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Directors Report of Krebs Biochemicals & Industries Ltd.

Mar 31, 2018

To,

The Members,

The directors submit annual report of Krebs Biochemicals & Industries Limited (the Company) along with the audited financial statements for the financial year ended 31st March 2018.

1. Financial Summary (Rs. in lakhs)

Particulars

2017-18

2016-17

Net Sales

2538.24

197.02

Other Income

860.28

163.52

Total Income

3398.52

360.54

Expenditure

4128.09

1153.02

P(L)BDIT

(729.57)

(792.48)

Loss on sale of Assets

Nil

Nil

PBDIT (After Extra Ordinary Items)

(729.57)

(792.47)

Finance Charges

516.52

348.85

Depreciation

414.97

423.37

Profit/(Loss) Before Tax

(1661.06)

(1564.70)

Exceptional Items

(121.43)

(40.24)

Deferred Tax Asset

Nil

Nil

Taxes of earlier years

Nil

Nil

Net profit/(Loss) after Tax

(1782.49)

(1604.94)

Other Comprehensive Income

(143.12)

451.26

Total comprehensive income for the period

(1925.61)

(1153.68)

(comprising Profit/(loss) and other comprehensive income for the year)

Add: balance brought Forward

(7127.49)

(5973.81)

Less: Depreciation

Nil

Nil

Add: Transferred from Profit & Loss Account

(1925.61)

(1153.68)

Balance Carried to Balance Sheet

(9053.10)

(7127.49)

2. Financial Performance

During the year under review, the Company has posted net sales of Rs. 2538.24 lakhs and Rs. 860.28 lakhs as other income. For the FY 2017-18 the company has incurred a loss of Rs. 1925.61 lakhs as against loss of Rs. 1153.68 lakhs of the previous year ended 31st March 2017.

3. Change in nature of business

During the year under review, there is no change in the nature of business of the company.

4. Dividend

On account of losses during the year, no dividend is proposed to be declared for the financial year 2017-18.

5. Operations

During the FY 2017-18, three products were commercialized and were released into the market. Some of the products are in development stage and will start commercial production within few months down the line.

Some modernization works were also undertaken to meet the latest pollution control norms and safety regulations. All relevant licenses were renewed. All the pending statutory requirements were addressed.

6. Material changes and commitments affecting the financial position of the company. During the year under review, there were no material changes occurred and commitments made, that affect the financial position of the company.

7. Rights Issue :

At the 145th Meeting held on 30th July 2018, the Board of Directors has approved the proposal of raising of funds by way of offer and issue of equity shares to the members of the Company on rights basis (Rights Issue) for an amount of upto Rs. 25 crores, subject to necessary approvals/consents under the provisions of SEBI (ICDR) Regulations, 2009, SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

8. Issue of Equity Shares

During the year under review, the company has not issued any shares.

9. Statutory Auditors

At the 21st Annual General Meeting held on 31st December 2014, the members of the Company approved the appointment of M/s Pavuluri & Co., Chartered Accountants (Firm Registration No. 012194S) Hyderabad as the Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting.

In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Since then, provision to sub-section (1) of Section 139 of the Companies Act, 2013, which provided for ratification every year has been deleted. However, since the resolution passed on 31st December 2014 contains such requirement, it has been decided, as a measure of abundant caution, to have ratification of appointment Statutory Auditors, done by the members for the entire unexpired period.

The Statutory Auditors have confirmed their compliance with the provisions of the Companies Act, 2013.

10. Internal Auditors:

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s Suryanarayana& Suresh, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for the Financial Year 2018-19 at their meeting held on 30th July 2018. The internal auditors submit their reports at quarterly intervals to the Audit Committee and the Board.

11. Directors and Key Managerial Personnel

During the year there is no change in the Board of Directors of the company.

During the year, the non-executive directors of the company had no pecuniary relationship or transactions with the company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

During the year under review, Mr. Manish Jain has retired by rotation and being eligible for re-appointment, at the 25th Annual General Meeting held on 26th September 2017, he had been re-appointed as Director.

Mr. E J Babu retires by rotation as Director and he offers himself for re-appointment at the ensuing 26th Annual General Meeting to be held on 10th September 2018.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial

Personnel of the Company are-

Mr. Avinash Ravi, Managing Director,

*Mr. C V R S N Kumar - Chief Financial Officer and Ms. Haritha Varanasi - Company Secretary

*Mr. C V R S N Kumar has ceased as the CFO of the Company due to attaining of age of superannuation as per the company rules and the Board at their meeting held on 25th May 2018 has approved the same.

