More Pen Laboratories Limited: at R Q Or' Eh

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Date: 19/08/2019
To,
National Stock Exchange of India Limited BSE Limited

Exchange Plaza, Bandra Kurla Complex, Floor 25, Phiroze Jeejeebhoy Towers,
Bandra (East), Mumbai- 400 051 Dalal Street, Mumbai- 400 001
Tel No: (022) 26598100-8114 Phones: 91-22-22721233/4
Fax No: (022) 26598120 Fax: 91-22-2272 3121
Symbol: MOREPENLAB Scrip Code: 500288
Subject: Notice of the 34th Annual General Meeting(' AGM') and Book Closure
Dear Sir,
Pursuant to Regulation 30 read with Part A of Schedule III and Regulation 34(1) of
the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, please find enclosed Annual Report of the
Morepen Laboratories Limited (the 'Company') for the financial year 2018-19 along
with the Notice of the 34th Annual General Meeting scheduled to be held on Friday,
September 13, 2019 at 10.00 A.M. (I.S.T.) at the registered office of the C~mpany at
Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, Himachal Pradesh -173
205;
In this regard, the Company has provided facility to exercise voting rights on all
business proposed at the AGM by electronic means by using remote e-voting facility
provided by National Securities Depositories Ltd (NSDL). The remote e-voting
period shall commence from Monday, September 09, 2019 at 9.00 a.m. and will end
on Thursday, September 12, 2019 at 5.00 p.m., and the shareholders of the
Company as at the cut-off date i.e., Friday, September 06,2019 (end of day) shall be
. eligible to vote using the remote e-voting facility.
Further, pursuant to the provisions of Section 91 of Companies Act, 2013 read with
Rule 10 of the Companies (Management and Administration) Rules, 2014 and
Regulation 42 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Register of Members and Register of Share Transfer of the Company will
·~ n
More pen Laboratories Limited ' ~ ~ w 6; i )~
Corp. Off.: 4th Floor,Antriksh Bhawan, .22 K. ~ . ~0Z ih- 110 001, INDIA
Tel. :+91-11-23324443,23712025, E-mail: corp0 ~ @ r;Q or' ~eh .com, Website:www.morepen.com
CIN NO. L24231 HP1984PLC006028 ~
Plant & Regd. Off.: Morepen Village, Malkumajra, Nalagarh Road, Baddi, Distt. Solan (H.P.) -'173205
Tel.: +91-1795-266401-03, 244590, Fax: +91-1795-244591, E-mail : plants@morepen.com .
be closed from Saturday, September 07, 2019 to Friday, September 13, 2019 (both
days inclusive) for the purpose of AGM.
Kindly take note of the same.
Thanking you.
Yours faithfully,
Encl.: As Above
Morepen Laboratories Limited

Corp. Off.: 4th Floor,Antriksh Bhawan, 22 K.G.Marg, New Delhi- 110 001, INDIA
Tel. :+91-11-23324443,23712025, E-mail: corporate@morepen.com,Website:www.morepen .com
CIN NO. L24231 HP1984PLC006028
Plant & Regd. Off.: Morepen Village, Malkumajra, Nalagarh Road, Baddi, Distt. Solan (H.P.) -173205
Tel.: +91 -1795-266401-03, 244590, Fax: +91-1795-244591 , E-mail: plants@morepen .com
CORPORATE INFORMATION
Chairman & Managing Director Statutory Auditors
Mr. Sushil Suri M/s. Satinder Goyal & Co.
Chartered Accountants
Whole-time Director Cost Auditors

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
Non-Executive Director Registrar & Share Transfer Agent

Mrs. Anju Suri 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. Vipul Kumar Srivastava
Registered Office Corporate Office

th
Morepen Village, Nalagarh Road 4 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) 10
Independent Auditors' Report 51
Balance Sheet 57
Statement of Profit and Loss 58
Cash Flow Statement 59
Statement of changes in Equity 60
Company Overview and Significant Accounting Policies 61
Notes on Financial Statements 67
Independent Auditors' Report on Consolidated Financial Statements 81
Consolidated Balance Sheet 87
Consolidated Statement of Profit and Loss 88
Consolidated Cash Flow Statement 89
Consolidated Statement of changes in Equity 90
Company Overview and Significant Accounting Policies 91
Notes on Consolidated Financial Statements 97
Notice of AGM 110
Route Map of AGM Venue 127
Proxy Form 128
E-communication Registration Form 130
DIRECTORS' REPORT
Dear Shareholders,
Your Directors have pleasure in presenting the 34th Annual Report on business, operations and achievements of the Company
st
together with the audited financial statements for the financial year ended 31 March, 2019.
FINANCIAL HIGHLIGHTS (` in Lakhs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Sales 70,597.21 55,294.67 75,621.44 59,775.29
Other Operating Income 1,127.08 788.37 1,232.40 875.62
Other Income 367.18 354.01 367.18 372.27
Total Income 72,091.47 56,437.05 77,221.02 61,023.18
Operating Surplus 6,869.22 6,380.93 7,118.96 6,845.02
Finance cost 207.08 429.46 211.00 435.73
Cash Surplus 6,662.14 5,951.47 6,907.96 6,409.29
Non-Cash Items:
Depreciation & Amortisation 3,800.78 3,339.95 3,990.29 3,432.20
Profit before Tax 2,861.36 2,611.52 2,917.67 2,977.09
Tax (212.70) – (246.33) –
Tax credit entitlement 212.70 – 212.70 –
Profit before non-controlling interest 2,861.36 2,611.52 2,884.04 2,977.09
Less : Non - controlling interest – – (0.89) 17.95
Profit after non-controlling interest 2,861.36 2,611.52 2,884.93 2,959.14
Other Comprehensive Income (171.82) 10.95 (169.81) 8.87
Total Comprehensive Income 2,689.54 2,622.47 2,715.12 2,968.01
EPS (Basic/Diluted) 0.64 0.58 0.64 0.66
REVIEW OF PERFORMANCE previous year revenues. With 11% growth in OTC (over the
A significant topline growth of 22.43% has been recorded in counter) topline, the Company has recorded its highest ever
Active Pharmaceutical Ingredients (API) business of the sales revenues in each of its aforementioned businesses. On
company. The Company has been able to sustain its growth overall basis, total annual revenues are at `77,221.02 Lakhs
momentum despite the fact that supplies of inputs against `61,023.18 Lakhs recorded during the previous
particularly imported raw materials has been quite patchy financial year, a growth of 26.54%.
during the current year. It also led to stress in margins in API Financial Performance:
business even though a part of increased costs were passed
Sales
on to the customers. The Company continues to invest in
Current year consolidated sales revenues at `75,621.44
new processes, capacities and systems with a view to remain
Lakhs have recorded an incredible growth of 26.50% against
competitive in its area of operations. Both domestic and
previous year revenues of `59,775.29 Lakhs. Current year
exports markets have registered attractive growth.
total revenues of `77,221.02 Lakhs are up by 26.54 % over
The Formulation business with its current year sales previous year revenues. Export business has contributed
revenues of `153.17 Crores has posted a growth of 39% over around 41% of the consolidated sales revenues of the
previous year sales revenues. The Home Diagnostics Company and registered a growth of 32% during the year.
business has been consistent in its annual growth trajectory
On standalone basis, the Company registered sales revenues
with current year revenues scoring growth of 35% over
1
of `70,597.21 Lakhs as compared to `55,294.67 Lakhs profit, exclusive of minority share, is at `2,884.93 Lakhs,
during previous financial year, a growth of 27.67%. marginally down by 2.5% over previous years' profit. Total
Material Cost Comprehensive Income for the year is `2,715.12 Lakhs vis-
Consolidated material cost, as a percentage of sales, has a-vis `2,968.01 Lakhs of previous year.
gone up to 65.65% as compared to 61.66% in the previous On standalone basis, the Company has registered Net profits
year, primarily because of hardening of raw material prices. of `2,861.36 Lakhs as against `2,611.52 Lakhs during
Current year sales realizations have been better as part of the previous financial year. Total Comprehensive Income for the
increased input costs have been passed on to the customers year stood at `2,689.54 Lakhs vis-a-vis `2,622.47 Lakhs of
to maintain the margins. previous year.
Employee Cost Division wise Business Performance:
During the year under review, the employee strength of the Active Pharmaceutical Ingredients (API)
Company has increased by around 11%. The current year's API business with its current year annual sales revenues of
consolidated employee cost is 12.61% of the sales revenue `41,304.70 Lakhs is up by 22.43% against preceding year
against 12.80% in the preceding year. The overall increase revenues of `33,738.91 Lakhs. There has been huge growth
in employee cost for the current year is both on account of in exports business of the Company at around 32% and
annual merit based increase as well as on account of domestic business marginally grew by 1% in its annual
increased manpower. revenues. The price realisation has been better during the
Other Expenses year as compared to last financial year. However, volume
Consolidated expenditure on manufacturing, sales & growth has not kept pace with last year growth levels.
marketing and administrative activities has come down to Loratadine, Montelukast and Atorvastatin recorded
14.43% of sales revenues, against 16.17% recorded in the excellent growth in their annual revenues at 28%, 33% and
previous year. Despite recording tremendous growth in sales 25% respectively.
revenues, the Company has been able to keep in check on Finished API's with current year annual revenues of
it's spend on various administrative and sales & marketing `35,809.40 Lakhs has recorded a growth of 19% during the
activities. year. The sales revenues for new molecules have increased
Finance Cost & Depreciation by 15% at `2,965.18 Lakhs. Intermediates with their annual
Consolidated annual finance cost at `211.00 Lakhs has sales revenues of `2,530.12 Lakhs have recorded revenue
come down by around 52% against previous year cost of growth of 33%.
`435.73 Lakhs. Depreciation & Amortisation cost for the With annual sales revenue of `14,344.51 Lakhs, Loratadine
year has been at `3,990.29 Lakhs against `3,432.20 Lakhs of continues to be leading revenue generator for the API
previous year, an increase of 16.26%, mainly on account of business closely followed by Montelukast with sales revenue
increased amount of amortisation for the year and additional of `12,075.43 Lakhs recorded during the current year.
depreciation charge on assets discarded during the year. Atorvastatin with its annual revenues of `7,201.25 Lakhs
Other Operating Income & Other Income registered a growth of 25% during the current year.
Consolidated other operating income represents export Rosuvastatin sales revenues, for the year under review, are at
incentives, income from foreign operations & others. `3,038.00 Lakhs against `2,885.91 Lakhs of preceding year.
Current year export incentives are at `1,093.59 Lakhs Fexofenadine sales revenue for the current year is down at
against `777.32 Lakhs of last year. Others are up by 38.78% `1,680.33 Lakhs against `2,196.67 Lakhs of last year.
at `138.81 Lakhs during the current year as against `98.30 API business has recorded a compounded annual growth
Lakhs in the previous year. rate (CAGR) of 17.59% during last 5 years.
Consolidated other income representing currency Home Diagnostics
fluctuations and interest income at `367.18 Lakhs, is The Home Diagnostics portfolio has recorded steadfast
marginally down from previous year of `372.27 Lakhs. growth over last many years and has recorded a
Profit after Tax compounded annual growth rate (CAGR) of around 29%
Consolidated Profit before interest, depreciation and tax is during last 5 years. Blood Gluco Monitoring business with
higher at `7,118.96 Lakhs as against `6,845.02 Lakhs in the current year revenues of `9,284.67 Lakhs, has registered a
previous year. Net profit after tax but before share of profit CAGR of 41% during last 5 years. Gluco monitors
from non-controlling interest is at `2,884.04 Lakhs against installations during the current year have been 25% more
`2,959.14 Lakhs in last financial year. Consolidated net than the previous year and expected to cross 3 million very
2
soon. The glucose testing strips have registered a staggering any dividend due to absence of distributable surplus.
growth of 52% during the current year. RESERVES
Blood Pressure Monitors with current year Sales revenues of Standalone net profit after tax of `2,861.36 Lakhs is carried
`2,649.77 Lakhs has posted handsome growth of 22% over forward to the Retained Earning. During the year under
the previous year. It has recorded a CAGR of 35% during last review, no amount was transferred to the General Reserve.
5 years. DEPOSITS
Nebulisers with current year sales revenue of `872.49 Lakhs Your Company has not accepted any deposits from the
also recorded a robust growth of around 49% in this fiscal, public, during the year under review, within the meaning of
whereas Thermometers with current year sales revenue of Section 73 of the Companies Act, 2013 ('the Act') read with
`564.95 Lakhs has gone up by 21%. the Companies (Acceptance of Deposits) Rules, 2014, and
In line with its commitment of delivering good health at no amount of principal or interest on deposits from the
home at affordable prices, the Company has also started in public was outstanding as on the date of Balance Sheet.
house manufacture of Blood Glucose Strips in May 2018 During the financial year ended 31st March, 2010, the
along with Blood Glucose Monitors. The Company has Company had allotted 9,24,90,413 Equity Shares to the
become self-reliant in the production of Glucometers. It has fixed deposit holders in settlement of their dues pursuant to
manufactured 8 Lakh Blood Glucose Monitors in the current the Scheme of Arrangement & Compromise under Section
year. This makes Morepen one of the largest Manufacturer of 391 of the Companies Act, 1956, approved by the Hon'ble
Blood Glucose Monitors in India and the SAARC region. The High Court of Himanchal Pradesh, Shimla vide its order
company has started adopting state of the art robotic dated 4th August, 2009. In an appeal preferred by the Central
technology in its production process of medical devices to Government before Division Bench of Hon'ble High Court
improve quality and efficiency. Glucometer production has of Himachal Pradesh at Shimla, the Division Bench vide its
replaced import of around US$ 1.2 Million during the order dated 14th September, 2010 set aside the order of the
current year. The Company has plans to start production of th
Hon'ble Single Judge dated 4 August, 2009 and remanded
Nebulizer & Thermometers in the near future. Home the case back to the Hon'ble Single Judge to decide the
Diagnostics business has remarkable growth every year & petition afresh after hearing all the parties and considering
will be achieving many more milestones in coming years. the representation of the Central Government.
The Company has also invested heavily in Glucometers On the constitution of National Company Law Tribunal
placement in the market to expand the customer base by (NCLT), this petition under Section 391 of the Companies
supplying these free or at the subsidized cost. The Act, 1956, was later transferred to the Chandigarh Bench of
investment has helped the Company to expand its customer NCLT. The Hon'ble NCLT, Chandigarh, on 12 March,
th
base for the glucose strips and is also expected to pay off in 2018, dismissed the Company's petition seeking approval of
the coming years. the Scheme of arrangement with the Fixed Deposit holders.
Finished Formulations The Hon'ble NCLT directed the Company to cancel the
The current year sales revenue for the Finished Dosages at shares issued, under the aforesaid scheme, which have not
`15,317.43 Lakhs is up by 39% over previous year revenues yet been transferred by original allottees (FD holders) and
of `11,045.84 Lakhs. It has been growing steadily over the payment of dues, as per Company Law Board order within 3
years with last 5 years' CAGR of 15%. The Branded months from the date of receipt of the certified copy of the
Prescription (Rx) products with annual sales revenues of judgment.
`3,425.86 Lakhs have recorded massive growth of 33% Aggrieved by the aforesaid judgement of Hon'ble NCLT, the
during the period under review. Branded generics business Company had filed an appeal before the Hon'ble NCLAT,
has also recorded glittering performance during the year and New Delhi, praying, inter-alia, for setting aside of the order
has added `11,891.57 Lakhs to the company's topline passed by the Hon'ble NCLT, Chandigarh and approve the
against `8,473.98 Lakhs added last year. The top three Scheme of arrangement with Fixed Deposit (FD) holders.
therapeutic categories namely Antibiotics, Gastroenteritis
The Hon'ble NCLAT, New Delhi, vide its judgement dated
and Vitamins contributed `2,588.83 Lakhs to the topline of
23rd July, 2019 has upheld the impugned judgement passed
branded formulation business, against `1,926.49 Lakhs
by the Hon'ble NCLT, Chandigarh, dated 12th March, 2018.
added last year.
The company is seeking advice for evaluating remedies
DIVIDEND
available under the law, including filing of appeal in the
For the year under review, the Directors do not recommend
3
higher courts. After evaluating the advice so received, the 1. Dr. Morepen Ltd.
Company will take such necessary steps as may be required 2. Total Care Ltd. (subsidiary of Dr. Morepen Ltd.)
concerning the finality of the order of the Court.
3. Morepen Inc., USA
FINANCES
Dr. Morepen Limited
The management is working towards improvement in
The consumer business of the Company being promoted
performance of the Company so as to be able to derive
under brand 'Dr. Morepen' and carried under wholly owned
maximum value to its investors. All the business segments
subsidiary Dr. Morepen Limited, is growing steadily with a
are given due attention so that capital is preserved and long
CAGR of 12% during last 5 years. On standalone basis the
term growth can be sustained.
company has recorded a topline of `5438.08 Lakhs as
Balance restructured debt, as per Corporate Debt against `4,890.71 Lakhs recorded in the preceding year,
Restructuring Scheme approved in the July 2006 has been growth of 11%. The management expects to put more focus
paid and cleared in full during the current year, on the terms post completion of debt servicing.
as approved by lenders of the Company. From now onwards
The Company's primary brands like Burnol (Burn Cream),
all the internal accruals will be available for all round growth
Lemolate (Cough & Cold) and Fiber-X (Sat Isabgol) have
of all business verticals of the Company.
registered a modest growth of 2% over last year revenues of
Under the provisions of the Act past accumulated losses `1,990.94 Lakhs. Other small distribution and reach based
restricts the ability of the Company to redeem Preference brands with sales revenue of `552.32 Lakhs have also
Shares issued to lenders under the Corporate Debt recorded huge growth of 73% during the year.
Restructuring (CDR) Scheme and also to other entities as per
The Company expects to continue its growth in the OTC and
CDR terms. As a result, the Company has not been able to
Brand Sharing business with the continuous focus on new
redeem these Preference Shares, although they had become
product addition, entering new markets and increasing
due for redemption. The Company in consultation and
product reach and availability.
approval of all the stakeholders will work out a scheme
which is in the interest of all the stakeholders. The Grooming business, launched few years back, has
registered growth of 45% in its annual revenues at `939.82
SHARE CAPITAL
Lakhs. The company expects considerable rise in both
During the year under review, there was no change in the
topline as well bottom line for the business in the years to
paid-up equity share capital of the Company which as on 31st
come.
March, 2019, was ` 8,995.86 Lakhs.
Total Care Limited
The Equity Shares issued by the Company are listed at
The Company is dealing in OTC & Health Care products.
following Stock Exchanges as on 31st March, 2019:
The scale of Company's operations continues to be minimal
1. National Stock Exchange of India Limited (NSE) since past few years with no operating revenue recorded
2. BSE Limited (BSE) during the year.
Annual listing fee for the financial year 2019-20 has been Morepen Inc.
paid to both the Stock Exchanges. The Equity Shares Morepen Inc. is the marketing and distribution interface of
continue to be listed on both NSE and BSE. the Company in USA for its API business, various OTC &
The provisions of the Act have placed statutory restriction on other products. During the year under review, the Company
the Company, having accumulated losses, from payment of recorded a growth of 21% with revenue at `105.32 Lakhs
dividends on Preference Shares. As a result, dividends on ($153409) as against `87.25 Lakhs ($134,606) in the
Preference Shares have not been paid for more than two previous year. The company has recorded a profit of `18.97
years, thereby making the holders of these shares entitled to Lakhs against loss of `31.65 Lakhs in the preceding year.
vote on all resolutions placed before the Company. The CONSOLIDATED FINANCIAL STATEMENTS
proportion of voting rights of Equity Shareholders to the The consolidated financial statements for the year ended 31st
voting rights of Preference Shareholders shall be in March, 2019 has been prepared in accordance with Indian
proportion to their paid up capital. Accounting Standards (Ind AS) notified under the
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES Companies (Indian Accounting Standards) Rules, 2015
st
The Company has three subsidiaries as on 31 March, 2019, together with the comparative period data as at and for the
namely: previous year ended 31st March, 2019.
In accordance with the Companies Act, 2013 and Indian
4
Accounting Standards (Ind AS) 110 on 'Consolidated and read with Companies (Appointment and Remuneration
Financial Statements' read with Ind AS 112 on 'Disclosure of of Managerial Personnel) Rules, 2014, as amended or
Interest in other entities', the Audited Consolidated Financial re-enacted from time to time as the Whole-Time Director of
Statements is provided in the Annual Report. the Company, for another term of 3 years w.e.f., 1st April,
In accordance with the provisions of Section 129(3) of the 2019, at 34th Annual General Meeting.
Act, read with the Companies (Accounts) Rules, 2014, a Mr. Manoj Joshi (DIN: 00036546), Mr. Sukhcharan Singh
report on the performance and financial position of each of (DIN: 00041987) and Mr. B.R. Wadhwa (DIN: 00012096),
the subsidiaries is attached as ANNEXURE 'A' to this Report have given their consent to act as an Independent Director of
in the prescribed form, AOC-1. the Company pursuant to Section 152 of Companies Act,
DIRECTORS & KEY MANAGERIAL PERSONNEL 2013, read with Rule 8 of Companies (Appointment and
Qualification of Directors) Rules, 2014 and have offered
Changes in Directors & Key Managerial Personnel
themselves to be re-appointed for an another term of 5 (five)
The members at the 33rd Annual General Meeting (AGM) of
consecutive years commencing from 19th September, 2019
the Company held on 21st September, 2018 approved the
to 18th September, 2024. Your directors recommend their
re-appointment of Mr. Sushil Suri, Chairman and Managing
re-appointment as Independent Directors on the Board, in
Director of the Company, who was liable to retire by rotation
accordance with the provisions of Section 149 of Companies
pursuant to the provisions of Section 152 and other
Act, 2013, read with Companies (Appointment and
applicable provisions of the Act read with Companies
Qualification of Directors) Rules, 2014, as amended from
(Appointment and Qualification of Directors) Rules, 2014,
time to time, in the ensuing Annual General Meeting.
as amended or re-enacted from time to time.
Declaration by Independent Director(s)
The members also approved the re-appointment of
Pursuant to the provisions of Section 149 of the Act, the
Mr. Sushil Suri, Chairman & Managing Director of the
th
independent directors have submitted declarations that each
Company, who holds office up to 19 October, 2018 and
of them meet the criteria of independence as provided in
being eligible, has offered himself for re-appointment
Section 149(6) of the Act along with Rules framed
pursuant to the provisions of Section 196, 197, 198, 203,
thereunder and Regulation 16(1)(b) of the Securities and
Schedule V and other applicable provisions of the
Exchange Board of India (Listing Obligations and Disclosure
Companies Act, 2013 and read with Companies
Requirements) Regulations, 2015 (“SEBI Listing
(Appointment and Remuneration of Managerial Personnel)
Regulations”). There has been no change in the
Rules, 2014, as amended or re-enacted from time to time as
circumstances affecting their status as independent directors
the Chairman & Managing Director of the Company, for
of the Company.
another term of 5 years w.e.f., 20th October, 2018.
Evaluation of Board, Committees and Directors
During the year under review, Mr. Thomas P. Joshua,
Pursuant to the provisions of the Act and Regulation 17 of
Company Secretary and Key Managerial Personnel, has
Listing Regulations, the Board has carried out its own
been resigned from the said position w.e.f., 24th September,
performance evaluation, that of the Committees and the
2018 and Mr. Vipul Kumar Srivastava is appointed by the
individual performance of its Directors. The manner in
Board of Directors as Company Secretary and Key
which the evaluation has been carried out has been provided
Managerial Personnel w.e.f., 12th November, 2018. in the 'Corporate Governance Report'.
Mrs. Anju Suri, Director of the Company, who is liable to Familiarization Programme for Independent Directors
retire by rotation pursuant to the provisions of Section 152 The details pertaining to Familiarization Programme for
and other applicable provisions of the Act read with Independent Directors has been incorporated in 'Corporate
Companies (Appointment and Qualification of Directors) Governance Report'.
Rules, 2014, as amended or re-enacted from time to time,
has given her consent and being eligible has offered herself Meetings of Board of Directors
The Board of Directors met 5 (five) times during the year
for re-appointment, in the 34th Annual General Meeting.
under review, to transact the business of the Company, the
Your Directors also recommend the re-appointment of details of which are given in 'Corporate Governance Report'.
Mr. Arun Kumar Sinha, Whole-Time Director of the
Independent Directors Meeting
Company, who holds office up to 31st March, 2019 and
During the year under review, a separate meeting of the
being eligible, has offered himself for re-appointment
Independent Directors of the Company was held on 04th
pursuant to the provisions of Section 196, 197, 198, 203,
February, 2019, without the presence of Non-Independent
and other applicable provisions of the Companies Act, 2013
5
Directors and members of the Management. The 5(1) of the Companies (Appointment and Remuneration
Independent Directors reviewed the performance of Non- of Managerial Personnel) Rules, 2014 is annexed and
Independent Directors and the Board as a whole, forms part of this report as ANNEXURE 'B'.
performance of Chairperson of the Company and assessed b) The Statement containing the particulars of employees
the quality, quantity and timelines of flow of information as required under section 197(12) of the Companies Act
between the Company Management and the Board. All the 2013 read with Rule 5(2) and other applicable Rules (if
Independent Directors of the Company were present in the any) of the Companies (Appointment and Remuneration
meeting. of Managerial Personnel) Rules, 2014, is provided in a
DIRECTORS' RESPONSIBILITY STATEMENT separate annexure forming part of this report. Further,
As required under Section 134(3)(c) of the Act, your the report and the accounts are being sent to the
Directors, to the best of their knowledge and belief and members excluding the aforesaid annexure. In terms of
according to the information and explanations obtained by Section 136 of the Companies Act, 2013 the said
them, confirm that: annexure is open for inspection at the Registered and
a) in the preparation of annual accounts, the applicable Corporate office of the Company during the working
accounting standards have been followed, along with hours. Any member interested in obtaining a copy of the
proper explanation relating to material departures, same may write to the Company and obtain the copy
wherever applicable; within statutory prescribed timeline.
b) your Directors have selected such accounting policies c) No Director of the Company, including its Managing
and applied them consistently and made judgments and Director or Whole-Time Director, is in receipt of any
estimates that are reasonable and prudent so as to give a commission from the Company or its Subsidiary
true and fair view of the state of affairs of the Company at Company.
the end of the financial year and of the profit and loss of AUDIT COMMITTEE
the Company for that period; Your Company has an Audit Committee in compliance of the
c) your Directors have taken proper and sufficient care for provisions of Section 177 of the Act and Regulation 18 of
the maintenance of adequate accounting records in Listing Regulations. The complete details with respect to
accordance with the provisions of the Act for Audit Committee, as required to be given under the aforesaid
safeguarding the assets of the Company and for provisions, is given in the 'Corporate Governance Report'.
prevention and detecting of fraud and other WHISTLE BLOWER POLICY / VIGIL MECHANISM
irregularities; The Company has established a Whistle Blower Policy/Vigil
d) the annual accounts have been prepared on a going Mechanism through which its Directors, Employees and
concern basis; Stakeholders can report their genuine concern about
unethical behaviors, actual or suspected fraud or violation of
e) internal financial controls to be followed by the
the Company's Code of Conduct or Ethics Policy. The said
Company have been laid down and such internal
policy provides for adequate safeguard against victimization
financial controls are adequate and were operating
and also direct access to the higher level of superiors
effectively; and
including Chairman of the Audit Committee in exceptional
f) proper systems to ensure compliance with the cases. The same is reviewed by the Audit Committee from
provisions of all applicable laws have been devised and time to time.
that such systems were adequate and operating
RISK MANAGEMENT
effectively.
The Company has in place a mechanism to inform the Board
MANAGERIAL REMUNERATION AND OTHER about the risk assessment and minimisation procedures and
DISCLOSURES periodical review to ensure that management controls risk
Disclosure pursuant to Section 197 of the Act read with Rule through means of a properly defined framework.
5 of the Companies (Appointment and Remuneration of
The Company has formulated and adopted Risk
Managerial Personnel) Rules, 2014:
Management Policy to prescribe risk assessment,
a) Ratio of the remuneration of each Director to the median management, reporting and disclosure requirements
remuneration of the employee's (MRE) and other details of the Company.
pursuant to Section 197 (12) of the Act read with Rule
6
NOMINATION AND REMUNERATION COMMITTEE Auditors' Report have commented on delay in deposit of
Your Company has a Nomination and Remuneration Employee's State Insurance (ESI), Provident Fund (PF),
Committee in compliance to the provisions of Section 178 of Income Tax and GST dues. The Company has however,
the Act and Regulation 18 of Listing Regulations. The deposited all the dues in respect of ESI, PF, GST and Income
complete details with respect to the salient features of Tax (TDS) for the year under review. The Company is taking
Nomination and Remuneration Committee, as required to requisite steps for timely deposit of above noted dues.
be given under the aforesaid provisions, is given in the SECRETARIAL AUDIT
'Corporate Governance Report'. Pursuant to the provisions of Section 204 of the Act read with
The Company has adopted a Nomination and Remuneration Companies (Appointment and Remuneration of Managerial
Policy for Directors, Key Managerial Personnel (KMP) and Personnel) Rules, 2014, Mr. Praveen Dua, Company
other employees of the Company as formulated by Secretary, Proprietor of M/s. PD and Associates, Company
Nomination and Remuneration Committee, pursuant to Secretaries, was appointed by Board of Directors of the
provisions of Section 178 of the Act and Para A of Part D of Company as Secretarial Auditors of the Company for the
Schedule II of Listing Regulations, which acts as a guideline financial year 2018-19. The Secretarial Audit Report is
for determining, inter-alia, qualifications, positive attributes annexed and forms part of this report as ANNEXURE 'C'.
and independence of a Director, matters relating to the EXPLANATION TO SECRETARIAL AUDIT REPORT
remuneration, appointment, removal and evaluation of The Secretarial Auditor has observed that the Company has
performance of the Directors, Key Managerial Personnel, not redeemed the Preference Shares due for redemption.
Senior Management and other employees. The reasons for not redeeming the Preference Shares have
The Company has made the requisite changes in accordance been explained in Note No. 18 to the Financial Statements
of the Companies Act, 2013, as amended, and SEBI (Listing for the year ended 31st March, 2019.
Obligations and Disclosure Requirements) Regulations, SECRETARIAL STANDARDS
2015, as amended. The detailed policy formulated by The Company has devised proper systems to ensure
Nomination and Remuneration Committee can be accessed compliance with the provisions of all applicable Secretarial
at http://www.morepen.com/pdf/Nomination-and- Standards issued by the Institute of Company Secretaries of
Remuneration-Policy.pdf India and that such systems are adequate and operating
STATUTORY AUDITORS effectively.
M/s. Satinder Goyal & Co. (Chartered Accountants FRN: COST AUDIT
027334N), the Statutory Auditors of the Company, were Pursuant to Section 148 of the Act, read with the Companies
appointed by the shareholders in the AGM held on 22nd (Cost Records and Audit) Rules, 2014, the Cost Accounting
September, 2017, pursuant to provisions of Section 139, Records maintained by the Company in respect of its Bulk
141, 142 and other applicable provisions, if any, of the Act, Drugs and Formulations activity are required to be audited
read with the Companies (Audit and Auditors) Rules, 2014 by Cost Auditors. The Board of Directors of the Company
(including any statutory modification(s) or re-enactment has, on the recommendation of the Audit Committee,
thereof, for the time being in force) and subject to all the appointed M/s. Vijender Sharma & Co., Cost Accountants, as
applicable laws and regulations for a term of five (5) the Cost Auditor of the Company for the financial year ended
consecutive years to hold office from the conclusion of the 31st March, 2020, at a remuneration of ` 2.00 Lakhs, subject
32nd Annual General Meeting until the conclusion of 37th to the ratification of their remuneration by the shareholders
Annual General Meeting, to be held in the year 2022, in the ensuing Annual General Meeting.
subject to ratification of appointment by the members at
INTERNAL FINANCIAL CONTROLS
every Annual General Meeting.
The Company has an Internal Control System,
The requirement to place the matter relating to appointment commensurate with the size, scale and complexity of its
of auditors for ratification by Members at every AGM has operations. The internal financial controls are adequate and
been done away by the Companies (Amendment) Act, 2017 are operating effectively so as to ensure orderly and efficient
with effect from 7th May, 2018. Accordingly, no resolution is conduct of business operations. The Company's internal
being proposed for ratification of appointment of Statutory financial control procedures ensure that Company's
Auditors at the ensuing Annual General Meeting. financial statements are reliable and prepared in accordance
EXPLANATION TO AUDITORS REPORT with the applicable laws.
The Auditors vide Para (vii)(a) of the Annexure-A to the To maintain its objectivity and independence, the Internal
7
Audit Team reports to the Chairman of the Audit Committee In the matter of cross appeals filed by the Company and
of the Board. Based on the internal audit report, process Central Government before Hon’ble Supreme Court of India
owners undertake corrective action in their respective areas against the impugned judgement of the Hon’ble High Court
and thereby strengthening the controls. Significant audit of Himachal Pradesh appointing two government nominees
observations and corrective actions thereon are presented to on the board of the company for 3 years under provisions of
the Audit Committee of the Board. Team engaged in internal erstwhile Companies Act, 1956, the Hon’ble Supreme Court
audit carries out extensive audits throughout the year across vide its Order dated 9th July, 2019, has held that no
all functional areas, and submits its reports from time to time interference in the aforesaid decision of Hon’ble High Court
to the Audit Committee of the Board of Directors. is called for. It further held that it would be open for the
CORPORATE SOCIAL RESPONSIBILITY Company to agitate the subsequent events before the
The Corporate Social Responsibility (CSR) Committee of the concerned forum. The company is seeking the legal advice
Company was constituted by the Board on 10th May, 2016 to for approaching jurisdictional National Company Law
monitor implementation of CSR activities by the Company Tribunal (NCLT) for placing on record the subsequent
in accordance with Section 135 read with Schedule VII of events, inter-alia, payment to the creditors post the Orders
the Act. Based on the recommendation of the CSR passed by the Hon’ble High Court of Himachal Pradesh and
Committee, your Board has adopted a CSR Policy indicating to adjudicate in the light of the present facts and
the activities to be undertaken by the Company as specified circumstances.
in Schedule VII. In the matter of prosecutions filed by the Registrar of
The Report on CSR Activities with details of the composition Companies/Central Government against the Company and
of CSR Committee, CSR Policy, CSR initiatives and activities its Directors pursuant to Section 235 of the erstwhile
during the year is annexed and forms part of this report as Companies Act, 1956, the Company is defending against the
ANNEXURE 'D'. said prosecutions before the Court and the matter is under
adjudication.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION EXTRACT OF ANNUAL RETURN
AND REDRESSAL) ACT, 2013 The detailed extract of Annual Return in Form MGT-9 as
The Company has in place a policy on Prevention, required under Section 134(3)(a) of the Act is annexed and
Prohibition and Redressal of Sexual Harassment of Women forms part of this report as ANNEXURE 'E'. The same
at Workplace pursuant to the requirements of The Sexual is available at the website of the Company at
Harassment of Women at Workplace (Prevention, http://www.morepen.com/pdf/Annual-Return.pdf
Prohibition and Redressal) Act, 2013. An Internal MATERIAL CHANGES AND COMMITMENTS AFFECTING
Complaints Committee (ICC) has been set up to redress THE FINANCIAL POSITION OF THE COMPANY
complaints received regarding sexual harassment. The Except from the liabilities which may arise in respect of
policy has set guidelines on the redressal and enquiry payment to FD holders as per the order of Hon'ble NCLAT,
rd
process that is to be followed by complainants and the ICC, dated 23 July, 2019 which has upheld the order of NCLT
th
while dealing with issues related to sexual harassment at the dated 12 March, 2018, there have been no material
work place. All women employees whether permanent, changes and commitments, affecting the financial position
temporary, contractual and trainees are covered under this of the Company, which have occurred between the end of
policy. The Company has not received any complaint during the financial year of the Company and the date of this report.
the year. CONSERVATION OF ENERGY, TECHNOLOGY
LEGAL & CORPORATE MATTERS ABSORPTION AND FOREIGN EXCHANGE EARNINGS
The Company had allotted 75,17,540 Equity Shares as per AND OUTGO
Corporate Debt Restructuring ('CDR') Scheme approved by The information relating to Conservation of Energy,
the CDR Cell. These shares were allotted on preferential Technology Absorption and Foreign Exchange Earnings and
basis to the Banks/ Financial Institutions. Out of total issued outgo, as required under Section 134(3)(m) of the Act read
Equity Shares, the listing approval for 3,75,750 Equity Shares with the Companies (Accounts) Rules, 2014 is annexed and
w.r.t., two allottees is pending from Stock Exchanges. As forms part of this report as ANNEXURE 'F'.
advised by the Stock Exchanges, the Company has PARTICULARS OF LOANS, GUARANTEES OR
approached SEBI for grant of exemption, which is still INVESTMENTS
awaited. Details of Loans, Guarantees and Investments covered under
8
the provisions of Section 186 of the Act are given in the notes out in the Management Discussion and Analysis Report.
to the Financial Statements. CORPORATE GOVERNANCE
PARTICULARS OF CONTRACTS OR ARRANGEMENTS A Report on Corporate Governance along with a certificate
WITH RELATED PARTIES from the Practicing Company Secretary regarding
All the related party transactions that were entered into compliance with conditions of Corporate Governance as
during the financial year were on arm's length basis and in stipulated in Part E of Schedule V of Listing Regulations forms
the ordinary course of business. During the year under part of this report and is annexed as ANNEXURE 'H'.
review there were no materially significant related party ACKNOWLEDGEMENTS
transactions, including arm's length transactions; hence, Your Directors place on record their gratitude to the Central
disclosure in Form AOC – 2 is not required. Government, State Government, Drug Control Authorities,
The complete details with respect to contracts or Company's Bankers, GMP Consultants, Auditors, Medical &
arrangements with related parties as required to be given Legal Professionals and business partners/for the assistance,
under the Act and Part C of Schedule V of Listing Regulations co-operation and encouragement they extended to the
is given in the 'Corporate Governance Report'. Company. Your Directors also wish to place on record their
MANAGEMENT DISCUSSION AND ANALYSIS REPORT sincere thanks and appreciation for the continuing support
A detailed review of the operations and performance of the and unstinting efforts of investors, vendors, dealers, business
Company is set out in the Management Discussion and associates and employees in ensuring an excellent all
Analysis Report pursuant to Part B of Schedule V of Listing around operational performance.
Regulations which forms part of the Annual Report for the Your Directors look forward to your continued support in
year under review as ANNEXURE 'G'. our efforts to grow together and enhance health through
HUMAN RESOURCES delivery of quality products.
A detailed review of Human Resources of the Company is set
For and on behalf of Board of Directors
Sushil Suri
Place: New Delhi (Chairman & Managing Director)
Date: 27th July, 2019 DIN: 00012028
9
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 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014)
PART A : SUBSIDIARIES (` in Lakhs)
Name of the Subsidiary Company Dr. Morepen Limited Total Care Limited Morepen Inc.
Reporting period for the subsidiary concerned, if different 01-04-2018 to 31-03-2019 01-04-2018 to 31-03-2019 01-04-2018 to 31-03-2019
from the holding company's reporting period
Reporting currency and Exchange rate as on the last date of – – US$/`68.65
the relevant Financial year in the case of foreign subsidiaries (As on 31.03.2019)
Share Capital 4,067.95 933.39 22.23
(4,06,79,500 Equity Shares of (9,33,390 Equity Shares of (9,400 Fully paid shares of
`10/- each) `100/- each) US$1 each)
Reserves & Surplus (254.12) (1,859.48) 100.43
Total Assets 5,888.41 4.09 186.45
Total Liabilities 5,888.41 4.09 186.45
Investments 1,171.00 – –
Turnover 5,438.12 – 105.32
10
Profit/(Loss) before Taxation 36.99 (5.23) 24.54
Provision for Taxation 15.52 12.53 5.57
Profit after Taxation 21.47 (17.76) 18.97
Proposed Dividend – – –
Percentage of Shareholding 100% 95% 100%
PART B: ASSOCIATES & JOINT VENTURES - N.A.

