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Directors Report of Ambalal Sarabhai Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present their 37th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2015.

(Rs.lakh)

2014-15 2013-2014

Turnover(Net) 1524 1567

Other Income 1417 494

Total Income 2941 2061

Financial Cost 791 912

Depreciation 336 152

Loss before Extra Ordinary Income (915) (2057)

Net Profit/ (Loss) before taxation (915) (2057)

Net Profit / (Loss) (915) (2057)

Your Directors regret their inability to recommend payment of any dividend in view of loss during the year. Consolidated Results :

The Company's Operations are organised through 7 Subsidiaries and a joint venture company each of which represents a focused area of Business Strategy which led to better growth and consolidation of operations. The combined revenue from operations gone up from 10,465 lakhs to 12,450 lakhs showing a growth of nearly 20%, consequently the loss before tax reduced from nearly 2021 lakhs to 667 lakhs.

Operations:

Pharma Formulations:

The Company continues to manufacture formulations under license and market these through established companies in the market. The Company also manufactures and sells a wide range of Formulation through its distributors. The Company has discontinued its Generics Marketing business in 2015 .

Sarabhai Chemicals (India) Pvt. Ltd. (SCPL),

Sarabhai Chemicals Specialties, a division of SCPL markets speciality pharmaceutical products for Oncology and Infertility . Inspite of adverse market scenario, the turn-over has increased by 13.5% during the year under review. SCPL has launched a new division viz. Uro - Gynaec in January, 2015 which has received good response from the market.

Asence Inc.

Asence Inc., a wholly-owned subsidiary of the Company, incorporated in US, specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to international markets.

Asence Pharma Pvt.Ltd.,(Asence)

Asence,a wholly owned subsidiary of Asence Inc. has grown significantly during the year . It has achieved gross turnover of Rs.3755.17 lakhs with a net profit of Rs.103.90 lakhs for the year ended 31st March 2015. Asence has made inroads into growth related projects through investment and partnerships in group companies as well as external manufacturing sites. This has shown increase in sales and relatively high impact on profitability. The Company is expected to grow well in the current year .

Asence is making full efforts to boost up the international activities as well as domestic sales and endeavours to improve the performance of all its products.

Vovantis Laboratories Pvt. Ltd., (Vovantis)

During the year,Vovantis , a joint venture company, has observed noteworthy growth in the operations as compared to previous years. Many new products in the form of Effervescent Tablets and powder packed in sachet have been developed and these products are very well accepted by the market. As a result, Vovantis could achieve considerable orders from market and booked significant increase in sales. The gross sales increased to Rs 1732 Lakhs as compared to Rs. 961 Lakhs in last year. Profit before tax increased to Rs.190 Lakhs as against Rs. 116 Lakhs in last year.

In view of expecting much more demand in future from the existing as well as new customers, Vovantis is planning to enhance its production capacity by creating additional plant facilities near the existing plant. The project evaluation is under finalization considering alternative sources of investment. Vovantis is confident to create its distinguished presence in the international market by ensuring upward graphs in its growth.

Suvik HItek Private Limited (Suvik)

Suvik, a wholly owned subsidiary of the Company, has started new business activities of Generics marketing with effect from 1st January 2015. Suvik has already entered into necessary agreements with Manufacturers and Distributors and started generics marketing. Suvik would market these under the brand name of "Sarabhai" and its logo for which Suvik has executed license agreement with the company. Suvik expects to achieve better results in the current year due to increase in turnover from Generics business.

In the year under review, Suvik achieved a turnover of Rs 399 lakhs in comparision to Rs 52 lakhs in last year .The net loss has also come down to Rs 30.81 lakhs in the year.

Bulk Drugs:

SYNBIOTICS LIMITED (Synbiotics)

During the year under report, there has been an increase of about 50% in the turnover of Synbiotics, another wholly owned subsidiary of the Company. This has been mainly due to increased demand of product- Amphotericin Oral grade and Lyophilized grade in the overseas market. Increased off take by overseas parties has also helped in stabilizing the demand for the products.