The Board is in the process of selecting a suitable person as CFO for the Company.

12. Declaration of Independence

The Company has received the declarations under Section 149 (6) of the Companies Act, 2013, from the independent directors that each of them meets the criteria of independence and there has been no change in the circumstances which may affect their status as independent directors during the year.

13. Board Meetings

During the financial year 2017-18, Four (4) meetings of the Board were held. Details of the meetings of the board are provided in the corporate governance report which forms part of this report.

14. Corporate Social Responsibility

The Company regards the wider community in which it operates to be an important stakeholder and actively contributes towards its welfare. According to the provisions of Section 135 of the Companies Act, 2013 the company doesn’t fall under the categories of the companies to which the Corporate Social Responsibility is applicable. However, the company feels that making a positive contribution to the local community is the right thing to do and to this end, during the year, has contributed towards welfare of the poor, old aged and differently abled persons.

15. Quality Initiatives

The Company is committed to meet the highest levels of quality to meet the customer satisfaction and robust practices are being implemented and continuous training is being provided to all the employees to achieve the targets set by the company.

The Company is committed to meet the standards set by USFDA, WHO-GMP & EDQM. Our Unit-II site was approved by EDQM in May 2017. Also several customer audits were completed and were approved at Unit-I, Nellore and at Unit-II, Vizag..

The Company is totally focused on improving and implementing best-in class methodologies to meet the customer satisfaction levels with zero complaints.

16. 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) has been disclosed in the Corporate Governance Report, which forms part of this report.

17. Board Evaluation

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent directors after taking inputs from the Executive directors.

18. Familiarisation program for independent Directors

The Company has conducted familiarisation programs for the independent directors as required under the provisions of Companies Act, 2013.

19. Internal Financial Control Systems and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report which forms part of this report.

20. Secretarial Standards

The company is in due compliance with the applicable secretarial standards.

21. Audit Committee

The Company has a duly constituted Audit Committee and the Board has accepted all the recommendations of Audit Committee during the year under review. The members of the Audit Committee are:

a) Mr. G V L Prasad - Chairman

b) Mr. Satish Khivsara - Member

c) Dr. Malati Tangirala - Member

The details pertaining to meeting, role and responsibilities of Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

22. Nomination and Remuneration Committee

The Company has in place a duly constituted Nomination and Remuneration Committee which has

a) Mr. Satish Khivsara as Chairman

b) Mr. G V L Prasad

c) Dr. Malati Tangirala

d) Dr R T Ravi as Members

Details pertaining to meetings, role and responsibilities of Nomination and Remuneration Committee are provided in the corporate Governance Report which forms part of this report.

23. Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee as required under the provisions of SEBI Listing Regulations and the Companies Act, 2013. Members of the committee are

a) Mr. G V L Prasad - Chairman

b) Mr. Satish Khivsara - Member

c) Mr. Avinash Ravi - Member

d) Dr R T Ravi - Member

Details pertaining to meetings, role and responsibilities of Stakeholders Relationship Committee are provided in the corporate Governance Report which forms part of this report.

24. Loans and Investments

During the year under review, the company has not given any loans and not made any investments under the provisions of Section 186 of the Companies Act, 2013.

25. Particulars of Employees.

Pursuant to the provisions of Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company is drawing salary of more than Rs. 1.04 crores (Rupees One Crore Four Lakhs) per financial year or Rs. 8.5 lakhs (Eight Lakh Fifty Thousand) per month, as the case may be for the year ended 31st March 2018.

Details of the remuneration drawn by the Key Managerial Personnel is provided in Annexure I to the Board’s Report.

26. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company . The Secretarial Audit Report is annexed herewith as Annexure- II to the Board’s Report.

Qualifications in Secretarial Audit Report:

27. Transactions with related parties

None of the transactions with related parties are material in nature as per the Related Party Transactions policy adopted by the Company. Information on transactions with related parties are given in Annexure-III in Form AOC-2 and the same forms the part of this report.

28. Fixed Deposits

The Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

29. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure - IV in the prescribed Form MGT-9 which forms part of the report.

30. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year;

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

iv) They have prepared the annual accounts on a going concern basis.