Sushil Suri
Date: 27th July, 2019 DIN: 00012028
ANNEXURE 'B'
DETAILS OF REMUNERATION PURSUANT TO SECTION 134(3)(q) AND SECTION 197(12)
OF THE ACT READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
A. Ratio of the remuneration of each Director to the Median remuneration of the employees of the Company;
Name of the Director Designation Ratio of Remuneration to Median

Remuneration of Employees
Mr. Sushil Suri Chairman & Managing Director 45.13
Dr. A. K. Sinha Whole-time Director 2.23
Mr. B. R. Wadhwa* Independent Director 0.63
Mr. Sukhcharan Singh* Independent Director 0.71
Mr. Manoj Joshi* Independent Director 0.76
Ms. Anju Suri Non-Executive Director N.A.
Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in
the financial year;
Name of the Director/KMP Designation % increase of remuneration

in F.Y. 2018-19
Mr. Sushil Suri Chairman & Managing Director 114.60%
Dr. A. K. Sinha Whole-time Director (59.09%)
Mr. B. R. Wadhwa* Independent Director 70.00%
Mr. Sukhcharan Singh* Independent Director 146.75%
Mr. Manoj Joshi* Independent Director 78.26%
Ms. Anju Suri Non-Executive Director N.A.
Mr. Ajay Kumar Sharma Chief Financial Officer 7.99%
Mr. Thomas P. Joshua1 Company Secretary (64.47%)
Mr. Vipul Kumar Srivastava2 Company Secretary N.A.
1 th 2 th
Resigned w.e.f., 24 September, 2018; Appointed w.e.f., 12 November, 2018.
* These Directors of the Company are paid sitting fees only;
B. The percentage increase in the median remuneration of employees in the F.Y. 2018-19 was 9.51%.
C. The number of permanent employees on the rolls of the Company as on 31st March, 2019 was 1376.
D. The average percentile increase in the salaries of the employees other than the managerial personnel in the F.Y. 2018-19 was
23.21% while increase in Managerial remuneration was 44.58%.
E. It is hereby affirmed that the remuneration is as per Remuneration Policy of the Company.
Sushil Suri
Date: 27th July, 2019 DIN: 00012028
11
ANNEXURE 'C'
(Form No. MR-3)
SECRETARIAL AUDIT REPORT
st
(FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019)
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, as amended;
The Members,
(c) The Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements)
I have conducted the Secretarial Audit of the compliance of Regulations, 2009 as amended;
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
for evaluating the corporate conducts/statutory compliances (e) The Securities and Exchange Board of India (Issue
and expressing my opinion thereon. and Listing of Debt Securities) Regulations, 2008
as amended;
Based on my verification of the Company's books, papers,
minute books, forms and returns filed and other records (f) The Securities and Exchange Board of India
maintained by the Company and also the information (Registrars to an Issue and Share Transfer Agents)
provided by the Company, its officers, agents and authorized Regulations, 1993 regarding the Companies Act
representatives during the conduct of Secretarial Audit, I and dealing with client;
hereby report that in our opinion, the Company has, during (g) The Securities and Exchange Board of India
the audit period covering the financial year ended on 31st (Delisting of Equity Shares) Regulations, 2009; and
March, 2019 complied with the statutory provisions listed
hereunder and also that the Company has proper Board- (h) The Securities and Exchange Board of India
processes and compliance-mechanism in place to the extent, (Buyback of Securities) Regulations, 1998, as
in the manner and subject to the reporting made hereinafter: amended;
I have examined the books, papers, minute books, forms and (vi) Drugs and Cosmetics Act, 1940 and Drugs and
returns filed and other records maintained by the Company Cosmetics Rules, 1945;
for the financial year ended on 31st March, 2019 according to (vii) Drugs (Price Control) Order, 2013;
the provisions of:
(viii) Indian Boilers Act, 1923;
(i) The Companies Act, 2013 (the 'Act') and the Rules
made there under; (ix) Legal Metrology Act, 2009; and
(ii) The Securities Contracts (Regulation) Act, 1956 (x) Trademark Act, 1999.
('SCRA') and the rules made there under; I have also examined compliance with the applicable
(iii) The Depositories Act, 1996 and the Regulations and clauses of the following:
Bye-laws framed there under; (i) The provisions envisaged in The Securities and Exchange
(iv) Foreign Exchange Management Act, 1999 and the Board of India (Listing Obligations and Disclosure
rules and regulations made there under to the extent Requirements) Regulations, 2015, as amended.
of Foreign Direct Investment, Overseas Direct (ii) The Secretarial Standards issued by the Institute of the
Investment and External Commercial Borrowings; Company Secretaries of India (ICSI).
(v) The following Regulations and Guidelines prescribed I further report that:
under the Securities and Exchange Board of India Act,
(a) the Board of Directors of the Company is duly
1992 ('SEBI Act'):
constituted with proper balance of Executive Directors,
(a) The Securities and Exchange Board of India Non-Executive Directors and Independent Directors.
(Substantial Acquisition of Shares and Takeovers) The changes in the composition of the Board of
Regulations, 2011, as amended; Directors that took place during the period under review
(b) The Securities and Exchange Board of India were carried out in compliance with the provisions of
(Prohibition of Insider Trading) Regulations, 2015 the Act;
12
(b) adequate notice is given to all directors to schedule the 97,35,20,100/- due for redemption during the f.y. 2014-15;
Board Meetings, agenda and detailed notes on agenda
(iv) 2,00,000 0.01% Cumulative Redeemable Preference
were sent at least seven days in advance and a system Shares (CRPS) of ` 100 each/- aggregating to
exists for seeking and obtaining further information and ` 2,00,00,000/- due for redemption during the
clarifications on the agenda items before the meeting f.y. 2011-12;
and for meaningful participation at the meeting;
(v) 5,00,000 9.75% Cumulative Redeemable Preference
(c) all the resolutions have been passed unanimously and Shares (CRPS) of ` 100 each/- aggregating to
did not find any dissenting views in the minutes; ` 5,00,00,000/- due for redemption during the
(d) there are adequate systems and processes in the f.y. 2003-04.
Company commensurate with the size and operations of For PD and Associates
the Company to monitor and ensure compliance with Company Secretaries
applicable laws, rules, regulations and guidelines; CS Praveen Dua
(e) the Company has entered into related party transactions (Proprietor)
for the sale and purchase of material/products and Place: New Delhi FCS No.: 3573
paying remuneration to related party personnel. The Date: 27th July, 2019 C P No.:2139
Company confirms that all transactions, including
increase in remuneration, are in the ordinary course of
To,
business and at arm's length;
The Members
(f) the Company has not paid dividend to preference Morepen Laboratories Limited
shareholders for more than two years and hence the Our report of even date is to be read along with this letter.
preference shareholders are entitled to vote on all the
1) Maintenance of the secretarial record is the
matters in the General Meetings. No preference
responsibility of the management of the Company. Our
shareholder has attended the Annual General Meeting responsibility is to express an opinion on these
held during the previous year. secretarial records based on our audit.
(g) The Hon'ble NCLT, Chandigarh vide its order dated 2) We have followed the audit practices and processes as
12th March, 2018 had set aside the scheme in respect of were appropriate to obtain reasonable assurance about
fixed deposit (FD) holders. The Hon'ble NCLAT has the correctness of the contents of the Secretarial records.
upheld the order of Hon'ble NCLT, directing The verification was done on test basis to ensure that
cancellation of the shares allotted to various FD holders correct facts are reflected in secretarial records. We
who has not traded/transfered their shares and making believe that the processes and practices, we followed
payment in lieu thereof. provide a reasonable basis for our opinion.
I further report that during the audit period the company 3) We have not verified the correctness and
appropriateness of financial records and Books of
has got the approval of members in the Annual General
Accounts of the Company.
Meeting of the company held on 21st September, 2018 and
the company has obtained consent of the members for the 4) Wherever required, we have obtained the Management
re-appointment and remuneration of Mr. Sushil Suri as representation about the compliance of laws, rules and
Chairman and Managing Director of the company apart from regulations and happening of events, etc.
other ordinary business. 5) The compliance of the provisions of Corporate and other
applicable laws, rules, regulations, standards is the
I further report that redemption of following preference responsibility of management. Our examination was
shares are still pending, which were due to be redeemed as limited to the verification of procedures on test basis.
under:
6) The Secretarial Audit report is neither an assurance as to
(i) 7,65,000 0.01% Cumulative Redeemable Preference the future viability of the Company nor of the efficacy or
Shares (CRPS) of ` 100 each/- aggregating to effectiveness with which the management has
` 7,65,00,000/- due for redemption during the conducted the affairs of the Company.
f.y. 2017-18; For PD and Associates
(ii) 7,65,000 0.01% Cumulative Redeemable Preference Company Secretaries
Shares (CRPS) of ` 100 each/- aggregating to
` 7,65,00,000/- due for redemption during the
CS Praveen Dua
f.y. 2016-17;
(Proprietor)
(iii) 97,35,201 0.01% Optionally Convertible Preference Place: New Delhi FCS No.: 3573
th
Shares (OCPS) of ` 100 each/- aggregating to ` Date: 27 July, 2019 C P No.:2139
13
ANNEXURE 'D'
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
(Pursuant to Section 135 of the Companies Act, 2013)
I. Brief outline of the Corporate Social Responsibility (CSR) Policy
The Company's CSR Policy is in pursuance of the provisions of Section 135, Schedule VII and other applicable provisions of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board of Directors of the
Company has adopted the CSR Policy formulated and recommended by the CSR Committee and the same is available on the
Company's website at http://www.morepen.com/pdf/Corporate-Social-Responsibility-Policy.pdf.
The Company undertakes the CSR activities through K.B. Suri Memorial Trust which runs a Charitable Dispensary at Katra,
Jammu & Kashmir and through Gyan Jyoti Education Foundation which provides Education and General Public Utility to the
deprived sections of the Society.
II. Composition of CSR Committee of the Board
The CSR Committee of the Board comprises of Mr. Sushil Suri, Chairman of the Committee, Mr. Manoj Joshi and Mr. B. R.
Wadhwa as members.
III. Average Net Profits, prescribed CSR expenditure and details of CSR spent (` in Lakhs)
Particulars Amount
Average net profit of the Company for the last 3 financial years 2,157.38
Prescribed CSR Expenditure (2% of the average net profits) 43.15
Details of CSR Expenditure during the financial year:
Total amount to be spent for the financial year 43.15
Amount unspent Nil
Manner in which amount is spent on CSR activities during the financial year are detailed below: (` in Lakhs)
CSR Project Sector in Location Amount outlay Amount spent on the Cumulative Amount spent
or activity which the of project (budget) project projects or programs expenditure up directly or through
identified project is (District or program Direct Overheads to the reporting implementing
covered & State) programs wise expenditure period agency
on project
or programs
Promotion of Health Katra, 32.55 32.55 – 92.04 K.B. Suri
healthcare Jammu & Memorial Trust
including Kashmir (Implementing
preventive Agency)
healthcare
Education and Education Guwahati, 10.60 12.51 – 12.51 Gyan Jyoti
General & Assam Education
Public Vocational Foundation
Utility Training (Implementing
etc. agency)
Total 43.15 45.06 – 104.55
The Company has undertaken the CSR activities through K.B. Suri Memorial Trust which contributes in the promotion of
healthcare including preventive healthcare and manages the 'Jai Durga Charitable Dispensary' situated at Main Bazaar, Katra,
Near Hanuman Mandir, Jammu & Kashmir. The dispensary caters to the urgent medical needs of pilgrims, staff employed in
hotels, dharamshalas, pony and pithu porters, local public and public of nearby areas by providing OPD services and necessary
medicines free of cost. Further, the dispensary also caters to medical needs of Police and CRPF personnel deployed at Katra. More
than 100 patients visit the dispensary every day in the OPD facility mostly for treatment of hypertension, diabetes, acute gastritis,
gastrointestinal infections, urinary tract infections, upper respiratory tract infections, lower respiratory tract infections and injuries
of monkey bite amongst other medical needs.
14
During the year, the Company has also undertaken CSR activities through Gyan Jyoti Education Foundation (the foundation)
which is currently operates its 26 training centres with a capacity to train people every year. Training centres are a combination of
owned, franchised, shared and government-aided centres under Public Private Partnership. The foundation has certified
numerous candidates till date on various streams through its team of highly qualified trainers and Business Associates.
The foundation brings in a fresh approach based on its expertise in integrating technology, training methods, knowledge
management and quality system to transform delivery of vocational training.
IV. Responsibility Statement

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the
CSR projects and activities in compliance with the CSR objectives and Policy of the Company.
For Morepen Laboratories Limited
Sushil Suri
(Chairman & Managing Director)
Place: New Delhi (Chairman - CSR Committee)
Date: 27th July, 2019 DIN: 00012028
15
ANNEXURE 'E'
FORM NO MGT-9: EXTRACT OF ANNUAL RETURN
st
AS ON FINANCIAL YEAR ENDED 31 MARCH, 2019
[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: investors@morepen.com
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 – 110020
Tel No.: +91-11-2638 7281/82/83
Fax No.: +91-11-26387384
Email id: info@masserv.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

S. Name and Address CIN/GLN Holding/ % of Shares Applicable
No. 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)
666, Plainsboro Road,
Suite 215, Plainsboro, NJ 08536,
United States of America (USA)
16
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding:
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 1st April, 2018] [As on 31st March, 2019] the year
De-mat Physical Total % of De-mat Physical Total % of
Total Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 4,12,41,750 – 4,12,41,750 9.17 4,12,41,750 – 4,12,41,750 9.17 –
b) Central Govt. – – – – – – – – –
c) State Govt.(s) – – – – – – – – –
d) Bodies Corp. 11,41,29,838 – 11,41,29,838 25.37 11,41,29,838 – 11,41,29,838 25.37 –
e) Banks / FIs – – – – – – – – –
f) Any other – – – – – – – – –
Sub-total (A)(1) 15,53,71,588 – 15,53,71,588 34.54 15,53,71,588 – 15,53,71,588 34.54 –
17
(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) 15,53,71,588 – 15,53,71,588 34.54 15,53,71,588 – 15,53,71,588 34.54 –
B. Public Shareholding
(1) Institutions
a) Mutual Funds – – – – – – – – –
b) Banks / FIs 15,73,293 6,87,500 22,60,793 0.50 16,32,945 3,12,500 19,45,445 0.43 (0.07)
c) Central Govt. – – – – – – – – –
d) State Govt.(s) – – – – – – – – –
e) Venture Capital Funds – – – – – – – – –
f) Insurance Companies 2,15,79,754 85,125 2,16,64,879 4.82 2,15,79,754 85,125 2,16,64,879 4.82 –
g) FIIs – 3,85,30,000 3,85,30,000 8.57 – 3,85,30,000 3,85,30,000 8.57 –
h) Foreign Venture Capital
Funds – – – – – – – – –
i) Others (FPIs) 19,65,743 – 19,65,743 0.44 35,27,700 – 35,27,700 0.78 0.34
Sub-total (B)(1) 2,51,18,790 3,93,02,625 6,44,21,415 14.33 2,67,40,399 3,89,27,625 6,56,68,024 14.60 0.27
(2) Non-Institutions
a) Bodies Corp. 2,31,96,180 7,37,837 2,39,34,017 5.33 1,77,48,870 6,37,221 1,83,86,091 4.09 (1.24)
b) Individuals
i) Individual shareholders
holding nominal share
capital upto `1 Lakh 11,32,11,049 3,58,81,879 14,90,92,928 33.14 12,07,46,370 3,04,43,571 15,11,89,941 33.61 0.47
ii) Individual shareholders
holding nominal share
capital in excess of
`1 Lakh 2,82,34,069 1,65,637 2,83,99,706 6.31 3,04,74,341 4,74,382 3,09,48,723 6.88 0.57
c) Any Other
i) Non-Resident Indian/ 2,60,59,667 – 2,60,59,667 5.79 2,65,33,998 – 2,65,33,998 5.90 0.11
OCB
ii) Clearing Member 24,05,114 – 24,05,114 0.53 15,41,429 – 15,41,429 0.34 (0.19)
18
iii) Trust 16,068 – 16,068 – 16,068 – 16,068 0.00 –
iv) NBFC 1,25,700 – 1,25,700 0.03 1,70,341 – 1,70,341 0.04 0.01
Sub-total (B)(2) 19,32,47,847 3,67,85,353 23,00,33,200 51.13 19,72,31,417 3,15,55,174 22,87,86,591 50.86 (0.27)
Total Public Shareholding
(B)=(B)(1)+(B)(2) 21,83,66,637 7,60,87,978 29,44,54,615 65.46 22,39,71,816 7,04,82,799 29,44,54,615 65.46 –
C. Shares held by Custodian for
GDRs & ADRs – – – – – – – – –
Grand Total (A+B+C) 37,37,38,225 7,60,87,978 44,98,26,203 100.00 37,93,43,404 7,04,82,799 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 0.01 – 55,000 0.01 – –
2. Gulfy Suri 11,50,000 0.26 – 11,50,000 0.26 – –
3. Rajas Suri 1,55,000 0.03 – 1,55,000 0.03 – –
4. Anju Suri 51,86,369 1.15 – 51,86,369 1.15 – –
5. P.L. Suri 4,00,000 0.09 – 4,00,000 0.09 – –
6. Sara Suri 7,05,000 0.16 – 7,05,000 0.16 – –
7. Master Arjun Suri 6,97,060 0.15 – 6,97,060 0.15 – –
8. Kanta Suri 1,510 0.00 – 1,510 0.00 – –
9. Sushil Suri & Sons (HUF) 12,01,560 0.27 – 12,01,560 0.27 – –
10. Praduman Lal Suri (HUF) 2,990 0.00 – 2,990 0.00 – –
11. Aanandi Suri 7,50,000 0.17 – 7,50,000 0.17 – –
12. Arun Suri & Sons (HUF) 15,00,000 0.33 – 15,00,000 0.33 – –
13. Arun Suri 3,510 0.00 – 3,510 0.00 – –
14. Sanjay Suri 34,17,240 0.76 – 34,17,240 0.76 – –
15. Varun Suri 30,52,357 0.68 – 30,52,357 0.68 – –
16. Anubhav Suri 7,82,134 0.17 – 7,82,134 0.17 – –
17. Aanchal Suri 6,85,922 0.15 – 6,85,922 0.15 – –
18. Baby Kanak Suri 9,97,060 0.22 – 9,97,060 0.22 – –
19. Sushil Suri 55,01,510 1.22 – 55,01,510 1.22 – –
20. K B Suri & Sons (HUF) 9,72,830 0.22 – 9,72,830 0.22 – –
21. Shalu Suri 20,52,250 0.46 – 20,52,250 0.46 – –
22. Sonia Suri 36,79,718 0.82 – 36,79,718 0.82 – –
23. Mamta Suri 30,04,000 0.67 – 30,04,000 0.67 – –
24. Sunita Suri 31,88,730 0.71 – 31,88,730 0.71 – –
25. Sanjay Suri Sons (HUF) 21,00,000 0.47 – 21,00,000 0.47 – –
26. React Investments & Financial
Services Private Limited 1,14,42,134 2.54 – 1,14,42,134 2.54 – –
27. Liquid Holdings Private Limited 3,000 0.00 – 3,000 0.00 – –
28. Epitome Holding Private Limited 1,10,00,820 2.45 – 1,10,00,820 2.45 – –
29. Concept Credits & Consultants
Private Limited 1,18,47,724 2.63 – 1,18,47,724 2.63 – –
30. Square Investments & Financial
31. Solitary Investments & Financial
32. Solace Investments & Financial
33. Brook Investments & Financial
34. Scope Credits & Financial
35. Mid-Med Financial Services &
Investments Private Limited 1,14,73,813 2.55 – 1,14,73,813 2.55 – –
36. Seed Securities & Services
Private Limited 1,08,28,780 2.41 – 1,08,28,780 2.41 – –
TOTAL 15,53,71,588 34.54 NIL 15,53,71,588 34.54 NIL NIL
19
iii) Change in Promoters' Shareholding (Please specify, if there is no change): No change since last year
S. Promoters Shareholding at the Cumulative Share-holding
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 34.54 15,53,71,588 34.54
Increase/(Decrease) in Promoter's Shareholding – – – –
during the year
At the end of the year 15,53,71,588 34.54 15,53,71,588 34.54
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 Share-holding
shares of the shares of the
Company Company
1. PINFOLD OVERSEAS LIMITED
At the beginning of the year 3,85,30,000 8.57
Increase/(Decrease) in Shareholding during the year – – – –
At the end of the year 3,85,30,000 8.57
2. FERRY HOLDINGS LIMITED
At the beginning of the year – –
Increase/(Decrease) in Shareholding during the year
16/03/2018 2,00,00,000 4.45 2,00,00,000 4.45
At the end of the year 2,00,00,000 4.45
3. LIFE INSURANCE CORPORATION OF INDIA
At the beginning of the year 76,11,574 1.69
At the end of the year 76,11,574 1.69
4. DAMODAR PRASAD AGARWAL
Increase/(Decrease) in Shareholding during the year
27/04/2018 20,000 0.00 6,962,209 1.55
04/05/2018 (10,000) 0.00 6,952,209 1.55
11/05/2018 (10,000) 0.00 6,942,209 1.54
18/05/2018 20,000 0.00 6,962,209 1.55
25/05/2018 (30,000) (0.01) 6,932,209 1.54
08/06/2018 (27,000) (0.01) 6,905,209 1.54
15/06/2018 (25,000) (0.01) 6,880,209 1.53
06/07/2018 10,000 0.00 6,890,209 1.53
13/07/2018 (2,000) 0.00 6,888,209 1.53
20/07/2018 (20,000) 0.00 6,868,209 1.53
27/07/2018 (5,000) 0.00 6,863,209 1.53
24/08/2018 (754) 0.00 6,862,455 1.53
31/08/2018 10,000 0.00 6,872,455 1.53
14/09/2018 10,000 0.00 6,882,455 1.53
05/10/2018 12,378 0.00 6,894,833 1.53
12/10/2018 10,000 0.00 6,904,833 1.54
20
19/10/2018 (4,000) 0.00 6,900,833 1.53
28/12/2018 20,000 0.00 6,920,833 1.54
18/01/2019 46,874 0.01 6,967,707 1.55
15/02/2019 2,550 0.00 6,970,257 1.55
22/02/2019 5,000 0.00 6,975,257 1.55
15/03/2019 50,000 0.01 7,025,257 1.56
22/03/2019 50,000 0.01 7,075,257 1.57
5. UNITED INDIA INSURANCE COMPANY LIMITED
6. GENERAL INSURANCE CORPORATION OF INDIA
7. THE NEW INDIA ASSURANCE COMPANY LIMITED
8. BAYSWATER ENTERPRISES LIMITED
9. NATIONAL INSURANCE COMPANY LIMITED
10. EMERGING MARKETS CORE EQUITY PORTFOLIO
(DFA Investment Dimensions Group Inc.)
At the beginning of the year 81,100 0.02
Increase/(Decrease) in Shareholding during the year:
27/04/2018 100,622 0.02 181,722 0.04
04/05/2018 65,081 0.01 246,803 0.05
11/05/2018 89,982 0.02 336,785 0.07
18/05/2018 246,178 0.05 582,963 0.13
25/05/2018 154,318 0.03 737,281 0.16
15/06/2018 141,742 0.03 879,023 0.20
22/06/2018 38,281 0.01 917,304 0.20
06/07/2018 40,099 0.01 957,403 0.21
13/07/2018 205,984 0.05 1,163,387 0.26
20/07/2018 309,698 0.07 1,473,085 0.33
27/07/2018 190,926 0.04 1,664,011 0.37
03/08/2018 25,220 0.01 1,689,231 0.38
10/08/2018 69,861 0.02 1,759,092 0.39
17/08/2018 137,736 0.03 1,896,828 0.42
21
v) Shareholding of Directors and Key Managerial Personnel:
S. Director(s) & KMP(s) Shareholding at the Cumulative Shareholding
shares of shares of
the Company the Company
1. MR. SUSHIL SURI
Chairman & Managing Director
2. DR. A. K. SINHA
Whole-time Director
At the beginning of the year 100 0.00
At the end of the year 100 0.00
3. MR. MANOJ JOSHI
Independent Director
At the end of the year – –
4. MR. SUKHCHARAN SINGH
5. MR. B. R. WADHWA
6. MRS. ANJU SURI
Director
7. MR. AJAY SHARMA
Chief Financial Officer
8. MR. THOMAS P. JOSHUA*
Company Secretary
9. MR. VIPUL KUMAR SRIVASTAVA**
Company Secretary
* Mr. Thomas P. Joshua had resigned on 24th September, 2018.
** Mr. Vipul Kumar Srivastava is appointed as the Company Secretary w.e.f., 12th November, 2018.
22
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(` in Lakhs)
Particulars Secured Loans Unsecured Deposits Total
(excluding Loans Indebtedness
deposits)
Indebtedness at the beginning of the financial year
(i) Principal Amount 1,411.67 11,965.20 – 13,376.87
(ii) Interest due but not paid 65.12 831.69 – 896.81
(iii) Interest accrued but not due – – – –
Total (i+ii+iii) 1,476.79 12,796.89 – 14,273.68
Change in Indebtedness during the financial year
*Addition 1,004.37 49.63 – 1,004.37
*Reduction 1,311.80 – – 1,311.8
Net Change (307.43) 49.63 – (307.43)
Indebtedness at the end of the financial year
(i) Principal Amount 1,169.36 1,1965.2 – 13,134.56
(ii) Interest due but not paid – 881.32 – 881.32
(iii) Interest accrued but not due – – – –
Total (i+ii+iii) 1,169.36 12,846.52 – 14,015.88
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(` in Lakhs)
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 109.33 6.00 115.33
b. Value of perquisites under Section 17(2)
Income Tax Act, 1961 11.86 – 11.86
c. Profits in lieu of salary under Section 17(3)
Income Tax Act, 1961 – – –
2. Stock Option – – –
3. Sweat Equity – – –
4. Commission
- as % of profit – – –
- others, specify – – –
5. Others, please specify – – –
Total (A) 121.19 6.00 127.19
Ceiling as per the Act 149.43 149.43 298.86
23
B. Remuneration to other Directors:
(` in Lakhs)
S. Particulars of Remuneration Name of Directors Total

No. Amount
1. Independent Directors Mr. Manoj Mr. Sukhcharan Mr. B. R.
Joshi Singh Wadhwa
• Fee for attending board and
committee meetings 2.05 1.90 1.70 5.65
• Commission – – – –
• Others, please specify – – – –
Total (1) 2.05 1.90 1.70 5.65
2. Other Non-Executive Directors Mrs. Anju Suri*
• Fee for attending board and
committee meetings – – – –
• Commission – – – –
• Others, please specify – – – –
Total (2) – – – –
Total (B)=(1+2) – – – 5.65
Total Managerial Remuneration (A+B) 132.84
Overall Ceiling as per the Act 378.75
*Mrs. Anju Suri being a Non-Executive Non-Independent Director of the Company, has not been paid any remuneration.
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: (` in Lakhs)
S. Particulars of Remuneration Key Managerial Personnel Total Amount
No.
Mr. Ajay Sharma Mr. Thomas P. Joshua Mr. Vipul Kumar
Srivastava
(Chief Financial Officer) (Company Secretary)* (Company Secretary)**
1. Gross salary
Salary as per provisions contained
in Section 17(1) of the Income-tax 85.65 7.50 4.83 97.98
Act, 1961
Value of perquisites under Section
17(2) Income Tax Act, 1961 – – – –
Profits in lieu of salary under
Section 17(3) Income Tax Act, 1961 – – – –
2. Stock Option – – – –
3. Sweat Equity – – – –
4. Commission
- as % of profit
- others, specify – – – –
5. Others, please specify – – – –
Total 85.65 7.50 4.83 97.98
* Mr. Thomas P. Joshua had resigned on 24th September, 2018.
** Mr. Vipul Kumar Srivastava is appointed as the Company secretary w.e.f., 12th November, 2018.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
There were no penalties/punishment/compounding of offences for the year ended 31st March, 2019.
Sushil Suri
Date: 27th July, 2019 DIN: 00012028
24
ANNEXURE 'F'
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 31st March, 2019]
A. CONSERVATION OF ENERGY • Replacement of Furnace Oil with LPG in the

1) Energy Conservation measures taken: boiler is under evaluation.
• Replacement of Belt Drive Centrifugal Blowers 4) Capital investment on energy conservation equipment:
with Plug type directs Blowers in the Air Capital investment on energy conservation
Handling Units. equipment made during the year is `243.00 Lakhs.
• Replacement of PPFRP blades with Aluminum B. TECHNOLOGY ABSORPTION (R&D)
Blades in the Cooling Tower.
• Replacement of plant motors with high efficient 1) Efforts made towards technology absorption:
The Company is carrying out innovative process
motors.
improvements for the manufacture of its entire APIs
• Providing high efficiency Hot water system in
as well as Formulations. Research and Development
the manufacturing facilities which replaces
(R&D) activities continue to be a strong support for
existing hot water system (direct steam purging).
profitable growth of business of the Company as
• Installation of Pneumatic Control Valves with well as to meet the stringent requirements of various
the manual Steam Valve in the Hot water tanks regulated markets. Efforts & resources put in R&D
and Steam Tray Dryers which reduced the steam have yielded the desired results in developing robust
consumption. and safe processes as well as formulations at
• Replacement of Chilled water with the cooling affordable cost, development of cost-effective
tower water in the Solvent Recovery Plant after processes for synthesis of new APIs and improving
installation of high efficiency heat exchangers. processes for existing APIs and formulation
• Technology up gradation in the Utilities sections products. The key areas and efforts made towards
by installing the high efficiency machines. development/improvements of technologies of
• Recovery of entire plant condensate various APIs are as under:
by installation of pressure power pump • Scale up of Technology at Manufacturing plant &
package unit. Commercialization of Empagliflozin in anti-
• Installation of High efficiency agitator in diabetic category.
the reactors. • Transfer of Technology of Amorphous
Dapagliflozin in Anti-diabetic category to plant.
2) Impact of measures taken: • Scale up of Technology at Manufacturing plant
• Reduction in power consumption by 4%/kg & commercialization of Linagliptin in
of productivity. Anti-diabetic category to plant.
• Reduction in fuel consumption by 4%. • Development of cost-effective enzymatic
• Reduction in our overall energy bill, power & process using Green chemistry & transfer of
fuel by around 4%/kg of productivity. Technology of Ursodeoxycholic Acid in
• Reduction in solvent consumption by Treatment of primary biliary Cirrhosis category
around 4%. in plant.
• Transfer of Technology of Alogliptin Benzoate in
• Reduction in time cycle by around 14%.
Anti-diabetic category to plant.
3) Steps taken for utilizing alternate source of energy: • Transfer of Technology of Vildagliptin in Anti-
• Feasibility study already being carried out for diabetic category to plant.
utilizing solar energy, as an alternate source of • Development of Improved Chemical Entities/
power, at plant locations. To Start with we are Novel chemical Entities (NCE) is being explored
planning to replace all our street lights with Solar in collaboration with NIPER Mohali.
energy in the Ist Phase and after this successful New Formulations Developed and commercialized
installation, we will plan for 600 MW solar in different therapeutic categories
Roof Tops. • Montelukast & desloratadine tablets and
25
Montelukast & Fexofenadine tablets Development under progress:
Montelukast+Levocetrizine dispersible tablets • Vildagliptin 50/100 mg tablets- under
developen and commercialized under antidiabetic segment.
antihistaminic & antiallergic category. • Vildagliptin 50+ Metformin/500/850/1000 mg
• Iron, multivitamin & mutivitamin tablets.
tablets- Under antidiabetic segment.
• Disodium hydrate syrup under antacid and
gastric disorder. • Rivaroxaban tablets 15/20 mg tablets- under
• Bromohexine syrup & Ambroxol HCL + cardiovascular disorder category.
Terbutaline Sulphate + Guiaphensin • Dabigatron Mesilate capsules 75/110/150 mg
+Phenylephrine syrup and Ambroxol + under cardiac segment.
Levosalbutamol sulphate + Guaiphensin syrup • Levetiracetam 250/500 tablets-under
under Cough and cold category. anticonvulsant category.
• Terbinafine tablets, Ketoconazole tablets
• Montelukast+Desloratadine Syrup (First time in
developed & launched under anti-fungal category.
INDIA, Patent has filed in India).
• Paracetamol suspension under pediatric
antipyretic category. • Aspirin 75+Clopidogrel 75/150 mg Bilayered
• Deflazacort tablets under immunomodulators. tablets- Under Cardiac segment.
• Doxycycline capsule under broad spectrum • Telmisartan 80 mg +Amlodipine 5 mg bilayered
antibiotic category. tablets-under antihypertensive segment.
• Acebrophylline ER tablets under bronchiodilator • Esomeprazole 20/40 mg tablets under
category. Antigastric/ antiacid category.
• Citicholine+ piracetam tablets under
neurological disorder/Alzheimer's. • Coral calcium tablets- under Calcium
• Racecadotril capsules under antidiarrhoeal tablets category.
category. • Mefenamic acid +Dicyclomine tablets under
• Promethazine syrup under aniti nausea & Pain and Antispasmodic category.
vomiting. • Etoricoxib+ Thiocholchicoside tablets under
• Tamsulocin and dutasteride bilayer tablet for pain & skeletal muscle relaxant.
benign prostatic hyperplasia.
• calcitriol, Vit K2-7, Caco3 Boron, Zinc tablets-
• Alphalipoic acid and mecobalamin along with
Under vitamin, mineral tablets.
vitamin-B group capsules under Antioxidant &
vitamins category. • Atorvastatin 10 mg + Aspirin 75 mg capsules-
• Febuxostat 80 mg - additional strength under under cardiac segment.
Antigout category. • Rosuvastatin 10 mg + Aspirin 75 mg capsules-
• Aluminium hydroxide, Magnesium hydroxide, under cardiac segment.
simethicone, Oxetacaine Antacid suspension • Dapagliflozin propanediol 5/10 mg tablets-
under Gastric disorder. under cardiac segment.
Products developed to be launched under different
therapeutic categories: 2) Benefits derived as a result of Research and
• Aceclofenac & Thiocolchicoside tablets under Development (R&D) activities:
Pain & Skeletal muscle relaxant category. The Company is working to improve its processes
• Atorvastatin tablets - additional strengths under which would help it in reducing cost and offer
antihyperlipedemic category. quality products both in API and formulation
• Pantoprazole tablets - additional strengths under segments. Benefits derived as a result of the above
Gastric & antiacidity. including product improvement, cost reduction,
• Paracetamol+ Caffeine tablets under Pain new product development, import substitution etc.
management (Head ache category). are detailed hereunder:
• Vitamin D3 Oral solution (Oil based) - under
• PCT National phase application of Rosuvastatin
Vitamin D defficiency (rickets/osteomalacia).
• Metformin ER 750 mg Tablets - additional Calcium of new polymorph patent was filed in
strengths under antidiabetic category. Europe & USA. It has been published as
• Iron with Multivitamin tablets - Under vitamin & US2019/0127334 & EP3445751.
Mineral tablets. • Indian Patent application titled "Novel Amine
• Sugar free tablets - under supplements for Salts and Amide Derivatives of Various Active
diabetic patient. Pharmaceutical Ingredients" was filed as
IN201811021553.
26
• Indian Patent application for Empagliflozin was Ertugliflozin in Anti-diabetic category,
filed as IN201911008294. It reports “Novel Febuxostat in Anti-gout Category, Ivacaftor in
Processes for preparation of Crystalline Transmembrane conductance regulator
Empagliflozin”. category, Rupatadine Fumarate in Anti-
• Indian Patent application titled “Novel Processes histaminic category & Vortioxetine
for the purification of UDCA and its various Hydrobromide in Anti-depressant category are
intermediates" was filed as IN201911008295. being considered for development.
• Indian Patent application titled "Novel Processes • Commercialization of Ursodeoxycholic acid &
for the preparation and purification of Vildagliptin is being planned due to their high
Rivaroxaban and its Intermediates" was filed as demand.
IN201911013250. • Technology Transfer / Scale up &
• Indian Patent application titled ”А commercialization of Rivaroxaban &
Pharmaceutical Composition in Form of Rupatadine Fumarate is being planned.
Aqueous Syrup Comprising Desloratadine and • Process Improvement work using concept of
Montelukast Sodium“ was filed. It essentially Green chemistry is also planned.
covers the formulation containing Montelukast • Process Improvement work for various APIs
sodium & Desloratadine in varying composition. using Microwave Technology.
• Yield improvement and reduction in the input • To focus on in-house API formulations for
quantities of Raw Materials resulting in cost domestic and export markets.
reduction and economization for various APIs. • To develop and File dossier for Apixaban 2.5/5
• Process/Quality improvements and product up- mg, Linagliptin 5 mg, Empagliflozin 10/25 mg,
gradation as per customer requirements. Sitagliptin 25/50/100 mg through CRO & CMO
• Robust formulation with improved Quality of at initial stage.
pharmaceutical products via mandatory stability • Simultaneous Creation of our own Formulation
studies of drug product at Formulation development lab & Analytical development lab
Development stage to minimize market facility for ANDA and other regulated market at
complaints at Zero level. Baddi location.
• Cost reduction in different formulations by 4) Imported Technology (imported during last 3 years
altering the excipient without affecting the reckoned from beginning of the financial year)
quality parameters such as: Telmisartan
None.
tablets20/40/80mg, Enalapril maleate tablets
2.5/5.0& 10 mg, Etoricoxib tablets 90 mg. 5) Expenditure incurred on Research and
• Patent filing (Provisional specification) entitled A Development (R&D)
Pharmaceutical Composition in Form of The Company has incurred a total expenditure of
Aqueous Syrup Comprising Desloratadine and `95.86 Lakhs, in comparison to expenditure of
Montelukast Sodium”.
`50.20 Lakhs in the previous year (including
3) Future plan of action: capital and revenue expenses), towards Research
The Company continues to carry on various R&D and Development.
initiatives and is regularly upgrading its capabilities
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
to stay ahead of the demanding market
requirements. The R&D work is focused on: The information on earnings and outgo of foreign
• New drugs like Rivaroxaban, Apixaban & exchange is given in notes to Financial Statements under
Edoxaban Tosylate in Anti-coagulant Category, note no. 31.
Elagolix Sodium in GnRH Antagonist Category,
Sushil Suri
Date: 27th July, 2019 DIN: 00012028
27
ANNEXURE 'G'
MANAGEMENT DISCUSSION AND ANALYSIS
GLOBAL PHARMACEUTICAL SCENARIO companies. Indian companies are trying to find a sweet spot
The pharmaceutical industry continues to thrive, yet there to export drugs to China amidst the fast-developing trade war
are several challenges that may affect the industry's future between China and the United States.
growth in 2019 and beyond. The drug prices are at an all- The pharmaceutical landscape is constantly changing with
time high, R&D productivity has only just begun to climb the rapid growth of biosimilars and disruptions of health
again following a limitation faced in previous few years. The technology. The global pharmaceutical market is expected
Indian Pharmaceutical Sectors is recovering from regulatory to grow at compound annual growth rate of around 3-6%
turbulence in the most profitable global market, top Indian over the next five years and will cross $1.5 trillion by 2023.
pharma companies have zeroed in on cost rationalization, The key drivers of growth will continue to be the United
better compliance standards and a more nimble response to States and pharmerging markets with 4-7% and 5-8%
competition while hoping the Chinese market could provide compound annual growth, respectively. In the United States,
the salve going ahead. A review of the FY19 performance of overall spending growth is driven by a range of factors
leading Indian pharma companies point to four dominant including new product approval and brand pricing, while it
themes that hold the future for the industry. is offset by patent expiries and generics. Medicine spending
Cost: Rationalisation of cost during difficult times seems to in Japan totaled $86 billion in 2018, however spending on
be the most important mantra for Indian pharma companies medicines is expected to decline by -3 to 0% through 2023,
that compete on low-cost generics. Spending high on R&D largely because of exchange rates and the continued uptake
related to generic drugs has not been paying off — prompting of generics. In Europe, cost-containment measures and less
companies to go back to their planning boards to make R&D growth from new products contribute to slower growth of
more productive. Besides, legal costs as well as expenditure 1−4%, compared to the 4.7% compound annual growth
on drug marketing have surged in recent years. seen over the past five years. Pharmaceutical spending in
China reached $137 billion in 2018 and is expected to reach
Compliance: With most pharma companies facing
$140−170 billion by 2023, but its growth is likely to slow to
compliance issues with the US drug regulator, the topic is
3−6%.
bound to be on top of their list of priorities. Right from
observations, warning letters to import alerts – companies in New products and losses of exclusivity will continue to drive
India have faced varying degrees of reproach from the similar dynamics across developed markets, while product
USFDA. Besides the loss of business and expenses incurred mix will continue to shift to specialty and orphan products.
on remedial action, companies also suffer value erosion on An average of 54 new active substance (NAS) launches per
the bourses amid uncertainty about the course correction. year are expected over the next five years and two-thirds of
launches will be specialty products, lifting specialty share of
Competition: Competition in the US has worsened in the
spending to near 50% by 2023 in most developed markets.
traditional generic business segment and is no longer as
At the same time, the impact of losses of exclusivity in
remunerative. Faster pace of drug approvals has accentuated
developed markets is expected to be $121 billion between
it. To counter it, Indian companies are moving towards
2019 and 2023, with 80% of this impact, or $95 billion, in
difficult to manufacture differentiated drugs like complex
the United States. By 2023, biosimilars competition in the
generics, specialty drugs and biosimilar – a shift that requires
biologics market will be nearly three-times larger than it is
change in expertise, additional investment and management
today. The industry need to address many challenges, in
bandwidth. The growth prospects of companies will depend
order to thrive in 2019 and beyond.
on the selection of the right strategy.
The United States has led the international pharmaceutical
China: The gradual opening of the Chinese market for Indian
market for many years, so slowed growth here signals bad
generics seems to be a timely opportunity for pharma
28
news for the global economy. Analytical reports indicate that Although biosimilars will present competition for biologics,
market growth in the US will slow to single digits, between they represent significant savings to the consumer. In the
6% and 9%, through 2021, which is down from a 12% United States, the projected cost savings from switching to
growth in earlier years. Still, the US will remain the world's biosimilars is expected to be between $40 and $250 billion
largest pharmaceutical market, contributing 53% of all within the next 10 years. This will go some way in
forecasted growth within the next five years. China is combatting the drug price crisis and make life saving
expected to continue in the second-largest spot by medicines more affordable.
contributing 12% of the world's pharmaceutical growth. Because they are so new to market, biosimilars also present
On a volume basis, the total volume of medicines consumed an opportunity for pharmaceutical companies. Those who
globally will increase by about 3% annually through 2021, excel at marketing biosimilars within their product range
only modestly faster than population and demographic stand to gain an edge over their competitors. Even
shifts. Issues of pricing, market-access pressures, lower companies with limited experience of developing
volume growth in emerging markets, and further generic- biosimilars can grow their portfolios with strategic
drug spread will contribute to the lower rate of growth, mergers/acquisitions to increase their capabilities.
according to the analysis. With the deadline fast approaching for the UK to confirm the
There is still a major issue over high drug prices in the USA. terms of their departure from the European Union (EU), the
Mounting pressures by patients, politicians and regulatory effect of the potential outcomes on the pharmaceutical
bodies over drug pricing and reimbursement led to price industry, both in the UK and globally, is not fully known. The
freezes in 2018 and a proposal to introduce an 'international fear of a no-deal Brexit is causing a sense of panic in the
pricing index' through Medicare - which would aim to European industry that the UK is working hard to assuage.
reduce Medicare spending by 30%. The proposal was met 2019 is proving to be an interesting year for the
widely with criticism due to concerns and in early 2019 pharmaceutical industry for many reasons. Slowed market
several pharmaceutical companies hiked their prices up growth, Brexit implications and inflated drug prices are main
even further - an average of 6.3%. The government faces an areas of concern, but we have also seen this in prior years
ongoing and complex challenge to control increasing drug where the market bounced back and adapted to change.
prices to pave the way or more affordable and accessible
Still, even with its challenges, the pharmaceutical industry is
healthcare for its citizens.
maintaining a stronghold. There is promising news on the
Biosimilars have made big waves in recent years and there is horizon with biosimilars and patient-centric healthcare
strong growth predicted across all markets, forecasting over trends that are likely to help the market return to a full
20% increases over the next five years. However, even thriving state. Emerging markets with strong market growth
though biosimilars are growing at an accelerated rate, the such as China promise more innovative drug development,
market is still dominated by small molecules with 76% of the hopefully leading to more life-saving drug approvals for
market share. patients worldwide.
Although biosimilars are a growing segment and threaten to DOMESTIC PHARMACEUTICAL MARKET
take market share from small molecules, there are some India enjoys an important position in the global
challenges to their production. Based on progress to date, pharmaceuticals sector. The country also has a large pool of
the development of biosimilars seems to provide challenges scientists and engineers who have the potential to steer the
of its own. Despite considerable growth, the market is still in industry ahead to an even higher level. Presently over 80 per
early nascent stage and, in some markets, this development cent of the antiretroviral drugs used globally to combat AIDS
is being further slowed by lawsuits over biologic patents. (Acquired Immune Deficiency Syndrome) are supplied by
The regulatory processes are not yet solidified either and Indian pharmaceutical firms. The exports of Indian
those that have been developed thus far have required costly pharmaceutical industry to the US will get a boost, as
clinical trials to gain market approval. branded drugs worth US$ 55 billion will become off-patent
29
during 2017-2019. Medicine spending in India is projected filed during the current year whereas USDMF filing for
to grow 9-12% over the next five years, leading India to another commercialized product of this category i.e.
become one of the top 10 countries in terms of Linagliptin, is also planned for the current year.
medicine spending. Development & transfer of technology of another New
The pharmaceutical sector was valued at US$ 33 billion in molecules of this series i.e. Alogliptin Benzoate &
2017. The country's pharmaceutical industry is expected to Vildagliptin were completed successfully in the plant. Two
expand at a CAGR of 22.4% till 2020 to reach US$ 55 new products in the latest anti-diabetic 'gliflozin' series i.e.
billion. India's pharmaceutical exports stood at US$ 17.27 Dapagliflozin Propanediol & Empagliflozin have been
billion in FY18 and have surpassed US$ 15.52 billion commercialized & their USDMF filing is also slated for the
in FY19. coming year. Furthermore, development of Amorphous