Synbiotics has successfully passed the audit inspection from various international and domestic companies. Synbiotics manufacturing facilities have got recognition from overseas authorities and also received approval from PMDA [Japan], WHO-GMP, EU, and USFDA. Synbiotics R &D department is constantly working for improving yield of EP Grade product for which there is a good potential market both at domestic and international level. Synbiotics has planned to invest about Rs. 100 lakhs in setting up facilities to increase yield efficiency of the product securing high productivity. Synbiotics achieved a turnover of Rs.1203.41 lacs for the year ended 31st March, 2015.

ELECTRONICS:

Systronics( India) Limited: (Systronics)

During the year under report, the turnover of Systronics, a wholly owned subsidiary of the Company has decreased from Rs 5172 lakhs to Rs 4793 lakhs . Systronics is exploring the possibilities of expansion /diversification to achieve better results and expecting to make progress in the forthcoming years.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the BSE Ltd, Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate regarding Compliance of Conditions of Corporate Governance are made as a part of the Annual Report.

Subsidiaries:

A statement pursuant to Section 129 of the Companies Act, 2013 in respect of Subsidiary companies is appended to the balance sheet. The report and the accounts of the Company may be treated as abridged accounts as contemplated under Section 136 of the Companies Act, 2013. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request / requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

In order to ease the distribution of Annual Report, shareholders are requested to register their email address with the Company or its STA to get the Annual Report through email.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. K. Mohandas, who retires by rotation and being eligible, offers himself for re- appointment.

Declaration by Independent Directors

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Board Evaluation

The Board of Directors has carried out an Annual Evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under clause 49 of the Listing Agreements ("Clause 49") .

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Particulars of Loans, Guarantees or Investments

Information regarding Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions

Since all the related party transactions are carried out in the ordinary course of business on arm's length basis such transactions entered into by the Company during the financial year did not attract the provisions of Section 188 of the Companies Act, 2013. There being no 'material' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Extract of Annual Return

The extract of Annual Return as provided under sub- section (3) of section 92 of the Companies Act, 2013 in the prescribed Form MGT-9 is annexed to this report.

Number of Meetings of the Board

There were 6 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Policy on Directors' Appointment and Remuneration and other details

The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been followed by Nomination and Remuneration Committee while recommending appointment of Directors or key Managerial Personnel.

They have fixed criteria for appointment of directors and key Managerial Persons. Every year their performance is evaluated by the committee and accordingly suitable recommendation is made .

Internal financial control systems and their adequacy

The company has an Internal control System, commensurate with size, scale and complexity of its operations. During the year the company got its Internal Audit done through its own Internal Audit Department. This department works according to policies and rules framed to monitor and control financial transactions within the company. Since the Company has its own Internal Auditor, it has not appointed any outside Auditor for Internal Audit work.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Auditors' Report and Secretarial Auditors' Report

Auditors' Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report. Regarding appointment of CFO, the company had selected one person for the post of CFO in the last accounting year, who did not join for personal reasons. Thereafter the company is in the process of looking for a right person for appointment of CFO and it is expected that CFO will be appointed soon by the Company.

Risk Management

The Audit Committee of the company is assigned the task to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Corporate Social Responsibility

Since the company has been incurring losses for last more than three years, the provisions relating to Corporate Social Responsibility are not attracted .

Particulars of Employees

The information required under Section 197 of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.In terms of section 136 of the Act, the reports and accounts are being sent to the members and others excluding the information on employees' particulars, which is available for inspection by members at the registered office of the Company during 11.00 a.m. to 4.00 p.m. on working days of the Company upto the date of AGM.If any member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directors' Responsibility Statement.

As required under Section 134 (5) of the Companies Act, 2013, we hereby state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

v) That the directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

vi) That the Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and the systems are adequate and operating effectively.

Insurance:

Building, Plant and machinery and stocks, have been adequately insured. The Company carries a risk for certain assets like goods in transit in respect of which any loss resulting from non-insurance is small because of fairly large drop in production and sales.

Statutory Auditors:

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, the existing Auditors M/s. Sorab S. Engineer & Co., Chartered Accountants, Mumbai, ( Reg. No. 110417W) were appointed by the shareholders at 36th Annual General Meeting to hold office until the conclusion of the 38th Annual General Meeting, subject to the ratification by Shareholders at each Annual General Meeting.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar including workers.

ANNEXURE TO THE DIRECTORS' REPORT

Disclosure of additional particulars as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, forming part of the Directors' report for the year ended 31st March 2015.