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

32. Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All directors, senior management employees and other employees who have access to the unpublished price sensitive information of the company are governed by the Code. During the year under report, there has been due compliance with the code of conduct for prevention of insider trading.

The said code is available in the company’s website www.krebsbiochem.com.

33. Vigil Mechanism/Whistle Blower Policy

The Company has in place, whistle blower policy and no personnel have been denied access to the Chairman of the Audit Committee. The policy also provides for the safeguarding of whistle blowers. The whistle blower policy is available on website of the company www.krebsbiochem.com.

34. Energy conservation, technology absorption and foreign exchange earnings outgo.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-V” to this report.

35. Safety, Environment and Health

The Company considers safety, environment and health as the management responsibility. The employees are provided training programs at regular intervals on manufacturing facilities on safety and environment.

36. Significant or material orders passed against the company.

Several creditors have filed winding up petitions with the High Court of Andhra Pradesh and Telangana. However, they don’t have a significant impact on the on-going activities and operations of the company.

During the year under review, there were no significant or material orders passed against the company by regulators/ Courts/Tribunals impacting the going concern status and operations of the company in future.

37. Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, employees, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State Governments, Stock Exchanges and SEBI and other Regulatory Bodies.

For and on behalf of the Board of

Krebs Biochemicals& Industries Limited

Sd/- Sd/-

Avinash Ravi Dr. R T Ravi

Managing Director Chairman & Director

(DIN-01616152) (DIN- 00272977)

Place: Hyderabad

Date: 30.07.2018


Mar 31, 2016

To,

The Members,

The directors submit annual report of Krebs Biochemicals & Industries Limited (the Company) along with the audited financial statements for the financial year ended 31st March 2016.

1. Financial Results ,

(Rs. in lakhs)

Particulars

2015-16

2014-15 (01.10.2014 to 31.03.2015)

Net Sales

15.85

Nil

Other Income

204.82

1.12

Total Income

220.67

1.12

Expenditure

1357.96

490.25

P(L)BDIT

(1137.29)

(489.13)

Loss on sale of Assets

Nil

Nil

PBDIT(After Extra Ordinary Items)

(1137.29)

(489.13)

Finance Charges

73.88

402.85

Depreciation

448.62

187.13

Profit/(Loss) Before Tax

(1659.79)

(1079.11)

Exceptional Items

27.75

295.10

Deferred Tax Asset

Nil

Nil

Taxes of earlier years

Nil

Nil

Net profit/(Loss) after Tax

(1632.04)

(784.01)

Prior Period Adjustments

Nil

Nil

Profit/(Loss) after prior period adjustments

(1632.04)

(784.01)

Add: balance brought Forward

(5447.47)

(4630.79)

Less: Depreciation

Nil

(32.66)

Add: Transferred from Profit & Loss Account

(1632.04)

(784.01)

Balance Carried to Balance Sheet

(7079.52)

(5447.47)

2. Directors’ Comments on Audit Qualification

S. No

Basis of Qualified opinion

Directors’ Comments

1.

Reference is invited to Note No. 14 of the financial statements. The Company''s Non-Current Assets consist of Long Term Trade Receivables of Rs.2,173.82 lakhs and Other Loans and advances of Rs 177.50 lakhs. We are unable to ascertain whether such balances as at balance sheet date are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these receivables are subsequently determined to be doubtful of recovery. Had the Company made a provision for the same, the loss of the period would have been higher by the said amount.

The dues are long pending. The Company has initiated proceedings to recover the said dues and the same are pending. However, the management is also considering the provisioning of the debtors as and when it is deemed necessary.

3. Financial Performance

During the year under review, the Company has posted net sales of Rs. 15.85 lakhs and Rs. 204.82 lakhs as other income. For the FY 2015-16 the company has incurred a loss of Rs. 1632.04 lakhs as against Rs. 784.01 lakhs of the previous accounting year for 6 months ended 31st March 2015.

4. Dividend

On account of losses during the year, no dividend is proposed to be declared for the financial year 2015-16.

5. Operations

During the year complete repairs and maintenance of both plants were undertaken to make plants ready for operations after the long shutdown. Some modernization works were also undertaken to meet the latest pollution control norms and safety regulations. All relevant licenses were renewed. All the pending statutory requirements were addressed. Products range for both plants was established and this will be continuously revived to reflect market conditions. Scale up operations including technology sourcing/development, pilot plant trials and validation trails for the identified products have begun and will reach market commercialization in due course.