Dapagliflozin has also been completed and has been
India's domestic pharmaceutical market turnover reached
transferred to plant. The commercialization of Canagliflozin
US$ 18.12 billion in 2018, growing 9.4% year-on-year US$
Hemihydrate is being planned in the current year. Morepen
17.87 billion in 2017. During 2018, Indian pharma
has also selected Ertugliflozin, another new drug of this
companies received 290 ANDA approvals from US FDA.
series, for development, which seems to have good market
The country accounts for around 30% (by volume) and about
potential. These valuable additions would make 'Morepen'
10% (value) in the US$ 70-80 billion US generics market.
very strong in Anti-histaminic, Anti-asthmatic, Anti-
India's biotechnology industry comprising bio- hypercholesterolemic & Anti-diabetic drugs. The new
pharmaceuticals, bio-services, bio-agriculture, bio-industry product additions in aforesaid new categories are expected
and bioinformatics is expected grow at an average growth to bring additional business to the Company.
rate of around 30% a year and reach US$ 100 billion by
Apart from this, development of another complex molecules
2025.
'Ursodiol' or Ursodeoxycholic acid, for treatment of primary
Further investment (as % of sales) in research & development biliary cirrhosis, has been completed by enzymatic
by Indian pharma companies* increased from 5.3% in FY12 technology as a green chemistry initiative and its technology
to 8.5% in FY18. has been transferred to plant.
The government has taken many steps to reduce costs and Morepen is world leader in Loratadine produced in its
bring down healthcare expenses. Speedy introduction of USFDA approved Masulkhana as well as Baddi facility. The
generic drugs into the market has remained in focus and is Company has achieved leadership position, of being one of
expected to benefit the Indian pharmaceutical companies. In the largest suppliers of block buster drugs i.e. anti-asthmatic
addition, the thrust on rural health programmes, lifesaving drug Montelukast Sodium produced in its USFDA approved
drugs and preventive vaccines also augurs well for the Masulkhana along with Desloratadine, another anti-
pharmaceutical companies. histaminic drug.
MOREPEN'S STRATEGY Morepen continues to be a prominent player in commercial
ACTIVE PHARMACEUTICAL INGREDIENDTS (API) production of block buster drugs Atorvastatin calcium,
The company is having strong foothold in the fields of Rosuvastatin calcium of Anti-hypercholesterolemic series,
Anti-hypertensive, Anti-histaminic, Anti-asthmatic, Fexofenadine Hydrochloride of anti-histaminic series,
Anti-hypercholesterolemia & Anti-diabetic drugs and has Olmesartan & Candesartan of anti-hypertensive series &
been servicing customers both in export as well as domestic their intermediates produced in its USFDA approved Baddi
markets from many years. The Candesartan Cilexetil and facility. Another block buster drugs Sitagliptin, Saxagliptin,
Olmesartan Medoxomil Genotoxic DMF filing is slated Linagliptin of 'Gliptin' series and Empagliflozin,
during the current calendar year. The USDMFs for already Dapagliflozin Propanediol of 'Gliflozin' series are also
commercialized latest anti-diabetic drugs of 'gliptin' series produced in the Baddi facility to cater the requirement of
i.e. Saxagliptin Hydrochloride & Sitagliptin phosphate were various customers for formulation development & for patent
free countries.
30
Morepen wishes to make its hold further strong in anti- The Company is reaching more markets and servicing large
histaminic category by developing Rupatadine Fumarate in spectrum of people to deliver its wide range of products.
the coming year. OPPORTUNITIES AHEAD
Morepen has filed five new patent applications for This growth is fuelled by the growing and ageing population
Crystalline Empagliflozin, Novel purification process of in key markets. As per World Population Prospects by
UDCA, Novel purification and preparation process of United Nations, the worldwide population is likely to cross
Rivaroxaban, Rupatadine Fumarate Polymorphic Form A & 9.3 billion by 2050 and around 21% of this population is
for Pharmaceutical Composition in Form of Aqueous Syrup expected to be aged 60 and above. Apart from ageing and
Comprising Desloratadine and Montelukast Sodium. rising population the improvements in purchasing power
FORMULATIONS AND HOME HEALTH DIAGNOSTICS and access to quality healthcare and pharmaceuticals to
Your Company has made considerable progress in both poor and middle-class families worldwide also is driving the
formulations and home diagnostics business segments. growth of global pharma industry. Another aspect which is
Formulation business has recorded a growth of 39% during leading this growth is rising focus of pharmaceuticals
the year whereas Home - diagnostics business is up by 35% companies to tap the rare and speciality diseases market.
against last year. Blood Gluco monitoring business is up Innovations in advanced biologics, nucleic acid
43% whereas Blood Pressure monitoring business is up by therapeutics, cell therapies and bioelectronics &
22%. The Company has cumulatively sold 285 Million implantable has attracted investments in the industry by
Gluco Strips as on close of current year. even non-pharma companies which is also driving the global
pharmaceuticals industry growth.
Home Diagnostics business continues to make handsome
growth year on year and has touched ` 139.75 Crores in the On the other hand, adoption of cost control policies along
current year from ` 51.30 Crores in FY2015. The with tightening of rules by governments in key markets are
manufacturing of Blood Glucometers started few years back expected to impact the growth prospect of the global
has made the company self-reliant. It had saved foreign pharmaceuticals industry. Pharmaceuticals companies are
exchange worth USD 3 million during the current year. forced to reduce their research and development (R&D)
Further in house production of Glucometer strips was started spending due to slowdown of growth in last few years which
last year is bearing fruits. The Company taken up in house is also expected to hamper growth of the global pharma
manufacturing Nebulizers and Thermometers. market as new drugs revenue form large part of pharma
firm's revenue due to exclusivity of the drug. Apart from
The formulation and home diagnostics business has
these generics pharma market is facing decreasing return on
significantly improved during the year and efforts are on to
investment due to price erosion in key markets which is
make significant growth in the coming years. The customers
forcing many firms to look for other avenues and markets to
having reposed confidence in our branded product portfolio
sustain growth.
will be offered new products during the coming years and
market penetration shall also be improved. However medicine spending in India is projected to grow
9-12% over the next five years, leading India to become one
BRAND SHARING AND PRODUCT CONTRACT
of the top 10 countries in terms of medicine spending.
MANUFACTURING (PCM)
Brand sharing and contract manufacturing business has been Going forward, better growth in domestic sales would also
significant growth during the current year. Your Company depend on the ability of companies to align their product
has been able to make inroads across most of the therapeutic portfolio towards chronic therapies for diseases such as such
areas based on its brand image and quality product delivery. as cardiovascular, anti-diabetes, anti-depressants and anti-
cancers that are on the rise.
The tie-up with Vésale Pharma International of Belgium will
be offering the entire product folio in immediate future and Morepen is thinking out of box and targeting totally different
company expects to have some footprint in Probiotics segment of drugs, with consideration of Elagolix Sodium in
market in India. GnRH Antagonist Category, Ivacaftor in Transmembrane
31
conductance regulator category, Febuxostat in Anti-gout same time, Artificial Intelligence (AI) is maturing - turning the
category & Vortioxetine Hydrobromide in anti-depressant hype into more tangible use cases.
category. Two more drugs in Anti-depressant category The predictive and analytic powers of AI enable companies
namely Suvorexant & Brexpiprazole, are considered for to make smarter, faster, and more strategic decisions. AI will
R&D development. Three more drugs, Vonoprazan increase drug development efficiency by not wasting
Fumarate in Anti-ulcer category, Tofogliflozin in Anti- research efforts, for example creating alternative hypotheses
diabetic Category & Topiroxostat in Anti-Gout category may for trials by discovering more data to enable drug
also be considered as future pipeline. repurposing. AI will be critical to the future of pharma as the
OUTLOOK ON THREATS, RISKS AND CONCERNS amount of available data and monitoring devices increase. In
In 2019, drug pricing pressure from regulators, patients, the short term, it will have a real impact with its ability to
politicians and payers will remain and aggressive collect and aggregate disparate data sets and identify
negotiation tactics to drive down drug prices are expected. patterns which in turn will generate more insights. The real
The drug pricing and reimbursement constraints will have potential of AI and machine learning is in enabling pharma
the greatest negative impact on the pharmaceutical sector in companies to be smarter, faster, and more cost efficient.
the years to come. The rise of China, vertical integration and FIXED ASSETS
patent expiry of biologics are expected to have an adverse Fixed Assets of the Company are generally well maintained
equal impact. and are in good condition.
The cost containment measures such as price and INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
reimbursement cuts are leading to tougher market Your Company's internal systems are adequate and
conditions for drug manufacturers and shrinking profit commensurate with the size of operations. These controls
margins. In response to these pressures, companies are ensure that transactions are authorized, recorded and
reassessing their strategies and market focus. As a result, reported on time. They ensure that assets are safe guarded
companies will need to adopt more flexible pricing and protected against loss or unauthorized disposal.
strategies to maximise return on investment including
The Internal Audit department carried out audits in different
negotiate earlier with payers.
areas of your Company's operations. Post-audit reviews
Despite concerns about a trade war, it is not a surprise that were carried out to ensure that audit recommendations were
China is still viewed as a huge market opportunity for the implemented. Discrepancies and weaknesses, if any, found
pharmaceutical industry. China has a large population with a at various levels are timely and suitably addressed with a
growing middle class and it has become a leader in R&D view to efficiently manage the company's valuable
innovation for medicine, particularly regenerative medicine resources.
and perhaps even gene editing. The big challenge that
HUMAN RESOURCES
companies will face is how to best navigate the Chinese
regulatory and commercial landscape. HUMAN RESOURCE MANAGEMENT
Your Company strongly believes that its human resource
The patent expiry of biologics will have a major impact in
function is of strategic significance and works towards
2019, and it is anticipated that the immediate impact will be
building a strong employee value proposition for its
less than expected, particularly in the US. Although several
employees. It provides channels for exceptional career
biosimilars are now approved in the US, the pace of their
growth, superior leadership development, modern day HR
subsequent launch and market growth remains slow and
practices, transparent communication, opportunities for
most biosimilars still face stiff legal battles.
continual learning, enhanced well-being and safety and
Since the pharmaceutical industry needs to increase engagement. Its traditions of fair play, equal opportunity
efficiency, particularly when it comes to drug development. and value chain enhancement are alive and progressing.
The pharma companies losing margins and lacking the Our professionals receive competitive salaries and benefits.
required capital to continue to run trials or testing. At the The inter-personal relationship amongst workers, staff and
32
officers has always been pleasant and of peaceful co- During the year, the Return on Net Worth of the Company is
st
existence. As on 31 March, 2019, there were 1,376 10.31% as compared to the previous financial year 10.42%.
permanent employees on the rolls of the Company. CAUTIONARY STATEMENT
Health, safety and well-being of employees is of paramount The market data and other information contained herein
importance at Morepen and initiatives including medical have been based on the statistics gathered from various
plan benefits, health coaching and awareness have been published and unpublished sources and the Company does
implemented during the year. Employee training and not take any assurance about their authenticity. The
development forms a crucial part of human resource Company's Management reserves the right to revisit any of
development agenda at Morepen and various interventions the analytical statements to decide the best course of action
including trainings on plant safety and POSH have been for the maximization of Shareholders' value in addition to
undertaken. meeting social and corporate obligations.
Your Directors would also like to take this opportunity to Certain statements contained in the Management
express their appreciation for the hard work and Discussions and Analysis Report pertaining to Company's
commitment of the employees of the Company and look objectives, strategies, estimates, expectations or predictions,
forward to their continued contribution. future plans and projections may be forward looking
statements within the meaning of applicable laws and
KEY FINANCIAL RATIOS
regulations and have been made in good faith. The actual
Key financial parameters as on closure of the financial years
results may be affected by many factors that may be different
on the basis of Standalone Financials are as follows;
from what is envisaged in terms of future performance and
Particulars FY 2019 FY 2018
outlook presented above.
Debtors Turnover (days) 62 72
Inventory Turnover 5.66 5.02
Sushil Suri
Interest Coverage Ratio 14.82 7.08 (Chairman & Managing Director)
DIN: 00012028
Current Ratio 0.88 0.70 Place: New Delhi
Debt Equity Ratio 0.47 0.49 Date: 27th July, 2019
Operating Profit Margin 4.26% 5.42%
Net Profit Margin 3.97% 4.66%
33
ANNEXURE 'H'
CORPORATE GOVERNANCE REPORT
[Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, and forming part of the Directors' Report for the year ended 31st March, 2019]
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Presently 'Corporate Governance' has evolved to mean a framework of policies, processes and practices that ensure
accountability, transparency, internal controls, compliance of laws and fairness in all the dealings between management and
various stakeholders of the Company. It is about commitment to the values and ethical business conduct. Corporate Governance
includes the processes through which corporate objectives are set and pursued. The Board of Directors along with the
management of Morepen Laboratories Limited ('Morepen') strive to practice best in class policies and processes demonstrated
through discipline and rigour by which the affairs of the Company are directed and controlled. Transparency, complete
disclosure, accountability, integrity, professionalism, responsiveness, fairness and trusteeship are key principles which the
Company follows in its day-to day functioning. The following are the practices adopted by Morepen for the
Corporate Governance:
• Providing complete, transparent, accurate and relevant disclosure/information to our shareholders, customers, vendors,
employees and other stakeholders, including regulators.
• Fixing accountability of the process in-charge. This ensures the protection of interest of the minority shareholders.
• Conducting operations of the Company with integrity and ethically.
• Ensuring that appropriately qualified and experienced professionals are entrusted with the responsibility of taking critical
business decisions and monitoring the implementation thereof.
• Providing timely and appropriate responses to the issues of the customers and shareholders.
• Protecting and enhancing the long-term wealth of the shareholders.
This evolves from the basic principle that the Board of Directors and management are the trustees of the shareholders and ensure
that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all
transactions. The Company conducts its affairs in compliance with the principles of Corporate Governance prescribed in SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ('Listing Regulations').
2. BOARD OF DIRECTORS
Composition and Category of the Board of Directors as on 31st March, 2019
The composition of Board is in conformity with Regulation 17 of the Listing Regulations and as per the Companies Act, 2013
('the Act'), as amended. The Board has optimum combination of Executive and Non-Executive Directors with one Woman
Director, the Chairman being an Executive Director, not less than fifty percent of the Board of Directors comprise of Non-
Executive Independent Directors. The Board consists of six (6) Directors including two (2) Executive Directors, three (3) Non-
Executive Independent Directors and one (1) Non- Executive Director.
All Independent Directors are eminent professionals bringing wide range of experience in strategy, finance and law. None of the
Directors on the Board is a member of more than 10 Committees or Chairman of more than 5 (five) Committees across all
companies in which he/ she is a Director. During the Financial Year 2018-19, the time gap between any two Board Meetings did
not exceed one hundred and twenty days.
Except Mr. Sushil Suri and Mrs. Anju Suri, none of the Directors of the Company are, inter-se, related to each other.
The Board composition, directorships and board committee positions, including that of the Company, as on 31st March, 2019
are given below:
34
Composition of Board of Directors of the Company is as follows:
Name of Director Category No. of Committee' Membership Committee' Chairmanship
Directorships1 in Listed and in Listed and
Unlisted Companies2 Unlisted Companies2
Mr. Sushil Suri Chairman & Managing 1 1 Nil
Director- Promoter &
Executive Director
Mr. Manoj Joshi Non-Executive 1 2 2
Mr. Sukhcharan Singh Non-Executive 2 3 Nil
Mr. B. R. Wadhwa Non-Executive 2 2 1
Dr. A. K. Sinha Whole-time Director- 1 Nil Nil
Executive Director
Mrs. Anju Suri Promoter, 4 1 1
Non-Executive Director
1
Excludes directorships in foreign companies, companies registered under Section 8 of the Act, private limited companies and
alternate directorships.
2
Includes membership(s) /chairmanship(s) of only Audit Committees and Stakeholders' Relationship Committees in all public
limited companies.
Except Mrs. Anju Suri, none of the aforesaid Directors are acting as Director in any other listed entity. Pursuant to provisions of
SEBI (LODR) (Amendment) Regulations, 2018, the details of listed entity and category of directorship of Ms. Anju Suri is as
follows;
Name of Director Name of other listed entity wherein person Category of Directorship
acting as Director as on 31st March, 2019
Mrs. Anju Suri Blue Coast Hotels Limited Non-Executive Director
Disclosure regarding Appointment, Re-appointment and Resignation of Directors
1. During the year under review, Mr. Sushil Suri (DIN 00012028) was re-appointed as a Chairman & Managing
Director (Executive Director) w.e.f., 20th October, 2018 to 19th October, 2023 at the Annual General Meeting held on 21st
September, 2018.
2. On March 30, 2019, the Board of Directors of the Company has re-appointed Dr. Arun Kumar Sinha (DIN: 00450783) as a
Whole Time Director (i.e., Executive Director), subject to approval of shareholders at this Annual General Meeting.
3. The Board of Directors of the Company in its meeting, decided to increase in the remuneration of Mr. Sushil Suri, up-to an
amount of Rs. Five Crore annually, subject to approval of shareholders at this Annual General Meeting.
4. The existing term of Mr. Bhupender Raj Wadhwa, Mr. Sukhcharan Singh and Mr. Manoj Joshi will be expired on 18th
September, 2019, the Board of Directors of the Company intended to re-appoint them for Second Term of 5 consecutive
years, subject to approval of shareholders at this Annual General Meeting.
5. Mrs. Anju Suri, Non-Executive Director of the Company, is liable to retire by rotation at this Annual General Meeting,
being eligible and offer herself for re-appointment.
Number of shares and convertible instruments held by Non-Executive Directors
None of the Non-Executive Directors of the Company hold any share/ convertible instruments of the Company except Mrs. Anju
Suri. She holds 51,86,369 Equity Shares of the Company as on 31st March, 2019.
Number of Board Meetings and attendance of each Director at the Board Meetings and the last Annual General Meeting (AGM)
During the Financial Year 2018-19, the Board met five times i.e., on 16th May, 2018, 13th August, 2018, 01st November, 2018,
04th February, 2019 and 30th March, 2019. The Annual General Meeting ('AGM') for the financial year 2017-2018, was held on
21st September, 2018. Attendance of the Directors at the Board Meetings and AGM are as follows:
35
Name of Director No. of Board meetings No. of Board Attendance
held during the tenure meetings attended at last AGM
Mr. Sushil Suri 5 5 Yes

Mr. Manoj Joshi 5 5 Yes
Mr. Sukhcharan Singh 5 5 No
Mr. B. R. Wadhwa 5 5 No
Dr. A. K. Sinha 5 3 No
Mrs. Anju Suri 5 5 No
The gap between two Board meetings did not exceed one hundred and twenty days. Board meeting dates were finalised in consultation
with the Directors and Notice of the meetings alongwith detailed agenda and other background notes or information, which were
essential for the Board to effectively and reasonably perform their duties and functions, were circulated well in advance thereby enabling
the Board to take informed decisions.
Independent Directors
The Company has received necessary declaration from each Independent Director as per the provisions of Section 149(7) of the Act that
they meet the criteria of independence laid down in Section 149(6) of the Act. Additionally, they complying criteria of independence
prescribed in clause (b) of sub-regulation (1) of regulation 16.
During the year under review a separate meeting of the Independent Directors of the Company was held on 04th February, 2019, without
the presence of Non-Independent Directors and members of the Management. All the Independent Directors of the Company were
present in the meeting.
The Board of Directors of the Company is in form opinion that the all three independent directors of the Company fulfil all the
requirements/ conditions related to Listing Regulation and the Companies Act, 2013 and its rules made thereunder and are truly
independent of the Management of the Company. During the year, there were no any Independent Director resigned before the expiry of
his tenure.
Familiarisation Programme for Independent Directors
The Company has put in place a system to familiarise the Independent Directors about the Company's profile, products, business
performance, market presence, constitution, board procedures, major risks and risk management strategy, regulatory compliance status,
values and commitments of the Company, through presentations at Board and Committee Meetings. The details of such familiarisation
programme for Independent Directors is also available at website of the Company and can be accessed at: http://www.morepen.com/pdf/
Familiarisation-Programme-for-Independent-Directors.pdf
Performance Evaluation of Board, Committees & Individual Directors
The Company, under the Performance Evaluation Policy, has laid down the process and mechanism for evaluating the performance of the
Board, Committees thereof, individual Directors and Chairman of the Board. As per the requirements of the Act and the Listing
Regulations, annual performance evaluation of Board, Independent Directors, Non-Executive Director, Executive Director, Committees
and Chairman of the Board is required to be carried out during a year. Such evaluation has been carried out as per Director's Performance
Evaluation Policy during the financial year ended 31st March, 2019.
Details of skills/expertise/competence of Board of Directors
The Directors of the Company have rich and diversified experience in the fields of managerial entrepreneurship, management,
administration, pharmaceuticals, banking, finance and taxation.
The core competencies of each Director has been identified by the Board of Directors as required in the context of Company' business and
pharmaceutical sector for an efficient functioning and growth.
3. AUDIT COMMITTEE
The Company has an Audit Committee, as per the requirements of Regulation 18 of the Listing Regulations and Section 177 of the Act.
The terms of reference of the Audit Committee includes the matters specified under Regulation 18 and Part C of Schedule II of the Listing
Regulations and Section 177 of the Act, as amended from time to time and other matters referred by Board.
Composition of the Committee
The Audit Committee comprises following members of the Board of Directors
S. No. Name of the Committee' member Category Status
01 Mr. Manoj Joshi Non-Executive Independent Director Chairman
02 Mr. Bhupender Raj Wadhwa Non-Executive Independent Director Member
03 Mr. Sukhcharan Singh Non-Executive Independent Director Member
36
All the members of the Committee are financially literate i.e., have the ability to read and understand financial statements. Provided
majority of the members of the Audit Committee possesses accounting or related financial management expertise. The meeting of Audit
Committee is also attended by the Chief Financial Officer, Statutory Auditors and Internal Auditors of the Company. 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 16th May, 2018, 13th August, 2018, 01st November, 2018 and 04th
February, 2019. The attendance of members are as follows:
S. No. Name of the Committee' member No. of meetings held Attendance

during the year
1. Mr. Manoj Joshi 4 4
2. Mr. Sukhcharan Singh 4 4
3. Mr. B. R. Wadhwa 4 4
As per Regulation 18(1) of the Listing Regulations, Section 177 of the Act and the Secretarial Standards, Mr. Manoj Joshi, the Chairman of
the Committee was present at the last AGM of the Company to answer the shareholder's queries.
Brief terms of reference of the Audit Committee
The terms of reference, role and powers of the Audit Committee are as per the applicable provisions of the Act and Listing Regulations,
and includes the following:
• Examination and overseeing of Company's financial reporting process and the disclosure of its financial information;
• Recommending to the Board, the appointment, reappointment, remuneration/audit fees, terms of appointment and removal, as and
when required, of the statutory and internal auditors of the Company;
• Approving or any subsequent modification of transactions of the Company with related parties;
• Reviewing the annual Financial Statements with the Management, before submission to the Board for approval, with particular
reference to:
a) changes, if any, in accounting policies and practices and reasons for the same;
b) major accounting entries involving estimates based on the exercise of judgment by management;
c) significant adjustments made in the financial statements arising out of audit findings;
d) compliance with listing and other legal requirements relating to Financial Statements;
e) disclosure of any related party transactions.
• Reviewing the matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in
terms of Section 134 of the Act;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue, the statement of funds utilized
and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing the Internal Audit Report presented by the internal auditors including the independence, adequacy and effectiveness of
the overall internal audit function and evaluation of the external and internal auditors;
• Reviewing any internal investigations by the internal auditors into areas of suspected fraud or irregularity of a material nature and
reporting the matter to the Board;
• Reviewing and evaluating internal financial controls, adequacy of the internal control and risk management systems;
• Reviewing the functioning of the Whistle Blower Mechanism; Assess the causes for substantial defaults in payment to the depositors,
creditors and shareholders (for unpaid dividend, if any);
• Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc.;
• Any other matters as may be mentioned in the terms of reference of the Audit Committee. The Audit Committee provides assurance
related to the adequacy of internal control system, financial performance and disclosures to the Board.
37
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 the Listing Regulations and Section 178 of Companies
Act, 2013, as amended, from time to time and other matters referred by the Board.
Composition of the Committee

The Nomination & Remuneration Committee comprises following members of the Board of Directors;

1. Mr. Manoj Joshi Non-Executive Independent Director Chairman
2. Mr. Bhupender Raj Wadhwa Non-Executive Independent Director Member
3. Mr. Sukhcharan Singh Non-Executive Independent Director Member
Pursuant to provisions of Regulation 19 of the Listing Regulations, all the members of Nomination and Remuneration Committee of the
Company are non-executive independent directors of the Company. The Company Secretary of the Company acts as the Secretary to the
Committee.
Meetings and attendance during the year:
During the period under review, five meetings of Nomination and Remuneration Committee were held i.e., on 16th May, 2018, 13th
August, 2018, 01st November, 2018, 04th February, 2019 and 30th March, 2019. The attendance of members are as follows:
S. Name of the Committee' member No. of meetings held Attendance

No. during the year
1. Mr. Manoj Joshi 5 5
2. Mr. Sukhcharan Singh 5 5
3. Mr. Bhupender Raj Wadhwa 5 5
As per Regulation 19(3) of the Listing Regulations, Section 178 of the Companies Act 2013 and the Secretarial Standards, Mr. Manoj
Joshi, Chairman of the Committee was present at the last AGM of the Company to answer the shareholder's queries.
Brief terms of reference of the Nomination and Remuneration Committee

The terms of reference, role and powers of the Nomination and Remuneration Committee are as per the applicable provisions of the Act
and Listing Regulations and includes the following:
• Formation of criteria for determining qualification, positive attributes and independence of Directors; Recommendation of the
remuneration policy for the Directors, Key Managerial Personnel, and other senior management personnel to the Board;
• Formulation of criteria for evaluation of Directors, the Board and the Committees thereof; Recommendation of remuneration of
the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria and
commissions to Non-Executive Directors;
• Identifying persons who are qualified to become Directors and who may be appointed as Key Managerial Personnel in
accordance with the criteria laid down and recommending to the Board their appointment, removal, and other terms as may be
referred by the Board from time to time.
Performance evaluation of Directors and criteria for Independent Directors
The Nomination & Remuneration Committee carries out the evaluation of performance of individual Directors. Further, in accordance
with Schedule IV to the Act and Regulation 17(10) the Listing Regulations, performance evaluation of Independent Directors is done by
the entire Board excluding the Director being evaluated.
5. REMUNERATION TO DIRECTORS
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is available on the website of the Company at
http://www.morepen.com/pdf/Nomination-and-Remuneration-Policy.pdf. The Remuneration to the Executive is paid in accordance
with the provisions of the Act, within the limits set out thereunder, Articles of Association of the Company and as per the Nomination and
Remuneration Policy of the Company. Nomination and Remuneration Policy of the Company is aimed at:
• Identifying persons who are qualified to become Directors and persons who may be appointed at senior management and Key
Managerial positions;
38
• Attracting talented managerial persons taking into account the talent market, the remuneration trend and the competitive
requirement of the business;
• Retaining high-calibre talent; and
• Determining remuneration of Directors and Key Managerial Personnel.
Presently, except sitting fees Non-Executive Directors are not paid any remuneration. Further, none of the Non-Executive Directors have
any pecuniary relationship or transaction vis-a-vis the Company.
Details of remuneration disbursed to Executive Directors of the Company, during the period under review are as under:
( ` in Lakh)
Name of Director Salary Perks Commission Sitting Fee Total
Mr. Sushil Suri 109.33 11.86 – – 121.19
Dr. A. K. Sinha 6.00 – – – 6.00
Independent Directors are paid by way of sitting fees for attending meetings of the Board & Committees thereof. Details of sitting fee paid
to Non- Executive Directors of the Company, during the year under review are as under;
Name of Director Sitting Fee ( ` in Lakh)
Mr. Manoj Joshi 2.05
Mr. Sukhcharan Singh 1.90
Mr. B. R. Wadhwa 1.70
Mrs. Anju Suri Nil
There is no separate service contract executed with Directors of the Company, the terms and condition including notice period,
severance fees etc., are as per appointment letter and in accordance with the policy of the Company. The Company does not have any
stock option scheme.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to compliance of Regulation 20 and Part D of Schedule II of Listing Regulations and Section 178 of the Act, as amended from
time to time, The Company have a duly constituted Stakeholders Relationship Committee.
Composition of the Committee:
The Stakeholders Relationship Committee comprises following members of the Board of Directors;

1. Mr. Manoj Joshi Non-Executive Independent Director Chairman
2. Mr. Sushil Suri Executive Director Member
3. Mr. Sukhcharan Singh Non-Executive Independent Director Member
Mr. Vipul Kumar Srivastava, Company Secretary of the Company, has been designated as Compliance Officer of the Company and acts as
the Secretary of the Committee. Pursuant to Section 178(7) of the Act read with Regulation 20 of the Listing Regulations and the
Secretarial Standards, Mr. Manoj Joshi, the Chairman of the Committee was present at the last AGM of the Company to answer the
shareholder's queries.
Role of Stakeholders' Relationship Committee

The role and terms of reference of Stakeholders' Relationship Committee are as follows:
• Redressal of grievances of shareholders, including complaints related to the transfer of shares;
• Collecting and analysing reports received periodically from the Registrar and the Share Transfer Agent;
• Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;
• Issue of duplicate certificates and new certificates on split/consolidation/renewal;
• Non-receipt of declared dividends, balance sheets, annual report or any other documents or information sent by the Company to
its shareholders.
The Company and its Registrar & Share Transfer Agent attend all grievances received from the shareholders. Efforts are made to ensure
that all the grievances of the shareholders are redressed expeditiously and satisfactorily. A separate e-mail i.d., investors@morepen.com,
has been designated by the Company for the shareholders to lodge their complaints / queries.
39
Communication by Shareholder's holding shares in demat mode should address their correspondences relating to updates in their
details, viz., address, bank accounts, contact number, etc. to their respective Depository Participants. The Company has also send
communication to the shareholders for updation of PAN and Bank Accounts details etc., in compliance of SEBI Circular no.
SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 and amendment thereto.
Shareholder's holding shares in physical mode, may address such correspondences either to the Company Secretary of the Company or
Mas Services Limited (Registrar and Share Transfer Agent of the Company). However, queries relating to non-receipt of dividend or non-
receipt of annual reports of the Company should also be addressed to the Company. Members are requested to indicate their DP ID &
Client ID/ Ledger Folio number in their correspondence with the Company and also to provide their email addresses and telephone
numbers to facilitate prompt response from the Company.
The Shareholders are also informed that pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment)
Regulations, 2018, dated 8th June 2018, which provided that except in case of transmission or transposition of securities, requests for
effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. After
extension of applicability, it is mandatory to have shares in dematerialized form for effecting transfer of shares w.e.f., 1st April, 2019
SEBI Complaints Redressal System (SCORES):
The Company has registered with SCORES. In SCORES, the investor complaints may be processed in a centralized web based complaints
redressal system. The salient features of this system are Centralized database of all complaints, online upload of Action Taken Reports
(ATRs) by the Company and online viewing by investors/shareholder of actions taken on the complaint and its current status.
The Company has received 15 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 31st March, 2019, one
investor complaint was outstanding/pending, which has been resolved as on signing of this Directors Report.
7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company have also a duly constituted Corporate Social Responsibility Committee in compliance of Section 135 of the Companies
Act, 2013 and its rules made thereunder.
Composition of the Committee:
Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors of the Company. The Composition of the
CSR Committee are in compliance with the provisions of Section 135 of the Act. The CSR Committee is comprising following members:

1. Mr. Sushil Suri Executive Director Chairman
2. Mr. Bhupender Raj Wadhwa Non-Executive Independent Director Member
3. Mr. Manoj Joshi Non-Executive Independent Director Member
Role of Corporate Social Responsibility Committee

The Role and Terms of Reference of the CSR Committee, includes the following:
• Formulate and update the CSR Policy;
• Decide the CSR activities to be taken up by the Company in accordance with the CSR Policy;
• Decide the amount to be allocated for each project or activity;
• Oversee and monitor the progress of the initiatives rolled out under this Policy;
• Submit a report, to the Board on all CSR activities undertaken during the Financial Year.
During the year two meetings of the Corporate Social Responsibility Committee were held on i.e., 16 th May, 2018 and 04th February,
2019. The requisite quorum was present at both the meetings. Further, Mr. Vipul Kumar Srivastava, Company Secretary of the Company
acts as the Secretary of the Committee.
The CSR Policy of the Company is available on the website of the Company at the following address at
http://www.morepen.com/pdf/Corporate-Social-Responsibility-Policy.pdf
8. GENERAL BODY MEETINGS

The General Body Meetings i.e., Annual General Meetings were held in accordance with the requirements of Listing Regulations and the
Companies Act, 2013.
40
Details of last three Annual General Meetings (AGMs):
Financial Year Date & Time Location Special Resolution(s) Passed

2017-18 21.09.2018 at 10.30 a.m. Morepen Village, Nalagarh Road, Near Baddi, –
Distt. Solan, Himachal Pradesh
2016-17 22.09.2017 at 10.30 a.m. Morepen Village, Nalagarh Road, Near Baddi, –
2015-16 23.09.2016 at 10:30 a. m. Morepen Village, Nalagarh Road, Near Baddi, –
There was no any Special Resolution passed through postal ballot, during the period under review. None of the businesses proposed to
be transacted at the ensuing Annual General Meeting require to be transacted through postal ballot. There was no any Extra-Ordinary
General Meeting held during the year under review.
9. MEANS OF COMMUNICATION
Financial Results: The results (quarterly and yearly) of the Company are published within 48 hours in 'Financial Express' (English) and
'Jansatta' (Hindi) newspapers within 48 hours of approval thereof and shall also be posted on Company's website viz.,
www.morepen.com
Annual Report: The Company has sent Annual Reports, notices, and other communications to the shareholders electronically on their
email IDs as registered in the depository system. Physical copies of such communications are sent to other shareholders, whose email IDs
are not registered in depository system, through the prescribed modes of postage.
Website: The Company's website i.e., www.morepen.com, contains a separate section wherein shareholders' related information are
updated periodically and are available in a user-friendly and downloadable form.
News Release and presentation etc.: The press releases and official news, as applicable, are displayed on the Company's website on the
happening of any material event, an official news release is made to the Newspapers/Press, Stock Exchanges and the same is also
displayed on the Company website and disseminated to Stock Exchanges.
10. GENERAL SHAREHOLDER INFORMATION
a) Date, Time and Venue of Friday, 13th September, 2019 at 10:00 a.m. at Morepen Village, Nalagarh Road, Near
Annual General Meeting (AGM) Baddi, Distt. Solan, Himachal Pradesh – 173 205
b) Financial Year 1st April, 2018 to 31st March, 2019
c) Date of Book Closure The dates of book closure will be from Saturday, 7th September, 2019 to Friday 13th
September, 2019 (both days inclusive) for AGM.
The Board of Directors of the Company has not recommended dividend for the
financial year ended 31st March, 2019.
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 2019-20 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
41
f) Market Price Data:
Month BSE NSE
High Price Low Price High Price Low Price
Apr-18 41.30 31.00 41.35 31.00
May-18 38.15 26.25 38.25 26.15
Jun-18 33.95 24.70 34.00 24.70
Jul-18 37.10 25.50 37.10 25.60
Aug-18 36.25 27.65 36.30 27.50
Sep-18 30.35 23.05 30.35 23.15
Oct-18 26.95 19.20 26.90 18.80
Nov-18 27.80 21.50 26.60 21.50
Dec-18 24.40 19.50 24.40 19.25
Jan-19 22.35 19.30 22.45 19.50
Feb-19 20.40 14.70 20.45 14.55
Mar-19 20.15 16.60 20.20 16.55
(Source: Official website of BSE & NSE)
g) Performance of Morepen Share Price in comparison to broad based indices such as NSE – Nifty 50 and BSE Sensex
20,000 40.00
18,000 35.00
16,000
30.00
14,000
12,000 25.00
10,000 20.00
8,000 15.00
6,000
10.00
4,000
2,000 5.00
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42
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SENSEX MOREPEN (BSE)
h) Registrar and Share Transfer MAS Services Limited

Agents (RTA) T-34, 2nd Floor, Okhla Industrial Area, Ph.- II, New Delhi - 110 020
Tel. No.: 011 - 26387281/82/83; Fax. No.: 011 - 26387281
e-mail id: info@masserv.com; website: www.masserv.com
i) Share Transfer System The Company has appointed a Registrar and Transfer Agent (RTA) viz., Mas Services
Limited, for smooth and hassle free share transfer and other related activities. The
requests for share transfer, transmission, sub-division, consolidation, renewal, re-mat,
duplicate etc., in physical form, may be lodged with the RTA. The share transfers are
generally processed within 15 days from the date of receipt of request, provided the
documents are complete in all respects. The Company is complying with applicable
Regulations of Listing Regulations and the Companies Act, 2013 and its rules made
thereunder related to Share Transfer(s).
j) Distribution of shareholding as on 31st March, 2019
Category of Shareholdings No. of % of Total Amount % of total

From – To shareholders shareholders Shares (Rs.) Amount
1 - 5,000 1,24,645 91.30 7,68,46,390 15,36,92,780 17.08

