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Directors Report of EPIC Enzymes Pharmaceuticals & Industrial Chemicals Ltd.

Mar 31, 2012

To the Members:

The Directors have pleasure in presenting 28th Annual Report of your company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS :

The financial results of the company for the year under review are summarized below: (Rs.in Lacs) Year Ended Year Ended 31st March 2012 31st March 2011

Sales and Other Income 0.94 224.33

Gross Profit/(Loss) before Depreciation and Interest (16.80) (941.43)

Less: Depreciation 5.99 5.99

Interest 0.05 455.41

Net Profit before Tax and Extra Ordinary Items (22.8460) (1402.83) Prior period Adjustment

Provision for Tax

Add / (Less) : Deferred Tax

Current Tax - -

Fringe Benefit Tax - -

Net Profit / (Loss) after Tax (22.8460) (1402.83)

Net Profit and Loss A/c b/f (3438.48) (2035.65)

Balance carried forward to Balance Sheet (3461.32) (3438.48)

OPERATIONS

Performance under review was poor as plants at factory at Plot No. 32 VRDIC Vithoba Industrial Complex Village Lohop Post Mazgaon was not operational.

Because of defaults in payments to State Bank of India Overseas Branch against working capital loan accounts were NPA and are in negotiation for OTS.

FINANCE

During the year 2011-2012 the account with State Bank of India are considered as NPA because of default in making the payment.

PERSONNEL & INDUSTRIAL RELATIONS

Relations with employees were in general cordial and congenial atmosphere prevailed.

DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act 1956 Mrs. Indresh Bala is liable to retire by rotation and being eligible offer herself for re-appointment. Your Directors recommend her re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT 1956

The Directors state that -

(i) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered under this Report and of the loss of the Company for the year;

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

(iv) the directors had prepared the annual accounts on a 'going concern' basis.

CORPORATE GOVERNANCE

Your company and its Board of Directors have complied with Corporate Governance to the extent set out inthe enclosed report pursuance to Clause 49 of the Listing Agreement. Management Discussion and Analysis forms pat of this report. Auditors Certificate for compliance of the conditions of Corporate Governance is also attached to the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

a. CONSERVATION OF ENERGY

The Company's operations do not involve substantial consumption of power in comparison to cost of production. However regulatory measures are there to ensure that the consumption of power within the norms.

b. TECHNOLOGY ABSORPTION

The company has fully absorbed the technical know-how received form Germany.

c. FOREIGN EXCHANGE EARNING AND OUTGO.

Foreign exchange earnings of the company during the year 2011-12 were X NIL (Previous Year X Nil) while outgoings were X NIL (previous Year f NIL).

AUDITORS

M/s. Aniket Kulkarni & Associates Chartered Accountants Mumbai hold their office until the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSIT

During the financial year under consideration the Company had not accepted nor renewed any deposit form public within the meaning of Section 58-A of the Companies Act 1956.

PARTICULARS OF EMPLOYEES

There is no employee in the company whose particulars are required to be given under Section 217(2A) of the Companies Act 1956 read with Companies [Particulars of Employees} Rule 1975.

ACKNOWLEDGEMENTS

Your Directors' acknowledge the co-operation received from various Government agencies Bank Customers Suppliers and Employees during the year.

By Order of the Board

For EPIC ENZYMES PHARMACEUTICALS AND INDUSTRIAL CHEMICALS LIMITED

Place : Mohali P. K. MAHAJAN

Date : 29th June 2012 Chairman & Managing Director


Mar 31, 2011

To The Members:

The Directors have pleasure in presenting 27th Annual Report of your company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS :

The financial results of the company for the year under review are summarized below:

(Rs. in Lacs)

Year Ended Year Ended 31st March, 2011 31st March, 2010

Sales and Other Income 224.33 28.18

Gross Profit/(Loss) before Depreciation and Interest (941.43) (39.08)

Less: Depreciation 5.99 41.31

Interest 455.41 26.31

Net Profit / (Loss) before Tax and Extra Ordinary Items (1402.83) (106.70)

Prior period Adjustment - -

Provision for Tax

Add / (Less) : Deferred Tax - -

Current Tax - -

Fringe Benefit Tax - -

Net Profit/(Loss) after Tax (1402.83) (106.70)

Balance in Profit and Loss A/c b/f (2035.65) (1928.95)

Balance carried forward to Balance Sheet (3438.48) (2.35.65)

OPERATIONS

Performance under review was poor as plants at factory at Plot No. 32, VRDIC, Vithoba Industrial Complex, Village Lohop, Post Mazgaon was badly corroded & could not be repaired due to liquidity crisis & plant could not be operated at its rated capacity. Company has made a net loss of Rs. 1402.83 lacs {previous year losses Rs. 106.70 lacs}.