6. Issue of Equity Shares

During the year under review, the company has allotted 23,00,000 equity shares to M/s Ipca Laboratories Limited, 600,000 equity shares to M/s Pinky Ventures Private Limited at the Board Meeting held on 9th May 2015. Further, the company has allotted 650,000 equity shares and 680,000 warrants each of which is convertible into equity shares to Mrs. Hemalata Ravi at the board meeting held on 3rd October 2015. As a result of this, the issued, subscribed and paid-up capital of the company has increased from 9.51 crores to 13.06 crores in the financial year 2015-16.

7. Ipca Laboratories Limited

During the year, Ipca Laboratories Limited has given open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the shareholders of the company at Rs. 54/- per share and acquired 100 shares.

Your company has allotted 23,00,000 equity shares on preferential basis to Ipca Laboratories Limited at the board meeting held on 9th May 2015.

As on 31st March 2016, Ipca Laboratories Limited holds 41,00,100 equity shares which is 31.38% in your company. As a result, your company is an Associate Company of Ipca Laboratories Limited.

8. Events subsequent to the financial results

a) Allotment of Shares pursuant to conversion of warrants:

Your company has allotted 680,000 warrants each of which is convertible into equity shares of Rs. 10/- each at the board meeting held on 3rd October 2015 and at the board meeting held on 28th May 2016 the warrants were converted into 680,000 shares of Rs. 10/- each. As a result, the issued, subscribed and paid-up capital of the company as on date is Rs. 13,74,42,860 comprising of 1,37,44,286 shares of Rs. 10/- each.

b) Shifting of Registered Office from the State of Telangana to the State of Andhra Pradesh. The Board of Directors at their meeting held on 3rd October 2015 approved relocating the registered office and the notice of postal ballot for obtaining the approval of members of the Company for the proposed relocation. The results were submitted by Mrs. Jhansi Laxmi, Scrutinizer for the postal ballot process, on 9th November 2015 and the resolution was declared as passed at the meeting by the Chairman of the Board.

The Company has filed petition with the Central Government, for the proposed relocation of the registered office on 9th December 2015 and the Central Government, represented by the Regional Director (South East Region) on its Order dated 14th July 2016, has allowed the relocation of the registered office of the company from Hyderabad, State of Telangana to Vishakapatnam, State of Andhra Pradesh. The Corporate Office of the Company shall continue to be situated at Hyderabad.

9. Statutory Auditors

The members at their 21st Annual General Meeting held on 31st December 2014, approved the appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking members'' ratification on appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company for the financial year 2016-17 is included at Item No.3 of the notice convening the Annual General Meeting.

10. Internal Auditors:

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s Palesetti & Co, Chartered Accountants, Eluru, Andhra Pradesh, as Internal Auditors of the Company for the Financial Year 2016-17 at their meeting held on 28th May 2016.

11. Directors and Key Managerial Personnel

The Board of Directors at their meeting held on 12th February 2016 has inducted Mr. Manish Jain (DIN- 01856146) and Mr. E J Babu (DIN- 06759124) as Nominee Directors, nominated by Ipca Laboratories Limited and Mr. R K P Verma (DIN- 02166789) as Additional Independent Director w.e.f. 12th February 2016.

The approval of the members is sought for the appointment of aforesaid directors as resolution nos. 4, 5 & 6 in the notice convening the meeting.

A brief profile of the directors seeking appointment is annexed to the explanatory statement to the notice of the meeting.

During the year, the non-executive directors of the company had no pecuniary relationship or transactions with the company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

The Company has also received the declarations under Section 149 (6) of the Companies Act, 2013, from the independent directors that each of them meets the criteria of independence and there has been no change in the circumstances which may affect their status as independent directors during the year.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial

Personnel of the Company are-

Mr. Avinash Ravi, Managing Director,

Mr. C V R S N Kumar - Chief Financial Officer and

Ms. Haritha Varanasi - Company Secretary, who were appointed at the Board Meeting held on 13th August 2015 and at the 23rd Annual General Meeting held on 29th September 2015, the members of the Company have approved the appointment of Mr. Avinash Ravi as Managing Director of the Company for a period of 3 (three) years from 13th August 2015.

12. Board Meetings

During the financial year 2015-16, six meetings of the Board were held. For details of the meetings of the board, please refer to the corporate governance report which forms part of this report.