5,001 - 10,000 6,995 5.12 2,48,74,727 4,97,49,454 5.53
10,001 - 20,000 2,782 2.03 2,03,54,352 4,07,08,704 4.52
20,001 - 30,000 788 0.57 99,27,663 1,98,55,326 2.21
30,001 - 40,000 375 0.27 66,70,776 1,33,41,552 1.48
40,001 - 50,000 215 0.15 49,28,427 98,56,854 1.10
50,001 - 1,00,000 405 0.29 1,43,36,828 2,86,73,656 3.19
1,00,001 and above 312 0.22 29,18,87,040 58,37,74,080 64.89
Total 1,36,517 100.00 44,98,26,203 89,96,52,406 100.00
43
Category No. of shares held Shareholding (%)
Promoters & Promoters Group 15,53,71,588 34.54
Financial Institutions/Banks 19,45,445 0.43
Insurance Companies 2,16,64,879 4.82
FIIs and Foreign Portfolio Investors 4,20,57,700 9.35
Bodies Corporate 1,83,86,091 4.09
Individuals 18,21,38,664 40.49
NRI & OCBs 2,65,33,998 5.90
Others (Clearing Member, Trust & NBFCs) 17,27,838 0.38
Total 44,98,26,203 100.00
5.90% 0.38%
NRI & OCBs Others (Clearing Member, Trust & NBFCs)
34.54%
Promoters & Promoters Group
40.49%
Individuals
0.43%
Financial Institutions/Banks
4.82%
Insurance Companies
9.35%
4.09% FIIs and Foreign
Bodies Corporate Portfolio Investors
k) Dematerialization of Shares and The Equity Shares of the Company are in compulsory de-mat segment and are available
Liquidity 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 31st March, 2019,
37,93,43,404 Equity Shares of ` 2/- each (84.33%) are held in
electronic/de-mat form.
l) Outstanding GDRS/ADRS/Warrants or any Convertible Instruments, Conversion Date and Likely Impact on Equity:
Type of Security Date of Conversion Likely impact on Equity
97,35,201 - 0.01% Optionally Convertible Optionally Convertible into Equity The impact on equity would be
Preference Shares (OCPS) Shares at the end of 7 years from the determined only at the time of
respective date of its allotment. conversion of Preference Shares
into Equity.
The above shares have been allotted as per 97,35,201 0.01% OCPS have fallen due The Equity Shares, if opted, would
the following details: for redemption/conversion as follows: be allotted at a price determined as
i. 70,40,276 allotted on May 4, 2007; i. 70,40,276 due on May 4, 2014; and per the provisions of SEBI (ICDR)
ii. 17,62,000 allotted on May 31, 2007; and ii. 17,62,000 due on May 31, 2014; Regulations, 2009 and other laws
iii. 9,32,925 allotted on February 9, 2008 iii. 9,32,925 due on February 9, 2015 as may be applicable.
m) Commodity price risk or foreign exchange The Company is not engaged in commodity trading, hedging or exchange risk mana-
risk and hedging activities gement activities.
n) 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 - 173 220
• Village Masulkhana, District Solan, Himachal Pradesh - 173 220
44
o) 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: investors@morepen.com; 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: investors@morepen.com; Website: www.morepen.com
Investor Correspondence (RTA):
MAS Services Ltd.
Unit: Morepen Laboratories Limited
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
Email id: info@masserv.com; Website: www.masserv.com
p) Credit Rating The Company didn't issue any debt instruments or any fixed deposit or have any
scheme or proposal involving mobilization of funds, whether in India or abroad,
therefore, there is no need to have credit rating(s) from any Credit Rating Agencies,
during the relevant financial year.
11. 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,
Senapati Bapat Marg, Lower Parel, Dalal Street,
Mumbai - 400 013 Mumbai - 400 023
Telephone : 022 - 2497 2964-70 Telephone : 022 - 2272 3333-3224
Fax : 022 - 2497 2993, 022-2497 6351 Fax : 022 - 2272 3199
12. 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 the Listing Regulations.
13. OTHER DISCLOSURES

a) Disclosures on Materially significant related party transactions that may have potential conflict with the interests of the
Company at large:
There were no materially significant related party transactions during the financial year 2018-19 which are considered to
have potential conflict with the interests of the Company at large. Particulars and nature of transactions with the related
st
parties in summary form, duly reviewed by Audit Committee, be entered into during the year ended 31 March, 2019, in the
ordinary course of business of the Company and at arm's length basis are disclosed in compliance with the Indian
Accounting Standard on “Related Party Disclosures” in Note No. 33 of Notes to financial statements in the Annual Report.
The Company' Policy on Related Party Transactions is available on website of the Company and can be accessed at
http://www.morepen.com/ pdf/Policy-on-Dealings-with-Related-Party-Transactions.pdf.
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:
The Company has complied with the requirements of Stock Exchanges, Securities and Exchange Board of India and other
statutory authorities /regulatory on matters relating to capital markets during the last three years and consequently no
penalties or strictures have been imposed on the Company by any of these authorities.
However, pursuant to Corporate Debt Restructuring Scheme approved by the CDR cell, there were Equity Shares allotted to
the lenders of the Company in satisfaction of their outstanding debts. Out of which, 3,75,750 Equity Shares are yet to be
listed and the Company has approached to Stock Exchange(s) and SEBI to list those shares. The application is pending with
authorities.
45
c) Details of establishment of vigil mechanism, whistle blower policy and affirmation that no personnel have been denied
access to the Audit Committee:
The Company has adopted a Vigil Mechanism/Whistle Blower Policy for developing a culture where it is safe for all
directors/employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows
unrestricted access to all employees and others to approach the Audit Committee and there has been no instance during the
year where any personnel has been denied access to the Audit Committee.
d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements:
The Company has generally complied with all the mandatory requirements as stipulated under Regulation 34(3) read with
Para C of Schedule V of the Listing Regulations, to the extent applicable to the Company.
e) Disclosures related to policy for 'material' subsidiary
None of the subsidiary companies including wholly owned subsidiary of the Company is a material non-listed subsidiary as
defined in Regulation 24 of the Listing Regulations. The Audit Committee of the Company periodically reviews the
financial statements, in particular, the investments made by the unlisted subsidiary companies. The Minutes of the Board
Meetings and financial statements of all wholly owned unlisted subsidiary Companies are circulated along with agenda and
are also placed before the Meeting(s) of the Board of Directors of the Company. The Policy for determining the 'material'
subsidiaries is in accordance with the definition of 'material subsidiary' as contained in Regulation 16(1)(c) of the Listing
Regulations and the same is available on the website of the Company at following web link at
http://www.morepen.com/pdf/Policy-for-Determining-Material-Subsidiary.pdf
f) Disclosures related to policy on dealing with Related Party Transaction
The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party
Transactions. The said Policy is available on the website of the Company and can be accessed through web link at
http://www.morepen.com/pdf/Policy-on-Dealings-with-Related-Party-Transactions.pdf
g) Disclosures related commodity price risks and commodity hedging activities
The Company is not engaged in the business related to commodity therefore this clause is not applicable on the Company.
h) Disclosures related to utilization of funds raised through preferential allotment or qualified institutional placement
The Company has not raised any funds through preferential allotment or qualified institutional placement during the year
under review.
i) Certificate of Practicing Company Secretary for Board of Directors
A Certificate has been obtained from Mr. Praveen Dua, Company Secretary in practice that none of the Directors on the
Board has been debarred or disqualified from being appointed/re-appointed or continuing as Director of companies by
SEBI/Ministry of Corporate Affairs or any such statutory authority.
J) Disclosures related to recommendation of Committee(s) of the Board of Directors of the Company
There is no any instance wherein the Board had not accepted any recommendation of any committee of the board which is
mandatorily required, during the financial year. The Board had considered all the recommendation of / submissions of the
Committee before passing any resolution.
k) Disclosures related to total fees paid to Statutory Auditors for all their services to the Company and its subsidiary
Total fees paid to Statutory Auditors for all services provided to the Company and its subsidiaries, on a consolidated basis,
are disclosed in Note No. 29 of the Consolidated Financial Statements. The firm of Statutory Auditors does not have any
network firm/network entity of which the Statutory Auditors are a part.
l) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as
follows:
(i) number of complaints filed during the financial year- NIL
(ii) number of complaints disposed of during the financial year-NIL
(iii)number of complaints pending as on end of the financial year-NIL
m) Disclosure related to compliance related to Corporate Governance
There is no non-compliance of any requirement of Corporate Governance as mentioned of Sub paras (2) to (10) of Part C of
Schedule V of the Listing Regulations. The Company is complying with all compliance related to Corporate Governance
requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing
Regulations.
46
n) Disclosure related to adoption of discretionary requirements – Part E of Schedule II of Listing Regulations.
Out of discretionary requirements prescribed under Part-E of Schedule II of Listing Regulations, the Company has adopted
requirement of unmodified audit opinion, reporting of internal auditors directly to the Audit Committee.
o) Chairman & Managing Director and Chief Financial Officer' declaration
In accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, the Chairman & Managing
Director and Chief Financial Officers have furnished a duly signed Compliance Certificate to the Board of Directors for the
year ended 31st March, 2019.
A declaration for compliance of Code of Conduct by the Board of Directors and Senior Management Personnel, duly signed
by Chairman & Managing Director of the Company annexed with this report.
The Chairman & Managing Director and Chief Financial Officer have also certified to the Board in accordance with
Regulation 33(2)(a) of the Listing Regulations pertains to Chairman & Managing Director and Chief Financial Officer
certificates for the financial year ended 31st March, 2019.
p) Compliance Certificate from Practicing Company Secretary for Corporate Governance Compliance
A certificate from Mr. Praveen Dua, Proprietor of PD & Associates, a firm of practicing company secretary, regarding
compliance of conditions of corporate governance is annexed with Directors Report.
q) Code of Conduct to Regulate, Monitor and Report Trading by Insiders
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, 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 pursuant to compliance of SEBI (Prohibition
of Insider Trading) (Amendment) Regulations, 2018.
r) Compliance related to Secretarial Standards as issued by the Institute of Company Secretaries of India
The applicable Secretarial Standards as issued by the Institute of Company Secretaries of India and approved by the Central
Government has been duly complied with and adhered to by the Company.
14. EQUITY SHARES IN THE SUSPENSE ACCOUNT
In terms of Part F of Schedule V of the Listing Regulations, 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 shareholders Number of Equity Shares
Aggregate number of shareholders and the outstanding shares 4,885 54,16,993
lying in the Unclaimed Suspense Account as on 1st April, 2018
Number of shareholders who approached the Company for transfer
of shares from Unclaimed Suspense Account during the year 26 30,802
Number of shareholders to whom shares were transferred from
the Unclaimed Suspense Account during the year 25 29,145
Aggregate number of shareholders and the outstanding shares
st
lying in the Unclaimed Suspense Account as on 31 March, 2019 4,860 53,87,848
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.
Sushil Suri
Date: 27th July, 2019 DIN: 00012028
47
DECLARATION PURSUANT TO PART D OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
In accordance with Part D of Schedule V of 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 31st March, 2019.
Sushil Suri
Date: 27th July, 2019 DIN: 00012028
CERTIFICATE FROM PRACTICING COMPANY SECRETARY

(Pursuant to clause 10(i) of Schedule V to SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015)
We, PD and Associates, Practicing Company Secretaries, hereby certify that none of the Directors on the Board of the Morepen
Laboratories Limited (CIN: L24231HP1984PLC006028) (“the Company”), have been debarred or disqualified from being appointed
or continuing as Directors of Companies by the Securities and Exchange Board of India (SEBI)/Ministry of Corporate Affairs or any
such Statutory Authority.
For PD and Associates

Company Secretaries
CS Praveen Dua
Place: New Delhi Proprietor
Date: 27th July, 2019 C.P. No.2139
48
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
st
the financial year ended on 31 March, 2019 as stipulated in Part E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended ('Listing Regulations') of the 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, as amended, 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 31st March, 2019, 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
Place: New Delhi Proprietor
th
Date: 27 July, 2019 C.P. No.2139
49
CMD AND 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
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 31st March, 2019 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 For Morepen Laboratories Limited
Place: New Delhi Ajay Sharma Sushil Suri

Date: 4th May, 2019 (Chief Financial Officer) (Chairman & Managing Director)
DIN: 00012028
50
Independent Auditor's Report
To the Members of Morepen Laboratories Limited
Report on the Audit of Standalone Financial Statements
st
Opinion of affairs of the Company as at 31 March, 2019, the profit and total
comprehensive income, changes in equity and its cash flows for the
We have audited the accompanying standalone financial year ended on that date.
statements of Morepen Laboratories Limited (“the
st
Company”), which comprise the Balance Sheet as at 31 Basis for Opinion
March, 2019, the Statement of Profit and Loss (including
Other Comprehensive Income), Statement of Changes in We conducted our audit in accordance with the Standards on
Equity and Statement of Cash Flows for the year then ended Auditing (SAs) specified under section 143(10) of the Act. Our
and summary of significant accounting policies and other responsibilities under those Standards are further described in the
explanatory information (hereinafter referred to as “the Auditor's Responsibilities for the Audit of standalone financial
standalone financial statements”). statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the
In our opinion and to the best of our information and Institute of Chartered Accountants of India together with the
according to the explanations given to us, the aforesaid independence requirements that are relevant to our audit of the
standalone financial statements give the information required standalone financial statements under the provisions of the Act and
by the Companies Act, 2013 (“the Act”) in the manner so the rules thereunder and we have fulfilled our other ethical
required and give a true and fair view in conformity with the responsibilities in accordance with these requirements and the
Indian Accounting Standards prescribed under section 133 of Code of Ethics. We believe that the audit evidence we have
the Act read with the Companies (Indian Accounting obtained is sufficient and appropriate to provide a basis for our
Standards) Rules, 2015, as amended, (“Ind AS”) and other opinion.
accounting principles generally accepted in India, of the state
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of standalone financial
statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be communicated in our report.
S. Key Audit Matter Auditor's Response

No.
1 In the Scheme of Arrangement & Compromise under Principal Audit Procedures
Section 391 of the Companies Act, 1956 as approved
by the Hon'ble High Court of Himachal Pradesh We collected the following documents:
vide its Order dated 4th August, 2009, the Company - Scheme approved by the Company Law Board (CLB) dated 19th
allotted 9,24,90,413 Equity Shares to the fixed August, 2003.
deposit holders in settlement of their dues. The
Hon'ble NCLT vide its judgment dated 12th March, - Scheme of Arrangement & Compromise under Section 391 of
2018 dismissed the Company's petition seeking the Companies Act, 1956 approved by the Hon'ble High Court
approval of the Scheme and stated that the order will of Himachal Pradesh dated 4th August, 2009.
not affect the allotment of the shares to the FD - Judgment of Hon'ble NCLT dated 12th March 2018 dismissing
holders who have traded the shares to the third the Company's petition seeking approval of the Scheme of
parties or transferred the allotted shares and to the arrangement with the Fixed Deposit holder.
balance FD holders the company shall pay the
- Copy of order of Hon'ble National Company Law Appellate
outstanding amount as per the scheme approved by
Tribunal dated 27th April 2018 staying the direction issued by
the Company Law Board (CLB). On an appeal
Hon'ble NCLT in its order dated 12th March 2018.
preferred by the company against the said order of
NCLT, the Hon'ble National Company Law - Copy of order of Hon'ble National Company Law Appellate
Appellate Tribunal (NCLAT) stayed the direction of Tribunal (NCLAT) dated 8th April 2019 reserving the order for
NCLT and reserved the order for judgment after judgement.
hearing the matter. We read and analysed the above orders/judgments. The
Refer Note. No. 20 and 38(d) to the standalone outcome of the judgement may impact financials of the
financial statements. company.
51
Information Other than the Standalone Financial Auditor's Responsibilities for the Audit of standalone financial
Statements and Auditor's Report thereon statements
The Company's Board of Directors is responsible for Our objectives are to obtain reasonable assurance about whether
preparation of the other information. The other information the standalone financial statements as a whole are free from
comprises the information included in Annual Report, but material misstatement, whether due to fraud or error, and to issue
does not include the standalone financial statements and our an auditor's report that includes our opinion. Reasonable
auditor's report thereon. assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a
Our opinion on financial statement does not cover the other
material misstatement when it exists. Misstatements can arise from
information and we do not express any form of assurance
fraud or error and are considered material if, individually or in
conclusion thereon.
aggregate, they could reasonably be expected to influence the
In connection with our audit of the standalone financial economic decisions of users taken on the basis of these standalone
statements, our responsibility is to read the other information financial statements.
and, in doing so, consider whether the other information is
As part of an audit in accordance with SAs, we exercise
materially inconsistent with the standalone financial
professional judgement and maintain professional skepticism
statements or our knowledge obtained during the course of
throughout the audit. We also:
our audit, or otherwise appears to be materially misstated.
• Identify and assess the risks of material misstatement of the
If, based on the work we have performed, we conclude that
financial statements, whether due to fraud or error, design
there is material misstatement of this other information, we
and perform audit procedure responsive to those risks, and
are required to report that fact. We have nothing to report in
obtain audit evidence that is sufficient and appropriate to
this regard.
provide a basis for our opinion. The risk of not detecting a
Management's responsibility for the Standalone Financial material misstatement resulting from fraud is higher than for
Statements one resulting from error, as fraud may involve collusion,
The Company's Board of Directors is responsible for the forgery, intentional omissions, misrepresentations or the
matters stated in section 134(5) of the Act with respect to the override of internal control.
preparation of these standalone financial statements that • Obtain an understanding of internal financial controls
give a true and fair view of the financial position, financial relevant to the audit in order to design audit procedures that
performance, total comprehensive income, changes in are appropriate in the circumstances. Under section
equity and cash flows of the company in accordance with 143(3)(i) of the Act, we are also responsible for expressing
applicable Ind AS and other accounting principles generally our opinion on whether the company has adequate internal
accepted in India. financial controls system in place and the operating
This responsibility also includes maintenance of adequate effectiveness of such controls.
accounting records in accordance with the provisions of the • Evaluate the appropriateness of accounting policies used
Act for safeguarding the assets of the Company and for and the reasonableness of accounting estimates and related
preventing and detecting frauds and other irregularities; disclosures made by management.
selection and application of appropriate accounting policies;
• Conclude on the appropriateness of management's use of
making judgements and estimates that are reasonable and
the going concern basis of accounting and, based on the
prudent; and design, implementation and maintenance of
audit evidence obtained, whether a material uncertainty
adequate internal financial controls, that were operating
exists related to events or conditions that may cast significant
effectively for ensuring the accuracy and completeness of the
doubt on the company's ability to continue as a going
accounting records, relevant to the preparation and
concern. If we conclude that a material uncertainty exists,
presentation of the standalone financial statement that give a
we are required to draw attention in our auditor's report to
true and fair view and are free from material misstatement,
the related disclosures in the standalone financial statement
whether due to fraud or error.
or, if such disclosures are inadequate, to modify our opinion.
In preparing the financial statements, the Board of Directors Our conclusions are based on the audit evidence obtained
is responsible for assessing the company's ability to continue up to the date of our auditor's report. However, future events
as going concern, disclosing, as applicable, matters related or conditions may cause the company to cease to continue
to going concern and using the going concern basis of as a going concern.
accounting unless the Board of Directors either intends to
• Evaluate the overall presentation, structure and content of
liquidate the company or to cease the operations, or has no
the standalone financial statements, including the
realistic alternative but to do so.
disclosures and whether the standalone financial statements
The Board of Directors are responsible for overseeing the represent the underlying transaction and events in a manner
company's financial reporting process. that achieves fair presentation.
52
Materiality is the magnitude of misstatements in the c) The Balance Sheet, the Statement of Profit and Loss
standalone financial statements that, individually or in (including other comprehensive income), Statement of
aggregate, makes it probable that the economic Changes in Equity and the Statement of Cash Flows
decisions of a reasonably knowledgeable user of the dealt with by this report are in agreement with the
financial statements may be influenced. We consider books of accounts.
quantitative materiality and qualitative factor in (i)
d) In our opinion, the aforesaid standalone financial
planning the scope of our audit work and in evaluating
statements comply with the Indian Accounting
the results of our work; and (ii) to evaluate the effect of
Standards prescribed under section 133 of the Act read
any identified misstatements in the financial
with relevant rules issued thereunder.
statements.
e) On the basis of the written representations received
We communicate with those charged with governance
from the directors as on 31st March, 2019 taken on
regarding, among other matters, the planned scope
record by the Board of Directors, none of the directors is
and timing of the audit and significant audit findings,
disqualified as on 31st March, 2019 from being
including any significant deficiencies in internal
appointed as a director in terms of section 164(2) of the
control that we identify during our audit.
Act.
We also provide those charged with governance with a
f) With respect to the adequacy of the internal financial
statement that we have complied with relevant ethical
controls over financial reporting of the company and
requirements regarding independence and to
the operating effectiveness of such controls, refer to our
communicate with them all relationships and other
separate report in “Annexure B”. Our report expresses
matters that may reasonably be thought to bear on our
an unmodified opinion on the adequacy and operating
independence and where applicable, related
effectiveness of the Company's internal financial
safeguards.
controls over financial reporting.
From the matters communicated with those charged
g) With respect to the other matters to be included in the
with governance, we determine those matters that
Auditor's Report in accordance with the requirements
were of most significance in the audit of the standalone
of section 197(16) of the Act, as amended:
financial statements of the current period and are
therefore the key audit matters. We describe these In our opinion and to the best of our information and
matters in our auditor's report unless law or regulation according to the explanations given to us, the
precludes public disclosures about the matter or when, remuneration paid by the company to its directors
in extremely rare circumstances, we determine that a during the year is in accordance with the provisions of
matter should not be communicated in our report section 197 of the Act.
because the adverse consequences of doing so would h) With respect to the other matters to be included in the
reasonably be expected to outweigh the public interest Auditor's Report in accordance with Rule 11 of the
benefits of such communication. Companies (Audit and Auditors) Rules, 2014, in our
Report on Other Legal and Regulatory Requirements opinion and to the best of our information and
according to the explanations given to us:
1. As required by the Companies (Auditor's Report)
Order, 2016 (“the Order”), issued by the Central (i) The Company has disclosed the impact of pending
Government in terms of section 143(11) of the Act, we litigations on its financial position in its standalone
give in Annexure A, a statement on the matters financial statements.
specified in paragraphs 3 and 4 of the Order, to the (ii) The Company did not have any long term
extent applicable. contracts including derivate contracts.
2. As required by Section 143(3) of the Act, based on our (iii) During the year, the company was not liable to
audit, we report that: transfer any amount to the Investor Education and
a) We have sought and obtained all the information Protection Fund.
and explanations which to the best of our For Satinder Goyal & Co.
knowledge and belief were necessary for the Chartered Accountants
purposes of our audit. Firm's Regn. No: 027334N
b) In our opinion, proper books of accounts as
required by law have been kept by the company
so far as it appears from our examination of those S.K. Goyal
books. Date : 4th May, 2019 (Partner)
Place : New Delhi Membership No. : 084613
53
ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date on the
st
standalone financial statements of Morepen Laboratories Limited for the year ended 31 March, 2019.)
th
(i) (a) The Company has maintained proper records dated 12 March, 2018 dismissed the Company's petition
showing full particulars, including quantitative seeking approval of the Scheme of arrangement with the
details and situation of fixed assets Fixed Deposit holders. However, Hon'ble NCLT further
stated that the order will not affect the allotment of the shares
(b) According to the information and explanation
to the FD holders who have traded the shares to the third
given to us, the Company has a regular programe
parties or transferred the allotted shares. It directed the
of physical verification of its fixed assets. In our
company that it shall pay the outstanding amount as per the
opinion, the frequency of physical verification is
scheme approved by the Company Law Board (CLB) to the
reasonable having regard to the size and the
original FD holders (except to those who have since
nature of its assets. As, informed to us, the
traded/transferred the shares allotted to them). The
discrepancies noticed on such verification are
Company had filed an appeal before the Hon'ble National
not material and have been properly dealt with in
Company Law Appellate Tribunal (NCLAT) at New Delhi
the books of accounts.
against the order dated 12th March, 2018 of the Hon'ble
(c) According to the information and explanations NCLT, Chandigarh. The Hon'ble NCLAT while issuing
given to us and on the basis of our examination of notice to the respondents has stayed the operation of the
the books of accounts, the title deeds of th
impugned order dated 12 March, 2018. The Hon'ble
immovable property are held in the name of the National Company Law Appellate Tribunal (NCLAT) after
Company. hearing the matter has reserved the order for judgment.
(ii) As explained to us, the inventories were physically Pending disposal of the company's appeal before Hon'ble
verified during the year by the Management at NCLAT, the liability towards deposit holders, if any, is not
reasonable intervals and no material discrepancies ascertained. (Refer Note. No. 38(d) to the standalone
were noticed on physical verification. financial statements).
(iii) According to the information and explanations given (vi) We have broadly reviewed the books of accounts
to us, the company has not granted any loans, secured maintained by the company pursuant to the rules made by
or unsecured, to companies, firms, limited liability the Central Government for the maintenance of cost records
partnerships or other parties covered in the register under section 148(1) of the Act in respect of the company's
maintained under section 189 of the Companies Act, products to which the said rules are made applicable and
2013(the “Act”). Hence provision of this clause is not that prima facie, the prescribed cost records have been made
applicable. and maintained. However we have not carried out detailed
examination of the records with a view to determine
(iv) According to the information and explanations given whether these are accurate and complete.
to us and based on audit procedures performed, we are
of the opinion that in respect of loans, investments, (vii) (a) According to the information and explanations given to
guarantees and security, the company has complied us and on the basis of our examination of the records of
with the provisions of section 185 and 186 of the Act. the company, during the year, the company is regular in
depositing amount deducted /accrued in respect of
(v) During the financial year ended 31st March, 2010, undisputed statutory dues including duty of custom,
pursuant to a Scheme of Arrangement & Compromise duty of excise, cess with the appropriate authorities.
under Section 391 of the Companies Act, 1956 However the company is not regular in depositing the
approved by the Hon'ble High Court of Himachal dues of Employee's State Insurance, Provident fund,
Pradesh vide its Order dated 4th August, 2009 the Income Tax (TDS), Goods and Services Tax (GST).
Company allotted 9,24,90,413 Equity Shares to the
fixed deposit holders in settlement of their dues. On According to the records and information and
an appeal filed against the said Order by the Central explanations given to us, the following statutory dues
Government, the Hon'ble Division Bench of the were in arrears as on 31st March, 2019 for a period of
Hon'ble High Court of Himachal Pradesh remanded more than six months from the date they became
the matter back to single judge for considering the payable-
representation of central government and deciding the Nature Year Outstanding Amount (`)
matter afresh. The matter was later transferred to since
Hon'ble National Company Law Tribunal (NCLT),
Chandigarh. The Hon'ble NCLT vide its judgment Fringe A.Y. 31.03.2011 13,87,035
benefit tax 2009-10
54
(b) According to the information provided to us, the following duties of excise have not been deposited by the company on
account of disputes:
Name of the statute Nature of dues Amount Period to which Forum where
(in `) the amount relates dispute is pending
Central Excise Act, 1944 Excise duty, Penalty, 73,66,645 June 2004 to CESTAT-Chandigarh
Interest July 2008
Central Excise Act, 1944 Excise duty, Penalty, June 2004 to CESTAT-Chandigarh
Interest 76,12,753 March 2009
Central Excise Act, 1944 Excise duty, Penalty, December 2008
Interest 87,736 to March 2009 CESTAT-Chandigarh
Central Excise Act, 1944 Excise duty, Penalty, 13,97,264 April 2009 to CESTAT-Chandigarh
Interest March 2010
Central Excise Act, 1944 Excise duty, Penalty, 1,68,325 April 2009 to CESTAT-Chandigarh
Interest March 2010
Central Excise Act, 1944 Excise duty, Penalty, 2,10,949 April 2010 to
Interest September 2010 CESTAT-Chandigarh
Central Excise Act, 1944 Excise duty, Interest 7,64,251 April 2010 to CESTAT-Chandigarh
December 2010
Central Excise Act, 1944 Excise duty, Interest 28,17,881 January 2011 to CESTAT-Chandigarh
June 2015
Central Excise Act, 1944 Excise duty, Interest 14,06,727 July 2015 to Commissioner of
June 2017 Appeal - Chandigarh
(viii) According to the information and explanations given not applicable.
to us by the management, the company has not (xiii) According to the information and explanations given to us
defaulted in repayment of loans or interest to and based on our examination of the records of the
Banks/FIs. company, transactions with the related parties are in
(ix) According to the information and explanations given compliance with sections 177 & 188 of the Act where
to us and based on our examination of the records of applicable and details of such transactions have been
the company, the company did not raise any money by disclosed in the financial statements as required by the
way of initial public offer or further public offer applicable accounting standards.
(including debt instruments) and/or term loan during (xiv) According to the information and explanations given to us
the year. and based on our examination of the records of the
(x) During the course of our examination of the books and company, the company has not made any preferential
records of the company, carried out in accordance allotment or private placement of shares or convertible
with the generally accepted auditing practices in India, debentures during the year under review. Accordingly, the
and according to the information and explanations provision of clause 3(xiv) of the Order are not applicable to
given to us, we have neither come across any instance the company.
of fraud by the company or on the company by its (xv) According to the information and explanations given to us
officers or employees, noticed or reported during the and based on our examination of the records of the
year, nor have we been informed of any such case by company, the company has not entered into any non- cash
the Management. transaction with directors or person connected with them
(xi) According to the information and explanations given during the year. Accordingly, the provision of clause 3(xv) of
to us and on the basis of our verification of books of the Order are not applicable to the company.
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 For Satinder Goyal & Co.
the provisions of section 197 of the Act read with Chartered Accountants
Schedule V of the Act. Firm's Regn. No: 027334N
(xii) In our opinion and according to information and
explanations given to us, the company is not a Nidhi S.K. Goyal
company. Accordingly, paragraph 3(xii) of the Order is Date : 4th May, 2019 (Partner)
55
ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2(f) under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date on
the standalone financial statements of Morepen Laboratories for the year ended 31st March 2019)
Report on the Internal Financial Controls over Financial Reporting 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 opinion on the Company's internal financial controls system over
financial reporting of Morepen Laboratories Limited (“the financial reporting.
Company”) as of 31st March, 2019 in conjunction with our Meaning of Internal Financial Controls over Financial Reporting
audit of the standalone financial statements of the Company
A company's internal financial control over financial reporting is a
for the year ended on that date.
process designed to provide reasonable assurance regarding the
Management's Responsibility for Internal Financial reliability of financial reporting and the preparation of financial
Controls statements for external purposes in accordance with generally
The Company's management is responsible for establishing accepted accounting principles. A company's internal financial
and maintaining internal financial controls based on the control over financial reporting includes those policies and
internal control over financial reporting criteria established procedures that (1) pertain to the maintenance of records that, in
by the Company considering the essential components of reasonable detail, accurately and fairly reflect the transactions and
internal control stated in the Guidance Note on Audit of dispositions of the assets of the company; (2) provide reasonable
Internal Financial Controls over Financial Reporting issued assurance that transactions are recorded as necessary to permit
by the Institute of Chartered Accountants of India (the preparation of financial statements in accordance with generally
“Guidance Note”). These responsibilities include the design, accepted accounting principles and that receipts and expenditures
implementation and maintenance of adequate internal of the company are being made only in accordance with
financial controls that were operating effectively for ensuring authorizations of management and directors of the company; and
the orderly and efficient conduct of its business, including (3) provide reasonable assurance regarding prevention or timely
adherence to company's policies, the safeguarding of its detection of unauthorized acquisition, use, or disposition of the
assets, the prevention and detection of frauds and errors, the company's assets that could have a material effect on the financial
accuracy and completeness of the accounting records, and statements.
the timely preparation of reliable financial information, as Limitations of Internal Financial Controls Over Financial
required under the Act. Reporting
Auditors' Responsibility Because of the inherent limitations of internal financial controls
Our responsibility is to express an opinion on the Company's over financial reporting, including the possibility of collusion or
internal financial controls over financial reporting based on improper management, override of controls, material
our audit. We conducted our audit in accordance with the misstatements due to error or fraud may occur and not be detected.
Guidance Note and the Standards on Auditing prescribed Also, projections of any evaluation of the internal financial
under section 143(10) of the Act, to the extent applicable to controls over financial reporting to future periods are subject to the
an audit of internal financial control. Those Standards and risk that the internal financial control over financial reporting may
the Guidance Note require that we comply with ethical become inadequate because of changes in conditions, or that the
requirements and plan and perform the audit to obtain degree of compliance with the policies or procedures may
reasonable assurance about whether adequate internal deteriorate.
financial controls over financial reporting was established Opinion
and maintained and if such controls operated effectively in
In our opinion, the Company has, in all material respects, an
all material respects.
adequate internal financial controls system over financial
Our audit involves performing procedures to obtain audit reporting and such internal financial controls over financial
evidence about the adequacy of the internal financial reporting were operating effectively as at March 31, 2019, based
controls system over financial reporting and their operating on the internal control over financial reporting criteria established
effectiveness. Our audit of internal financial controls over by the Company considering the essential components of internal
financial reporting included obtaining an understanding of control stated in the Guidance Note.
internal financial controls over financial reporting, assessing
For Satinder Goyal & Co.
the risk that a material weakness exists, and testing and
Chartered Accountants
evaluating the design and operating effectiveness of internal
Firm's Regn. No: 027334N
control based on the assessed risk. The procedures selected
depend on the auditor's judgment, including the assessment
of the risks of material misstatement of the financial S.K. Goyal
statements, whether due to fraud or error. Date : 4th May, 2019 (Partner)
We believe that the audit evidence we have obtained is Place : New Delhi Membership No. : 084613
sufficient and appropriate to provide a basis for our audit
56
Balance Sheet
As at 31st March, 2019
(` in Lakhs)
As at As at
Note No. 31.03.2019 31.03.2018
A ASSETS
1. NON-CURRENT ASSETS
Property, Plant and Equipment 2 14542.65 17013.84
Goodwill 2 0.56 1.12
Other Intangible Assets 2 716.13 1195.24
Financial Assets :
Investments 3 11769.48 11769.48
Loans 4 4.14 2.05
Other Non-Current Assets 5 6573.16 6372.15
33606.12 36353.88
2. CURRENT ASSETS
Inventories 6 9084.16 7394.46
Financial Assets :
Investments 7 2.25 21.78
Trade Receivables 8 12196.49 11022.27
Cash and Cash Equivalents 9 935.82 546.69
Bank Balances other than Cash and Cash Equivalents 10 2261.71 23.38
Loans 4 34.71 44.66
Other Financial Assets 11 26.31 10.10
Other Current Assets 12 3791.32 3647.42
28332.77 22710.76
Total 61938.89 59064.64
B EQUITY AND LIABILITIES
1. EQUITY
Equity Share Capital 13 8995.86 8995.86
Other Equity 18749.80 16060.26
27745.66 25056.12
2. NON - CURRENT LIABILITIES
Financial Liabilties :
Borrowings 14 179.15 269.69
Other Financial Liabilities 15 146.39 172.39
Provisions 16 1785.48 1345.30
2111.02 1787.38
3. CURRENT LIABILITIES
Financial Liabilties :
Borrowings 14 898.97 -
Trade Payables 17 15707.84 16489.21
Other Financial liabilities 18 14625.37 15238.75
Other Current Liabilties 19 735.98 366.74
Provisions 16 114.05 126.44
32082.21 32221.14
TOTAL 61938.89 59064.64
SIGNIFICANT ACCOUNTING POLICIES 1
NOTES ON FINANCIAL STATEMENTS 2-39
As per our separate report of even date For & on behalf of the Board of Directors of Morepen Laboratories Ltd.
For Satinder Goyal & Co. (Sushil Suri) (Manoj Joshi)
Chartered Accountants Chairman & Managing Director Director
Firm Regn. No. 027334N DIN : 00012028 DIN : 00036546
(CA S. K. Goyal) (Ajay Sharma) (Vipul Kumar Srivastava)
Partner Chief Financial Officer Company Secretary
Membership No. 084613
Place : New Delhi
Date : 4th May, 2019
57
Statement of Profit and Loss
For the Year Ended 31st March, 2019
(` in Lakhs)
Year Ended Year Ended
Note No. 31.03.2019 31.03.2018
REVENUE
Revenue from Operations (Net) 21 71724.29 56083.04
Other Income 22 367.18 354.01
Total Income (I) 72091.47 56437.05
EXPENSES
Cost of Materials Consumed 23 34308.09 22052.65
Purchases of Stock-in-Trade 24 14274.29 11782.66
Changes in Inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade 25 (1946.01) 424.49
Employee Benefits Expense 26 8474.24 6821.90
Finance Costs 27 207.08 429.46
Depreciation and Amortization Expense 2 3800.78 3339.95
Other Expenses 28 10111.64 8974.42
Total Expenses (II) 69230.11 53825.53
Profit before Tax 2861.36 2611.52
Tax Expense
Tax (212.70) -
Tax Credit Entitlement 212.70 -
Profit for the Year (III) 2861.36 2611.52
Other Comprehensive Income
Items that will not be reclassified to Profit & Loss (171.82) 10.95
Tax 37.03 -
Tax Credit Entitlement (37.03) -
Other Comprehensive Income for the Year (Net of Tax) (IV) (171.82) 10.95
Total Comprehensive Income for the Year (III+IV) 2689.54 2622.47
Earning per equity share (Face Value of Rs. 2/- each) 34
(1) Basic 0.64 0.58
(2) Diluted 0.64 0.58
Place : New Delhi
58
Cash Flow Statement
(` in Lakhs)
Note No. 31.03.2019 31.03.2018
A. CASH FLOWS FROM OPERATING ACTIVITIES :
Adjustments for :
Depreciation & Amortisation 2 3800.78 3339.95
(Profit)/Loss on Sale of Property, Plant & Equipments 0.06 5.50
Provision for Employee benefit (171.82) 10.95
Finance Cost 27 207.08 429.46
Operating Profit before changes in Current Assets and Liabilities 6697.46 6397.38
Changes in Current Assets and Liabilities -
Trade Receivables 8 (1174.23) (2712.30)
Loans, Bank balance other than cash & Cash equivalent
and other Current Assets 4,10,11,12 (2388.49) (1413.91)
Inventories 6 (1689.70) (1144.77)
Current Liabilities 16,17,18,19 12.84 4998.64
Cash generated from Operations 1457.88 6125.04
Tax Expense (Net) - -
NET CASH GENERATED FROM OPERATING ACTIVITIES 1457.88 6125.04
B. CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property, Plant & Equipments 2 (849.97) (1030.85)
Purchase/Addition of Intangibles (Net) (1.80) (1397.14)
Proceeds from Sale of Property, Plant & Equipments 1.80 1.58
Sales/(Purchase) of Investments (Net) 7 19.53 (21.78)
Investment in Other Non-Current Assets 4,5 (203.10) 20.66
NET CASH USED IN INVESTING ACTIVITIES (1033.54) (2427.54)
C. CASH FLOWS FROM FINANCING ACTIVITIES:
Finance Cost 27 (207.08) (429.46)
Proceeds (Repayments) of Long Term Borrowings (Net) 14 (1141.28) (3420.74)
Proceeds (Repayments) of Short Term Borrowings (Net) 14 898.97 -
Change in Other Non- Current Liabilities & Provisions (Net) 15,16 414.18 83.49
NET CASH USED IN FINANCING ACTIVITIES (35.21) (3766.71)
Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 389.13 (69.20)
Cash and Cash Equivalents as at Begining of the Year 546.69 615.89
Cash and Cash Equivalents as at End of the Year 935.82 546.69
Bank Balances other than Cash and Cash Equivalents 2261.71 23.38
Place : New Delhi
59
STATEMENT OF CHANGES IN EQUITY
A. EQUITY SHARE CAPITAL

Balance as at 1st April, 2018 Change in equity share capital Balance as at 31st March, 2019
during the year
8995.86 - 8995.86
B. OTHER EQUITY
RESERVES & SURPLUS
Capital Capital Securities Retained Other items Total
Reserve Redemption Premium Earnings of other Other
Reserve comprehensive Equity
income
Balance as at 1st April, 2018 270.40 7123.33 16740.51 (8023.25) (50.73) 16060.26
Profit for the year - - - 2861.36 - 2861.36
Other comprehensive
income/(loss) for the year - - - - (171.82) (171.82)
Total comprehensive
income/(loss) for the year - - - 2,861.36 (171.82) 2689.54
st
Balance as at 31 March, 2019 270.40 7123.33 16740.51 (5161.89) (222.55) 18749.80