Because of defaults in payments to State Bank of India, Overseas Branch against working capital and to IDBI against term loan, both accounts were NPA. Management of your company has successfully negotiated with IDBI for One Time Settlement and has arranged the funds to make the payment by selling the fixed assets of Plant & Machinery & Building.

The sale of assets was approved in the board meeting of 10th April, 2011 after receipt of scrutiny report of postal ballets from scrutinizer M/s. Makarand M. Joshi & Co. the practicing Company Secretary.

Because of default in payment of principal amount & interest M/s. State Bank of India have filed a case in Debt Recovery Tribunal and Court on 28.03.2011 have passed an order against the Company. Your management on receipt of order is considering to file an appeal with the Debt Recovery Appellate Tribunal against the order.

Your Company have been allocated land in GIDC Dahej, Gujarat and will consider to set up manufacturing facilities after finalizing an amicable settlement with State Bank of India.

FINANCE

During the year 2010-11 the account with State Bank of India are considered as NPA because of default in making the payment. Management have successfully negotiated and finalized the One Time Settlement with Industrial Development Bank of India and have obtained No due certificate after full payment to IDBI.

PERSONNEL & INDUSTRIAL RELATIONS

Relations with employees were in general cordial and congenial atmosphere prevailed.

DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Subhash Kumar is liable to retire by rotation and being eligible, offer him self for re-appointment. Your Directors recommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors state that -

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered under this Report and of the loss of the Company for the year;

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

(iv) the directors had prepared the annual accounts on a 'going concern' basis.

CORPORATE GOVERNANCE

Your company and its Board of Directors have complied with Corporate Governance to the extent set out in the enclosed report pursuance to Clause 49 of the Listing Agreement. Management Discussion and Analysis forms pat of this report. Auditors Certificate for compliance of the conditions of Corporate Governance is also attached to the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

a. CONSERVATION OF ENERGY

The Company's operations do not involve substantial consumption of power in comparison to cost of production. However, regulatory measures are there to ensure that the consumption of power within the norms.

b. TECHNOLOGY ABSORPTION

The Company has fully absorbed the technical know-how received from Germany.

c. FOREIGN EXCHANGE EARNING AND OUTGO.

Foreign Exchange Earnings of the Company during the year 2010-11 were Rs. NIL (Previous Year Rs. 93091/-) while outgoings were Rs. NIL (Previous Year Rs. NIL).

AUDITORS

M/s. Aniket Kulkarni & Associates, Chartered Accountants, Mumbai hold their office until the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSIT

During the financial year under consideration, the Company had not accepted nor renewed any deposit form public within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no employee in the company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies [Particulars of Employees] Rule, 1975.

ACKNOWLEDGEMENTS

Your Directors' acknowledge the co-operation received from various Government Agencies, Bank, Customers, Suppliers and Employees during the year.

By Order of the Board

For EPIC ENZYMES, PHARMACEUTICALS AND INDUSTRIAL CHEMICALS LIMITED

P. K. MAHAJAN Chairman & Managing Director

Place : Navi Mumbai, Date : 23rd June, 2011.


Mar 31, 2010

The Directors have pleasure in presenting 26th Annual Report of your company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS :

The financial results of the company for the year under review are summarized below:

(Rs. in Lacs)

Year Ended Year Ended

31st March, 2010 31st March, 2009

Sales and Other Income 28.18 210.78

Gross Profit/(Loss) before Depreciation and Interest (39.08) (143.18)

Less: Depreciation 41.31 41.53 Interest 26.31 27.41

Net Profit / (Loss) before Tax and Extra Ordinary Items (106.70) (212.12)

Prior period Adjustment - 1.20

Provision for Tax

Add/ (Less) : Deferred Tax - -

Current Tax - -

Fringe Benefit Tax - 0.42

Net Profit / (Loss) after Tax (106.70) (213.73)

Balance in Profit and Loss A/c b/f (1,928.95) (1,715.22)

Balance carried forward to Balance Sheet (2,035.65) (1,928.95)

OPERATIONS

Performance under review was much below the expected level as adequate Working Capital was not available and the factory at Plot No. 32, VRDIC, Vithoba Industrial Complex, Village Lohop, Post Mazgaon was badly corroded due to liquidity crisis. The plant could not be repaired and operated at its rated capacity. Company has made a net loss of Rs. 106.70 lacs {previous year Rs. 213.73 lacs}.