For and on behalf of the Board

Date : 28.7.2015 Kartikeya V. Sarabhai Place :Ahmedabad Chairman


Mar 31, 2014

The Shareholders,

The Directors hereby present their 36th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2014.

(Rs.lakh) 2013-14 2012-2013

Turnover (Net) 1567 1669

Other Income 494 1883

Total Income 2061 3552

Financial Cost 912 675

Depreciation 952 1248

Loss before Extra

Ordinary Income (2057) (1722)

Net Profit/(Loss) before taxation (2057) (1722)

NetProfit/(Loss) (2057) (1722)

Your Directors regret their inability to recommend payment of any dividend in view of loss during the year.

Operations:

Pharma Formulations:

The Company continues to manufacture formulations under license and market these through established companies in the market. The Company also manufactures and sells a wide range of Formulation through its distributors and through Generic channels.

Senaru Formulations Pvt. Ltd.,

Sarabhai Chemicals (Specialities) a Division of Senaru Formulations Pvt. Ltd., is marketing various pharmaceutical products of Oncology and Infertility and has achieved turnover of about Rs 8 crores during the year under review:

Asence Inc.

Asence Inc., A wholly-owned subsidiary of the Company, incorporated in US specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to international markets. Asence Inc., through the company, pursues a multi-layered growth strategy combining internal product development, strategic alliances and collaboration with eGMP manufacturing partners, acquisitions of products and leverages of infrastructure in India and the US.

Asence Pharma Pvt.Ltd., A wholly-owned subsidiary of Asence Inc., has continued to maintain its turnover. Asence has made significant inroads into growth related projects through investment and partnerships in group companies as well as external manufacturing sites. This has shown significant increase in sales and relatively high impact on profitability. Asence is expected to grow well even in the current year and is planning to sustain its growth. Asence is making full efforts to boost up the international activities as well as domestic sales and endeavor to improve the performance of our various current and new products.

Vovantis Laboratories Pvt. Ltd., (VLPL)

During the year, the Company has observed major changes in the operations due to change in the share holding of the Company. Your company now holds 1/3rd shares of total paidup capital of this company. However, before such change, Company faced continuous shortage of working capital in the first five months of the current financial year due to hold of orders from its major customer. But in the remaining period of the year the Company could arranged supply of its know how documents relating to Products developed in last three years as well as many new products in form of Effervescent Tablets and powder packed in sachet. These products are very well accepted by many customer Companies and therefore the Company could set up domestic/foreign marketing arrangements with these Companies for new products. As a result of these effective arrangements the Company has performed very well in second half of the year. Furthermore, the Company has also installed tube and sachet packing facilities which has helped the Company to compete with international brands. The Company has also initiated some modification to the existing facility to the extent necessary for compliance to achieve approval from International health regulation bodies such as MHRA. This will help Company to have European and other Markets for its products.

Bulk Drugs:

The sales turnover of Synbiotics Limited, a wholly- owned subsidiary of the Company has decreased by about 8% as compared to previous year due to reduction in offtake by the overseas parties.

Synbiotics has successfully passed the audit inspection from various international and domestic Companies. However, due to delay in necessary procedural clearances from the concerned authorities, expected sizeable amount of orders were delayed by about6 months time.

During the year under review, Company''s sales for Parental market has increased and Synboitics has also developed Lyophilized grade of Amphotericin for which there is a good market. Synbiotics is also exploring possibilities to bring new products in line with existing products for the turnaround of Synbiotics. With all

these developments Synbiotics is confident to reach a sales turnover of about Rs.11 crores in financial year 2014-15.

Synbiotics has made an application to GPCB to increase Discharge Permission of Effluent considering increased production activity.

Synbiotics"s manufacturing facilities have got recognition from overseas authorities and also received approval from PMDA (Japan), WHO-GMP, EU, and USFDA. Synbiotics continuously strives to improve its efficiency in the production process and this should improve Synbiotics''s future.

Electronics:

During the year under report, the turnover of Systronics (India) Limited, a wholly owned subsidiary of the Company has increased by 9.55%. Systronics is expecting to continue to make such progress even in the forthcoming years.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the BSE Ltd, Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Annual Report.