Place : New Delhi
60
1. COMPANY OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES
1.0 Company Overview with Ind AS requires the management of the company
Morepen Laboratories Limited (“the Company”) is a to make estimates, judgements and assumptions.
Public limited company incorporated and domiciled These estimates, judgements and assumptions affect
in India and has its listing on the BSE Limited and the application of accounting policies and the
National Stock Exchange of India Limited. The reported balances of assets and liabilities, disclosures
addresses of its registered office and principal place of of contingent assets and liabilities as at the date of
business are disclosed in the introduction to the financial statements and the reported amount of
annual report. The Company is in the business of revenues and expenses during the year. Examples of
manufacturing, producing, developing and marketing such estimates include provisions for doubtful debts,
a wide range of Active Pharmaceutical Ingredients employee benefits, provisions for income taxes,
(APIs), branded and generic formulations and also the useful life of depreciable assets and provisions for
Home Health products. The Company has its impairments & others.
manufacturing locations situated in the state of Accounting estimates could change from period to
Himachal Pradesh with trading and other incidental period. Actual results could differ from those
and related activities extending to both domestic and estimates. Appropriate changes in estimates are made
global markets. as management becomes aware of changes in
1.1 Basis for preparation of financial statements circumstances surrounding the estimates. Changes in
estimates are reflected in the financial statements in
These financial statements are prepared in the period in which changes are made and, if
accordance with the Indian Accounting Standards material, their effects are disclosed in the notes to
(Ind AS) notified under the Companies (Indian financial statements.
Accounting Standards) Rules, 2015 as amended by
the Companies (Indian Accounting Standards) 1.3 Property, Plant and Equipment (PPE)
(Amendment) Rules, 2016, the relevant provisions of The Company has elected to continue with the
the Companies Act, 2013 (“the Act'') and guidelines carrying value of all its property, plant and equipment
issued by the Securities and Exchange Board of India as recognized in the financial statements as at the date
(SEBI), as applicable. of transition to Ind AS, measured as per the previous
The financial statements are authorized for issue by GAAP and use that as the deemed cost as at the
the Board of Directors of the Company at their transition date pursuant to the exemption under Ind
AS 101.
meeting held on 04th May, 2019.
a) Free hold land is carried at cost. All other items of
Functional and Presentation Currency
Property, plant and equipment are stated at cost,
The financial statements are presented in Indian less accumulated depreciation. The initial cost of
Rupees, which is the functional currency of the PPE comprises its purchase price, including
Company and the currency of the primary economic import duties and non-refundable purchase
environment in which the Company operates. taxes, and any directly attributable costs of
Basis of measurement bringing an asset to working condition and
location for its intended use, including relevant
These financial statements are prepared under the
borrowing costs and any expected significant
historical cost convention unless otherwise indicated.
costs of decommissioning, less accumulated
Operating Cycle depreciation and accumulated impairment
Based on the nature of products/activities of the losses, if any. Expenditure incurred after the PPE
company and normal time between acquisition of have been put into operation, such as repairs and
assets and their realisation in cash or cash equivalents, maintenance, are charged to the Statement of
the company has determined its operating cycle as 12 Profit and Loss in the period in which the costs are
months for the purpose of classification of its assets incurred.
and liabilities as current and non-current. b) Advances paid towards the acquisition of
1.2 Use of Estimates and Judgements property, plant and equipment outstanding at
each balance sheet date is classified as capital
The presentation of financial statements in conformity
advances under other non-current assets.
61
c) Capital work-in-progress in respect of assets straight line basis, commencing from the date the
which are not ready for their intended use are asset is available to the company for its use. The
carried at cost, comprising of direct costs, related estimated useful life of an identifiable intangible
incidental expenses and attributable interest. asset is based on a number of factors including the
d) The cost and related accumulated depreciation effects of obsolescence, etc. The amortization
are eliminated from the financial statements upon method and useful lives are reviewed periodically
sale or retirement of the asset and the resultant at end of each financial year.
gains or losses are recognized in the statement of 1.6 Valuation of inventories
profit and loss. Assets to be disposed off are Stocks of raw materials and other ingredients have
reported at the lower of the carrying value or the been valued on First in First Out (FIFO) basis, at cost or
fair value less cost to sell. net realizable value whichever is less, finished goods
1.4 Intangible Assets and Amortisation and stock-in-trade have been valued at lower of cost
Internally generated Intangible Assets - Research and and net realizable value, work-in-progress is valued at
Development expenditure raw material cost up to the stage of completion, as
certified by the management on technical basis.
Expenditure pertaining to research is expensed as Goods in transit are carried at cost.
incurred. Expenditure incurred on development is
capitalised if such expenditure leads to creation of an 1.7 Foreign Currency Transactions / Translations
asset and/or benefits are expected over more than one i) Transactions denominated in foreign currency
period, otherwise such expenditure is charged to the are recorded at exchange rates prevailing at the
Statement of Profit and Loss. date of transaction or at rates that closely
Expenditure providing benefits for more than one approximate the rate at the date of the transaction.
period is amortised proportionately over the periods ii) Monetary assets and liabilities denominated in
during which benefits are expected to occur. foreign currencies at the reporting date are
Intangible Assets acquired separately translated into the functional currency at the
exchange rate at the reporting date. Non-
Intangible assets with finite useful lives that are monetary assets and liabilities that are measured
acquired separately are carried at cost less based on historical cost in a foreign currency are
accumulated amortisation and accumulated translated at the exchange rate at the date of the
impairment, if any. The Company determines the transaction.
amortisation period as the period over which the
future economic benefits will flow to the Company iii) Exchange differences on monetary items are
after taking into account all relevant facts and recognised in the Statement of Profit and Loss in
circumstances. The estimated useful life and the period in which they arise except for
amortisation method are reviewed periodically, with exchange differences on foreign currency
the effect of any changes in estimate being accounted borrowings relating to assets under construction
for on a prospective basis. for future productive use, which are included in
the cost of those assets when they are regarded as
1.5 Depreciation an adjustment to interest costs on those foreign
Depreciation is the systematic allocation of the currency borrowings.
depreciable amount of PPE over its useful life and is iv) Foreign exchange differences recorded as an
provided on a straight-line basis over the useful lives adjustment to borrowing costs are presented in
as prescribed in Schedule II to the Act or as per the statement of profit and loss, as a part of
technical assessment. finance cost. All other foreign exchange gains and
a) Depreciation on fixed assets is provided on losses are presented in the statement of profit and
straight-line method at the rates prescribed by the loss on net basis.
schedule II of the Companies Act, 2013 and in the v) In case of long term monetary items outstanding
manner as prescribed by it except assets costing as at the end of year, exchange differences arising
less than Rs. 5000/- on which depreciation is on settlement / restatement thereof are capitalised
charged in full during the year. as part of the depreciable fixed assets to which the
b) Intangible assets are amortized over their monetary item relates and depreciated over the
respective individual estimated useful life on remaining useful life of such assets. If such
62
monetary items do not relate to acquisition of flows and the contractual terms of the
depreciable fixed assets, the exchange difference financial asset give rise on specified dates to
is amortised over the maturity period / up to the cash flows that are solely payments of
date of settlement of such monetary items, principal and interest on the principal
whichever is earlier, and charged to the amount outstanding.
Statement of Profit and Loss. b) Financial assets at fair value through other
1.8 Dividends comprehensive income (FVTOCI)
Final dividends on shares are recorded as a liability on A financial asset is subsequently measured
the date of approval by the shareholders and interim at fair value through other comprehensive
dividends are recorded as a liability on the date of income if it is held within a business model
declaration by the company's Board of Directors. whose objective is achieved by both
1.9 Leases collecting contractual cash flows and selling
financial assets and the contractual terms of
Leases under which the company assumes the financial asset give rise on specified
substantially all the risks and rewards of ownership dates to cash flows that are solely payments
are classified as finance leases. When acquired, such of principal and interest on the principal
assets are capitalized at fair value or present value of amount outstanding.
minimum lease payments at the inception of lease,
whichever is lower. Lease under which the risks and c) Financial assets at fair value through profit
rewards incidental to ownership are not transferred to or loss (FVTPL)
lessee, is classified as operating lease. Lease payments A financial asset is measured at fair value
under operating leases are recognized as an expense through profit and loss unless it is measured
on a straight line basis in net profit in the statement of at amortized cost or at fair value through
profit and loss over the lease term. other comprehensive income.
2.0 Financial Instruments d) Investments in subsidiaries, joint ventures
A financial instrument is any contract that gives rise to and associates
a financial asset of one entity and a financial liability The Company has adopted to measure
or equity instrument of another entity. investments in subsidiaries, joint ventures
Financial assets and financial liabilities are recognised and associates at cost in accordance with
when a Company becomes a party to the contractual Ind AS 27 and carrying amount as per
provisions of the instruments. previous GAAP at the date of transition has
been considered as deemed cost in
i) Initial Recognition and measurement accordance with Ind AS 101.
On initial recognition, all the financial assets and e) Financial liabilities
liabilities are recognized at its fair value plus or
minus transaction costs that are directly Financial liabilities are classified as either
attributable to the acquisition or issue of the financial liabilities at FVTPL or 'other
financial asset or financial liability except financial liabilities'.
financial asset or financial liability measured at Financial liabilities at FVTPL
fair value through profit or loss (“FVTPL”). Financial liabilities are classified as at FVTPL
Transaction costs of financial assets and liabilities when the financial liability is held for
carried at fair value through the Profit and Loss are trading or are designated upon initial
immediately recognized in the Statement of Profit recognition as FVTPL. Gains or Losses on
and Loss. liabilities held for trading are recognised in
ii) Subsequent measurement the Statement of Profit and Loss.
a) Financial assets carried at amortised cost Other Financial liabilities
A financial asset is subsequently measured Other financial liabilities (including
at amortised cost if it is held within a borrowings and trade and other payables)
business model whose objective is to hold are subsequently measured at amortised
the asset in order to collect contractual cash cost using the effective interest method.
63
For trade and other payables maturing ii) Non-Financial Assets
within one year from the balance sheet date, The carrying amounts of the Company's tangible
the carrying amounts approximate fair value and intangible assets are reviewed at each
due to the short maturity of these reporting date to determine whether there is any
instruments. indication of impairment. If any such indication
iii) Derecognition of financial instruments exists, then the asset's recoverable amount is
A financial asset is derecognized when the contractual estimated in order to determine the extent of the
rights to the cash flows from the financial asset expire impairment loss, if any.
or it transfers the financial asset and the transfer The impairment loss is recognised as an expense
qualifies for derecognition under Ind AS 109. A in the Statement of Profit and Loss, unless the
financial liability is derecognized when the obligation asset is carried at revalued amount, in which case
specified in the contract is discharged or cancelled or any impairment loss of the revalued asset is
expired. treated as a revaluation decrease to the extent a
iv) Fair value measurement of financial instruments revaluation reserve is available for that asset.
The fair value of financial instruments is determined The recoverable amount is the greater of the net
using the valuation techniques that are appropriate in selling price and their value in use. Value in use is
the circumstances and for which sufficient data are arrived at by discounting the future cash flows to
available to measure fair value, maximising the use of their present value based on an appropriate
relevant observable inputs and minimising the use of discount factor.
unobservable inputs. When there is indication that an impairment loss
Based on the three level fair value hierarchy, the recognised for an asset (other than a revalued
methods used to determine the fair value of financial asset) in earlier accounting periods no longer
assets and liabilities include quoted market price, exists or may have decreased, such reversal of
discounted cash flow analysis and valuation certified impairment loss is recognised in the Statement of
by the external valuer. Profit and Loss, to the extent the amount was
previously charged to the Statement of Profit and
In case of financial instruments where the carrying Loss. In case of revalued assets, such reversal is
amount approximates fair value due to the short not recognised.
maturity of those instruments, carrying amount is
considered as fair value. 2.2 Revenue Recognition
2.1 Impairment of Assets Revenue is recognized to the extent that it is probable

that the economic benefits will flow to the Company
i) Financial Assets and the amount can be reliably measured.
In accordance with Ind AS 109, the company a) Revenue is recognised at the fair value of the
recognizes loss allowances using the expected consideration received or receivable. The
credit loss (ECL) model for the financial assets amount disclosed as revenue is net of returns,
which are not fair valued through profit or loss. trade discounts, Goods and Services Tax (GST).
Loss allowance for trade receivables with no Provisions for rebates, discount and return are
significant financing component is measured at estimated and provided for in the year of sales and
an amount equal to lifetime ECL. For all other recorded as reduction of revenue.
financial assets, expected credit losses are
measured at an amount equal to the 12-month b) Dividend income is accounted for when the right
ECL, unless there has been a significant increase to receive the income is established.
in credit risk from initial recognition in which 2.3 Interest
case those are measured at lifetime ECL. The Interest income from a financial asset is recognized
amount of expected credit losses (or reversal) that when it is probable that the economic benefits will
is required to adjust the loss allowance at the flow to the company and the amount of income can
reporting date to the amount that is required to be be measured reliably.
recognised is recognized as an impairment gain
or loss in statement of profit or loss. Income from interest is recognized using the effective
interest rate (EIR). EIR is the rate that exactly discounts
64
the estimated future cash payments or receipts over Minimum Alternate Tax credit is recognised as
the expected life of the financial instrument or a deferred tax asset only when and to the extent there is
shorter period, where appropriate, to the gross convincing evidence that the Company will pay
carrying amount of the financial asset. When normal income tax during the specified period. Such
calculating the effective interest rate, the Company asset is reviewed at each Balance Sheet date and the
estimates the expected cash flows by considering all carrying amount of the MAT credit asset is written
the contractual terms of the financial instrument but down to the extent there is no longer a convincing
does not consider the expected credit losses. evidence to the effect that the Company will pay
2.4 Income Taxes normal income tax during the specified period.
Income tax expense comprises current tax and 2.5 Borrowing Costs
deferred tax. Income tax expense is recognized in net Borrowing costs that are directly attributable to the
profit in the statement of profit and loss except to the acquisition, construction or production of a qualifying
extent that it relates to items recognized directly in asset are capitalized as part of the cost of the asset.
equity or other comprehensive income, in which case Other borrowing costs are recognized as an expense
it is also recognized in equity or other comprehensive in the period in which they are incurred. Borrowing
income respectively. costs consist of interest and other costs that an entity
Current income tax for current and prior periods is incurs in connection with the borrowing of funds.
recognized at the amount expected to be paid to or Borrowing cost also includes exchange differences to
recovered from the tax authorities, using the tax rates the extent regarded as an adjustment to the borrowing
and tax laws that have been enacted or substantively costs.
enacted by the balance sheet date. The Company 2.6 Provisions, contingent liabilities and contingent
offsets current tax assets and current tax liabilities, assets
where it has a legally enforceable right to set off the Provisions are recognised when the Company has a
recognized amounts and where it intends either to present obligation (legal or constructive) as a result of
settle on a net basis, or to realize the asset and settle a past event and it is probable that an outflow of
the liability simultaneously. resources, that can be reliably estimated, will be
Deferred income tax assets and liabilities are required to settle such an obligation.
recognized for all temporary differences arising If the effect of the time value of money is material,
between the tax base of assets and liabilities and their provisions are determined by discounting the
carrying amounts in the financial statements except expected future cash flows to net present value using
when the deferred income tax arises from the initial an appropriate pre-tax discount rate that reflects
recognition of an asset or liability in a transaction that current market assessments of the time value of
is not a business combination and affects neither money and where appropriate, the risks specific to the
accounting nor taxable profit or loss at the time of the liability. Unwinding of the discount is recognised in
transaction. Deferred tax assets and liabilities are the Statement of Profit and Loss as a finance cost.
reviewed at each reporting date and are reduced to Provisions are reviewed at each reporting date and are
the extent that it is no longer probable that the related adjusted to reflect the current best estimate.
tax benefit will be realized.
A present obligation that arises from past events where
Deferred income tax assets and liabilities are it is either not probable that an outflow of resources
measured using tax rates and tax laws that have been will be required to settle or a reliable estimate of the
enacted or substantively enacted by the balance sheet amount cannot be made, is disclosed as a contingent
date and are expected to apply to taxable income in liability. Contingent liabilities are also disclosed when
the years in which those temporary differences are there is a possible obligation arising from past events,
expected to be recovered or settled. The effect of the existence of which will be confirmed only by the
changes in tax rates on deferred income tax assets and occurrence or non-occurrence of one or more
liabilities is recognized as income or expense in the uncertain future events not wholly within the control
period that includes the enactment or the substantive of the Company.
enactment date. A deferred income tax asset is
recognized to the extent that it is probable that future Claims against the Company where the possibility of
taxable profit will be available against which the any outflow of resources in settlement is remote, are
deductible temporary differences and tax losses can not disclosed as contingent liabilities.
be utilized. Contingent assets are not recognised in financial
65
statements since this may result in the recognition of Defined benefit plans –
income that may never be realised. However, when Gratuity
the realisation of income is virtually certain, then the
related asset is not a contingent asset and is The company has an obligation towards gratuity,
recognised. a defined benefit retirement plan covering
eligible employees. The Gratuity payment plan
2.7 Earning per share provides for a lump sum payment to the vested
Basic earning per share is calculated by dividing the employees at retirement, death, incapacitation
net profit or loss for the year attributable to the equity while in employment or on termination of
shareholders (after deducting preference dividends employment of an amount based on the
and attributable taxes) by the weighted average respective employee's salary and tenure of
number of equity shares outstanding during the year. employment. Vesting occurs upon completion of
For the purpose of calculating the diluted earnings per five years of service.
share, the net profit or loss for the period attributable Liabilities with regard to the Gratuity Plan are
to equity shareholders and the weighted average determined by actuarial valuation, performed by
number of shares outstanding during the period are an independent actuary, at each balance sheet
adjusted for the effects of all dilutive potential equity date using the projected unit credit method. Re-
shares. The dilutive potential equity shares are measurements comprising of actuarial gains and
deemed converted as at beginning of the period, losses, are recognised in other comprehensive
unless they have been issued at a later date. income which are not reclassified to profit or loss
2.8 Employee Retirement benefits in the subsequent periods.
i) Short term employee benefits iii) Long – term employee benefits
All employee benefits payable/available within Leave Encashment

twelve months of rendering the service are The liability of accumulating compensated
classified as short term employee benefits. absences is determined by actuarial valuation
Benefits such as salaries, wages and bonus etc., performed by an independent actuary at each
are recognised in the statement of profit and loss balance sheet date using projected unit credit
in the period in which the employee renders the method.
related service. 2.9 Segment Reporting
ii) Post – employment benefits The company operates in one reportable business
Defined contribution plans – segment i.e. “Pharmaceuticals”.
Retirement benefits in the form of provident fund 3.0 Cash and cash equivalents
is a defined contribution scheme. The company Cash and cash equivalents in the Balance Sheet
has no obligation, other than the contribution comprise cash at bank and in hand and short-term
payable to the provident fund. Payments to deposits with banks that are readily convertible into
defined contribution plans are recognised as an cash which are subject to insignificant risk of changes
expense when employees have rendered service in value and are held for the purpose of meeting short-
entitling them to the contributions. term cash commitments.
66
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2019
2. I) PROPERTY, PLANT AND EQUIPMENT
TANGIBLE ASSETS
(` in Lakhs)
GROSS BLOCK DEPRECIATION/AMORTIZATION CARRYING VALUE
PARTICULARS As at Additions (Disposals)/ As at As at For the Deductions/ As at As at As at

01.04.2018 Adjustments 31.03.2019 01.04.2018 year Adjustments 31.03.2019 31.03.2019 31.03.2018
Land 143.03 - - 143.03 - - - - 143.03 143.03
Buildings 7385.97 64.06 - 7450.03 3296.03 178.83 - 3474.86 3975.17 4089.94
Plant & Machinery 78766.73 710.56 (12150.61)* 67326.68 66555.80 3032.32 (12150.61) 57437.51 9889.17 12210.93
Furnitures & Fixtures 285.08 29.20 - 314.28 246.88 5.68 - 252.56 61.72 38.20
Vehicles 665.98 2.92 (17.32) 651.58 211.41 68.73 (15.46) 264.68 386.90 454.57
Office Equipments 238.93 43.23 - 282.16 161.76 33.74 - 195.50 86.66 77.17
Total 87485.72 849.97 (12167.93) 76167.76 70471.88 3319.30 (12166.07) 61625.11 14542.65 17013.84
67
Previous Year 92078.51 1030.85 (5623.64) 87485.72 72993.78 3094.66 (5616.56) 70471.88 17013.84 -
II) GOODWILL
Goodwill 2.80 - - 2.80 1.68 0.56 - 2.24 0.56 1.12
Total 2.80 - - 2.80 1.68 0.56 - 2.24 0.56 1.12
Previous Year 2.80 - - 2.80 1.12 0.56 - 1.68 1.12
III) OTHER INTANGIBLE ASSETS
Computer Software 196.45 1.80 - 198.25 121.61 27.08 - 148.69 49.57 74.84
Customer
Acquisition Cost 1345.05 - - 1345.05 224.65 453.84 - 678.49 666.56 1120.40
Total 1541.50 1.80 - 1543.30 346.26 480.92 - 827.18 716.13 1195.24
Previous Year 144.36 1397.14 - 1541.50 101.53 244.73 - 346.26 1195.24 -
GRAND TOTAL
Current year 89030.02 851.77 (12167.93) 77713.87 70819.82 3800.78 (12166.07) 62454.53 15259.34 18210.20
Previous Year 92225.67 2427.99 (5623.64) 89030.02 73096.43 3339.95 (5616.56) 70819.82 18210.20
Note : 1) Customer Acquisition Cost represents amount spent for the expansion of product market and increase in customer reach.
2) * Old machinery no longer in use, depreciated and written off during the year.
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
3. INVESTMENTS (NON-CURRENT)
Trade Investments (At Cost)
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) Morepen Inc.
9,400 (Previous Year 9,400) fully paid Shares
of Common Voting Stocks 22.23 22.23
11769.48 11769.48
Aggregate amount of unquoted investments (At Cost) 11769.48 11769.48
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.
4. LOANS
Current Portion Non Current Portion
As at 31.03.19 As at 31.03.18 As at 31.03.19 As at 31.03.18
Unsecured
(Considred good)
Financial Assets at amortised cost
Loans to Employees 34.71 44.66 4.14 2.05
34.71 44.66 4.14 2.05
5. OTHER NON CURRENT ASSETS
Unsecured
Capital Advances (Considered good) * 5790.08 5790.08
Leasehold Land Prepayments 25.34 25.70
Prepaid (Deffered)Expenses for Employee Benefit 2.57 1.16
Security Deposits 203.27 186.35
Due from Income Tax Department 551.90 368.86
6573.16 6372.15
Includes-*
` 5771.27 Lakhs (Previous year ` 5771.27 Lakhs) advanced for the acquisition/
new business opportunity and buyout of new brands. The company expects to complete
the transaction in the year's time.
6. INVENTORIES
Raw Materials 3747.92 4005.01
Work-in-progress 2192.57 1450.72
Finished goods 1839.68 727.11
Stock -in-trade 1131.55 1035.01
Goods in transit 2.83 2.05
Stores and spares 169.61 174.56
9084.16 7394.46
68
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
The inventory of stocks, stores and spares has been taken,
valued and certified by the management.
Breakup of Inventory
i) Raw materials -
API & Intermediates 2553.86 2479.65
Home Health 521.57 823.56
Formulations 672.49 701.80
Total Raw Materials 3747.92 4005.01
ii) Work in Progress -
Formulations -
Tablets 53.11 87.86
Syrup 1.54 1.17
Capsules 16.04 7.19
Others 3.80 1.51
Formulations Sub Total 74.49 97.73
Total Work -in -progress 2192.57 1450.72
iii) Finished goods -
Formulations -
Tablets 36.01 118.48
Syrup 4.14 13.90
Capsules 4.38 7.76
Others 22.53 0.97
Formulations Sub Total 67.06 141.11
Finished Goods Inventory 1839.68 727.11
iv) Stock-in-trade -
Formulations-
Tablets 85.97 80.96
Syrup 42.61 46.19
Capsules 7.00 21.22
Others 7.15 52.80
Formulations Sub -total 142.73 201.17
Stock-in-trade Inventory 1131.55 1035.01
7. INVESTMENTS
Other Investments (At Cost)
Investment in Mutual Funds (Quoted)
Nil (Previous Year : 21000 Units) of Rs.100/- each of
ICICI Prudential Saving Fund-Daily Dividend - 21.68
Nil (Previous Year 100 Units ) of Rs.100/- each of
ICICI Prudential Money Market Fund-Daily Dividend - 0.10
69
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
37 Units (Previous Year : Nil) of Aditya Birla Sun Life Equity Fund 0.25 -
120 Units (Previous Year : Nil) of Aditya Birla Sun Life Frontline Equity Fund 0.25 -
640 Units (Previous Year : Nil) of ICICI Prudential Bluechip Fund 0.25 -
758 Units (Previous Year : Nil) of Kotak Standard Multicap Fund 0.25 -
134 Units (Previous Year : Nil) of Franklin India Prima Fund 1.25 -
2.25 21.78
Market Value of Quoted Investments 2.39 21.78
8. TRADE RECEIVABLES
Unsecured -
Considered good 12196.49 11022.27
Considered Doubtful 81.99 96.28
Less : Provision for doubtful debts (81.99) (96.28)
12196.49 11022.27
9. CASH AND CASH EQUIVALENTS
Balances with banks
Current Accounts 926.28 534.97
Cash in hand 9.54 11.72
935.82 546.69
10. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
Earmarked balances with banks
Margin Money & Security against Overdraft, Bills discounting
and LC facilities (Refer Note No. 14) 2229.06 11.82
Guarantees 32.65 11.56
2261.71 23.38
11. OTHER FINANCIAL ASSETS
Interest accrued but not due 26.31 10.10
26.31 10.10
12. OTHER CURRENT ASSETS

Unsecured considered good, unless otherwise stated
Advances with Suppliers & Others 1744.30 1568.99
Balance with Government Authorities 1156.45 1431.64
Export Incentives Receivable 668.63 403.87
Recoverable from Customs - 61.47
Advances to Employees 67.56 83.89
Prepaid Expenses 76.92 73.56
3791.32 3647.42
Advances Considered Doubtful 157.73 157.73
Less : Provision for doubtful advances (157.73) (157.73)
3791.32 3647.42
70
13. SHARE CAPITAL
A. Equity Share Capital
As at March 31, 2019 As at March 31, 2018
No. Amount No. Amount
of Shares ( `/Lakhs) of Shares ( `/Lakhs)
Authorised
Equity Shares of ` 2/- each 450000000 9000.00 450000000 9000.00
Issued and Subscribed
(33000 Shares not paid up)
Paid up
Reconcilation of the numbers and amount of Equity shares -
For the year ended As at March 31, 2019 As at March 31, 2018
of Shares ( `/Lakhs) of Shares ( `/Lakhs)
Outstanding at beginning of the year 449826203 8995.86 449826203 8995.86
Add : Shares issued during the year - - - -
Less : Shares bought back during the year - - - -
Outstanding at the end of year 449826203 8995.86 449826203 8995.86
B. Shareholders holding more than 5% shares -

Equity Shares
Name of Shareholder As at March 31, 2019 As at March 31, 2018
No. of Shares % of Holding No. of Shares % of Holding
Pinfold Overseas Ltd. 38530000 8.57 38530000 8.57
C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -
i) The company has equity shares having a par value of ` 2/- each. Every member of the Company holding equity shares
shall be entitled to vote on every resolution placed before the Company and their voting right on poll shall be in
proportion to their share in the paid-up equity share capital of the Company.
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.
D. During last 5 years immediately preeceding the balance sheet date, no Equity 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 during aforesaid period of 5 years.
E. Disclosure about unpaid calls - ( ` in Lakhs)
Unpaid Calls 31.03.2019 31.03.2018
By Directors & Officers - -
By Others 0.66 0.66
F. No shares have been forfeited by the company during the year.
71
14. BORROWINGS
Long Term (` in Lakhs)
Secured
Term Loans from Banks & Institutions
- Restructured Debts - 1053.95 - -
- Other Loans 91.24 88.03 179.15 269.69
91.24 1141.98 179.15 269.69
Unsecured
- Preference Shares (Refer note no. 18) 11965.20 11965.20 - -
11965.20 11965.20 - -
Total 12056.44 13107.18 179.15 269.69
I. Term Loans from Banks & Institutions
Other loans represent vehicle loans, repayble on monthly basis, are secured by way of hypothecation of specific assets
purchased under the hire purchase scheme.
Year of Repayment 2020-21 2021-22 2022-23 Total
Annual Repayment Amount (Rs./Lakhs) 96.12 48.35 34.68 179.15
Annual Rate of Interest (%) 8.17-10.95 8.17-10.95 8.17-10.95
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
II. Current Portion of Long Term Borrowings is appearing under the head Other Financial Liabilities. (Refer Note No. 18)
Short Term
Secured
Bank Overdraft and Bill Discounting facility against term deposit (Refer Note No. 10) 898.97 -
Total 898.97 -
Annual rate of interest chargable on aforesaid facilties ranges up to 8.5 % .
15. OTHER FINANCIAL LIABILITIES (NON-CURRENT)
Security Deposits from Business Associates & Others 146.39 172.39
146.39 172.39
16. PROVISIONS
CURRENT NON-CURRENT
Provision for Employees' Benefits (Unfunded) -
Gratuity 85.97 74.34 1336.43 1029.84
Leave Encashment 28.08 52.10 449.05 315.46
Total 114.05 126.44 1785.48 1345.30
72
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
17. TRADE PAYABLES

Total outstanding dues of micro small and medium enterprises 268.60 38.88
Total outstanding dues of creditors other than micro small
and medium enterprises 15439.24 16450.33
15707.84 16489.21
No interest during the year has been paid or payable under
the terms of the MSMED Act, 2006.
18. OTHER FINANCIAL LIABILITIES -CURRENT
Current maturities of Long Term Borrowings (Refer note no. 14) 91.24 1141.98
Preference Shares (Refer note no.14) 11965.20 11965.20
Interest Accrued and Due on Borrowings - 65.12
Cummulative Dividend on Preference Shares 881.32 831.69
Accrued Salaries and Benefits 977.53 754.12
Others 710.08 480.64
14625.37 15238.75
Under the previous GAAP, Preference Shares Capital was treated as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability. Dividend
on cumulative preference shares has accordingly been shown as part of finance cost.
A. Preference Shares
of Shares (`/Lakhs) of Shares (`/Lakhs)
Authorised
Preference Shares of ` 100/- each 12000000 12000.00 12000000 12000.00
Issued , Subscribed & paid up
0.01% Optionally Convertible 9735201 9735.20 9735201 9735.20
0.01% Cumulative Redeemable 1730000 1730.00 1730000 1730.00
11965201 11965.20 11965201 11965.20
Reconcilation of the numbers and amount of Preference shares
Less : Shares bought back/redeemed
during the year - - - -
73
B. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -
i) The company has preference shares of `100/- each. Every member of the Company holding preference shares shall be
entitled to vote on resolutions placed before the Company which directly affect the rights attached to their shares and
any resolution for winding up of the Company or for repayment or reduction of capital and their voting right on poll
shall be in proportion to their share in the paid-up preference share capital of the Company. However, where the
dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of
preference shareholders shall have a right to vote on all resolutions placed before the Company and the proportion of
voting rights of equity shareholders to the voting rights of preference shareholders shall be in proportion to their paid up
capital.
ii) All 9735201, 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.
iii) Out of 1730000, 0.01% Cumulative Reedemable Preference Shares, preference shares comprising of 200000 Shares
amounting to ` 200.00 Lakhs were due for redemption in financial year ending 31.03.2012, whereas 50% of 1530000
st
Shares amounting to ` 765.00 Lakhs were due for redemption in the financial year ending 31 March, 2017 and balance
st
50% had fallen due for redemption in the financial year ending 31 March, 2018.
iv) 500000, 9.75% Cumulative redeemable Preference shares amounting to ` 500.00 Lakhs 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 dividend thereon. The company is
contesting the claim of the subscriber at appropriate forum.
v) During the year, the company could not redeem the Preference Shares, already due for redemption, on account of
unavailability of distributable profits in terms of Section 55(2)(a) and Section 123 of Companies Act, 2013.
C. Shareholders holding more than 5% shares -
a) 9735201, 0.01% Optionally Convertible Redeemable Shares -
Name of Shareholder As at 31.03.2019 As at 31.03.2018
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
b) 1730000, 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) 500000, 9.75% Cumulative Redeemable Shares -

Jammu and Kashmir Bank Ltd. 500000 100 500000 100
74
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
19. OTHER CURRENT LIABILITIES
Advance received from Customers 239.89 271.13
Direct Taxes 292.77 58.99
Indirect Taxes 203.32 36.62
735.98 366.74
20. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)
a) Contingent Liabilties
Claims against the Company not acknowledged as debts 218.33 844.50
Other money for which company is contingently liable 901.50 1740.00
Fixed Deposits (Refer Note No. 38(d)) - -
1152.48 2,607.19
b) Commitments - -
1152.48 2607.19
(` in Lakhs)
31.03.2019 31.03.2018
21. REVENUE FROM OPERATIONS
Sale of products
Domestic 40900.75 36928.36
Exports 29696.46 18366.31
[(includes third party & deemed exports of Rs. 3.50 Lakhs (Previous year Rs. 2901.25 Lakh)]
Total 70597.21 55294.67
Other Operating Revenues
Export Incentives 1093.59 777.32
Other items 33.49 11.05
1127.08 788.37
71724.29 56083.04
Break-up of revenue from sale of products ( net of excise duty )
Classification -
Manufactured goods
Home Health 6015.87 790.84
Formulations -
Tablets 3730.45 2882.51
Syrup 824.52 555.49
Capsules 889.76 499.87
Others 254.29 153.49
Formulations Sub-Total 5699.02 4091.36
Sale of Manufactured Goods - (A) 53019.61 38790.32
Traded Goods
Home Health 7959.06 9544.57
Formulations -
Tablets 5591.20 3663.16
Syrups 1972.51 950.21
75
(` in Lakhs)
31.03.2019 31.03.2018
Capsules 1089.43 952.21

Others 965.40 1394.20
Formulations Sub -Total 9618.54 6959.78
Total Sales of Stock in Trade - (B) 17577.60 16504.35
Total Sales Revenues (A+B) 70597.21 55294.67
22. OTHER INCOME
Interest Income 82.23 12.05
Others 284.95 341.96
367.18 354.01
23. COST OF MATERIALS CONSUMED
Raw Materials 32570.03 21323.68
Packing Materials 1738.06 728.97
34308.09 22052.65
Break up of cost of Raw Material consumed
Classification -
Home Health 5504.40 973.17
Formulations 3224.35 2296.16
Total 34308.09 22052.65
24. PURCHASE OF STOCK-IN-TRADE
Home Health 6118.75 5775.31
Formulations -
Tablets 4717.91 3172.53
Syrups 1562.32 807.27
Capsules 1018.47 753.22
Others 856.84 1274.33
Formulations Sub -total 8155.54 6007.35
Total 14274.29 11782.66
25. CHANGE IN INVENTORY
Opening Balance -
Stock-in-trade 1035.01 1138.97
3387.40 3811.89
Closing Balance -
Stock-in-trade 1131.55 1035.01
5333.41 3387.40
Change in Inventory (1946.01) 424.49
76
(` in Lakhs)
31.03.2019 31.03.2018
26. EMPLOYEE BENEFITS EXPENSE

Salaries and Wages 7528.51 6033.66
Contribution to provident fund/ ESI 280.58 256.28
Gratuity and Leave Encashment 338.03 214.89
Staff Welfare 327.12 317.07
8474.24 6821.90
27. FINANCE COST
Interest expense 157.45 380.71
Dividends on Cumulative Preference Shares (refer Note No. 18) 49.63 48.75
207.08 429.46
28. OTHER EXPENSES
Consumption of Stores and spare parts 236.29 112.65
Power and Fuel 1318.15 1108.29
Rent 358.08 355.66
Repairs to buildings 178.66 120.62
Repairs to machinery 437.95 305.57
General Repairs 93.71 96.43
Insurance 48.28 42.89
Research & Development 95.48 50.20
Quality Control & Testing Charges 440.96 303.22
Rates and Taxes 135.05 134.02
Legal and Professional Expenses 1393.00 834.20
Travelling Expenses 1092.84 971.56
Selling and Distribution Expenses 3172.21 2912.86
Miscellaneous Expenses 1110.98 1626.25
10111.64 8974.42
29. PAYMENTS TO AUDITORS (excluding Service Tax/GST)
Statutory Auditors -
Year Ended
Audit Fee 20.00 20.00
Tax Audit Fee 6.00 6.00
Tax Matters 4.00 4.00
Certification 1.43 2.71
Others 1.53 8.71
Total 32.96 41.42
Cost Auditors -
Audit Fees 2.00 2.00
Total 2.00 2.00
30. PRIOR PERIOD ITEMS
Expenses include Rs. 42.03 Lakhs (Previous Year Rs. 14.73 Lakhs) as expenses (net) relating to earlier years.
77
(` in Lakhs)
31.03.2019 31.03.2018
31. DISCLOSURES ABOUT IMPORTS, EXPENDITURE IN FOREIGN CURRENCY, RAW MATERIAL CONSUMPTION &
EARNINGS IN FOREIGN EXCHANGE -
A. VALUE OF IMPORTS ON CIF BASIS
Raw Materials 22255.89 12465.13
Stock -in -trade 4456.71 2351.61
Capital Goods 208.10 122.11
26920.70 14938.85
B. EXPENDITURE IN FOREIGN CURRENCY
Purchase of Capital Goods/ Travel/ Commission 470.79 536.47
470.79 536.47
C. VALUE OF IMPORTED AND INDIGENIOUS RAW
MATERIAL CONSUMED AND PERCENTAGE THEREOF
Imported 17964.36 11547.05
Indigenous 16343.73 10535.61
34308.09 22082.66
% Imported 52.36% 52.29%

% Indigenous 47.64% 47.71%
100.00% 100.00%
D. EARNINGS IN FOREIGN EXCHANGE
Exports of Goods on F.O.B. basis 29692.96 15465.05
[Excluding third party & deemed exports of Rs.3.50 Lakhs
(Previous Year Rs. 2901.25 Lakhs)] 29692.96 15465.05
32. SEGMENT REPORTING
In accordance with Indian Accounting Standard, Ind AS-108 “Operating Segment ”, 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.
33. RELATED PARTY DISCLOSURES
Disclosure as required by Indian Accounting Standard “Related Party Disclosures” (Ind AS 24) issued by the Institute of
Chartered Accountants of India are as under:
Related Parties
1. Subsidiary Companies
Morepen Inc. Overseas Company
Dr. Morepen Limited Domestic Company
Total Care Limited Domestic Company
2. Key Management Personnel Mr. Sushil Suri, Chairman & Managing Director
Dr. A.K. Sinha, Whole time Director
Mr. Ajay Sharma, Chief Financial Officer
Mr. Vipul Srivastava, Company Secretary from November 2018
Mr. Thomas P. Joshua, Company Secretary upto September 2018
3. Relatives of Key Management personnnels Mr. Sanjay Suri, Mr. Varun Suri, Mr. Anubhav Suri, Mr. Kushal Suri,
with whom the company has any Mrs. Sunita Suri, Mrs. Mamta Suri, Mrs. Shalu Suri, Mrs. Sakshi Suri,
transaction during the year Mrs. Suhina Suri, Mrs. Bavleen Suri, Mr. Rajas Suri, Mrs. Amita Sharma
4. Entities over which key management Park Hyatt Goa Resort and Spa (a unit of Blue Coast Hotels Ltd.)
personnel/ or Relatives of key management Edit 25 Lifestyle Private Limited
personnel are able to exercise significant
influence with which the company has any
transactions during the year
78
Transactions with related parties -
Particulars Nature of transaction (` in Lakhs)
1. Subsidiary Companies Sale of inventories 412.17
Purchase of inventories 1.72
Amount payable as on 31.03.19 139.00
(Maximum amount outstanding `296.34 Lakhs)
2. Key Management Personnel Remuneration 225.17
Balance Payable as on 31.03.19 42.16
(Maximum amount outstanding - ` 62.30 Lakhs)
3. Entities over which key management Receipt of services Nil
personnel/ or Relatives of key Balance Payable as on 31.03.19 Nil
management personnel are able to (Maximum amount outstanding - `158.46 Lakhs)
exercise significant influence with Receipt of services 28.00
which the company has any Balance Payable as on 31.03.19 4.07
transactions during the year (Maximum amount outstanding - ` 11.68 Lakhs)
4. Relatives of key Management Remuneration 574.96
personnnels with whom the company Balance Payable as on 31.03.19 149.63
has any transaction during the year (Maximum amount outstanding - ` 161.89 Lakhs)
34. EARNING PER SHARE

Particulars Year Ended
31.03.2019 31.03.2018
Profit/ (Loss) after Tax (` in Lakhs) 2861.36 2611.52
Weighted average number of equity shares outstanding 449826203 449826203
Earnings/(loss) per share in rupees (face value ` 2/- per share)- Basic & Diluted 0.64 0.58
35. EMPLOYEE BENEFITS