Because of defaults in payments to State Bank of India, Overseas Branch against working capital and to IDBI against term loan, both accounts are NPA. Management of your company has successfully negotiated with IDBI for a One Time Settlement and has arranged the funds to make the payment. Management of your company is in positive negotiation with State Bank of India for One Time settlement against the working capital loan.

Management of your company have sent Notice of Voting through Postal Ballot against the resolution passed on 22nd February 2010 for the sale of assets at factory situated at Plot No. 32, VRDIC, Vithoba Industrial Complex, Village Lohop, Post Mazgaon and the office building situated at 514, Persipolis, Sector 17 Vashi, Navi Mumbai-400703.

With the sale of assets the management of the company has decided to:-

. Clear its current liabilities - Banks, Institutions and Government

. Expand its capacities in the subsidiary unit, Mahakrishna Chemicals located at Panoli for new products in the coming months.

. Set up a new manufacturing unit in Gujarat, with new products, which will include fine chemicals for the agrochemicals, pharmaceutical and petrochemical markets.

. Change the business model, which will include trading under registrations of several products in the International Market.

FINANCE

During the year 2009-10 the account with State Bank of India as well as with IDBI are considered as NPA because of default in making the payment. Management have successfully negotiated and finalized the One Time Settlement with Industrial development Bank of India and negotiations are positive for One Time Settlement with State Bank of India, Overseas branch.

PERSONNEL & INDUSTRIAL RELATIONS

Relations with all employees including the recognized unions were in general cordial and congenial atmosphere prevailed. Your Directors acknowledge with gratitude the committed efforts of the employees at all levels and their satisfying contribution in management and company affairs.

DIRECTORS

Ms. Anu Mahajan and Mr. Pulkit Mahajan resigned from the Directorship of the Company with effect from 16th September, 2009. The Board places on record its appreciation of valuable services rendered by them.

In accordance with the Articles & Association of the Company and provisions of the Companies Act, 1956 Mr. Pradeepkumar Shrinivas Mahajan, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election. Your Directors recommend their re-appointment.

Ms. Indresh Bala and Mr. Subash Kumar were appointed as Additional Director of the Company with effect from 15th September, 2009 in pursuance of Board of Directors resolution of that date.

According to the provisions of the Section 260 of the Companies Act, 1956 the above Directors hold office upto the date of the subsequent Annual General Meeting. As required by Section 257 of the Companies Act, 1956 a notice has been received from a Member signifying his intention to propose the appointment of Ms. Indresh Bala and Mr. Subash Kumar as Directors at the forthcoming Annual General Meeting. Members are requested to approve their appointment.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors state that -

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment. and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered under this Report and of the loss of the Company for the year;

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

(iv) the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your company and its Board of Directors have complied with Corporate Governance to the extent set out in the enclosed report pursuance to Clause 49 of the Listing Agreement. Management Discussion and Analysis forms part of this report. Auditors Certificate for compliance of the conditions of Corporate Governance is also attached to the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

a. CONSERVATION OF ENERGY

The companys operations do not involve substantial consumption of power in comparison to cost of production. However, regulatory measures are there to ensure that the consumption of power is within the norms.

b. TECHNOLOGY ABSORPTION

The company has fully absorbed the technical know-how received from Germany.

c. FOREIGN EXCHANGE EARNING AND OUTGO.

Foreign exchange earnings of the company during the year 2009-10 were Rs.93, 091 (Previous Year Rs.NIL) while outgoings were Rs.NIL (Previous Year Rs.0.23 Lacks).

AUDITORS

M/s. Sundaram Seshan & Associates, Chartered Accountants, Navi Mumbai hold their office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re- appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSIT

During the financial year under consideration, the Company had not accepted nor renewed any deposit from public within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no employee in the company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies [Particulars of Employees] Rule, 1975.

ACKNOWLEDGEMENTS

Your Directors acknowledge the co-operation received from various Government agencies, Bank, Customers, Suppliers and Employees during the year.

By Order of the Board

For EPIC ENZYMES, PHARMACEUTICALS AND

INDUSTRIAL CHEMICALS LIMITED

Place : Navi Mumbai, P. K. MAHAJAN

Date : 14th June, 2010. Chairman & Managing Director

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