Subsidiaries:

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of Subsidiary companies is appended to the balance sheet. The report and the accounts of the Company may be treated as abridged accounts as contemplated under Section 219 of the Companies Act, 1956. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request / requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

The shareholders who desire to get their Annual Reports through email may register their email address with the Company or its STA.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Mr. Kartikeya V. Sarabhai, retires by rotation and being eligible offers himself for re- appointment.

Pursuant to provisions of the Companies Act 2013 , the Independent Directors of the Company Viz B.V. Suryakumar, G.D. Zalani, Ashwin Hathi and Chandrashekhar Bohra are proposed to be reappointed for a fixed term of five years.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to this Report in the prescribed format.

Particulars of Employees:

Information as per Section 217 (2A) ofthe Companies Act, 1956, read with the Companies (Particulars of Employees Rules 1975) is not given since there was no employee drawing remuneration as prescribed under the said Section.

Directors'' Responsibility Statement.

We hereby state:

(I) That in the preparation ofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(li) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs ofthe Company as at 31st March, 2014 and its loss for the year ended on that date.

(lii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(Iv) That the Directors have prepared the annual accounts on a going concern basis.

Insurance:

Building, Plant and machinery and stocks, have been adequately insured. The Company carries a risk for certain assets like goods in transit in respect of which any loss resulting from non-insurance is small because of fairly large drop in production and sales.

Auditors:

M/s. Sorab S. Engineers, Chartered Accountants, Mumbai, existing Auditors of the Company ,who retires in the forthcoming Annual General Meeting have already completed their two terms of five years each in the Company ,hence in terms of transitional period of three years given for compliance of provisions of section 139 of the Companies Act 2013, they are proposed to be appointed up to conclusion of 38th AGM.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar including workers. For and on behalf of the Board Kartikeya V.sarabhai Date :14.8.2014 Chairman Place :Ahmedabad


Mar 31, 2013

To The Shareholders,

The Directors hereby present their 35th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2013.

(Rs.lakh)

2012-13 2011-2012

Turnover (Net) 1669 2128

Other Income 1883 610

Total Income 3552 2739

Financial Cost 675 842

Depreciation 1248 140

Loss before Extra

Ordinary Income (1722) (1784)

Extraordinary Income

net of expenditure - 1119

Net Profit (Loss) before taxation (1722) (665)

Net Profit/(Loss) (1722) (665)



Your Directors regret their inability to recommend payment of any dividend in view of loss during the year.

Operations:

Pharma Formulations:

The Company continues to manufacture formulations under license and market these through established companies in the market. The Company also manufactures and sells a wide range of Formulations through Its distributors and Generic channels.

The marketing of various pharmaceutical products of Oncology and Infertility Is now being undertaken through subsidiary of the company viz.. Senaru Formulations Pvt. Ltd., from 1st April 2013. For the purpose, Senaru has1 opened a new division viz.. Sarabhai Chemicals (Specialities) Division.

Asence Inc., a wholly-owned subsidiary of the Company, Incorporated In US specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to International markets. Asence Inc., through the company, pursues a multi-layered growth strategy combining Internal product development, strategic alliances and collaboration with cGMP manufacturing partners, acquisitions of products and leverages of infrastructure in India and tl»»tlS.

Asence Pharma Pvt.Ltd., a wholly-owned subsidiary of Asence Inc., has grown in sales by over 75% in turnover. Asence has made significant inroads into growth related projects through Investment and partnerships in group companies as vtaft a Msxtirnal manufacturing sites. This has shown sigijrifjcaf tfWorease in sales and relatively high impact on protlt^bfthyl $Sfnce is expected to grow well even in the curreht''Vjsagaip Is planning to sustain its growth. Asence is mal^d/full efforts to boost up the international activities as well as domestic sales and endeavor to improve the performance of various current and new products.

Bulk Drugs:

The Turnover of Synbiotics Limited, a wholly-owned subsidiary of the Company at Luna has increased by about 93% as compared to previous year. Synbiotics has also achieved 83% of its budgeted Turnover of Rs.10 crores. Synbiotics has successfully passed the audit inspection from various international and domestic Companies. Upon completion of these formalities, Synbiotics expects lucrative orders within a short span of time and will enable to reach a sales turnover of about Rs.13 crores. Synbiotics has observed all the norms of Gujarat Pollution Control Board (GPCB) and discharged effluent as per consent conditions of GPCB. Synbiotics has made an application to GPCB to increase Discharge Permission of Effluent considering increased production activity. Synbiotics''s manufacturing facilities have got recognition from overseas authorities and also received approval from PMDA (Japan), WHO-GMP, EU, and USFDA. Synbiotics continuously strives to improve its efficiency In the production process and this should improve its future.