Disclosures as per Accounting Standard, Ind AS -19 'Employee Benefits' is as under -
(A) Disclosures for Defined Contribution Plans -
Particulars 31.03.2019 31.03.2018
Employer's Contribution to Provident Fund 225.04 209.59
Employer's Contribution to Employees State Insurance 55.42 46.68
(B) Disclosures for Defined Benefit Plans - Unfunded
Particulars Gratuity Leave Encashment
I Change in the present value of obligation: 31.03.2019 31.03.2018 31.03.2019 31.03.2018
Present Value of Obligation at beginning of the year 1104.18 1042.39 367.56 356.00
Add: Interest Cost 101.51 82.09 34.49 26.87
Add: Current Service Cost 92.76 79.54 60.74 30.38
Less:- Benefit Paid 47.88 88.89 40.11 51.36
Add: Acturial loss/(gain) on obligations 171.82 (10.95) 54.45 5.67
Present Value of Obligation as at year end 1422.39 1104.18 477.13 367.56
II Change in the fair value of plan Assets: 31.03.2019 31.03.2018 31.03.2019 31.03.2018
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 - - - -
III Expense recognized in the Profit and Loss Account 31.03.2019 31.03.2018 31.03.2019 31.03.2018
Current Service Cost 92.76 79.54 60.74 30.38
Add: Interest Cost 101.51 82.09 34.49 26.87
Less: Expected Return on plan asstes - - - -
Less: Settlement Credit - - 5.93 9.67
Add: Net acturial loss/(gain) recognised 171.82 (10.95) 54.45 5.67
Total expenses recognized in profit & loss account 366.09 150.68 143.75 53.25
79
IV The following table sets out the assumptions used in actuarial valuation of gratuity and leave encashment-
Assumptions 31.03.2019 31.03.2018 31.03.2019 31.03.2018
Discount Rate 7.70% 7.60% 7.70% 7.60%
Salary Escalation Rate 8.30% 5.00% 5.00% 5.00%
Expected Return on Assets - - - -
Employee Turnover rates 4.00% 3.00% 3.00% 3.00%
Expected average remaining working lives
of employees (years) 21 20 21 20
36. IMPAIRMENT
It is the view of management that there are no impairment conditions that exist as on 31st March, 2019. Hence, no provision is
required in the accounts for the year under review.
37. INCOME TAX
As required by Indian Accounting Standard “Income - taxes" i.e. (Ind-AS 12) issued by the Institute of Chartered Accountants of
India, deferred tax asset on accumulated losses, is not recognized as a matter of prudence. Current year income tax is provided as
per the provisionss of Income Tax Act, 1961.
38. OTHERS SIGNIFICANT DISCLOSURES
a) In the opinion of directors, all assets 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) 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.
c) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of
assessments.
d) During the financial year ended 31st March, 2010, pursuant to a Scheme of Arrangement & Compromise under Section 391 of
th
the Companies Act, 1956 approved by the Hon’ble High Court of Himachal Pradesh vide its Order dated 4 August, 2009
the Company allotted 9,24,90,413 Equity Shares to the fixed deposit holders in settlement of their dues. On an appeal filed
against the said Order by the Central Government, the Hon’ble Division Bench of the Hon’ble High Court of Himachal
Pradesh remanded the matter back to single judge for considering the representation of central government and deciding the
matter afresh. The matter was later transferred to Hon’ble National Company Law Tribunal (NCLT), Chandigarh. The
Hon’ble NCLT vide its judgment dated 12th March 2018 dismissed the Company's petition seeking approval of the Scheme
of arrangement with the Fixed Deposit holders. However, Hon’ble NCLT further stated that the order will not affect the
allotment of the shares to the FD holders who have traded the shares to the third parties or transferred the allotted shares. It
directed the company that it shall pay the outstanding amount as per the scheme approved by the Company Law Board
(CLB) to the original FD holders (except to those who have since traded/transferred the shares allotted to them). The
Company had filed an appeal before the Hon’ble National Company Law Appellate Tribunal (NCLAT) at New Delhi against
the order dated 12th March, 2018 of the Hon’ble NCLT, Chandigarh. The Hon’ble NCLAT while issuing notice to the
th
respondents has stayed the operation of the impugned order dated 12 March, 2018. The Hon’ble National Company Law
Appellate Tribunal (NCLAT) after hearing the matter has reserved the order for judgment. Pending disposal of the company’s
appeal before Hon’ble NCLAT, the liability towards deposit holders, if any, is not ascertained. (Refer Note. No. 20)
e) In view of the amendments in the Companies Act during the year, the payment of remuneration to directors amounting to
` 356.00 Lakhs for the period April 2005 - March 2014, now does not require approval from central government.
f) During the year operations u/s 132 of Income Tax Act, 1961 were carried out by Income Tax Department on the premises of
the company. No incriminating document was found.
g) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.
39. Corporate Social Responsibility (CSR)
a) During the financial year ended 31st March, 2019, CSR amount required to be spent by the Company as per Section 135
of the Companies Act, 2013 read with Schedule VII thereof was ` 43.15 Lakh (Previous year` 26.18 Lakh).
b) During the year the Company has made an expenditure of ` 45.06 Lakh (Previous year ` 31.80 Lakh) related to CSR.
c) Details of CSR expenditure incurred during the year ended 31st March, 2019 is as below :-
(`/Lakh)
31.03.2019 31.03.2018
CSR activity
- Promotion of Healthcare 32.55 31.80
- Education 12.51 -
Total 45.06 31.80
80
Independent Auditor's Report
To the Members of Morepen Laboratories Limited
Report on the Audit of Consolidated Financial Statements
Opinion (“Ind AS”) and other accounting principles generally accepted in
India, of the consolidated state of affairs of the Group as at 31st
We have audited the accompanying Consolidated Financial
March, 2019, the consolidated profit, consolidated total
Statements of Morepen Laboratories Limited (“the Holding
comprehensive income, consolidated changes in equity and its
Company”) and its subsidiaries (the Holding Company and
consolidated cash flows for the year ended on that date.
its subsidiary together referred to as “the Group”), which
comprise the Consolidated Balance Sheet as at 31st March, Basis for Opinion
2019, the Consolidated Statement of Profit and Loss
We conducted our audit in accordance with the Standards on
(including Other Comprehensive income), the Consolidated
Auditing (SAs) specified under section 143(10) of the Act. Our
Statement of Changes in Equity and the Consolidated
responsibilities under those Standards are further described in the
Statement of Cash Flows for the year ended on that date, and
Auditor's Responsibilities for the Audit of the Consolidated
a summary of the significant accounting policies and other
Financial Statements section of our report. We are independent of
explanatory information (hereinafter referred to as “the
the Group in accordance with the Code of Ethics issued by the
consolidated financial statements”).
Institute of Chartered Accountants of India (ICAI) together with the
In our opinion and to the best of our information and independence requirements that are relevant to our audit of the
according to the explanations given to us, the aforesaid consolidated financial statements under the provisions of the Act
consolidated financial statements give the information and the Rules thereunder, and we have fulfilled our other ethical
required by the Companies Act, 2013 (“the Act”) in the responsibilities in accordance with these requirements and the
manner so required and give a true and fair view in ICAI's Code of Ethics. We believe that the audit evidence we have
conformity with the Indian Accounting Standards prescribed obtained is sufficient and appropriate to provide a basis for our
under section 133 of the Act read with the Companies audit opinion.
(Indian Accounting Standards) Rules, 2015, as amended,
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report.
S. Key Audit Matter Auditor's Response
No.
1 In the Scheme of Arrangement & Compromise under Principal Audit Procedures
Section 391 of the Companies Act, 1956 as approved We collected the following documents:
by the Hon'ble High Court of Himachal Pradesh
vide its Order dated 4th August, 2009, the Company - Scheme approved by the Company Law Board (CLB) dated 19th
allotted 9,24,90,413 Equity Shares to the fixed August, 2003.
deposit holders in settlement of their dues. The - Scheme of Arrangement & Compromise under Section 391 of
Hon'ble NCLT vide its judgment dated 12th March, the Companies Act, 1956 approved by the Hon'ble High Court
2018 dismissed the Company's petition seeking of Himachal Pradesh dated 4th August, 2009.
approval of the Scheme and stated that the order will
- Judgment of Hon'ble NCLT dated 12th March 2018 dismissing
not affect the allotment of the shares to the FD
the Company's petition seeking approval of the Scheme of
holders who have traded the shares to the third
arrangement with the Fixed Deposit holder.
parties or transferred the allotted shares and to the
balance FD holders the company shall pay the - Copy of order of Hon'ble National Company Law Appellate
outstanding amount as per the scheme approved by Tribunal dated 27th April 2018 staying the direction issued by
the Company Law Board (CLB). On an appeal Hon'ble NCLT in its order dated 12th March 2018.
preferred by the company against the said order of - Copy of order of Hon'ble National Company Law Appellate
NCLT, the Hon'ble National Company Law Tribunal (NCLAT) dated 8th April 2019 reserving the order for
Appellate Tribunal (NCLAT) stayed the direction of judgement.
NCLT and reserved the order for judgment after
hearing the matter. We read and analysed the above orders/judgments. The
Refer Note. No. 33(d) to the consolidated financial outcome of the judgement may impact financials of the
statements company.
81
Information Other than the Consolidated Financial due to fraud or error, which have been used for the purpose of
Statements and Auditor's Report thereon preparation of the consolidated financial statements by the
The Company's Board of Directors is responsible for directors of the Holding Company as aforesaid.
preparation of the other information. The other information In preparing the consolidated financial statements, the
comprises the information included in Annual Report, but respective board of directors of the entities included in the
does not include the consolidated financial statements and Group are responsible for assessing the ability of the Group to
our auditor's report thereon. continue as going concern, disclosing, as applicable, matters
Our opinion on the consolidated financial statement does related to going concern and using the going concern basis of
not cover the other information and we do not express any accounting unless management either intends to liquidate the
form of assurance conclusion thereon. Group or to cease the operations, or has no realistic alternative
but to do so.
In connection with our audit of the consolidated financial
statements, our responsibility is to read the other information The respective board of Directors of the entities included in the
and, in doing so, consider whether the other information is Group are responsible for overseeing the financial reporting
materially inconsistent with the consolidated financial process of the Group.
statements or our knowledge obtained during the course of Auditor's Responsibilities for the Audit of Consolidated
our audit, or otherwise appears to be materially misstated. Financial Statements
If, based on the work we have performed, we conclude that Our objectives are to obtain reasonable assurance about
there is a material misstatement of this other information, we whether the consolidated financial statements as a whole are
are required to report that fact. We have nothing to report in free from material misstatement, whether due to fraud or error,
this regard. and to issue an auditor's report that includes our opinion.
Management's responsibility for the Consolidated Reasonable assurance is a high level of assurance, but is not a
Financial Statements guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
The Holding Company's Board of Directors is responsible Misstatements can arise from fraud or error and are considered
for the preparation and presentation of these consolidated material if, individually or in aggregate, they could reasonably
financial statements in terms of the requirements of the Act be expected to influence the economic decisions of users taken
that give a true and fair view of the consolidated financial on the basis of these consolidated financial statements.
position, consolidated financial performance including
other comprehensive income, consolidated cash flows and As part of an audit in accordance with SAs, we exercise
consolidated changes in equity of the Group in accordance professional judgement and maintain professional skepticism
with the accounting principles generally accepted in India, throughout the audit. We also:
including the Accounting Standards prescribed under • Identify and assess the risks of material misstatement of
section 133 of the Act, read with relevant rules issued the consolidated financial statements, whether due to
thereunder. fraud or error, design and perform audit procedures
The respective board of directors of the entities included in responsive to those risks, and obtain audit evidence that
the Group are responsible for maintenance of adequate is sufficient and appropriate to provide a basis for our
accounting records in accordance with the provisions of the opinion. The risk of not detecting a material misstatement
Act for safeguarding the assets of the Group and for resulting from fraud is higher than for one resulting from
preventing and detecting frauds and other irregularities, error, as fraud may involve collusion, forgery, intentional
selection and application of appropriate accounting policies, omissions, misrepresentations or the override of internal
making judgements and estimates that are reasonable and control.
prudent; and design, implementation and maintenance of • Obtain an understanding of internal financial controls
adequate internal financial controls, that were operating relevant to the audit in order to design audit procedures
effectively for ensuring the accuracy and completeness of the that are appropriate in the circumstances. Under section
accounting records, relevant to the preparation and 143(3)(i) of the Act, we are also responsible for
presentation of the financial statements that give a true and expressing our opinion on whether the company has
fair view and are free from material misstatement, whether adequate internal financial controls system in place and
82
the operating effectiveness of such controls. We also provide those charged with governance with a
• Evaluate the appropriateness of accounting policies statement that we have complied with relevant ethical
used and the reasonableness of accounting estimates requirements regarding independence, and to
and related disclosures made by management. communicate with them all relationships and other
matters that may reasonably be thought to bear on our
• Conclude on the appropriateness of management's use independence, and where applicable, related
of the going concern basis of accounting and, based on safeguards.
the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that From the matters communicated with those charged with
may cast significant doubt on the ability of the Group to governance, we determine those matters that were of
continue as a going concern. If we conclude that a most significance in the audit of the consolidated
material uncertainty exists, we are required to draw financial statements of the current period and are
attention in our auditor's report to the related therefore the key audit matters. We describe these
disclosures in the consolidated financial statements or, matters in our auditor's report unless law or regulation
if such disclosures are inadequate, to modify our precludes public disclosures about the matter or when, in
opinion. Our conclusions are based on the audit extremely rare circumstances, we determine that a matter
evidence obtained up to the date of our auditor's should not be communicated in our report because the
report. However, future events or conditions may adverse consequences of doing so would reasonably be
cause the group to cease to continue as a going expected to outweigh the public interest benefits of such
concern. communication.
• Evaluate the overall presentation, structure and Other Matters

content of the consolidated financial statements, We did not audit the financial statements of foreign subsidiary
including the disclosures, and whether the named as Morepen Inc. included in consolidated financial
consolidated financial statements represent the statements whose financial statements reflect total assets of Rs.
underlying transaction and events in a manner that 186.45 lakhs as at 31st March, 2019, total revenue of Rs. 105.32
achieves fair presentation. lakhs, total profit after tax of Rs. 18.97 lakhs and total
• Obtain sufficient appropriate audit evidence regarding comprehensive income of Rs. 18.97 lakhs for the year ended
the financial information of the entities or business on that date, as considered in the consolidated financial
activities within the Group to express an opinion on statements. The aforesaid financial statements have been
the consolidated financial statements. We are audited by other auditors whose report has been furnished to us
responsible for the direction, supervision and by the management and our opinion on the consolidated
performance of the audit of the financial statements of financial statements, in so far as it relates to the amounts and
such entities included in the consolidated financial disclosures included in respect of this subsidiary, is based
statements of which we are independent auditors. For solely on the report of the auditor of such company.
the other entities included in consolidated financial Report on Other Legal and Regulatory Requirements
statements, which have been audited by other
As required by Section 143(3) of the Act, based on our audit we
auditors, such other auditors remain responsible for
report, to the extent applicable, that:
the direction, supervision and performance of the
audits carried out by them. We remain solely a) We have sought and obtained all the information and
responsible for our audit opinion. explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
We communicate with those charged with governance
of the Holding Company and such entities included in b) In our opinion, proper books of accounts as required by
the consolidated financial statements of which we are law relating to preparation of the aforesaid consolidated
independent auditors regarding, among other matters, financial statements have been kept so far as it appears
the planned scope and timing of the audit and from our examination of those books.
significant audit findings, including any significant c) The Consolidated Balance Sheet, the Consolidated
deficiencies in internal control that we identify during Statement of Profit and Loss including other
our audit. comprehensive income, the Consolidated Statement of
83
the Changes in Equity and the Consolidated Statement directors during the year is in accordance with the
of Cash Flows dealt with by this report are in agreement provisions of section 197 of the Act.
with the books of accounts. h) With respect to the other matters to be included in the
d) In our Opinion, the aforesaid consolidated financial Auditors' Report in accordance with Rule 11 of the
statements comply with the Indian Accounting Companies (Audit and Auditors) Rules, 2014, in our
Standards prescribed under section 133 of the Act, opinion and to the best of our information and according
read with relevant rules issues thereunder. to the explanations given to us:
e) On the basis of the written representations received (i) The consolidated financial statements disclose the
from the directors of the Holding company and its impact of pending litigations on the consolidated
Indian subsidiaries as on 31st March, 2019 taken on financial position of the Group;
record by the Board of Directors of the respective (ii) The Group has made provision in the consolidated
companies, none of the directors of the Group financial statements, as required under the
companies incorporated in India is disqualified as on applicable law or accounting standards, for material
31st March, 2019 from being appointed as a director in foreseeable losses, if any, on long term contracts
terms of section 164(2) of the Act. including derivate contracts;
f) With respect to the adequacy of the internal financial (iii) During the year, the Group was not liable to transfer
controls over financial reporting of the Group and the any amount to the Investor Education and Protection
operating effectiveness of such controls is as per Fund.
Annexure A.
For Satinder Goyal & Co.
g) With respect to the other matters to be included in the Chartered Accountants
Auditor's Report in accordance with the requirements Firm's Regn. No: 027334N
of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and
S.K. Goyal
according to the explanations given to us, the
Date : 4th May, 2019 (Partner)
remuneration paid by the holding company to its
84
ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph (f) under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date on
the consolidated financial statements of Morepen Laboratories Limited for the year ended 31st March 2019)
Report on the Internal Financial Controls over Financial Reporting 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 Our audit involves performing procedures to obtain audit
Statements of the Holding Company as of and for the year evidence about the adequacy of the internal financial controls
ended 31st March, 2019, we have audited the internal system over financial reporting and their operating effectiveness.
financial controls over financial reporting of Morepen Our audit of internal financial controls over financial reporting
Laboratories Limited (hereinafter referred to as “the Holding included obtaining an understanding of internal financial controls
Company”) and its Indian subsidiaries, as of that date. over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
Management's Responsibility for Internal Financial
effectiveness of internal control based on the assessed risk. The
Controls
procedures selected depend on the auditor's judgment, including
The respective Board of directors of the holding company the assessment of the risks of material misstatement of the financial
and its subsidiaries which are incorporated in India, are statements, whether due to fraud or error.
responsible for establishing and maintaining internal
We believe that the audit evidence obtained by us is sufficient and
financial controls based on the internal control over financial
appropriate to provide a basis for our audit opinion on internal
reporting criteria established by these entities, considering
financial controls system over financial reporting of the Holding
the essential components of internal control stated in the
company and its subsidiaries incorporated in India.
Guidance Note on Audit of Internal Financial Controls over
Financial Reporting (the “Guidance Note”) issued by the Meaning of Internal Financial Controls over Financial Reporting
Institute of Chartered Accountants of India ('ICAI'). These A company's internal financial control over financial reporting is a
responsibilities include the design, implementation and process designed to provide reasonable assurance regarding the
maintenance of adequate internal financial controls that reliability of financial reporting and the preparation of financial
were operating effectively for ensuring the orderly and statements for external purposes in accordance with generally
efficient conduct of its business, including adherence to accepted accounting principles. A company's internal financial
respective company's policies, the safeguarding of its assets, control over financial reporting includes those policies and
the prevention and detection of frauds and errors, the procedures that (1) pertain to the maintenance of records that, in
accuracy and completeness of the accounting records, and reasonable detail, accurately and fairly reflect the transactions and
the timely preparation of reliable financial information, as dispositions of the assets of the company; (2) provide reasonable
required under the Act. assurance that transactions are recorded as necessary to permit
Auditors' Responsibility preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and
Our responsibility is to express an opinion on internal
expenditures of the company are being made only in accordance
financial controls over financial reporting of the Holding
with authorizations of management and directors of the company;
company and its subsidiaries incorporated in India, based on
and (3) provide reasonable assurance regarding prevention or
our audit. We conducted our audit in accordance with the
timely detection of unauthorized acquisition, use, or disposition of
Guidance Note and the Standards on Auditing prescribed
the company's assets that could have a material effect on the
under section 143(10) of the Act, to the extent applicable to
financial statements.
an audit of internal financial controls. Those Standards and
the Guidance Note require that we comply with ethical Inherent Limitations of Internal Financial Controls Over
requirements and plan and perform the audit to obtain Financial Reporting
reasonable assurance about whether adequate internal Because of the inherent limitations of internal financial controls
financial controls over financial reporting was established over financial reporting, including the possibility of collusion or
and maintained and if such controls operated effectively in improper management override of controls, material
all material respects. misstatements due to error or fraud may occur and not be detected.
85
Also, projections of any evaluation of the internal financial considering the essential components of internal control stated in
controls over financial reporting to future periods are subject the Guidance Note.
to the risk that the internal financial control over financial Other Matters
reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the Our aforesaid report under section 143(3)(i) of the Act on the
policies or procedures may deteriorate. adequacy and operating effectiveness of the internal financial
control over financial reporting in so far as it relates to the financial
Opinion statements of foreign subsidiary named as Morepen Inc., is based
In our opinion, to the best of our information and according solely on the reports of the auditor of such company.
to the explanation given to us, and based on the
consideration of reports of other auditors, referred to in the
Other Matters paragraph, the Holding company and its For Satinder Goyal & Co.
subsidiaries incorporated in India, have, in all material Chartered Accountants
respects, an adequate internal financial controls system over Firm's Regn. No: 027334N
financial reporting and such internal financial controls over
financial reporting were operating effectively as at 31st S.K. Goyal
March, 2019, based on the internal control over financial Date : 4th May, 2019 (Partner)
reporting criteria established by the respective companies, Place : New Delhi Membership No. : 084613
86
Consolidated Balance Sheet
As at 31st March, 2019
(` in Lakhs)
As at As at
Note No. 31.03.2019 31.03.2018
A ASSETS
1. NON-CURRENT ASSETS
Property Plant and Equipment 2 14736.71 17239.67
Goodwill 2 7447.98 7448.54
Other Intangible Assets 2 1436.25 1741.07
Financial Assets :
Loans 3 4.14 2.05
Other Non-Current Assets 4 7945.82 7805.31
31570.90 34236.64
2. CURRENT ASSETS
Inventories 5 9420.16 7688.69
Financial Assets :
Investments 6 2.25 21.78
Trade Receivables 7 13374.69 12185.05
Cash and Cash Equivalents 8 959.51 571.61
Bank Balances other than Cash and Cash Equivalents 9 2261.71 23.38
Loans 3 39.11 46.31
Other Financial Assets 10 26.31 10.10
Other current assets 11 3863.10 3797.08
29946.84 24344.00
TOTAL 61517.74 58580.64
B. EQUITY AND LIABILITIES
1. EQUITY
Equity Share Capital 12 8995.86 8995.86
Other Equity 16313.42 13598.30
25309.28 22594.16
2. MINORITY INTEREST 13 (46.31) (45.42)
3. NON - CURRENT LIABILITIES
Financial Liabilties :-
Borrowings 14 182.92 294.73
Provisions 16 1901.21 1442.37
2337.78 2019.76
4. CURRENT LIABILITIES
Financial Liabilties :-
Borrowings 14 898.97 -
Trade Payables 17 16815.02 17488.44
Other Current Liabilties 19 1188.59 813.60
Provisions 16 138.60 133.33
33916.99 34012.14
TOTAL 61517.74 58580.64
Place : New Delhi
87
Consolidated Statement Of Profit And Loss
(` in Lakhs)
Note No. 31.03.2019 31.03.2018
REVENUE
Sales Revenue 21 75621.44 59775.29
Other Income 1232.40 875.62
Revenue from operations (Net) 21 76853.84 60650.91
Other Income 22 367.18 372.27
Total Income (I) 77221.02 61023.18
EXPENSES
Cost of Materials Consumed 23 34308.09 22052.65
Purchases of Stock-in-Trade 17329.47 14457.40
Changes in inventories of Finished goods
Work-in-progress and Stock-in-Trade (1987.78) 347.06
Employee Benefits Expense 24 9536.47 7653.37
Finance Cost 25 211.00 435.73
Depreciation and Amortization Expense 2 3990.29 3432.20
Other Expenses 26 10915.81 9667.68
Total Expenses (II) 74303.35 58046.09
Tax Expense
Tax (246.33) -
Tax Credit Entitlement 212.70 -
Profit for the Year (III) 2884.04 2977.09
Share of minority interest in Profit/ (loss) (0.89) 17.95
Profit for the year available for majority shareholders 2884.93 2959.14
Other Comprehensive Income
Items that will not be reclassified to Profit & Loss (169.11) 8.87
Tax 36.33 -
Tax Credit Entitlement (37.03) -
Other Comprehensive Income for the Year (Net of Tax) (IV) (169.81) 8.87
Total Comprehensive Income for the Year (III+IV) 2715.12 2968.01
Earning per equity share (Face Value of Rs. 2/- each) 30
(1) Basic 0.64 0.66
(2) Diluted 0.64 0.66
Place : New Delhi
88
Consolidated Cash Flow Statement
(` in Lakhs)
Notes No. 31.03.2019 31.03.2018
A. CASH FLOWS FROM OPERATING ACTIVITIES :
Adjustments for :
Depreciation & Amortisation 2 3990.29 3432.20
(Profit)/Loss on Sale of Fixed Assets 0.06 5.50
Provision for Employee benefit (OCI) (169.11) 8.87
Finance Cost (Net) 25 211.00 435.73
Minority Interest 0.89 (17.95)
Operating Profit before changes in Current Assets and Liabilities 6950.80 6841.43
Changes in Current Assets and Liabilities -
Trade Receivables 7 (1189.64) (2889.93)
Loans, Bank balance other than cash &
Cash equivalent and other Current Assets 3,9,10,11 (2313.36) (1513.26)
Inventories 5 (1731.47) (1222.20)
Current Liabilities 16,17,18,19 55.08 5125.36
Cash generated from operations 1771.41 6341.41
Income Tax (Net) (34.36) -
NET CASH GENERATED FROM OPERATING ACTIVITIES 1737.05 6341.41
B. CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property, Plant & Equipments (850.60) (1032.80)
Purchase/Addition of Intangibles/Goodwill (Net) (333.18) (1655.44)
Proceeds from Sale of Property, Plant & Equipments 1.80 1.58
Sales/(Purchase) of Investments (Net) 6 19.53 (21.78)
Investment in Other Non-Current Assets 3,4 (142.60) 15.56
NET CASH USED IN INVESTING ACTIVITIES (1305.05) (2692.89)
C. CASH FLOWS FROM FINANCING ACTIVITIES:
Finance Cost 25 (211.00) (435.73)
Change in Long Term borrowings (Net) 14 (1161.01) (3442.93)
Proceeds (Repayments) of Short Term Borrowings (Net) 14 898.97 -
Change in Other Non- Current Liabilities & Provisions (Net) 13,15,16 428.94 101.29
NET CASH USED IN FINANCING ACTIVITIES (44.10) (3777.37)
Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 387.90 (128.85)
Cash and Cash Equivalents as at Begining of the Year 571.61 700.47
Cash and Cash Equivalents as at End of the Year 959.51 571.61
Bank Balances other than Cash and Cash Equivalents 2261.71 23.38
Place : New Delhi
89
Consolidated statement of changes in Equity
A. EQUITY SHARE CAPITAL

Balance as at 1st April, 2018 Change in equity share capital Balance as at 31st March, 2019
during the year
8995.86 - 8995.86
B. OTHER EQUITY
RESERVES & SURPLUS Other items Total
Capital Capital Securities Retained of other Other
Reserve Redemption Premium Earnings comprehensive Equity
Reserve income
Balance as at 1st April, 2018 270.40 7123.33 16740.51 (10486.02) (49.92) 13598.30
Profit for the year - - - 2884.93 - 2884.93
Other comprehensive
income/(loss) for the year - - - - (169.81) (169.81)
Total comprehensive
income/(loss) for the year - - - 2884.93 (169.81) 2715.12
Balance as at 31st March, 2019 270.40 7123.33 16740.51 (7601.09) (219.73) 16313.42

Place : New Delhi
90
1. COMPANY OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES
1.0 Company Overview Rupees, which is the functional currency of the
Morepen Laboratories Limited (“the Company”) is a Company and the currency of the primary economic
Public limited company incorporated and domiciled environment in which the Company operates.
in India and has its listing on the BSE Limited and Basis of measurement
National Stock Exchange of India Limited. The These financial statements are prepared under the
addresses of its registered office and principal place of historical cost convention unless otherwise indicated.
business are disclosed in the introduction to the
annual report. The Company has its manufacturing Operating Cycle
locations situated in the state of Himachal Pradesh Based on the nature of products/activities of the
with trading and other incidental and related activities company and normal time between acquisition of
extending to both domestic and global markets. The assets and their realisation in cash or cash equivalents,
Company is in the business of manufacturing, the company has determined its operating cycle as 12
producing, developing and marketing a wide range of months for the purpose of classification of its assets
Active Pharmaceutical Ingredients (APIs), branded and liabilities as current and non-current.
and generic formulations and also the Home Health
1.2 Use of Estimates and Judgements
products.
The presentation of financial statements in conformity
1.1 Basis for preparation of financial statements
with Ind AS requires the management of the company
These financial statements are prepared in to make estimates, judgements and assumptions.
accordance with the Indian Accounting Standards These estimates, judgements and assumptions affect
(Ind AS) notified under the Companies (Indian the application of accounting policies and the
Accounting Standards) Rules, 2015 as amended by reported balances of assets and liabilities, disclosures
the Companies (Indian Accounting Standards) of contingent assets and liabilities as at the date of
(Amendment) Rules, 2016, the relevant provisions of financial statements and the reported amount of
the Companies Act, 2013 (“the Act'') and guidelines revenues and expenses during the year. Examples of
issued by the Securities and Exchange Board of India such estimates include provisions for doubtful debts,
(SEBI), as applicable. employee benefits, provisions for income taxes,
The consolidated financial statements consist of useful life of depreciable assets and provisions for
financial statements of Morepen Laboratories Ltd. impairments & others.
(parent company) and its three subsidiaries namely Accounting estimates could change from period to
Dr. Morepen Ltd., Total Care Ltd., (Domestic period. Actual results could differ from those
Companies) and Morepen Inc. (Foreign Company). estimates. Appropriate changes in estimates are made
Financial statements of foreign subsidiary have been as management becomes aware of changes in
recasted for the purpose of consolidation. circumstances surrounding the estimates. Changes in
The names of subsidiary companies included in estimates are reflected in the financial statements in
consolidation and parent company's holding therein the period in which changes are made and, if
are as under- material, their effects are disclosed in the notes to
financial statements.
Subsidiary Company Country of Percentage of
Incorporation Holding (%) 1.3 Property, Plant and Equipment (PPE)
Morepen Inc. U.S.A. 100 The Company has elected to continue with the
carrying value of all its property, plant and equipment
Dr. Morepen Ltd. India 100 as recognized in the financial statements as at the date
Total Care Ltd. India 95* of transition to Ind AS, measured as per the previous
*(Held by Dr. Morepen Limited) GAAP and use that as the deemed cost as at the
transition date pursuant to the exemption under Ind
The financial statements are authorized for issue by AS 101.
the Board of Directors of the Company at their
th a) Free hold land is carried at cost. All other items of
meeting held on 4 May, 2019.
Property, plant and equipment are stated at cost,
Functional and Presentation Currency less accumulated depreciation. The initial cost of
The financial statements are presented in Indian PPE comprises its purchase price, including
91
import duties and non-refundable purchase for on a prospective basis.
taxes, and any directly attributable costs of 1.5 Depreciation
bringing an asset to working condition and
location for its intended use, including relevant Depreciation is the systematic allocation of the
borrowing costs and any expected significant depreciable amount of PPE over its useful life and is
costs of decommissioning, less accumulated provided on a straight-line basis over the useful lives
depreciation and accumulated impairment as prescribed in Schedule II to the Act or as per
losses, if any. Expenditure incurred after the PPE technical assessment.
have been put into operation, such as repairs and a) Depreciation on fixed assets is provided on
maintenance, are charged to the Statement of straight-line method at the rates prescribed by the
Profit and Loss in the period in which the costs are schedule II of the Companies Act, 2013 and in the
incurred. manner as prescribed by it except assets costing
b) Advances paid towards the acquisition of less than Rs. 5000/- on which depreciation is
property, plant and equipment outstanding at charged in full during the year.
each balance sheet date is classified as capital b) Intangible assets are amortized over their
advances under other non-current assets. respective individual estimated useful life on
c) Capital work-in-progress in respect of assets straight line basis, commencing from the date the
which are not ready for their intended use are asset is available to the company for its use. The
carried at cost, comprising of direct costs, related estimated useful life of an identifiable intangible
incidental expenses and attributable interest. asset is based on a number of factors including the
effects of obsolescence, etc. The amortization
d) The cost and related accumulated depreciation method and useful lives are reviewed periodically
are eliminated from the financial statements upon at end of each financial year.
sale or retirement of the asset and the resultant
gains or losses are recognized in the statement of 1.6 Valuation of inventories
profit and loss. Assets to be disposed off are Stocks of raw materials and other ingredients have
reported at the lower of the carrying value or the been valued on First in First Out (FIFO) basis, at cost or
fair value less cost to sell. net realizable value whichever is less, finished goods
1.4 Intangible Assets and Amortisation and stock-in-trade have been valued at lower of cost
and net realizable value, work-in-progress is valued at
Internally generated Intangible Assets - Research and raw material cost up to the stage of completion, as
Development expenditure certified by the management on technical basis.
Expenditure pertaining to research is expensed as Goods in transit are carried at cost.
incurred. Expenditure incurred on development is 1.7 Foreign Currency Transactions / Translations
capitalised if such expenditure leads to creation of an
asset and/or benefits are expected over more than one i) Transactions denominated in foreign currency
period, otherwise such expenditure is charged to the are recorded at exchange rates prevailing at the
Statement of Profit and Loss. date of transaction or at rates that closely
approximate the rate at the date of the
Expenditure providing benefits for more than one transaction.
period is amortised proportionately over the periods
during which benefits are expected to occur. ii) Monetary assets and liabilities denominated in
foreign currencies at the reporting date are
Intangible Assets acquired separately translated into the functional currency at the
Intangible assets with finite useful lives that are exchange rate at the reporting date. Non-
acquired separately are carried at cost less monetary assets and liabilities that are measured
accumulated amortisation and accumulated based on historical cost in a foreign currency are
impairment, if any. The Company determines the translated at the exchange rate at the date of the
amortisation period as the period over which the transaction.
future economic benefits will flow to the Company iii) Exchange differences on monetary items are
after taking into account all relevant facts and recognised in the Statement of Profit and Loss in
circumstances. The estimated useful life and the period in which they arise except for
amortisation method are reviewed periodically, with exchange differences on foreign currency
the effect of any changes in estimate being accounted
92
borrowings relating to assets under construction i) Initial Recognition and measurement
for future productive use, which are included in On initial recognition, all the financial assets and
the cost of those assets when they are regarded as liabilities are recognized at its fair value plus or
an adjustment to interest costs on those foreign minus transaction costs that are directly
currency borrowings. attributable to the acquisition or issue of the
iv) Foreign exchange differences recorded as an financial asset or financial liability except
adjustment to borrowing costs are presented in financial asset or financial liability measured at
the statement of profit and loss, as a part of fair value through profit or loss (“FVTPL”).
finance cost. All other foreign exchange gains and Transaction costs of financial assets and liabilities
losses are presented in the statement of profit and carried at fair value through the Profit and Loss are
loss on net basis. immediately recognized in the Statement of Profit
v) In case of long term monetary items outstanding and Loss.
as at the end of year, exchange differences arising ii) Subsequent measurement
on settlement / restatement thereof are capitalised a) Financial assets carried at amortised cost
as part of the depreciable fixed assets to which the
monetary item relates and depreciated over the A financial asset is subsequently measured
remaining useful life of such assets. If such at amortised cost if it is held within a
monetary items do not relate to acquisition of business model whose objective is to hold
depreciable fixed assets, the exchange difference the asset in order to collect contractual cash
is amortised over the maturity period / up to the flows and the contractual terms of the
date of settlement of such monetary items, financial asset give rise on specified dates to
whichever is earlier, and charged to the cash flows that are solely payments of
Statement of Profit and Loss. principal and interest on the principal
amount outstanding.
1.8 Dividends
b) Financial assets at fair value through other
Final dividends on shares are recorded as a liability on comprehensive income (FVTOCI)
the date of approval by the shareholders and interim
dividends are recorded as a liability on the date of A financial asset is subsequently measured
declaration by the company's Board of Directors. at fair value through other comprehensive
income if it is held within a business model
1.9 Leases whose objective is achieved by both
Leases under which the company assumes collecting contractual cash flows and selling
substantially all the risks and rewards of ownership financial assets and the contractual terms of
are classified as finance leases. When acquired, such the financial asset give rise on specified
assets are capitalized at fair value or present value of dates to cash flows that are solely payments
minimum lease payments at the inception of lease, of principal and interest on the principal
whichever is lower. Lease under which the risks and amount outstanding.
rewards incidental to ownership are not transferred to c) Financial assets at fair value through profit
lessee, is classified as operating lease. Lease payments or loss (FVTPL)
under operating leases are recognized as an expense
on a straight line basis in net profit in the statement of A financial asset is measured at fair value
profit and loss over the lease term. through profit and loss unless it is measured
at amortized cost or at fair value through
2.0 Financial Instruments other comprehensive income.
A financial instrument is any contract that gives rise to d) Investments in subsidiaries, joint ventures
a financial asset of one entity and a financial liability and associates
or equity instrument of another entity.
The Company has adopted to measure
Financial assets and financial liabilities are recognised investments in subsidiaries, joint ventures
when a Company becomes a party to the contractual and associates at cost in accordance with
provisions of the instruments. Ind AS 27 and carrying amount as per
93
previous GAAP at the date of transition has 2.1 Impairment of Assets
been considered as deemed cost in i) Financial Assets
accordance with Ind AS 101.
In accordance with Ind AS 109, the company
e) Financial liabilities recognizes loss allowances using the expected
Financial liabilities are classified as either credit loss (ECL) model for the financial assets
financial liabilities at FVTPL or 'other which are not fair valued through profit or loss.
financial liabilities'. Loss allowance for trade receivables with no
Financial liabilities at FVTPL significant financing component is measured at
Financial liabilities are classified as at FVTPL an amount equal to lifetime ECL. For all other
when the financial liability is held for financial assets, expected credit losses are
trading or are designated upon initial measured at an amount equal to the 12-month
recognition as FVTPL. Gains or Losses on ECL, unless there has been a significant increase
liabilities held for trading are recognised in in credit risk from initial recognition in which
the Statement of Profit and Loss. case those are measured at lifetime ECL. The
amount of expected credit losses (or reversal) that
Other Financial liabilities is required to adjust the loss allowance at the
Other financial liabilities (including reporting date to the amount that is required to be
borrowings and trade and other payables) recognised is recognized as an impairment gain
are subsequently measured at amortised or loss in statement of profit or loss.
cost using the effective interest method. ii) Non-Financial Assets
For trade and other payables maturing The carrying amounts of the Company's tangible
within one year from the balance sheet date, and intangible assets are reviewed at each
the carrying amounts approximate fair value reporting date to determine whether there is any
due to the short maturity of these indication of impairment. If any such indication
instruments. exists, then the asset's recoverable amount is
iii) Derecognition of financial instruments estimated in order to determine the extent of the
impairment loss, if any.
A financial asset is derecognized when the
contractual rights to the cash flows from the The impairment loss is recognised as an expense
financial asset expire or it transfers the financial in the Statement of Profit and Loss, unless the
asset and the transfer qualifies for derecognition asset is carried at revalued amount, in which case
under Ind AS 109. A financial liability is any impairment loss of the revalued asset is
derecognized when the obligation specified in treated as a revaluation decrease to the extent a
the contract is discharged or cancelled or expired. revaluation reserve is available for that asset.
iv) Fair value measurement of financial instruments The recoverable amount is the greater of the net
selling price and their value in use. Value in use is
The fair value of financial instruments is
arrived at by discounting the future cash flows to
determined using the valuation techniques that
their present value based on an appropriate
are appropriate in the circumstances and for
discount factor.
which sufficient data are available to measure fair
value, maximising the use of relevant observable When there is indication that an impairment loss
inputs and minimising the use of unobservable recognised for an asset (other than a revalued
inputs. asset) in earlier accounting periods no longer
exists or may have decreased, such reversal of
Based on the three level fair value hierarchy, the
impairment loss is recognised in the Statement of
methods used to determine the fair value of
Profit and Loss, to the extent the amount was
financial assets and liabilities include quoted
previously charged to the Statement of Profit and
market price, discounted cash flow analysis and
Loss. In case of revalued assets, such reversal is
valuation certified by the external valuer.
not recognised.
In case of financial instruments where the
2.2 Revenue Recognition
carrying amount approximates fair value due to
the short maturity of those instruments, carrying Revenue is recognized to the extent that it is probable
amount is considered as fair value. that the economic benefits will flow to the Company
94
and the amount can be reliably measured. accounting nor taxable profit or loss at the time of the
a) Revenue is recognised at the fair value of the transaction. Deferred tax assets and liabilities are
consideration received or receivable. The reviewed at each reporting date and are reduced to
amount disclosed as revenue is net of returns, the extent that it is no longer probable that the related
trade discounts, Goods and Services Tax (GST). tax benefit will be realized.
Provisions for rebates, discount and return are Deferred income tax assets and liabilities are
estimated and provided for in the year of sales and measured using tax rates and tax laws that have been
recorded as reduction of revenue. enacted or substantively enacted by the balance sheet
date and are expected to apply to taxable income in
b) Dividend income is accounted for when the right the years in which those temporary differences are
to receive the income is established. expected to be recovered or settled. The effect of
2.3 Interest changes in tax rates on deferred income tax assets and
liabilities is recognized as income or expense in the
Interest income from a financial asset is recognized
period that includes the enactment or the substantive
when it is probable that the economic benefits will
enactment date. A deferred income tax asset is
flow to the company and the amount of income can
recognized to the extent that it is probable that future
be measured reliably.
taxable profit will be available against which the
Income from interest is recognized using the effective deductible temporary differences and tax losses can
interest rate (EIR). EIR is the rate that exactly discounts be utilized.
the estimated future cash payments or receipts over
Minimum Alternate Tax credit is recognised as
the expected life of the financial instrument or a
deferred tax asset only when and to the extent there is
shorter period, where appropriate, to the gross
convincing evidence that the Company will pay
carrying amount of the financial asset. When
normal income tax during the specified period. Such
calculating the effective interest rate, the Company
asset is reviewed at each Balance Sheet date and the
estimates the expected cash flows by considering all
carrying amount of the MAT credit asset is written
the contractual terms of the financial instrument but
down to the extent there is no longer a convincing
does not consider the expected credit losses.
evidence to the effect that the Company will pay
2.4 Income Taxes normal income tax during the specified period.
Income tax expense comprises current tax and 2.5 Borrowing Costs
deferred tax. Income tax expense is recognized in net
Borrowing costs that are directly attributable to the
profit in the statement of profit and loss except to the
acquisition, construction or production of a qualifying
extent that it relates to items recognized directly in
asset are capitalized as part of the cost of the asset.
equity or other comprehensive income, in which case
Other borrowing costs are recognized as an expense
it is also recognized in equity or other comprehensive
in the period in which they are incurred. Borrowing
income respectively.
costs consist of interest and other costs that an entity
Current income tax for current and prior periods is incurs in connection with the borrowing of funds.
recognized at the amount expected to be paid to or Borrowing cost also includes exchange differences to
recovered from the tax authorities, using the tax rates the extent regarded as an adjustment to the borrowing
and tax laws that have been enacted or substantively costs.
enacted by the balance sheet date. The Company
2.6 Provisions, contingent liabilities and contingent
offsets current tax assets and current tax liabilities,
assets
where it has a legally enforceable right to set off the
recognized amounts and where it intends either to Provisions are recognised when the Company has a
settle on a net basis, or to realize the asset and settle present obligation (legal or constructive) as a result of
the liability simultaneously. a past event and it is probable that an outflow of
resources, that can be reliably estimated, will be
Deferred income tax assets and liabilities are
required to settle such an obligation.
recognized for all temporary differences arising
between the tax base of assets and liabilities and their If the effect of the time value of money is material,
carrying amounts in the financial statements except provisions are determined by discounting the
when the deferred income tax arises from the initial expected future cash flows to net present value using
recognition of an asset or liability in a transaction that an appropriate pre-tax discount rate that reflects
is not a business combination and affects neither current market assessments of the time value of
95
money and, where appropriate, the risks specific to ii) Post – employment benefits
the liability. Unwinding of the discount is recognised Defined contribution plans –
in the Statement of Profit and Loss as a finance cost.
Provisions are reviewed at each reporting date and are Retirement benefits in the form of provident fund
adjusted to reflect the current best estimate. is a defined contribution scheme. The company
has no obligation, other than the contribution
A present obligation that arises from past events where payable to the provident fund. Payments to
it is either not probable that an outflow of resources defined contribution plans are recognised as an
will be required to settle or a reliable estimate of the expense when employees have rendered service
amount cannot be made, is disclosed as a contingent entitling them to the contributions.
liability. Contingent liabilities are also disclosed when
there is a possible obligation arising from past events, Defined benefit plans –
the existence of which will be confirmed only by the Gratuity
occurrence or non -occurrence of one or more
The company has an obligation towards gratuity,
uncertain future events not wholly within the control
a defined benefit retirement plan covering
of the Company.
eligible employees. The Gratuity payment plan
Claims against the Company where the possibility of provides for a lump sum payment to the vested
any outflow of resources in settlement is remote, are employees at retirement, death, incapacitation
not disclosed as contingent liabilities. while in employment or on termination of
Contingent assets are not recognised in financial employment of an amount based on the
statements since this may result in the recognition of respective employee's salary and tenure of
income that may never be realised. However, when employment. Vesting occurs upon completion of
the realisation of income is virtually certain, then the five years of service.
related asset is not a contingent asset and is Liabilities with regard to the Gratuity Plan are
recognised. determined by actuarial valuation, performed by
2.7 Earning per share an independent actuary, at each balance sheet
date using the projected unit credit method. Re-
Basic earning per share is calculated by dividing the measurements comprising of actuarial gains and
net profit or loss for the year attributable to the equity losses, are recognised in other comprehensive
shareholders (after deducting preference dividends income which are not reclassified to profit or loss
and attributable taxes) by the weighted average in the subsequent periods.
number of equity shares outstanding during the year.
iii) Long – term employee benefits
For the purpose of calculating the diluted earnings per
share, the net profit or loss for the period attributable Leave Encashment
to equity shareholders and the weighted average The liability of accumulating compensated
number of shares outstanding during the period are absences is determined by actuarial valuation
adjusted for the effects of all dilutive potential equity performed by an independent actuary at each
shares. The dilutive potential equity shares are balance sheet date using projected unit credit
deemed converted as at beginning of the period, method.
unless they have been issued at a later date.
2.9 Segment Reporting
2.8 Employee Retirement benefits
The company operates in one reportable business
i) Short term employee benefits segment i.e. “Pharmaceuticals”.
All employee benefits payable/available within 3.0 Cash and cash equivalents
twelve months of rendering the service are
Cash and cash equivalents in the Balance Sheet
classified as short term employee benefits.
comprise cash at bank and in hand and short-term
Benefits such as salaries, wages and bonus etc.,
deposits with banks that are readily convertible into
are recognised in the statement of profit and loss
cash which are subject to insignificant risk of changes
in the period in which the employee renders the
in value and are held for the purpose of meeting short-
related service.
term cash commitments.
96
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2019
2. I) PROPERTY, PLANT AND EQUIPMENT
TANGIBLE ASSETS
(` in Lakhs)
GROSS BLOCK DEPRECIATION/AMORTIZATION CARRYING VALUE
PARTICULARS As at Additions (Disposals)/ As at As at For the Deductions/ As at As at As at
01.04.2018 Adjustments 31.03.2019 01.04.2018 year Adjustments 31.03.2019 31.03.2019 31.03.2018
Land 158.22 - - 158.22 - - - - 158.22 158.22
Buildings 7385.67 64.06 - 7449.73 3296.62 178.83 - 3475.45 3974.28 4089.05
Plant & Machinery 78861.76 710.56 (12150.61)* 67421.71 66569.99 3039.19 (12150.61) 57458.57 9963.14 12291.77
Furnitures & Fixtures 332.84 29.20 - 362.04 267.20 8.95 - 276.15 85.89 65.64
Vehicles 828.21 2.92 (17.32) 813.81 279.63 86.53 (15.46) 350.70 463.11 548.58
Office Equipments 273.55 43.86 - 317.41 187.14 38.20 - 225.34 92.07 86.41
Total 87840.25 850.60 (12167.93) 76522.92 70600.58 3351.70 (12166.07) 61786.21 14736.71 17239.67
Previous Year 92431.05 1032.84 (5623.64) 87840.25 73089.63 3127.46 (5616.51) 70600.58 17239.67
II) GOODWILL
Goodwill 7450.22 - - 7450.22 1.68 0.56 - 2.24 7447.98 7448.54
Total 7450.22 - - 7450.22 1.68 0.56 - 2.24 7447.98 7448.54
97
Previous Year 7797.20 - (346.98) 7450.22 1.12 0.56 - 1.68 7448.54
III) OTHER INTANGIBLE ASSETS
Computer Software 196.86 1.80 - 198.66 122.02 27.08 - 149.10 49.56 74.84
Customer
Acquisition Cost 1585.09 331.38 - 1916.47 270.40 592.66 - 863.06 1053.41 1314.69
Patents & Trade
Marks 2687.73 - - 2687.73 2336.19 18.26 - 2354.45 333.28 351.54
Total 4469.68 333.18 - 4802.86 2728.61 638.00 - 3366.61 1436.25 1741.07
Previous Year 2467.26 2002.42 - 4469.68 2424.43 304.18 - 2728.61 1741.07
GRAND TOTAL
Current year 99760.15 1183.78 (12167.93) 88776.00 73330.87 3990.29 (12166.07) 65155.06 23620.94 26429.28
Previous Year 102695.51 3035.26 (5970.62) 99760.15 75515.18 3432.20 (5616.51) 73330.87 26429.28
Note -
a) 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.
b) Freehold land includes land having gross value of Rs. 14.94 Lakhs sold in earlier years and advance received against sale revenue on this transaction is not
recognised in the books as some obligations are still pending to be completed.
c) Customer Acquisition Cost represents amount spent for the expansion of product market and increase in customer reach.
d) * Old machinery no longer in use, depreciated and written off during the year.
3. LOANS (` in Lakhs)
Secured
(Unsecured, considred good)
Financial Assets at amortised cost - - - -
Loans to Employees 39.11 46.31 4.14 2.05
39.11 46.31 4.14 2.05
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
4. OTHER NON CURRENT ASSETS
Unsecured
Capital Advances* 7143.00 7203.50
Prepaid (Deffered)Expenses for Employee Benefit 2.57 1.16
Due from Income Tax Department 551.90 368.86
7945.82 7805.31
Includes-*
` 7124.19 Lakhs (Previous year ` 7184.69 Lakhs)
advanced for the acquisition/new business
opportunity and buyout of new brands. The company
expects to complete the transaction in a year's time.
5. INVENTORIES
Raw Materials 3747.92 4005.01
Stock -in-trade 1467.55 1329.24
Goods in transit 2.83 2.05
9420.16 7688.69
The inventory of stocks, stores and spares has been taken,
valued and certified by the management.
6. INVESTMENTS (NON-CURRENT)
Other Investments (At Cost)
Investment in Mutual Funds
98
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
Nil (Previous Year : 21000 Units) of ` 100/- each of