13. Suspension of trading in National Stock Exchange

The trading of shares of the company is currently under suspension in National Stock Exchange of India Limited (NSE). The Company has filed fresh application for revocation of suspension of trading of shares in NSE on September, 2015. The Company has complied with the requirements as per the listing agreement and listing regulations and will continue to be compliant. As on date no queries of NSE are left unanswered and the company is waiting for a conclusive decision from the Exchange.

14. Corporate Social Responsibility

Your Company regards the wider community in which it operates to be an important stakeholder and actively contributes towards its welfare. According to the provisions of Section 135 of the Companies Act, 2013 the company doesn’t fall under the categories of the companies to which the Corporate Social Responsibility is applicable. However, your company feels that making a positive contribution to the local community is the right thing to do and to this end, during the year, has contributed towards one education programme by supporting the education of children who are residing near the Vizag plant premises and one environmental programme by contributing towards the distribution of Solar LED lanterns in rural areas.

15. Quality Initiatives

Your company is committed to the highest levels of quality, robust practices and mature business continuity processes that help in achieving the targets as set by the Company. Your Company is committed to meeting the standards set by the USFDA, WHO-GMP and EDQM certifications. The Company is focusing on continuous improvements on internal operations leveraging best-in class methodologies.

16. 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) has been disclosed in the Corporate Governance Report, which forms part of this report.

17. Board Evaluation

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent directors after taking inputs from the Executive directors.

18. Internal Financial Control Systems and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report which forms part of this report.

19. Audit Committee

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

20. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company . The Secretarial Audit Report is annexed herewith as Annexure- II to the Board''s Report. There are few qualifications in the Secretarial Audit Report.

a) 100% of promoters holding in demat form: As the holding of Dr R T Ravi of 19400 shares and Mrs. Hemalata Ravi of 1000 shares are under legal dispute, the said shares are in physical form and the same are not dematerialized.

b) Listing and Trading Approvals: The Company is yet to obtain listing and trading approvals for the shares allotted on 9th May 2015 & 3rd October 2015 from NSE, since the trading of the Company’s shares is suspended in NSE.

c) Share Application Money: The Company has received share application money from Mrs. Hemalata Ravi for the allotment of 650,000 equity shares and 680,000 convertible warrants. However, due to delay in obtaining the in-principle approval from BSE for the said allotment, the said allotment was made beyond the prescribed period of 60 days, on 3rd October 2015.

d) The Company has appointed Company Secretary, CFO and Internal Auditors during the financial year, on 13th August2015.

21. Transactions with related parties

None of the transactions with related parties are material in nature as per the Related Party Transactions policy adopted by the Company. Information on transactions with related parties are given in Annexure-III in Form AOC-2 and the same forms the part of this report.

22. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

23. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure

- IV in the prescribed Form MGT-9 which forms part of the report.

24. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year;

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

iv) They have prepared the annual accounts on a going concern basis.

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

26. Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All directors, senior management employees and other employees who have access to the unpublished price sensitive information of the company are governed by the Code. During the year under report, there has been due compliance with the code of conduct for prevention of insider trading.

The Board at its meeting held on 23rd May 2015 has adopted the revised code of conduct for prevention of insider trading, pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The said code is available in the company’s website krebsbiochem.com.

27. Energy conservation, technology absorption and foreign exchange earnings outgo.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-V" to this report.

28. Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, employees, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State Governments, Stock Exchanges and SEBI and other Regulatory Bodies.

For and on behalf of the Board of

Krebs Biochemicals & Industries Limited

Sd/- Sd/-

Avinash Ravi Dr. R T Ravi

Managing Director Chairman & Director

(DIN-01616152) (DIN- 00272977)

Place : Hyderabad

Date : 12.08.2016_


Mar 31, 2015

The Directors submit their report for the six months ended 31st March, 2015.