The product of Synbiotics is established and demand is increasing in both International and domestic markets.

Electronics:

Systronics India Limited (SIL) a wholly-owned subsidiary of the Company, have two divisions viz. Systronics as well as Telerad. During the year under report, the sales of Systronics division increased by 4% as compared to previous year. Similarly, service Income of Systronics division has increased by 29%. Sales of TELERAD division, has decreased by 2% and service income of the said division has decreased by 10%. Therefore, there was overall increase In sales by 0.65%. The turnover of SIL for the year under report reached to Rs.4663.44 lakhs

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the BSE Ltd, Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance are made as a part of the Annual Report.

A statement pursuant to Section 212 of the Companies Acts 1956 in respect of Subsidiary companies is appended to the balance sheet. The report and the ''Accounts of the Company may be treated as abridged accounts as contemplated under Section 219 of the Companies Act, 1956. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request / requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

The shareholders who desire to get their Annual Reports through email may register their email address with the Company or its STA.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Messers G.D. Zalani. and B.V. Suryakumar and A.H. Parekh retire by rotation and being eligible offers themselves for re-appointment.

During the current year Mr. B.S. Bohra ceased to be a Director due to death on 6.5.2013. Your Directors have taken note of the contribution made by him during his association with the Company.

During the current year Ms. Chaula Shastri and Mr. Chandra Shekhar Bohra have joined the Board of Directors w.e.f, 16.10.2012and 13.8.2013 respectively.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to this Report in the prescribed format.

Particulars of Employees:

Information as per Section 217 (2A) of the Companies

Act, 1956, read with the Companies (Particulars of Employees Rules 1975) is not given since there was no employee drawing remuneration as prescribed under the said Section.

Directors'' Responsibility Statement.

As required under Section 217(2AA) of the Companies Act, 1956, we hereby state:

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31st March, 2013 and its loss for the year ended on that date.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

Insurance:

Building, Plant and machinery and stocks, have been adequately Insured. The Company carries a risk for certain assets like goods In transit in respect of which any loss resulting from non-insurance is small because of fairly large drop In production and sales.

Auditors:

M/s. Sorab S. Engineer & Co. Chartered Accountants, Mumbal, retires In the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar Including workers.



For and on behalf of the Board

Date: 23.8.2013 Kartikeya V. Sarabhai

Place: Ahmedabad Chairman


Mar 31, 2010

The Directors hereby present their 32nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2010.

(Rs.lakh)

2009-10 2008-2009

Turnover (Net) 5765 6251 Other Income 160 316 Total Income 5925 6567 Interest 158 1120 Depreciation 203 204 Extraordinary Income net of expenditure 2635 14406 Net Profit/(Loss) before taxation 711 1804 NetProfit/(Loss) 211 1086

An extraordinary income mainly represents Profit on Sale of part of factory Land and other fixed assets and extraordinary expenses represent expenses incurred in connection with the Sale of factory Land.

Considering carry-over losses of previous years, your Directors are unable to recommend payment of dividend on Equity Shares for the year under review.

Operations:

Pharma Formulations:

During the year under review the Formulation activities were managed by making loan licence arrangement with other pharmaceutical company to meet the production requirements.

Your Directors have planned to relocate manufacturing activities at Ranoli plant to meet the market demand.

The Bulk Drugs productions were manufactured at Ankleshwar on loan license arrangement by Asence Pharma Pvt. Ltd., a Wholly-owned subsidiary of the Company.

Active Pharmaceutical ingredient plant : (Bulk Drugs)

The Bulk Drugs plant of Synbiotics Limited, a Wholly- owned subsidiary of the Company, at Luna was already commenced and production activities have been started.

SCBD undertaking of the Company has already been transferred to Synbiotics Limited with w.e.f. 1-10- 2010

Marketing:

Sarabhai Chemicals Marketing Division has focused more on Generic business and achieved turn over of Rs.20 crore during the Year under report.