ICICI Prudential Saving Fund-Daily Dividend - 21.68
Nil (Previous Year 100 Units ) of ` 100/- each of
ICICI Prudential Money Market Fund-Daily Dividend - 0.10
37 Units (Previous Year : Nil) of Aditya Birla Sun Life Equity Fund 0.25 -
120 Units (Previous Year : Nil) of
Aditya Birla Sun Life Frontline Equity Fund 0.25 -
640 Units (Previous Year : Nil) of ICICI Prudential Bluechip Fund 0.25 -
758 Units (Previous Year : Nil) of Kotak Standard Multicap Fund 0.25 -
134 Units (Previous Year : Nil) of Franklin India Prima Fund 1.25 -
2.25 21.78
Market Value of Quoted Investments 2.39 21.78
7. TRADE RECEIVABLES
Unsecured -
Considered good 13374.69 12185.05
Considered doubtful 130.26 146.46
Less: Allowance for bad & doubtful debts (130.26) (146.46)
13374.69 12185.05
8. CASH AND CASH EQUIVALENTS
Balances with banks
Current Accounts 948.47 558.95
Cash in hand 11.04 12.66
959.51 571.61
9. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
Earmarked balances with banks
Margin Money & Security against Overdraft, Bills discounting
and LC facilities (Refer Note No. 14) 2229.06 11.82
2261.71 23.38
10. OTHER FINANCIAL ASSETS
Interest accrued but not due 26.31 10.10
26.31 10.10
99
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
11. OTHER CURRENT ASSETS

Unsecured considered good, unless otherwise stated
Advances with Suppliers & Others 1766.99 1690.79
Balance with Government Authorities 1178.34 1442.43
Prepaid (Deffered)Expenses for Employee Benefit - -
Advance Income Tax - Tax Deducted at source 0.48 0.45
Export Incentives Receivable 668.63 403.87
Recoverable from Customs - 69.27
Advances to Employees 80.89 88.13
Prepaid Expenses 90.31 78.14
3863.10 3797.08
Advances Considered Doubtful 163.60 159.56
Less : Provision for doubtful advances (163.60) (159.56)
3863.10 3797.08
12. SHARE CAPITAL
A. Equity Share Capital
Authorised
Issued and Subscribed
Paid up
Reconcilation of the numbers and amount of Equity shares -

For the year ended As at March 31, 2019 As at March 31, 2018
Less : Shares bought back
100
B. Shareholders holding more than 5% shares -
Equity Shares
Name of Shareholder As at March 31, 2019 As at March 31, 2018
Pinfold Overseas Ltd. 38530000 8.57 38530000 8.57
C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -
i) The company has equity shares having a par value of ` 2/- each. Every member of the Company holding equity shares
shall be entitled to vote on every resolution placed before the Company and their voting right on poll shall be in
proportion to their share in the paid-up equity share capital of the Company.
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.
D. During last 5 years immediately preeceding the balance sheet date, no Equity 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 during aforesaid period of 5 years.
E. Disclosure about unpaid calls - (` in Lakhs)
Unpaid Calls 31.03.2019 31.03.2018
By Directors & Officers - -
By Others 0.66 0.66
F. No shares have been forfeited by the company during the year.
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
13. MINORITY INTEREST
Share Capital 46.66 46.66
Share in Profit/(Loss) (92.97) (92.08)
(46.31) (45.42)
14. BORROWINGS
Long Term
Secured
Term Loans from Banks & Institutions
Restructured Debts - 1053.95 - -
Other Loans 112.50 107.75 182.92 294.73
Preference Shares (Refer note no. 19) 11965.20 11965.20 - -
12077.70 13126.90 182.92 294.73
101
I. Term Loans from Banks & Institutions
Other loans represent vehicle loans, repayble on monthly basis, are secured by way of hypothecation of specific assets
purchased under the hire purchase scheme.
Year of Repayment 2020-21 2021-22 2022-23 Total
Annual Repayment Amount (Rs./Lakhs) 99.89 48.35 34.68 182.92
Annual Rate of Interest (%) 8.17 - 11.00 8.17 - 11.00 8.17 - 11.00
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
II. Current Portion of Long Term Borrowings is appearing under the head Other Financial Liabilities. (Refer Note No. 18)
Short Term
Secured
Bank Overdraft and Bill Discounting facility against term deposit (Refer Note No. 9) 898.87 -
Total 898.87 -
Annual rate of interest chargable on aforesaid facilties ranges up to 8.5%.
15. OTHER FINANCIAL LIABILITIES (NON-CURRENT) 253.65 282.66
Security Deposits from Business Associates & Others 253.65 282.66
16. PROVISIONS
CURRENT NON-CURRENT
Provision for employees' As at 31.03.19 As at 31.03.18 As at 31.03.19 As at 31.03.18
benefits (Unfunded) -
Gratuity 89.76 76.56 1405.23 1088.31
Leave Encashment 31.63 56.77 495.98 354.06
Provision for Income Tax 17.21 - - -
138.60 133.33 1901.21 1442.37
17. TRADE PAYABLES
Total outstanding dues of micro small and medium enterprises 392.75 38.88
Total outstanding dues of creditors other than
micro small and medium enterprises 16422.27 17449.56
16815.02 17488.44
Further, no interest during the year has been paid
or payable under the terms of the MSMED Act, 2006.
18. OTHER FINANCIAL LIABILITIES -CURRENT
Current maturities of Long Term Borrowings (Refer note no. 15) 112.50 1161.70
Preference Shares (Refer note no. 15) 11965.20 11965.20
Interest accrued and due on borrowings - 65.12
Cummulative Dividend on Preference Shares 881.32 831.69
Accrued salaries and benefits 1175.54 896.69
Others 741.25 656.37
14875.81 15576.77
102
Under the previous GAAP, Preference Shares Capital was treated as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind As the same is classified as liability. Dividend
on cumulative preference shares has accordingly shown as part of finance cost.
A. Preference Share Capital
Nos. Amount Nos. Amount
Authorised
Issued , Subscribed & paid up
0.01% Optionally Convertible 9735201 9735.20 9735201 9735.20
11965201 11965.20 11965201 11965.20
Reconcilation of the numbers and amount of Preference shares
Nos. Amount Nos. Amount
Less : Shares bought back
Total Equity (`/Lakhs) 20961.06 20961.06
B. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -
a) i) The company has preference shares of ` 100/- each. Every member of the Company holding preference shares shall
be entitled to vote on resolutions placed before the Company which directly affect the rights attached to their shares
and any resolution for winding up of the Company or for repayment or reduction of capital and their voting right on
poll shall be in proportion to their share in the paid-up preference share capital of the Company. However, where
the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class
of preference shareholders shall have a right to vote on all resolutions placed before the Company and the
proportion of voting rights of equity shareholders to the voting rights of preference shareholders shall be in
proportion to their paid up capital.
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.
b) i) All 9735201, 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 unavailability of surplus.
103
ii) Out of 1730000, 0.01% Cumulative Reedemable Preference Shares, preference shares comprising of 200000
Shares amounting to ` 200.00 Lakhs were due for redemption in financial year ending 31.03.2012, whereas 50% of
st
1530000 Shares amounting to ` 765.00 Lakhs were due for redemption in the financial year ending 31 March,
st
2017 and balance 50% had fallen due for redemption in the financial year ending 31 March, 2018.
iii) 500000, 9.75% Cumulative redeemable Preference shares amounting to `500.00 Lakhs 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 dividend
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, already due for redemption, on account
unavailability of distributable profits in terms of Section 55(2)(a) and Section 123 of Companies Act, 2013.
Preference Shares
a) 9735201, 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
b) 1730000, 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) 500000, 9.75% Cumulative Redeemable Shares -

Jammu and Kashmir Bank Ltd. 500000 100 500000 100
104
(` in Lakhs)
As at As at
31.03.2019 31.03.2018
19. OTHER CURRENT LIABILITIES

Advance Received from Customers 239.89 271.13
Direct Taxes 302.23 65.77
Indirect Taxes 211.47 41.70
Advance against sale of Fixed Assets* 435.00 435.00
1188.59 813.60
* Advance against sale of Fixed Assets
Advance against the sale of fixed assets represents amount received for the sale of land apperaing in Note no. 2 (b) of notes on
financial statements under the head Fixed Assets.
20. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)
a) Contingent Liabilties
Claim against the Company not acknowledged as debts 218.33 844.50
Other money for which company is contingently liable 901.50 1740.00
Fixed Deposits (Refer Note No. 33(d)) - -
1152.48 2607.19
b) Commitments - -
1152.48 2607.19
(` in Lakhs)
31.03.2019 31.03.2018
21. REVENUE FROM OPERATIONS

Sale of Products
Domestic 45924.98 41408.98
Exports 29696.46 18366.31
75621.44 59775.29
Other Operating Revenues
Export Incentives 1093.59 777.32
Others 138.81 98.30
1232.40 875.62
76853.84 60650.91
22. OTHER INCOME
Interest Income 82.23 12.05
Others 284.95 360.22
367.18 372.27
105
(` in Lakhs)
31.03.2019 31.03.2018
23. COST OF MATERIALS CONSUMED

Raw Materials 32570.03 21323.68
Packing Materials 1738.06 728.97
34308.09 22052.65
24. EMPLOYEE BENEFITS EXPENSE
Salaries and Wages 8515.20 6798.40
Contribution to provident fund/ ESI 331.50 301.14
Gratuity and Leave Encashment Expenses 362.65 236.76
Staff Welfare 327.12 317.07
9536.47 7653.37
25. FINANCE COST
Interest expense 161.37 386.98
Dividends on Cumulative Preference Shares (refer Note No. 19) 49.63 48.75
211.00 435.73
26. OTHER EXPENSES
Consumption of Stores and spare parts 236.29 112.65
Power and Fuel 1318.15 1108.29
Rent 417.03 414.07
Repairs to buildings 179.37 120.62
Repairs to machinery 437.95 305.57
General Repairs 93.71 101.16
Insurance 58.88 56.31
Research & Development 95.86 50.42
Quality Control & Testing Charges 440.96 303.22
Rates and taxes excluding taxes on income 141.34 138.21
Legal and Professional Expenses 1470.20 898.06
Travelling Expenses 1432.73 1244.29
Miscellaneous Expenses 1320.12 1811.13
Selling and Distribution Expenses 3273.22 3003.68
10915.81 9667.69
27. PRIOR PERIOD ITEMS
Expenses include `42.03 Lakhs (Previous Year ` 14.73 Lakhs) as expenses (net) relating to earlier years.
106
28. SEGMENT REPORTING
In accordance with Ind AS-108, "Operating Segment " 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-
Geographical Segment Sales Revenue (`/Lakhs)
2018-19 2017-18
USA 4279.75 3921.38
Rest of World 25416.71 14444.93
India 45924.98 41408.98
Total 75621.44 59775.29
29. RELATED PARTY DISCLOSURES
Disclosure as required by Indian Accounting Standard “Related Party Disclosures” (Ind AS 24) issued by the Institute of
Chartered Accountants of India are as under:
Related Parties
1. Key Management Personnel Morepen Laboratories Limited -
Mr. Sushil Suri, Chairman & Managing Director,
Dr. A.K. Sinha, Whole time Director
Mr. Ajay Sharma, Chief Financial Officer
Mr. Vipul Srivastava, Company Secretary from November 2018
Mr. Thomas P. Joshua, Company Secretary upto September 2018
Dr. Morepen Limited -
Mr. Sanjay Suri, MD
Mr. Ajay Sharma, Director & Chief Financial Officer
Mr. Deepak Das, Company Secretary
2. Entities over which key management personnel/ Park Hyatt Goa Resort and Spa (a unit of Blue Coast Hotels Ltd.)
or Relatives of key management personnel are
able to exercise significant influence with which Edit 25 Lifestyle Private Limited
the company has any transactions during the year
3. Relatives of Key Management personnnels with Mr. Varun Suri, Mr. Anubhav Suri, Mr. Kushal Suri, Mrs. Sunita
whom the company has any transaction during Suri, Mrs. Mamta Suri, Mrs. Shalu Suri, Mrs. Sakshi Suri, Mrs.
the year Suhina Suri, Mrs. Bavleen Suri, Mr. Rajas Suri, Mrs. Amita Sharma
Transactions with related parties -
Particulars Nature of transaction (` in Lakhs)
1. Key Management Personnel Remunertion 378.02
Payable Balance as on 31.03.19 54.97
(Maximum amount outstanding ` 75.14 Lakhs)
2. Entities over which key management Balance Payable as on 31.03.19 Nil
personnel/ or Relatives of key management (Maximum amount outstanding - `158.46 Lakhs)
personnel are able to exercise significant Receipt of services 34.48
influence with which the company has any Balance Payable as on 31.03.19 4.07
transactions during the year (Maximum amount outstanding - ` 13.30 Lakhs)
3. Relatives of key Management personnnels Remuneration 424.96
with whom the company has any Payable Balance as on 31.03.19 137.13
transaction during the year (Maximum amount outstanding - ` 149.39 Lakhs)
107
30. EARNING PER SHARE (EPS)
Particulars 31.03.2019 31.03.2018
Profit/ (Loss) after Tax (` in Lacs) 2884.93 2959.14
Weighted average number of equity shares outstanding 449826203 449826203
Earnings/(loss) per share in rupees (face value ` 2/- per share) 0.64 0.66
31. IMPAIRMENT
It is the view of management that there are no impairment conditions that exist as on 31st March, 2019. Hence, no provision is
required in the accounts for the year under review.
32. TAXES
As required by Indian Accounting Standard “Income - taxes" i.e. (Ind-AS 12) issued by the Institute of Chartered Accountants of
India, deferred tax asset on accumulated losses, is not recognized as a matter of prudence. Current year income tax is provided
as per the provisionss of Income Tax Act, 1961.
33. OTHERS SIGNIFICANT DISCLOSURES
a) In the opinion of directors, all assets 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) 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.
c) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion
of assessments.
d) During the financial year ended 31st March, 2010, pursuant to a Scheme of Arrangement & Compromise under Section 391
of the Companies Act, 1956 approved by the Hon’ble High Court of Himachal Pradesh vide its Order dated 4th August,
2009 the Company allotted 9,24,90,413 Equity Shares to the fixed deposit holders in settlement of their dues. On an
appeal filed against the said Order by the Central Government, the Hon’ble Division Bench of the Hon’ble High Court of
Himachal Pradesh remanded the matter back to single judge for considering the representation of central government and
deciding the matter afresh. The matter was later transferred to Hon’ble National Company Law Tribunal (NCLT),
Chandigarh. The Hon’ble NCLT vide its judgment dated 12th March, 2018 dismissed the Company's petition seeking
approval of the Scheme of arrangement with the Fixed Deposit holders. However, Hon’ble NCLT further stated that the
order will not affect the allotment of the shares to the FD holders who have traded the shares to the third parties or
transferred the allotted shares. It directed the company that it shall pay the outstanding amount as per the scheme approved
by the Company Law Board (CLB) to the original FD holders (except to those who have since traded/transferred the shares
allotted to them). The Company had filed an appeal before the Hon’ble National Company Law Appellate Tribunal
(NCLAT) at New Delhi against the order dated 12th March, 2018 of the Hon’ble NCLT, Chandigarh. The Hon’ble NCLAT
while issuing notice to the respondents has stayed the operation of the impugned order dated 12th March, 2018. The
Hon’ble National Company Law Appellate Tribunal (NCLAT) after hearing the matter has reserved the order for judgment.
Pending disposal of the company’s appeal before Hon’ble NCLAT, the liability towards deposit holders, if any, is not
ascertained. (Refer Note. No. 20)
e) In view of the amendments in the Companies Act during the year, the payment of remuneration to directors amounting to
Rs. 356.00 Lakhs for the period April 2005 - March 2014, now does not require approval from central government.
f) During the year operations u/s 132 of Income Tax Act, 1961 were carried out by Income Tax Department on the premises
of the company. No incriminating document was found.
g) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.
108
34. Corporate Social Responsibility (CSR)
st
a) During the financial year ended 31 March, 2019, CSR amount required to be spent by the Company as per Section 135 of
the Companies Act, 2013 read with Schedule VII thereof was ` 43.15 Lakh (Previous year ` 26.18 Lakh).
b) During the year the Company has made an expenditure of ` 45.06 Lakh (Previous year ` 31.80 Lakh) related to CSR.
c) Details of CSR expenditure incurred during the year ended 31st March, 2019 is as below :-
(` in Lakhs)
31.03.2019 31.03.2018
CSR activity
- Promotion of Healthcare 32.55 31.80
- Education 12.51 -
Total 45.06 31.80
109
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: investors@morepen.com; Tel No.: +91-01795-276201-03; Fax No.: +91-01795-276204
NOTICE
NOTICE is hereby given that the 34th Annual General Meeting ('AGM') of the members of Morepen Laboratories Limited will be
held on Friday, 13th of September, 2019 at 10.00 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 Statement, including Consolidated Financial Statements, of the Company
for the financial year ended 31st March, 2019 together with the reports of the Directors' and Auditors' thereon.
2. To appoint a Director in place of Mrs. Anju Suri (DIN: 00042033), who retires by rotation at this Annual General Meeting and
being eligible, offers herself for re-appointment.
SPECIAL BUSINESS
3. Increase in remuneration of Mr. Sushil Suri (DIN: 00012028), Chairman & Managing Director of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 196, 197 read with Schedule V and other applicable provisions, if any,
of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the members be and is
hereby accorded to payment of such remuneration to Mr. Sushil Suri (DIN: 00012028), Chairman & Managing Director of the
Company with effect from 1st April, 2019, as set out in the statement annexed to the Notice convening this Meeting with the
liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any Committee of
the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter and vary the said terms
and conditions of appointment and / or remuneration, pursuant to provisions of the Companies Act, 2013 or any statutory
modification(s) or re-enactment thereof;
RESOLVED FURTHER THAT the Board 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."
4. Re-appointment of Dr. Arun Kumar Sinha (DIN: 00450783) as a Whole-Time Director of the Company
"RESOLVED THAT pursuant to the provisions of Section 196, 197 and 203 and other applicable provisions, if any, of the
Companies Act, 2013 ("Act") read with Schedule V and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), approval of
the Company be and is hereby accorded for the re-appointment of Dr. Arun Kumar Sinha (DIN: 00450783) as a Whole-Time
Director (designated as Director - Technical) of the Company, liable to retire by rotation, to hold office for a term of 3 (three)
consecutive years with effect from 1st April, 2019 up-to 31st March, 2022 on the terms and conditions as specified in the statement
pursuant to Section 102 of the Act annexed to this Notice and on the remuneration, which is as follows:
S. No. Particulars Amount (Rs.)

1. Basic Pay Upto ` 2,00,000 per month.
2. Perquisites & Allowances Upto ` 1,50,000 per month.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such
steps as may be necessary, proper or expedient to give effect to this resolution."
110
5. Re-appointment of Mr. Sukhcharan Singh (DIN: 00041987) as an Independent Director of the Company
"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act,
2013 ("Act") and the Rules framed thereunder, read with Schedule IV to the Act (including any statutory modification(s) or re-
enactment thereof, for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, ("SEBI (LODR) Regulations") as in force and subject to other applicable rules,
regulations and guidelines of Securities and Exchange Board of India ("SEBI"), Mr. Sukhcharan Singh (DIN: 00041987), a Non-
Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as
provided in Section 149(6) of the Act and who is eligible for re-appointment, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation, to hold office for an another term of 5 (five) consecutive years with effect
th th
from 19 September, 2019 upto 18 September, 2024.
6. Re-appointment of Mr. Manoj Joshi (DIN: 00036546) as an Independent Director of the Company
regulations and guidelines of Securities and Exchange Board of India ("SEBI"), Mr. Manoj Joshi (DIN: 00036546), a Non-
Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as
provided in Section 149(6) of the Act and who is eligible for re-appointment, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation, to hold office for an another term of 5 (five) consecutive years with effect
from 19th September, 2019 upto 18th September, 2024.
7. Re-appointment of Mr. Bhupender Raj Wadhwa (DIN: 00012096) as an Independent Director of the Company
regulations and guidelines of Securities and Exchange Board of India ("SEBI"), Mr. Bhupender Raj Wadhwa (DIN: 00012096), a
Non-Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for
independence as provided in Section 149(6) of the Act and who is eligible for re-appointment, be and is hereby appointed as an
Independent Director of the Company, not liable to retire by rotation, to hold office for an another term of 5 (five) consecutive
years with effect from 19th September, 2019 upto 18th September, 2024.
8. Maintenance of Register of Members and other Statutory Registers at a place other than Registered Office of the Company
"RESOLVED THAT pursuant to the provisions of Section 94 read with Section 88, Section 92 and other applicable provisions, if
any, of the Companies Act, 2013 and the rules made there under, the consent of the members of the Company be and is hereby
accorded to keep, maintain and preserve Register of Members and Index of Members of the Company and other Statutory
Registers, copies of all annual returns, copies of certificates and documents required to be annexed thereto, at the Corporate
111
Office of Morepen Laboratories Limited ('the Company'), situated at 4th, Floor, Antriksh Bhawan, 22 Kasturba Gandhi Marg,
New Delhi-110001, apart from keeping and maintaining the same at Registered Office of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such
9. Increase in the limits of Loan and Investment under Section 186(3) of the Companies act, 2013
"RESOLVED THAT in supersession of the earlier member's resolution passed , pursuant to the provisions of Section 186(3) and
all other applicable provisions, if any, of the Companies Act, 2013 (the 'Act'), and the Companies (Meetings of Board and its
Powers) Rules, 2014 and other Rules, Regulations, Notifications and Circulars framed thereunder including any statutory
modification or re-enactment thereof for the time being in force, and such other approvals as may be required in that behalf, the
consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as 'the
Board' which term shall be deemed to include any Committee which the Board may have constituted or may hereinafter
constitute to exercise its powers including the powers conferred by this Resolution) to:
• give loans from time to time on such terms and conditions as it may deem expedient to any person or other bodies corporate;
• give on behalf of any person or body corporate, any guarantee, or provide security in connection with a loan made by any
other person or by any body corporate; and
• acquire by way of subscription, purchase or otherwise the securities of any other body corporate,
in excess of the limits prescribed under Section 186 of the Act up to an aggregate sum of ` 5,00,00,00,000 (Rupees Five Hundred
Crores Only) notwithstanding that the aggregate of loans and investments so far made, the amounts for which guarantee or
security so far provided, along with the investments, loans, guarantee or security proposed to be made or given by the Board may
exceed sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free
reserves and securities premium account, whichever is more.
FURTHER RESOLVED THAT the consent of the Company be and is hereby accorded to the Board to invest in the Subsidiaries,
Associates, Related Parties, give loans to them; provide guarantees / security on their behalf, to any person or body corporate,
within the limits, if any, as may be applicable from time to time and on such terms and conditions as may be deemed fit and
expedient.
FURTHER RESOLVED THAT the Board be and is hereby authorised to negotiate the terms and conditions of the above said
investment(s), loan(s), security(ies) or guarantee(s) as they deem fit and in the best interest of the Company and take all such steps
as may be necessary to complete the same.
FURTHER RESOLVED THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its
absolute discretion, deem necessary and with power to settle questions, difficulties or doubts that may arise in this regard
without requiring the Board to secure any further approval of the Members of the Company."
10. Authorization for borrowings under Section 180 (1) (c) of the Companies Act, 2013
"RESOLVED THAT in supersession of the earlier member's resolution passed, pursuant to provisions of Section 180 (1)(c) and
other applicable provisions of the Companies Act, 2013 along with rules made thereunder, Memorandum and Articles of
Association of the Company, the consent of the Company be and is hereby accorded to the Board of Directors of the Company
including any committee thereof for borrowing monies, from time to time, at its discretion either from the Company's bankers or
any other bank(s), financial institutions(s), international lending agencies or any other lending institution(s), persons, firms, trusts
or bodies corporate by way of deposits, advances or other loans, convertible/non-convertible debentures, commercial papers,
bonds or any other debts instruments, whether unsecured or secured directly by mortgage, charge, hypothecation or pledge of
any of the Company's assets and properties, book debts or by collateral security thereon or on such terms and conditions as may
be considered suitable by the Board of Directors, even though the monies to be borrowed together with monies already
borrowed by the company, apart from temporary loans obtained from Company's Bankers in the ordinary course of business,
exceeds the aggregate paid-up capital of the Company and its free reserves i.e., reserves not set apart for any specific purpose
provided, however, that the total amount of such borrowings shall not exceed the amount of ` 12,00,00,00,000/- (Rupees One
Thousand Two Hundred Crores Only) at any time.
112
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds,
matters and things as may be necessary and expedient and also to delegate all or any of the above powers to the committee of
Directors or any other officers of the Company for giving effect to the above resolution."
11. Creation of charge on assets under Section 180 (1) (a) of the Companies Act, 2013
"RESOLVED THAT in supersession of the earlier member's resolution passed, pursuant to the provisions of Section 180(1)(a) and
other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactments thereof)
and rules made thereunder, the consent of the members be and is hereby accorded to the Board of Directors of the Company to
mortgage and /or charge, in addition to the mortgages/charges created/to be created by the Company in such form and manner
and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and/ or
immovable properties of the Company, both present and future and/or the whole or any part of the undertaking(s) of the
Company and together with the power to take over the management of business and concern of the Company in certain events of
default, in favour of the lender(s), agent(s), trustee(s) for securing the borrowing of the Company availed/to be availed by the way
of loan(s) (in foreign currency and/or in rupee currency) and securities (comprising of fully/partly convertible debentures/ non-
convertible debentures and/or commercial papers and/or secured premium notes and/or floating rates notes/ bonds or other
debt instruments), issue/to be issued by the Company, from time to time, in one or more tranches, upto an aggregate limit of `
12,00,00,00,000/- (Rupees One Thousand Two Hundred Crores Only) as approved under Section 180 (1)(c) of the Companies
Act, 2013 together with interest at the respective agreed rates, additional interest in case of default, accumulated interest,
liquidation damages, commitment charges, premia on repayment, remuneration of the agent(s) and/or trustee(s), premium (if
any) on redemption, all other costs, charges and expenses, including any increase as result of devaluation/ revaluation/
fluctuation in the rates of exchange and all other monies payable by the Company in terms of the respective loan agreement(s),
heads of agreement(s), debenture trust deed(s) or any other document entered into/to be entered into between the Company and
the lender(s)/investor(s)/agent(s) and/or trustee(s) in respect of the said loans/ borrowings/any other securities and continuing
such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and
agreed to between the Board of Directors or any committees thereof and the lender(s), agent(s) and/or trustee(s).
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to finalise the documents and
such other agreements for creation of charge as aforesaid any to do all such acts, deeds, matters and things as may be necessary
and expedient for giving effect to the above resolution."
12. Ratification of remuneration of M/s. Vijender Sharma & Co., Cost Accountants, as Cost Auditors of the Company
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 148 and all other applicable provisions 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 and as per the recommendation of the Audit Committee, the Company hereby ratifies the remuneration of
M/s. Vijender Sharma & Co., Cost Accountants, (FRN: 000180), appointed as Cost Auditors of the Company by the Board of
Directors of the Company, to audit the cost records relating to manufacturing of Bulk Drugs and Formulations for the financial
year 2019-2020, at a remuneration of ` 2,00,000/- excluding applicable taxes and out of pocket expenses.
By order of the Board of Directors
Place: New Delhi
Date: 27th July, 2019
CIN: L24231HP1984PLC006028
Sushil Suri
DIN: 00012028
Registered Office:
Near Baddi, Distt. Solan, H.P. - 173205
113
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. 3 & 12 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 ('SEBI (LODR) Regulations'), as amended, of persons seeking appointment/re-appointment as
Director 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 THERE AT 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, 7th September, 2019 to
Friday, 13th September, 2019 (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 of the Company (i.e., 'MAS Services Limited').
8. As per Regulation 40 of SEBI (LODR) Regulations, as amended, securities of listed companies can be transferred only in
dematerialized form with effect from 1st April, 2019, except in case of request received for transmission or transposition of
securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management,
members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members
can contact the Company or Company's Registrars and Transfer Agents, MAS Services Limited for assistance in this regard.
9. 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.
10. At the 32nd AGM held on 22nd September, 2017 the members approved appointment of M/s. Satinder Goyal & Co., Chartered
Accountants (FRN: 027334N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of
that AGM till the conclusion of the 37th AGM, subject to ratification of their appointment by Members at every AGM, if so
required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at
every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no
resolution is being proposed for ratification of appointment of Statutory Auditors at the 34th AGM.
11. Pursuant to Section 110(1)(a) read with Secretarial Standards 2 of ICSI, resolutions proposed in item no. 09 and 11 shall be
passed through postal ballot. However, the Companies (Amendment) Act, 2017, w.e.f., 08th February, 2018, business required
to be transacted by means of postal ballot under clause 110(1)(a), may be transacted at a general meeting by the company which
is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that
section. The Company is providing e-voting facilities to the members, therefore, resolution as set out in item no. 09 and 11 are
proposed for approval of members in 34th Annual General Meeting.
12. 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.
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13. The Notice of the 34th AGM along with the Annual Report 2018-19 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.
14. Members may also note that the Notice of 34th AGM and the Annual Report for financial year 2018-19 will be available on
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 investors@morepen.com.
15. 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.
16. Route Map showing directions to reach the venue of 34th AGM is given at the end of this Notice.
17. 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 members
the facility to exercise their right to vote, on all the resolutions set forth in the Notice of 34th AGM of the Company, by electronic
means through the remote e-voting services provided by National Securities Depository Limited (NSDL).
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, 6th September, 2019 (end of day), including those preference shareholders whose dividends have
remained unpaid for more than two years, 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 shall commence at 9.00 a.m. on Monday, 9th September, 2019 and shall end at 5.00 p.m. on
Thursday, 12th September, 2019.
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 National Securities Depository Limited (NSDL) 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 NSDL:
i) Open the PDF file 'Morepen remote e-Voting.pdf' attached to the email, using your Client Id/ Folio No. as password.
The PDF file contains your User Id and Password for remote e-voting. Please note that the password provided in PDF file
is 'Initial Password'.
ii) Launch internet browser and open https://www.evoting.nsdl.com/.
iii) Click on Shareholder - Login.
iv) If you are already registered with NSDL for remote e-voting, then you can use your existing User Id and Password/PIN
for casting your vote.
v) If you are logging in for the first time, please enter the 'User Id' and 'Initial Password' as noted in step (i) above and click
on 'Login'.
vi) Password change menu will appear. Change the 'Initial Password' with a new Password of your choice with minimum 8
digits/characters or combination thereof. Note the new Password. It is strongly recommended not to share your
password with any other person and take utmost care to keep your password confidential.
vii) Home page of remote e-voting will open. Click on remote e-voting: Active Voting Cycles.
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viii) Select 'EVEN' of 'MOREPEN LABORATORIES LIMITED'.
ix) Now you are ready for remote e-voting as 'Cast Vote' page opens.
x) Cast your vote by selecting appropriate option and click on 'Submit'. Click on 'Confirm' when prompted.
xi) Upon confirmation, the message 'Vote cast successfully' will be displayed.
xii) Once you have confirmed your vote on the resolution, you cannot modify your vote.
xiii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/Authority letter, etc. together with attested specimen signature of the duly
authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to investors@morepen.com with
a copy marked to evoting@nsdl.co.in.
(b) In case of members receiving physical copy of the Notice of AGM and Attendance Slip:
i) Initial Password is provided as follows along with Attendance Slip:
EVEN USER ID PASSWORD/PIN NO. OF SHARES
(E-Voting
Event Number)
- - - -
ii) Please follow all steps from S. No. (ii) to S. No. (xiii) above, to cast your vote.
General Instructions:
(a) During the remote e-voting period, members of the Company, holding shares either in physical or dematerialized form as on the
cut-off date i.e. Friday, 6th September, 2019 (end of day), may cast their vote electronically. The remote e-voting module shall be
disabled by NSDL for voting thereafter.
(b) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for
Members available at the download section of www.evoting.nsdl.com or Contact on toll free no.: 1800-222-990.
(c) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future
communication(s).
(d) The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the
cut-off date i.e., Friday, 6th September, 2019 (end of day).
(e) Any person, who acquires shares and becomes member of the Company after dispatch of the notice and holding shares as on the
cut-off date, i.e., Friday, 6th September, 2019 (end of day), may obtain the login ID and password by sending a request to NSDL at
evoting@nsdl.co.in or to the Company's Registrar - Mas Services Limited at info@masserv.com.
However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for
casting your vote.
Note: If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset
Password" option available on www.evoting.nsdl.com.
In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ClientID).
In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No+Folio No).
(f) A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to
vote again at the AGM.
(g) 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 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM
through ballot paper.
(h) The Company has appointed Mr. Praveen Dua, Practicing Company Secretary (Membership No. FCS 3573 & C.P. No. 2139) as
the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
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(i) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the
assistance of Scrutinizer, by use of 'Ballot Paper' for all those members who are present at the AGM but have not casted their
votes by availing the remote e-voting facility.
(j) The Scrutinizer shall after the conclusion of voting at the AGM, will 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 witnesses not in the employment of the Company
and shall make, not later than three days of the conclusion of the AGM, a consolidated Scrutinizer's report of the total votes cast
in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare
the result of the voting forthwith.
(k) The results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.morepen.com
and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized 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
Place: New Delhi