1. Financial Performance:

The key financial summary of your company for the six months period from 1st October, 2014 to 31st March, 2015 is as under:

(Rs. in lakhs)

Particulars 2014-15 2013-14

(01.10.2014 to 31.03.2015 (01.07.2015 to 30.09.2014)

Net Sales Nil Nil

Other Income 1.12 2.13

Total Income 1.12 2.13

Expenditure 490.25 400.47

PBDIT (489.13) (398.34)

Loss on sale of Assets Nil 3.41

PBDIT(After Extra Ordinary Items) (489.13) (401.75)

Finance Charges 402.85 8.41

Depreciation 187.13 Nil

Profit/(Loss) Before Tax (1079.11) (410.16)

Exceptional Items 295.10 15.55

Deferred Tax Asset Nil (39.99)

Taxes of earlier years Nil Nil

Net profit/(Loss) after Tax (784.01) (434.60)

Prior Period Adjustments Nil Nil

Profit/(Loss) after prior period adjustments (784.01) (434.60)

Add: balance brought Forward (4630.79) (4196.19)

Less: Depreciation (32.66) Nil

Add: Transferred from Profit & Loss Account (784.01) (434.60)

Balance Carried to Balance Sheet (5447.46) (4630.79)

2. Directors' Comments on Auditor's Report:

S. No Basis for Qualified Opinion Explanation by the Board

1. Reference is invited to Note 15 of the Financial statements; the The dues are long pending. The Company's Non Current Assets consist of Long term Trade Company has initiated the Receivables of Rs. 2169.80 lacs. We are unable to ascertain appropriate proceedings to whether such balances as at balance sheet date are fully recover the said dues and the recoverable. Accordingly, we are unable to ascertain the impact, same are pending. However, the if any, that may arise in case any of these receivables are management is also considering subsequently determined to be doubtful for recovery. Had the the provisioning of the debtors Company provided provision for the same, the loss for the period as and when it is deemed would have been higher by Rs. 2169.80 lacs necessary.

3. Financial Year of the Company

In order to align with the provisions of the Companies Act, 2013, the Financial year of the Company has been changed as 1st April to 31st March. The Company has declared the Financial results for the 15 months period from 1st July 2013 to 30th September, 2014. Hence, the financials for the FY 2014-15 are declared for 6 months period from 1st October, 2014 to 31st March, 2015.

4. Dividend:

On account of losses during the period, no dividend is proposed to be declared for the financial period 1st October, 2014 to 31st March, 2015.

5. Changes in the Share Capital.

During the period under review, the Authorized share Capital of the Company has been increased from Rs. 10 Crores to Rs. 20 Crores.

6. Events subsequent to the financial results

Your company has allotted 23 lakh equity shares to M/s Ipca Laboratories Limited and 6 lakh equity shares to M/s Pinky Ventures Private Limited on preferential basis subsequent to the date of the financial results. As a result the paid up share capital of the Company is Rs. 12,41,42,860/- comprising of 1,24,14,286 equity shares.

7. Ipca Laboratories Limited

During the period under review, Ipca Laboratories Limited has acquired joint management stake in the Company and also made a public announcement of open offer to the public shareholders of the Company under SEBI(Substantial Acquisition of Shares and Takeover) Regulations, 2011.

8. Statutory Auditors

The shareholders in their meeting held on 31st December, 2014 approved the appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking members' ratification on appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company for the financial year 2015-16 is included at Item No.3 of the notice convening the Annual General Meeting.

9. Internal Auditors

The Board of Directors based on the recommendation of Audit Committee has appointed M/s Palesetti & Co, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for the Financial Year 2015-16.

10. Appointment of Key Managerial Personnel

The Board of Directors at their meeting held on 13th August, 2015 has appointed Mr. Avinash Ravi as Managing Director of the Company w.e.f. 13th August, 2015 for a period of three (3) years up to 12th August, 2018. A resolution seeking the consent of the members for the appointment and remuneration of Mr. Avinash Ravi as Managing Director is included in Item No.5 to the notice convening the Annual General Meeting.

The Board of Directors at their meeting held on 13th August, 2015 also appointed Ms. Haritha Varanasi (ICSI Membership No. A34293) as the Company Secretary of the Company and Mr. CVRSN Kumar as the Chief Financial Officer of the Company w.e.f 13th August, 2015.

11. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-I to the Board's Report. There are qualifications during the period ended 31st March, 2015.

Since the Company was non operational during the period, the Company was not in a position to appoint the CS, CFO and Internal Auditors and the non-executive directors in the Board.

However, subsequently the Company has appointed them at the Board Meeting held on 13th August, 2015 and is in compliance with the constitution of Board with required Executive, Non-Executive and Independent Directors.

12. Corporate Social Responsibility:

Your Company doesn't fall under the category of companies to which the Corporate Social Responsibility is applicable.