The Oncology Division is strengthened by adding new products like GEMSAR, CAPCID, and SFIL and team of 15 field force.

During the year under review, the Company has conducted marketing and sales training programme. Oncology Division has been registered in many institutions and converted key doctors across the country.

Suvik Hitek Pvt. Ltd. has planned to bifurcate its activities in to two SBU i.e. Production and Marketing.

Electronics:

During the year under review, due to sluggish market scenario, Electronics Division could achieve turnover of Rs. 32 crore as against turnover of Rs. 35.62 crore in the year 2008-09.

From the year 2010 onwards, Electronics Division has entered into other areas such as system integration/audio products marketing as per the current market requirement. With the change in business model, it is expected to do better in the coming years.

The Electronics undertaking of the Company has already been transferred to Systronics (India) Limited w.e.f. 1.10.2010.

The pharmaceutical formulation plant of Vovantis Laboratories Pvt. Ltd., a company promoted by the Company at Ranoli has already been commenced and production activities have been started.

Asence Inc., a wholly-owned subsidiary of the Company, incorporated in US specializes in the supply of quality pharmaceutical preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to international markets. Asence Inc., through the Company, pursues a multi-layered growth strategy combining internal product development, strategic alliances and collaboration with cGMP manufacturing partners, acquisitions of products and leverage of infrastructure in India and the US.

Real Estate:

As a part of restructuring process, the Company has executed various documents for sale of (i) land at Vadodara and Gandhinagar and (ii) unutilized flat in Mumbai during the year under review.

Extension of Annual General Meeting:

As per Section 166 of the Companies Act, 1956, 32nd Annual General Meeting was required to be convened and held on or before 30th September 2010. However, as the Company Is passing through restructuring process, certain major activities are carried out during the year under report and in view of this, as per decision of the Board of Directors at its meeting held on 20.8.2010, the Company sought extension for holding Annual General Meeting from the Registrar of Companies Ahmedabad and ROC granted such extension up to 31.12.2010. The company held 32nd Annual General Meeting on 31.12.2010 and the same was adjourned sine die to receive, consider and adopt Audited Balance Sheet & Profit and Loss Accounts for the year ended 31.3.2010.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding Compliance of Conditions of Corporate Governance are made as a part of the Annual Report.

The Company is under restructuring process of its business to strengthen and improve the over all financial condition of the company. During the year under report, the employees union of the Company resorted tactic of stay in strike for above five months in protest of delay in payment of salary/wages of the employees / workers of the company. During this period, they were not allowing managerial staff and executives to enter into their premises and to do their work. Due to such situation, it became almost impossible to carry out day to day functions of the Company and fulfill compliances under provisions of Clause 41 of the Listing Agreement within stipulated period.

Subsidiaries:

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of Subsidiary Companies is appended to the balance sheet. The report and the accounts of the Company may be treated as abridged accounts as contemplated under Section 219 of the Companies Act, 1956. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request/ requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Mr.G.D. Zalani, Mr.B.V. Suryakumar and Mr. A.H. Parekh were retired by rotation and being eligible were re-appointed.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to this Report in the prescribed format.

Particulars of Employees:

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees Rules 1975) is not given since there was no employee drawing remuneration as prescribed under the said Section.

Directors Responsibility Statement.

As required under Section 217(2AA) of the Companies Act, 1956, we hereby state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31 st March, 2010 and its profit for the year ended on that date.

(iii) That the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

Insurance:

Building, Plant and machinery and stocks, have been adequately insured. The Company carries a risk for certain assets like goods in transit in respect of which any loss resulting from non-insurance is small.

Auditors Report:

With reference to the qualification in the Auditors Report, the Board submits the following explanations:

Impairment of goodwill:

The Companys key corporate brands and brand names command considerable Goodwill in the Market and the Companys turnaround stratergy is based on building on this Goodwill to establish its new line of businesses. The Board therefore does not feel that three is any impairment in the Goodwill shown in the books.

Auditors:

M/s. Sorab S. Engineer & Co., Chartered Accountants, Mumbai, who retired at the Annual General Meeting were reappointed.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar.

For and on behalf of the Board

Kartikeya V. Sarabhai Chairman Date : 3.3.2011 Place: Ahmedabad