Date: 27th July, 2019
CIN: L24231HP1984PLC006028
Sushil Suri
DIN: 00012028
Registered Office:
Near Baddi, Distt. Solan, H.P. - 173205
117
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. 3 to 12 of the accompanying Notice:
Item No. 3:
Mr. Sushil Suri (DIN: 00012028), is a fellow member of the Institute of Chartered Accountants of India (ICAI) and possesses a vast
experience of more than 28 years in the various fields including finance, operations, management and managerial entrepreneurship
in the pharmaceutical and hospitality industry. He is serving on the Board of Morepen Laboratories Limited since February, 1992
while he is acting as Chairman & Managing Director of the Company since October, 2000.
Considering his valued contribution in the conduct and growth of business, the Nomination and Remuneration Committee of the
Board recommended his appointment as Chairman & Managing Director of the Company, not liable to retire by rotation and to hold
office for a term of 5 (five) consecutive years with effect from 20th October, 2018 up-to 19th October, 2023 duly approved by the
members of the Company at 33rd Annual General Meeting held on 21st September, 2018 within remuneration ceiling i.e., 5% of the
net profit of the Company, calculated as per Section 198 of the Companies Act, 2013.
Keeping in view, the vast experience of Mr. Sushil Suri, the Board with the recommendation of the Nomination and Remuneration
Committee at its meeting held on 27th July, 2019 has approved payment of remuneration up-to Rs. 5,00,00,000/- (Rupees Five Crore
Only) per annum for the further period from 1st April, 2019 to 31st March, 2022 (i.e., for 3 years) to Mr. Sushil Suri, for which approval
of the members is required. No sitting fees will be paid to Mr. Sushil Suri for attending meeting of the Board of Directors or any
committee thereof. The details of remuneration are as under:
S. No. Particulars Amount (Rs.)
1. Basic Pay Upto ` 4,20,00,000 per annum
2. Perquisites & Allowances Upto ` 80,00,000 per annum
Pursuant to the Companies (Amendment) Act, 2017, first proviso of Section 197(1) of the Companies Act, 2013 amended with effect
from 12th September, 2018, the Company through Special Resolution may make payment of remuneration exceeding eleven percent
of the net profits of the Company, subject to the provisions of Schedule V. The requirement of approval of the Central Government
has been omitted.
Provided also that the Company has not defaulted in payment of dues to any bank or public financial institution or non-convertible
debenture holders or any other secured creditor, therefore, requirements of prior approval of the bank or public financial institution
concerned or the non-convertible debenture holders or other secured creditor, as the case may be, has not arisen before proposing
this resolution for your approval.
Pursuant to Schedule V of the Companies Act, 2013, information related to appointee is given in Annexure 'A'.
Save and except Mr. Sushil Suri and Mrs. Anju Suri, none of Directors / Key Managerial Personnel of the Company / their relatives are
in anyway, concerned or interested, financially or otherwise, in this resolution.
The Board commends the Special Resolution set out at Item No. 3 of the Notice for approval by the members.
Item No. 4:
The tenure of Dr. Arun Kumar Sinha (DIN: 00450783) as Whole-Time Director of the Company is completed on 31st March, 2019.
On the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company ('the Board') at its
meeting held on 30th March, 2019, subject to approval of the shareholders, re-appointed Dr. Arun Kumar Sinha as the Whole-Time
Director of the Company.
Dr. Arun Kumar Sinha is aged about 68 years, who will attain the age of 70 years during his term of 3 years. Dr. Arun Kumar Sinha has
rich and varied experience in the industry and has been involved in the operations of the Company. It would be in the interest of the
Company to continue to avail of his considerable expertise and to re-appoint Dr. Arun Kumar Sinha as a Whole Time Director.
Accordingly, approval of the members is sought for passing a Special Resolution for re-appointment of Dr. Arun Kumar Sinha as a
Whole Time Director pursuant to the provisions Section of 196, 197 and 203 and other applicable provisions, if any, of the
Companies Act, 2013 ("Act") read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force.
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The terms and conditions of re-appointment of Dr. Arun Kumar Sinha may be altered and varied from time to time by the
Board/Nomination and Remuneration Committee in such manner as may be mutually agreed, subject to such approvals as may be
required and within applicable limits of the Companies Act, 2013. No sitting fees will be paid to Dr. Arun Kumar Sinha for attending
meeting of the Board of Directors or any committee thereof.
Save as provided in the foregoing paragraph, Dr. Arun Kumar Sinha satisfies all other conditions set out in Part-I of Schedule V to the
Act as also conditions set out under sub-section (3) of Section 196 of the Companies Act, 2013, for being eligible for his re-
appointment.
Pursuant to provisions of Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, and in compliance of the Secretarial Standard-2 of the ICSI, the Companies Act, 2013 and its rules made thereunder, the
requisite disclosures are annexed with this notice as Annexure-I.
Pursuant to Schedule V of the Companies Act, 2013, information related to appointee is given in Annexure 'A'.
Except Dr. Arun Kumar Sinha, 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 resolutions.
Board recommends the passing of the resolution set out at item no. 4 of the notice as Special Resolution.
Item No. 5 to 7:
The term of Mr. Sukhcharan Singh, Mr. Manoj Joshi, Mr. Bhupender Raj Wadhwa, as Non-Executive Independent Directors of the
Company (hereinafter collectively referred as 'Independent Directors'), is going to be completed on 18 th September, 2019. These
Independent Directors have been appointed at the 29th Annual General Meeting held on 19th September, 2014.
On the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company ('the Board') at its
meeting held on 27th July, 2019, subject to the approval of the members, re-appointed Mr. Sukhcharan Singh, Mr. Manoj Joshi and
Mr. Bhupender Raj Wadhwa as an Independent Directors of the Company for a second term of 5 consecutive years i.e., from 19th
September, 2019 to 18th September , 2024, in terms of Section 149 read with Schedule IV of the Companies Act, 2013 ('the Act'), and
Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
('SEBI (LODR) Regulations 2015'), or any amendment thereto or modification thereof. The brief profile of Independent Directors are
as follows;
Mr. Sukhcharan Singh (DIN: 00041987), is a Bachelor in Arts and a Retired Inspector General of Police. He joined the Board of the
Company in June, 2005 and has continued on the Board ever since as a Non-Executive Independent Director. He is the member of
Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee of the Board.
Mr. Manoj Joshi (DIN: 00036546), is a Post Graduate in Commerce - Business Administration. He has got a rich experience of more
than 36 years in the area of Board Management, Policy Management, Public Advocacy and Management Consultancy. He joined the
Board of the Company in June, 1992 and has continued on the Board ever since as a Non-Executive Independent Director. He is the
Chairman of Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee of the
Board.
Mr. Bhupender Raj Wadhwa (DIN: 00012096), is a Graduate in Commerce and a Fellow Member of the Institute of Chartered
Accountants of India. He is a Chartered Accountant in practice by profession having more than 31 years' experience in the area of
accountancy and taxation. He joined the Board of the Company in June, 2005 and has continued on the Board ever since as a Non-
Executive Independent Director. He is the member of Audit Committee and Nomination and Remuneration Committee of the
Board.
The Board is of the view that the continued association of Mr. Sukhcharan Singh, Mr. Manoj Joshi and Mr. Bhupender Raj Wadhwa
would benefit the Company, given the knowledge, experience and performance and contribution to Board processes by them.
Declaration has been received from them that they meet the criteria of Independence prescribed under Section 149 of the Act read
with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the Listing Regulations 2015.
The Nomination & Remuneration Committee and the Board evaluated the performance of Mr. Sukhcharan Singh, Mr. Manoj Joshi,
Mr. Bhupender Raj Wadhwa, rated them satisfactory on all parameters and recommended their re-appointment. All these
independent directors fulfil the conditions specified in the Act and the Rules framed thereunder for appointment as Independent
Director and they are independent of the management. A copy of draft letter of appointment of the above Independent Directors,
setting out the terms and conditions of appointment, is available for inspection by the Members at the Registered Office of the
119
Company during normal business hours on any working day, excluding Saturday and also available on the website of the Company
www.morepen.com.
st
Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 effective from 1
April, 2019, requires that any Non-Executive Director who has attained the age of 75 years or more cannot be appointed or continued
as a Non-Executive Director in any listed company until and unless approval of Members has been obtained for the same by way of
special resolution. Since Mr. Sukhcharan Singh, Non-Executive Independent Director of the Company is covered under the aforesaid
provision being aged more than 75 years, the Company is required to obtain approval of Members by way of special resolution for
continuing his Directorship in the Company. The justification of appointment of Mr. Sukhcharan Singh is already discussed in
aforesaid paras.
Pursuant to provisions of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as
amended, and in compliance of the Secretarial Standard - 2 of the ICSI, the Companies Act, 2013 and its rules made thereunder, the
requisite disclosures are annexed with this notice as Annexure - I.
Pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules
framed thereunder, read with Schedule IV to the Act (including any statutory modification(s) or re-enactment thereof, for the time
being in force), the Board of Directors of the Company recommend the passing of the resolutions set out under item nos. 5 to 7 as
Special Resolution.
None of the Directors or Key Managerial Personnel of the Company and their relatives, other than the Independent Directors and
their relatives for their respective appointment, are in any way, concerned or interested, financially or otherwise, in these resolutions.
Item No: 8
Under the provisions of the Section 94 of the Companies Act, 2013, (the "Act") and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules framed thereunder, certain documents such as the register of members and index of members,
preference shareholder's register, register and index of debenture holders, register and index of any other security holders, register of
renewed and duplicate shares / debentures / securities certificates, other statutory registers as required to be maintained under the
Companies Act, 2013 and its rules made thereunder and copies of all annual returns prepared, together with the copies of certificates
and documents required to be annexed thereto under Sections 92 of the Act, and other related books, are required to be maintained
at the registered office of the Company.
Whereas, more than one-tenth of the total members of the Company are residing in the Delhi & National Capital Region and in the
interest of operational and administrative convenience, it is proposed to maintain the register of members/ debenture holders, index
of members/ debenture holders and copies of annual returns and other statutory registers at the Company's office situated at 4th Floor,
Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi-110001, a place other than its registered office.
Pursuant to provision of first proviso of the Section 94 (1) of the Companies Act, 2013 and its rules made thereunder, the Board of
Directors of the Company recommend the passing of the resolution set out under item no. 8 of the Notice as a Special 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.
Item No. 9
In order to optimise the use of funds and also to achieve long term strategic and business objectives, the Board of Directors of the
Company intends to make investment in other bodies corporate or granting loans, giving guarantee or providing security to other
persons or other body corporate or as and when required.
The Company had obtained requisite approval of the members under erstwhile the Companies Act 1956, within the limit provided
under the said Act. Whereas, pursuant to the provisions of section 186(3) of the Companies Act, 2013 and rules made there under, the
Company needs to obtain prior approval of shareholders/ members by way of special resolution passed at the General Meeting in
case the amount of investment, loan, guarantee or security proposed to be made is more than the higher of sixty percent of the paid up
share capital, free reserves and securities premium account or one hundred percent of free reserves and securities premium account.
Accordingly, the Board of Directors of the Company proposes to obtain approval of members as contained in this notice for an
amount not exceeding INR 5,00,00,00,000 (Rupees Five Hundred Crore Only) outstanding at any time notwithstanding that such
investments, outstanding loans given or to be given and guarantees and security provided are in excess of the limits prescribed as per
Section 186 of the Companies Act, 2013.
120
The Board of Directors of the Company recommends the passing of the resolution set out under item no. 9 of the Notice as a Special
Resolution.
Item Nos. 10 & 11
The members of the Company in its meeting had empowered the Board of Directors of the Company to borrow up to an amount of `
12,00,00,00,000/- (Rupees One Thousand Two Hundred Crores Only) as per section 293(1)(d) the Companies Act, 1956, the
borrowing powers was required to be approved by members through 'Ordinary Resolution'. However, pursuant to Section 180(1)(c)
of the Companies Act, 2013, the Board of Directors of the Company should have approval of the members in form of 'Special
Resolution' to borrow moneys, apart from temporary loans obtained from the Company's Bankers in the ordinary course of business,
in excess of the aggregate of paid-up share capital, free reserves and Securities Premium of the Company.
There is no change in amount of borrowing powers for which approval was taken from members of the Company. Further, the
borrowed money is less than the aggregate of Paid Up Capital, Free Reserves and Securities Premium of the Company in terms of
Section 180(1) (c) of the Companies Act, 2013.
Further, to secure the said borrowings, which the Company may borrow from time to time, the Company may be required to create
mortgages / charges / hypothecation in favour of the Lenders/Financial Institutions/Bodies Corporate/others, on all or any of its
movable and immovable properties. In order to create aforesaid mortgages / charges / hypothecation, the Company had obtained the
approval of members in form of 'Ordinary Resolution' in compliance of erstwhile the Companies Act, 1956. Presently, the consent of
the members is require in the form of 'Special Resolution' under section 180(1)(a) of Companies Act, 2013.
There is no in change quantum up-to which the power was delegated to the Board of Directors for to create mortgages / charges /
hypothecation in favour of the Lenders/Financial Institutions/Bodies Corporate/others, on all or any of its movable and
immovable properties.
Accordingly, the resolutions as given in notice at item no. 11 & 12 are proposed to obtain approval of the members in term of the
provision of Sections 180(1)(c) and 180(1)(a) of the Companies Act, 2013. The Board of Directors recommends passing of resolutions
under item nos. 10 and 11, as Special Resolutions.
Item No. 12:
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 31st March, 2020 (FY 2019-20) 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 ratified by the members of the Company.
The Board of Directors of the Company recommends the passing of the resolution set out under item no. 12 of the Notice as an
Ordinary Resolution.
121
ANNEXURE 'A'
Disclosure Pursuant to Schedule-V of the Companies Act, 2013
I. GENERAL INFORMATION
(1) Nature of the Industry
The pharmaceutical industry discovers, develops, produces, and markets drugs or pharmaceutical drugs for use as
medications to be administered (or self-administered) to patients, with the aim to cure them, vaccinate them, or alleviate the
symptoms. Morepen Laboratories Limited ('Morepen'/ 'the Company'), being a Pharmaceutical Company is dealing in
generic or brand medications and medical devices. The Company is subject to a variety of laws and regulations that govern
the patenting, testing, safety, efficacy and marketing of drugs.
(2) Date or expected commencement of commercial production
The Company commenced its operations since 1st December, 1984.
(3) In case of new companies, expected date of commencement of activities as per project approved by financial institution
appearing in the prospectus.
Not Applicable
(4) Financial Performance based on given indicators:
(` in lakh)
Particular 2018-19 2017-18 2016-17
Sales & other Income 72,091.47 56,437.05 55,122.53
Profit before depreciation, Interest
and Tax but after Prior Period Items 6,697.40 6,391.88 6,358.59
Depreciation/ Amortization 3,800.78 3,339.95 3,356.17
Interest and Finance Charges 207.08 429.46 747.35
Profit/Loss before Exceptional Item and Tax 2,689.54 2,622.47 2,255.07
Exceptional Gain/ (Loss) - - -
Profit/ (Loss) before Tax 2,689.54 2,622.47 2,255.07
(5) Foreign Investments or Collaborations, if any
Except investment in Morepen Inc., Subsidiary Company, the company is not having any foreign investment/ foreign
collaboration.
II. INFORMATION ABOUT THE APPOINTEE
S.no. Particulars Mr. Sushil Suri Dr. Arun Kumar Sinha
(1) Back ground details Mr. Sushil Suri has more than 2 decades of Dr. Arun Kumar Sinha, has a professional
including experience in pharmaceuticals industry and having experience of more than 47 years in
qualification, has played an active role in the evolution of pharmaceutical companies in different lines.
experience etc. the pharma sector since 1992. His experience Dr. Arun Kumar Sinha joined the Board of the
and expertise span all segments of the pharma Company in June, 2005 as the Whole Time
industry including the fields of strategic & Director of the Company. Mr. Sinha is a
financial planning, manufacturing, capital M.Sc. & P.hd. in Chemistry, holding P.G.
structuring, collaborations and joint ventures Diploma in personnel management and
etc. He is a qualified Chartered Accountant & industrial relations.
a Fellow member of the Institute of Chartered
Accountants of India.
122
(2) Past Remuneration Upto Rs. 3,00,00,000/-, subject to maximum Upto Rs. 45,00,000/-.
of 5% of the net profit calculated as per
Section 198 of the Companies Act, 2013.
(3) Recognition or Mr. Sushil Suri is associated with the Dr. Arun Kumar Sinha is associated with the
awards pharmaceutical industry from more than 2 pharmaceutical industry from more than 4
decades. He has diversified experience of decades. He has vast experience in the
finance, operations, management and pharmaceutical sector specially in
managerial entrepreneurship in the formulations.
pharmaceutical industry.
(4) Job Profile and As Chairman and Managing Director of the Dr. Arun Kumar Sinha is heading the
suitability Company, Mr. Sushil Suri is responsible for formulations facility of the Company. Since
all matters pertaining to finance, raising of June, 2005, he is acting as Whole Time
funds, investor relations and business Director of the Company and serving the
development. Mr. Suri has vast experience Company by providing his stewardship at the
and expertise span in all segments of the plant level.
pharma industry including the fields of
strategic & financial planning, capital
structuring, collaborations & joint ventures,
manufacturing and sales/ marketing. He is
highly suitable for the job.
(5) Remuneration The remuneration is proposed to pay him is The remuneration is proposed to pay him is
st st
Proposed/ upto Rs. 5,00,00,000/- per annum from 1 upto Rs. 42,00,000/- per annum from 1
st st
remuneration sought April, 2019 to 31 March, 2022. April, 2019 to 31 March, 2022.
to be paid
(6) Comparative The remuneration of Mr. Sushil Suri is fully The remuneration of Dr. Arun Kumar Sinha is
remuneration profile justifiable and comparable to that prevailing fully justifiable and comparable to that
with respect to in the industry, keeping in view the profile prevailing in the industry. He is holding a key
industry, size of the and the position of Chairman and Managing position and profile in the Company since
company, profile of Director respectively and enriched long time. He is designated as a Whole Time
the position and knowledge & vast experience. He shall be Director - Technical.
person looking after and responsible for the whole
affairs of the management of the Company
and shall be accountable to the Board of
Directors of the Company.
(7) Pecuniary Mr. Sushil Suri is a Promoter Director of the Dr. Arun Kumar Sinha does not have any
relationship directly Company. He is spouse of Mrs. Anju Suri, pecuniary relationship with the Company
or indirectly with the Director of the Company. Except and and is not related with any other director or
Company, or otherwise, Mr. Suri does not have any any other managerial personnel(s) of the
relationship with the pecuniary relationship with the Company Company.
Managerial and is not related with any other director or
Personnel, if any any other managerial personnel(s) of the
Company.
III. OTHER INFORMATION

(1) Reasons for loss/inadequacy of profits
The Company is engaged in the manufacturing of bulk drugs and its intermediates. In the early years of its incorporation,
the Company's financial position went on well. However, during the years 2000-02, due to a sharp fall in Company's
prime product 'Loratadine' in the international markets, the Company faced huge financial loss which adversely affected
the sustainability of its operations as well as its ability to meet its debt servicing obligations.
123
Presently, the pharmaceutical industry continues to thrive, yet there are several challenges that may affect the industry's
future growth in 2019 and beyond. The drug prices are at an all-time high, R&D productivity has only just begun to climb
again following a limitation faced in previous few years. The Indian Pharmaceutical Sectors is recovering from regulatory
turbulence in the most profitable global market, top Indian pharma companies have zeroed in on cost rationalization,
better compliance standards and more nimble response to competition while hoping the Chinese market could provide
some respite ahead. The Company is incurring significant expenses in technology, infrastructure and skilled professionals
for successfully running its business. The company faces several competitive pressures from within the pharmaceutical
industry and from other international challenges. The company has been making significant investments in various areas
to maintain its leadership position within the industry and further grow of its business.
(2) Steps taken or proposed to be taken for improvement
The Company is currently focusing on a new therapeutic category i.e., Anti-Coagulant in which few drugslike Apixaban &
Rivaroxaban are among the top 10 selling drugs in 2017 & 2018. The Company is also focusing on another anti-coagulant
drug Edoxaban Tosylate for its development in the R&D. Another molecule Dabigatran Etexilate Mesylate of same
category used for Thromboembolic disorders is in advanced stages of R&D development. The Company anticipate to
make its hold further strong in anti-histaminic category by developing Rupatadine Fumarate in the coming year.
The Company has filed five new patent applications for Crystalline Empagliflozin, Novel purification process of UDCA,
Novel purification and preparation process of Rivaroxaban, Rupatadine Fumarate Polymorphic Form A & for
Pharmaceutical Composition in Form of Aqueous Syrup Comprising Desloratadine and Montelukast Sodium.
The formulation and home diagnostics business has significantly improved during the year and efforts are on to make
significant growth in the coming years. The customers having reposed confidence in our branded product portfolio will be
offered new products during the coming years and market penetration shall also be improved.
The tie-up with Vésale Pharma International of Belgium will be offering the entire product folio in immediate future and
company expects to have some footprint in Probiotics market in India.
The company is reaching more markets and servicing large spectrum of people to deliver its wide range of products.
(3) Expected increase in productivity and profits in measurable terms
The Company expects improvement in its profitability as a result of aforesaid efforts.
IV. DISCLOSURES
The details of proposed remuneration are set out in the accompanying notice. The Company shall make appropriate disclosures
as required under Schedule V of the Companies Act, 2013 in the Corporate Governance Report forming part of the Directors'
Report of the Company.
124
Annexure - I
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 Mrs. Anju Suri Dr. A.K. Sinha Mr. Manoj Joshi Mr. B.R. Wadhwa Mr. Sukhcharan Singh
Date of Birth (Age) 18.01.1964 (55 years) 23.10.1967 (51 years) 17.03.1951 (68 years) 14.05.1957 (62 years) 29.01.1965 (54 years) 07.09.1942 (77 years)
Date of first Appointment 01.02.1992 09.11.2016 15.06.2005 27.06.1992 15.06.2005 15.06.2005
Qualifications B.Sc., FCA M.A. (Sociology) M.Sc. - Chemistry, M.Com - Business B.Com, FCA B.A., Retired
& B.Ed Ph.D. - Chemistry, Administration Inspector General
PG Diploma in (IG) of Police
Personnel
Management &
Industrial Relations
Expertise in specific Wide experience of Wide experience of Wide professional Rich experience of Professional Vast experience
functional areas more than 25 years more than 16 years and technical more than 36 years expertise of more in the area of
in the various fields in the Administration expertise of more in the area of board than 31 years in administration
including finance, & HR and than 47 years in management, policy the area of finance, and public
operations, implementation and the pharmaceutical management, public accountancy and policy.
management and execution of special industry. advocacy and taxation.
125
managerial projects. management
entrepreneurship in consultancy.
the pharmaceutical
and hospitality industry.
Directorships • Shivalik Pesticides • Square Investments Nil Nil Dr. Morepen Dr. Morepen
in other and Chemicals and Financial Limited Limited
Companies Private Limited Services Private
(excluding • Concept Credits and Limited
foreign Consultants Private • Backhome Foods
companies) Limited and Foods Private
• Scope Credits and Limited
Financial Services • Seed Securities and
Private Limited Services Private
• React Investments Limited
and Financial • Epitome Holdings
Services Private Private Limited
Limited • React Investments
• Seed Securities and Financial
and Services Private Services Private
Limited Limited
• Epitome Holdings • Blue Coast
Private Limited Hotels Limited
• Brook Investments • Morepen
and Financial Hospitality Limited
Services Private Limited • Morepen Biotech
• Square Investments Limited
and Financial
Services Private
Limited
• Liquid Holdings
Private Limited
• Silver Resort Hotel
India Private Limited
Memberships/ Nil Chairman of Nil Nil Chairman of Audit Member of Audit
Chairmanships of Stakeholder Committee -Dr. Committee -Dr.
Board Committees Relationship Morepen Limited Morepen Limited
in other Companies Committee- Blue
(includes only Audit Coast Hotels
Committee and Limited
Shareholders/Investor
Grievance Committee)
Details of remuneration Proposed- upto N.A Proposed- upto Nil Nil Nil
sought to be paid and ` 5 crore ` 42 Lakh
last drawn (approved) Last drawn - upto Last drawn - upto
remuneration ` 3 crore ` 45 Lakh
Relationship with H/o. Mrs. Anju Suri, W/o. Mr. Sushil Suri, Nil Nil Nil Nil
126
other Directors, Director Chairman &
Manager and Key Managing Director
Managerial Personnel
of the Company
No. of meetings of 5 5 3 5 5 5
Board attended during
the year (2018-19)
Number of shares
held in the Company 55,01,510 51,86,369 100 Nil Nil Nil
DIN 00012028 00042033 00450783 00036546 00012096 00041987
Terms and Conditions As set out in item Non-Executive As set out in item As set out in item nos. 5 to 7 of the Explanatory Statement
of appointment/ no. 3 of the Director, liable to retire no. 4 of the
Reappointment Explanatory by rotation and being Explanatory
Statement eligible, offer herself for Statement
re-appointment
ROUTE MAP TO THE AGM VENUE
Morepen
Laboratories Ltd.
Baddi
Masulkhana
Parwanoo
Pinjore
Chandigarh/
Panchkula
from Delhi
(Map not to scale)
127
Regd. Off: Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P.– 173 205
CIN : L24231HP1984PLC006028; Website : www.morepen.com;
E-mail Id : investors@morepen.com; Tel No.: +91-01795-276201-03; Fax No.: +91-01795-276204
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 ` ............. each, hereby appoint
1) Name: .............................................................................. E-mail Id: ..........................................................................

Address: ...........................................................................
......................................................................................... Signature:
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 34th Annual General Meeting of the
th
Company, to be held on Friday, the 13 day of September, 2019 at 10.00 a.m. at the Registered Office of the Company at
Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P. – 173205 and at any adjournment thereof in respect of such
resolutions as are indicated below:
Res. Description For Against
No.
1. Adoption of Audited Financial Statement, including Consolidated Financial Statements, of the
Company for the financial year ended 31st March, 2019 together with the reports of the Directors'
and Auditors' thereon
2. Appointment of a Director in place of Mrs. Anju Suri (DIN: 00042033), who retires by rotation
at this Annual General Meeting and being eligible, offers herself for re-appointment.
3. Increase in remuneration of Mr. Sushil Suri (DIN: 00012028), Chairman & Managing Director
of the Company
4. Re-appointment of Dr. Arun Kumar Sinha (DIN: 00450783) as a Whole-Time Director
of the Company
5. Re-appointment of Mr. Sukhcharan Singh (DIN: 00041987) as an Independent Director
of the Company
6. Re-appointment of Mr. Manoj Joshi (DIN: 00036546) as an Independent Director of the Company
7. Re-appointment of Mr. Bhupender Raj Wadhwa (DIN: 00012096) as an Independent
Director of the Company
8. Maintenance of Register of Members and other Statutory Registers at a place other than
Registered Office of the Company
9. Increase in the limits of Loan and Investment under section 186(3) of the Companies act, 2013
10. Authorization for borrowings under Section 180 (1) (c) of the Companies Act, 2013
11. Creation of charge on assets under Section 180 (1) (a) of the Companies Act, 2013
12. Ratification of remuneration of M/s. Vijender Sharma & Co., Cost Accountants, as Cost
Auditors of the Company
Affix
Signed this ............. day of .................... 2019. Signature of Member(s): ....................................... Revenue
Stamp
128
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.
129
Regd. Off : Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P.– 173205
CIN: L24231HP1984PLC006028; Website : www.morepen.com;
E-mail Id : investors@morepen.com; Tel No.: +91-01795-276201-03; Fax No.: +91-01795-276204
E-COMMUNICATION REGISTRATION FORM
Dear Shareholders,
You are aware that the provisions of Companies Act, 2013 have been made effective from 1st April, 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 be 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: ...............................................................................................................................................

st
Name of the 1 Registered Holder: .......................................................................................................................................
Name of the Joint Holder[s]: (1) ........................................................................... (2) ..........................................................
Registered Address: ............................................................................................................................................................
E-mail ID (to be registered): ............................................................. Mob./Tel. No.: ...........................................................
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: ..................................................................
Note: Shareholder(s) are requested to keep the Company informed as and when there is any change in the e-mail address.
130
J\\OREPEN
'Ifie Joy Of qrowi11{J 'I'ogetlier
-
(CIN: L24231 HP1984PLC006028)
Corp. Off. : 4th floor, Antriksh Bhawan, 22 K.G. Marg, New Delhi - 110 001, INDIA
Tel.: 91-11-23324443, 23712025, Fax: 91-11-23722422
E-mail : investors@morepen.com Website : www.morepen.com
Regd. Off: Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, Himachal Pradesh – 173 205
E-mail id: investors@morepen.com; Tel No.: +91-01795-276201-03; Fax No.: +91-01795-276204
Addendum to the Notice of the 34th Annual General Meeting

(AGM) of Morepen Laboratories Limited to be held on Friday,
13th September, 2019 at 10.00 a.m. at Morepen Village, Nalagarh
Road, Near Baddi, Distt. Solan, Himachal Pradesh – 173 205.
Your Directors recommend the following resolutions conditions as specified in the explanatory statement
i.e., appointment of Mr. Sanjay Suri (DIN: 00041590) as pursuant to Section 102 of the Act annexed to this
a Whole-Time Director and Mr. Praveen Kumar Dutt Notice and on the remuneration as follows:
(DIN: 06712574) as an Independent Director of the S. Particulars Amount (Rs.)
Company for your approval at the 34th AGM. No.
Notice is hereby given that the following items of 1. Basic Pay and Upto Rs. 1.26 Crore
business are added in the aforesaid Notice as Item No. 13 Allowances per annum
and Item no. 14 as Special Business:
2 Other Perquisites Upto Rs. 0.24 Crore
13. Appointment of Mr. Sanjay Suri (DIN: 00041590) per annum
as a Whole-Time Director
3 Commission(s) Upto Rs. 2.00 Crore
To consider and, if thought fit, to pass the following and/or Incentives per annum
Resolution as a Special Resolution:
RESOLVED FURTHER THAT the Board of Directors
“RESOLVED THAT pursuant to the provisions of of the Company be and is hereby authorized to do
Sections 196, 197 and 203 of the Companies Act, all acts and take all such steps as may be necessary,
2013 (the 'Act') read with Schedule V of the said act proper or expedient to give effect to this resolution.”
and the Companies (Appointment and
14. Appointment of Mr. Praveen Kumar Dutt (DIN:
Remuneration of Managerial Personnel) Rules,
06712574) as an Independent Director
2014 (including any statutory modification(s) or re-
enactment thereof, for the time being in force) or any To consider and, if thought fit, to pass the following
amendment thereto or modification thereof, Mr. Resolution as an Ordinary Resolution:
Sanjay Suri (DIN: 00041590), who was appointed as “RESOLVED THAT pursuant to the provisions of
an Additional Director designated as Whole Time Sections 149, 152 read with Schedule IV and all
Director of the Company pursuant to provisions of other applicable provisions of the Companies Act,
Section 161 of the Act and the Articles of 2013 (the 'Act') read with the Companies
Association of the Company and who holds office (Appointment and Qualifications of Directors)
upto the date of this Annual General Meeting, be Rules, 2014 (including any statutory modification(s)
and is hereby appointed as a Whole Time Director or re-enactment thereof for the time being in force)
of the Company, liable to retire by rotation, for a and pursuant to the Regulation 17 of the SEBI
period of three years with effect from 13th August, (Listing Obligations and Disclosure Requirements)
2019 to 12th August, 2022 on such terms and Regulations, 2015 (hereinafter referred to as “Listing
1
Regulations”), Mr. Praveen Kumar Dutt (DIN: RESOLVED FURTHER THAT the Board of Directors
06712574), who was appointed as an Additional of the Company be and is hereby authorized to do
Director, designated as Independent Director, all acts and take all such steps as may be necessary,
pursuant to provisions of Section 161 of the Act and proper or expedient to give effect to this resolution.”
the Articles of Association of the Company and who By order of the Board of Directors
holds office upto the date of this Annual General For Morepen Laboratories Limited
Meeting, be and is hereby appointed as an
Independent Director of the Company for a term of
Sushil Suri
five (5) consecutive years w.e.f., 13th August, 2019,
Place: New Delhi Chairman & Managing Director
to 12th August, 2024 and not liable to retire by
Date: 13.08.2019 DIN:00012028
rotation.
NOTES: 4. This Addendum to the Notice of 34th AGM is

1. An Explanatory Statement pursuant to Section available along with the Notice of 34th AGM and
102(1) of the Companies Act, 2013 relating to the Annual Report on the website of the Company
Special Business as proposed above to be transacted www.morepen.com. The revised Proxy Form
at the AGM is annexed hereto. including the resolution proposed hereinabove is
enclosed and also available on the website of the
2. Statement giving details of the Director seeking
Company. This revised Proxy Form will supersede
appointment pursuant to the requirement of
the earlier Proxy Form annexed with the Notice of
Regulation 36(3) of the SEBI (Listing Obligations and
AGM.
Disclosure Requirements) Regulations, 2015 and
Secretarial Standard on General Meeting (“SS-2”) is 5. All the processes, notes and instructions relating to
given below. e-voting set out for and applicable to the ensuing 34th
AGM shall mutatis-mutandis apply to the e-voting
3. Relevant documents referred to in this Addendum to
for the Resolution proposed in this Addendum to the
Notice of 34th AGM are open for inspection purpose
Notice. Furthermore, Scrutinizer appointed for the
at the Registered Office of the Company during its th
ensuing 34 AGM will act as a Scrutinizer for the
business hours on all working days up to the date of
Resolutions proposed in this Addendum to the
AGM.
Notice.
2
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1)
OF THE COMPANIES ACT, 2013
Item No. 13 Except Mr. Sushil Suri and Mrs. Anju Suri, none of the
Directors or Key Managerial Personnel of the Company and
The Board of Directors, on the recommendation of the
their relatives, are in any way, concerned or interested,
Nomination & Remuneration Committee, was appointed
financially or otherwise, in these resolutions.
Mr. Sanjay Suri (DIN: 00041590) as a Whole-Time
Director (Additional) on the Board of the Company, on Item No. 14
13th August, 2019 to hold office upto the date of ensuing
The Board of Directors, on the recommendation of the
34th Annual General Meeting of the Company and with
Nomination & Remuneration Committee, was appointed
the approval of members for a period of three (3) years
Mr. Praveen Kumar Dutt (DIN: 06712574) as an Additional
commencing from 13th August, 2019 to 12th August,
Director (Independent Category) on the Board of the
2022.
Company, not liable to retire by rotation, pursuant to Section
Mr. Sanjay Suri is a science graduate from Punjab 161 of the Companies Act, 2013 on 13th August, 2019 to hold
th
University India. He is also the Managing Director of Dr. office upto the date of ensuing 34 Annual General Meeting
Morepen Limited (A wholly Owned subsidiary of of the Company.
Morepen Laboratories Limited) and the affairs of the
Mr. Praveen Kumar Dutt is a fellow member of the Institute of
Company are managed under his active involvement,
Chartered Accountants of India with post qualification
guidance and supervision. He has around 26 years of
experience of around 25 years in the field of Direct Taxation,
business experience and has good knowledge in the field
FEMA, International Taxation.
of accounts, finance, banking and operations of
pharmaceutical business. His key role is planning, The Company has received a declaration from him to the
directing, coordinating the affairs of the API Business of effect that he meets the criteria of independence as provided
the Company. He is currently heading the API Business, in Section 149(6) of the Companies Act, 2013 and
which is the largest business segment of the Company. Regulation 16 of the SEBI (Listing Obligations and Disclosure
He is also involved in formulating policies, managing Requirements) Regulations, 2015.
daily operations, planning strategies, initiating efficient
In the opinion of the Board, he fulfills the criteria of
systems and procedures for effective functioning of the
Independence and possesses appropriate skills, experience
Company. Mr. Suri is responsible for:
and knowledge for being appointed as an Independent
1. An overall administration of the API business, Director. Considering his vast experience and knowledge
and strategic guidance his appointment would be in the
2. Implementation of pharmaceutical quality systems
interest of the Company.
from time to time to comply with USFDA (United
States Food & Drug Administration). The Board of Directors recommends the appointment of Mr.
Praveen Kumar Dutt as an Independent Director of the
3. Business development, management reviews etc.
Company for a term of five (5) consecutive years
from time to time.
commencing from 13th August, 2019, not liable to retire by
Pursuant to provisions of Regulation 36 (3) of the SEBI rotation, as set in this Addendum to the Notice of 34th AGM.
(Listing Obligations & Disclosure Requirements)
Pursuant to provisions of Regulation 36 (3) of the SEBI
Regulations, 2015, as amended, and in compliance of
(Listing Obligations & Disclosure Requirements)
the Secretarial Standard – 2 of the ICSI, the Companies
Regulations, 2015, as amended, and in compliance of the
Act, 2013 and its rules made thereunder, the requisite
Secretarial Standard – 2 of the ICSI, the Companies Act, 2013
disclosures are annexed with this notice as
and its rules made thereunder, the requisite disclosures are
'Annexure A-1'.
annexed with this notice as 'Annexure A-1'.
Pursuant to Schedule V of the Companies Act, 2013,
The Board of Directors of the Company recommend the
information related to appointee is given in
passing of this resolution as an Ordinary Resolution.
'Annexure B'.
None of the Directors or Key Managerial Personnel of the
The Board of Directors of the Company recommend the
Company and their relatives, are in any way, concerned or
passing of this resolution as a Special Resolution.
interested, financially or otherwise, in these resolutions.
3
Annexure – A-1
BRIEF RESUME OF DIRECTOR SEEKING APPOINTMENT AT THE ANNUAL GENERAL
MEETING IN ACCORDANCE WITH THE SECRETARIAL STANDARDS (“SS-2”) AND
REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015:
Particulars Mr. Sanjay Suri Mr. Praveen Kumar Dutt
Date of Birth 04.08.1968 01.08.1968
Date of first Appointment 13.08.2019* 13.08.2019
Qualifications Bachelor of Science (B.Sc.) Chartered Accountant
Expertise in specific functional He has around 26 years of A fellow member of the Institute of
areas experience in the field of Chartered Accountant of India (ICAI)
accounts, finance, banking and with the post qualification experience
operations of pharmaceutical of around 25 years in the field of direct
business. Tax Matters, FEMA, and International
Taxation.
Directorships in other • Shivalik Pesticides and • Blue Coast Hotels Limited

Companies (excluding foreign Chemicals Private Limited
companies) • SI Infratel Limited
• Blueheaven Marketing Private
Limited
• Joy Hotel and Resorts Private

Limited
• Mid-Med Financial Services

and Investments Private
Limited
• Solitary Investments and

Financial Services Private
Limited
• Solace Investments and

Financial Services Private
Limited
• Total Care Limited
• Dr. Morepen Limited
• Silver Resort Hotel India

Private Limited
4
Memberships/Chairmanships of Nil Chairman of Audit Committee:
Board Committees in other Blue Coast Hotels Limited
Companies (includes only Audit Member of Stakeholder Relationship
Committee and Stakeholder Committee:
Relationship Committee) Blue Coast Hotels Limited
Details of remuneration sought to Proposed- upto 3.5 Crore N.A

be paid and last drawn (approved) (including commission and/or
remuneration incentive
ve)per
incentive)
incentitive)per
per
per annum
annum
annum
annum
Last drawn - Not applicable
Relationship with other Directors, Brother of Mr. Sushil Suri, N.A

Manager and Key Managerial Chairman and Managing Director
Personnel of the Company
No. of meetings of Board attended NIL NIL

during the year (2018-19)
Number of shares held in the 34,17,240 --

Company
DIN 00041590 06712574
Terms and Conditions of As set out in item no. 13 of the As set out in item no. 14 of the Explanatory
appointment/ Reappointment Explanatory Statement Statement
* Mr. Sanjay Suri, has been associated as Director of the Company from 14.10.2002 to 08.03.2003.
5
Annexure B
Disclosure pursuant to Schedule V of the Companies Act, 2013
I. GENERAL INFORMATION: Please refer to the notice of 34th Annual General Meeting dated 27th July 2019. For the sake
of brevity is not repeated here.
II. INFORMATION ABOUT APPOINTEE:
S. Particulars Remarks
No.
(1) Back ground details including Mr. Sanjay Suri is a Bachelor of Science (B.Sc.), having more than
qualification, experience etc. 26 years of experience in pharmaceuticals industry. He has varied
experience in the field of accounts, finance, banking and
international sales and marketing, exports, joint ventures, statutory and
regulatory approvals related to USFDA, strategic planning and
manufacturing etc.
(2) Past Remuneration as Director of Not applicable

the Company
(3) Recognition or awards Mr. Sanjay Suri heading API Business of the Company and
instrumental in attainment of USFDA approvals of manufacturing
plants of the Company.
(4) Job Profile and suitability He is playing key role in planning, directing, coordinating the affairs of
the API Business of the Company. He is also involved in formulating
policies, managing daily operations, planning strategies, initiating
efficient systems and procedures for effective functioning of the
Company. Mr. Suri is highly suitable for the job.
(5) Remuneration Proposed/ The remuneration proposed to pay him is up-to Rs. 3,50,00,000/-
remuneration sought to be paid (including commission and/or incentive)
incentitive) per
ive) per
per annum from August 13.
annum
annum
2019 to August 12, 2022.
(6) Comparative remuneration profile The remuneration of Mr. Sanjay Suri is fully justifiable and comparable
with respect to industry, size of the to that prevailing in the industry, keeping in view the profile handled by
company, profile of the position him, having enriched knowledge and vast experience. He shall be
and person
looking after manufacturing facilities of all plants of the Company in
Himachal Pradesh.
(7) Pecuniary relationship directly or Mr. Sanjay Suri is a promoter of the Company. He is brother of Mr. Sushil
indirectly with the Company, or Suri and Brother in law of Mrs. Anju Suri, Directors of the Company.
relationship with the Managerial Except and otherwise, Mr. Sanjay Suri does not have any pecuniary
Personnel, if any
relationship with the Company and is not related with any other director
or any other managerial personnel(s) of the Company.
III.OTHER INFORMATION: Please refer to the notice of 34th Annual General Meeting dated 27th July 2019. For the sake of
brevity is not repeated here.
IV.DISCLOSURES: This item to the notice has been added after approval of Directors Report and Corporate Governance
Report of the Company. However, necessary information provided in this addendum to the notice of 34th Annual General
Meeting.
6
Regd. Off: Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P.– 173205
E-mail Id: investors@morepen.com; Tel No.: +91-01795-276201-03; Fax No.: +91-01795-276204
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 34th Annual General Meeting of the
Company, to be held on Friday, the 13th day of September, 2019 at 10.00 a.m. at the Registered Office of the Company
at Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, H. P. – 173205 and at any adjournment thereof in respect
of such resolutions as are indicated below:
Item Description For Against
No.
1. Adoption of Audited Financial Statement, including Consolidated Financial Statements, of
the Company for the financial year ended 31st March, 2019 together with the reports of
the Directors' and Auditors' thereon.
2. Appointment of a Director in place of Mrs. Anju Suri (DIN: 00042033), who retires by
rotation at this Annual General Meeting and being eligible, offers herself for
re-appointment.
3. Increase in remuneration of Mr. Sushil Suri (DIN: 00012028), Chairman & Managing
4. Re-appointment of Dr. Arun Kumar Sinha (DIN: 00450783) as a Whole-Time Director of
the Company.
5. Re-appointment of Mr. Sukhcharan Singh (DIN: 00041987) as an Independent Director of
the Company.
7
6. Re-appointment of Mr. Manoj Joshi (DIN: 00036546) as an Independent Director of the
Company.
7. Re-appointment of Mr. Bhupender Raj Wadhwa (DIN: 00012096) as an Independent
8. Maintenance of Register of Members and other Statutory Registers at a place other than
Registered Office of the Company.
9. Increase in the limits of Loan and Investment under section 186(3) of the Companies act,
2013.
10. Authorization for borrowings under Section 180 (1) (c) of the Companies Act, 2013.
11. Creation of charge on assets under Section 180 (1) (a) of the Companies Act, 2013.
12. Ratification of remuneration of M/s. Vijender Sharma & Co., Cost Accountants, as Cost
Auditors of the Company.
13. Appointment of Mr. Sanjay Suri (DIN: 00041590) as a Whole-Time Director of the
Company.
14. Appointment of Mr. Praveen Kumar Dutt (DIN: 06712574) as an Independent Director of
the Company.
Affix
Signed this _______ day of _____________ 2019. Signature of Member(s): ___________________ Revenue
NOTES: Stamp
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.
8
MOREPEN LABORATORIES LIMITED Y E A R S
The Joy Of Growing TogetherCIN : L24231HP1984PLC006028

Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan,
Celebrating
35 years of
Touching Lives
Himachal Pradesh-173 205, Tel. No. : +91-01795-276201-03, Fax : +91-01795-276204

Email : investors@morepen.com Website : www.morepen.com
PPP
ELECTRONIC VOTING PARTICULARS

EVEN USER ID PASSWORD NO. OF SHARES
(E-Voting Event Number)
The remote e-voting facility will be available during the following voting period:
Commencement of remote e-voting From 09.00 a.m. (IST) on Monday, September 09, 2019
End of remote e-voting Upto 05.00 p.m. (IST) on Thursday, September 12, 2019
The remote e-voting will not be allowed beyond the aforesaid date & time and the remote e-voting module shall
be disabled by NSDL thereafter.
The cut-off date for the purpose of remote e-voting is Friday, September 6, 2019 (end of day).
--------------------------------------------------------- TEAR HERE------------------------------------------------------
MOREPEN LABORATORIES LIMITED Y E A R S
The Joy Of Growing TogetherCIN : L24231HP1984PLC006028 Celebrating
Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan,

35 years of
Touching Lives
Himachal Pradesh-173 205, Tel. No. : +91-01795-276201-03, Fax : +91-01795-276204

Email : investors@morepen.com Website : www.morepen.com
ATTENDANCE SLIP
Regd. Folio No. / DP ID - Client ID : ____________________________________
Name & Address of First/Sole Shareholder : ____________________________________
No. of Shares held : ____________________________________
I/We hereby record my/our presence at the 34th Annual General Meeting of the Company to be held on Friday,
September 13, 2019 at 10.00 a.m. at Morepen Village, Nalagarh Road, Near Baddi, Distt. Solan, Himachal
Pradesh - 173 205
________________________
Signature of Member/Proxy
Notes :
a) Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting.
b) Member / Proxy who wish to attend the meeting must bring this attendance slip to the meeting and handover
at the entrance duly lled in and signed.
c) Corporate members intending to send their authorized representatives to attend the meeting are requested
to send, to the Company, a certied copy of the Board Resolution authorizing their representative to attend
and vote on their behalf at the meeting.

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National Stock Exchange of India Limited BSE Limited

Kindly take note of the same.

Morepen Laboratories Limited

Whole-time Director Cost Auditors

Independent Directors Secretarial Auditor

Non-Executive Director Registrar & Share Transfer Agent

Chief Financial Officer Company Secretary

Registered Office Corporate Office

FINANCIAL HIGHLIGHTS (` in Lakhs)

For and on behalf of Board of Directors

PART B: ASSOCIATES & JOINT VENTURES - N.A.

Name of the Director Designation Ratio of Remuneration to Median

Name of the Director/KMP Designation % increase of remuneration

For and on behalf of Board of Directors

I. Brief outline of the Corporate Social Responsibility (CSR) Policy

II. Composition of CSR Committee of the Board

IV. Responsibility Statement

For Morepen Laboratories Limited

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

S. Particulars of Remuneration Name of Directors Total

A. CONSERVATION OF ENERGY • Replacement of Furnace Oil with LPG in the

For and on behalf of Board of Directors

in FY19. coming year. Furthermore, development of Amorphous

market in India. GnRH Antagonist Category, Ivacaftor in Transmembrane

Operating Profit Margin 4.26% 5.42%

Net Profit Margin 3.97% 4.66%

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Mr. Sushil Suri 5 5 Yes

Meetings and attendance during the year

S. No. Name of the Committee' member No. of meetings held Attendance

Brief terms of reference of the Audit Committee

e) disclosure of any related party transactions.

Composition of the Committee

S. No. Name of the Committee' member Category Status

S. Name of the Committee' member No. of meetings held Attendance

Brief terms of reference of the Nomination and Remuneration Committee

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

S. No. Name of the Committee' member Category Status

Role of Stakeholders' Relationship Committee

7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

S. No. Name of the Committee' member Category Status

Role of Corporate Social Responsibility Committee

8. GENERAL BODY MEETINGS

Financial Year Date & Time Location Special Resolution(s) Passed

(Source: Official website of BSE & NSE)

NIFTY MOREPEN (NSE)

SENSEX MOREPEN (BSE)

h) Registrar and Share Transfer MAS Services Limited

j) Distribution of shareholding as on 31st March, 2019

Category of Shareholdings No. of % of Total Amount % of total

1 - 5,000 1,24,645 91.30 7,68,46,390 15,36,92,780 17.08

11. DEPOSITORY SERVICES

12. CORPORATE GOVERNANCE COMPLIANCE

13. OTHER DISCLOSURES

For Morepen Laboratories Limited

For Morepen Laboratories Limited