13. Risk Management :

During the period under review, your Company doesn't fall under the category of companies to which the Risk Management Committee is mandatory as per clause 49 of the Listing Agreement.

14. Directors:

The Board of Directors has appointed Mr. Satish Khivsara, as an Additional Director of the Company at their meeting held on 13th August, 2015, who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of the Nomination & Remuneration Committee considered the appointment of Mr. Satish Khivsara as an Independent Director subject to approval of the shareholders. Accordingly, a resolution seeking approval of the members for his appointment as an Independent Director for a period of 5 years is included in Item No. 4 of the Notice convening the Annual General Meeting.

During the period under review, the Board of Directors has appointed Mrs. Tangirala Malati as an Independent Director on 13th February, 2015. The members have approved the appointment of Mrs. Tangirala Malati at the Extra-Ordinary General Meeting held on 11th March, 2015.

During the period under review, Mr. R. Ch. Satyanarayana has resigned from the office of the Director w.e.f. 13th December, 2014.

Mr. Avinash Ravi is being appointed as the Managing Director of the Company. The Board of Directors at their meeting held on 13th August, 2015 has approved the appointment of Mr. Avinash Ravi as approved and recommended by the Nomination and Remuneration Committee. The approval of the members is sought for the said appointment of Mr. Avinash Ravi as Managing Director of the Company as Resolution Item No. 5 in the Notice to the 23rd Annual General Meeting.

Every Independent Director, at the first meeting of the Board of Directors in which he participates as a Director and thereafter at the First Meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.

A brief profile of the Directors of the Company is annexed herewith as Annexure- II to this report.

15. Board Meetings and Committees thereof:

The Board of Directors duly met Four (4) times on 28.11.2014, 13.12.2014, 13.02.2015 and 31.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The details of the Committees and their constitution and meetings held is provided in the Corporate Governance Report.

16. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

17. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their Knowledge and belief and according to the information and explanation obtained, your Directors confirm:

i. That in the preparation of the financial statements for the period under review, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 true and fair view of the Company at the end of the period ended 31st March, 2015 and of the profit and/or loss of the Company for the period.

iii. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The accounts are prepared on a going concern basis. The properties and assets of the Company are adequately covered by insurance policies.

v. that your 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; and

vi. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any in the Company. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company www.krebsbiochem.com.

19. Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The Code sets the duties of Independent Directors as prescribed under the Companies Act, 2013. The Board of Directors and senior management personnel of the company adhere to the code of conduct . A declaration pertaining to the compliance of code of conduct signed by the Managing Director forms part of the Corporate Governance Report.

20. Prevention of Insider Trading.

The Company has adopted code of conduct for prevention of Insider Trading and code of fair disclosure of unpublished price sensitive information as per the SEBI(Prohibition of Insider Trading) Regulations, 2015. All the Directors, Senior Management employees and other employees who are having access to the unpublished price sensitive information are governed by the code of conduct.

21. Related Party Transactions:

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

As a part of the Related Party Transactions Policy, all related party transactions will be placed before the Audit Committee and also the Board for approval. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company www.krebsbiochem.com.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is herewith annexed as Annexure-III to this report.

22. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV to this report.

23. Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as "Annexure V" to this report.

24. Particulars of Employees:

As required under the provisions of Section 197 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company is drawing salary of more than 60 lakhs per financial year or 5 lakhs per month, as the case may be for the period ended 31st March, 2015.

25. Corporate Governance:

The Company has been making every endeavor to bring more transparency in the conduct of the business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the period 2014-15 and a Certificate from the Auditors of the Company are furnished and forms part of this report.

26. Human Resources:

Your Company takes utmost care to attract and retain efficient employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees and the management is the driving force behind the Company's vision. The employees have resumed their duties after the lay off and strike. The company has paid bonuses for the employees who have joined back their duties. Your Company appreciates the spirit of its dedicated employees.

27. Energy Conversation, technology absorption and foreign exchange earnings outgo.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-VI" to this report.

28. Acknowledgments:

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State Governments, Stock Exchanges and SEBI and other Regulatory Bodies.

For and on behalf of the Board

Krebs Biochemicals & Industries Limited

Sd/-

Avinash Ravi

Managing Director (DIN-01616152)

Place : Hyderabad Date : 13.08.2015


Sep 30, 2014

Dear Members,

The Directors have pleasure in presenting the 22ndAnnual Report together with the Audited Accounts of your company for the period July 1,2013 to September 30, 2014.

Financial Results Rs. in lacs

Particulars 01.07.13 - 01.04.12 30.09.14 -30.06.13 Net Sales NIL 1,144.90

Other Income 2.13 614.17

Total Income 2.13 1,759.07

Expenditure 400.47 2,462.80

PBDIT (398.34) (703.73)

Loss on Sale of Assets 3.41 NIL

PBDIT (after Extra (401.75) (703.73) Ordinary Items)

Finance Charges 8.41 62.92

Depreciation NIL 827.64

Profit / (Loss) before (410.16) (1,594.29) Tax

Exceptional Items 15.55 -

Deferred Tax Asset (39.99) 74.02

Taxes of earlier years NIL NIL

Net Profit / (Loss) after (434.60) (1,520.27) Tax

Prior period adjustments NIL NIL

Profit after prior period (434.60) (1,520.27) adjustments

Add : Balance brought forward (4,196.19) (2,675.91)

Less : Transferred to General NIL NIL Reserve Balance Carried to balance sheet (4,630.79) (4,196.18)

Overall Performance:

The total income of the company during the fifteen months period from July 1, 2013 to September 30, 2014 is Rs.2.13 lacs with no sales income compared to the previous accounting period year amounting to Rs. 1,759.07 lacs. There is a net loss of Rs.434.60 lacs for the current accounting period July 1, 2013 to September 30, 2014 as against a net loss of Rs.1,520.27 lacs for the accounting period 2012-13. The steep drop in income is attributed to the continuing closure of both the plants on account of lock out in Unit I and lay off in Unit II.

The company is undertaking a financial restructuring to revive the operations. The secured Debt of IDBI and Exim Bank were taken over by Edelweiss Asset Reconstruction Company and entered in to a Settlement agreement for the debt of Exim Bank and negotiating for settlement agreement for the debt of IDBI Bank. The secured debt of Syndicate Bank, Andhra Bank and J & K Bank have been assigned to Pinky Ventrures Pvt. Ltd. Pinky Ventures Pvt. Ltd are negotiating for assignment of debt of United Bank of India in their favour.

Dividend :

No Dividend is proposed to be declared for the financial period July 1, 2013 to September 30, 2014. Taxation :

No Income Tax is applicable for the financial period under review. Deferred Tax Liability of Rs.39.99 lacs are adjusted in the current Financial period.

Equity Capital :

The equity capital remains unchanged during the period July 1, 2013 to September 30, 2014.

Board of Directors :

Mr. Avinash Ravi, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Sri China Satyanarayna Ravi was appointed as an Additional Director of the Company with effect from 13th August, 2014. The Company has received notice from a member proposing to appoint Sri China Satyanarayana Ravi as Director of the Company.

Sri G. V. L. Prasad was appointed as an Independent Director under the erstwhile Companies Act, 1956 as Director of the Company liable to retire by rotation. Consequent to enactment of Companies Act, 2013 (effective from 1st April, 2014) and subsequent circulars and notifications issued by the Ministry of Corporate Affairs the aforesaid Director is being appointed as Director not liable to retire by rotation and to hold office for a period of 5 years upto 31st December, 2019.

The Board of Directors in their meeting held on 28.11.2014 decided to re appoint Mr. Avinash Ravi as the Whole Time Director of the Company with effect from 1st February, 2015 on the terms and conditions mentioned in the resolution set out in the Notice.

Further it is informed to the Members that Mr. P.Nagaraju, IDBI nominated Director, Ms. Dayachandrahas, EXIM Bank nominated Director and Mr. K.Rajendra Prasad, APIDC nominated Director have resigned from the Board. Accordingly, your Board of Directors extend their sincere regards for the contribution of Mr. P.Nagaraju, Ms. Dayachandrahas and Mr. K.Rajendra Prasad during their tenure as Nominee Directors and wished them the best in their future endeavour.

Directors Responsibility Statement :

Your Directors confirm in terms of Sec 217(2AA) of the Companies Act, 1956 on the basis of the documents and information available to them that:

a) There has been no material departure from accepted accounting standards in the preparation of financial statements presented to you.

b) The Directors have chosen only accepted accounting policies and have applied them consistently. The judgements and estimates made by them are prudent and reasonable to give a true and fair view of the state of affairs of the company as on 30th September, 2014 and of the results of operations for the financial year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the requirements of the Companies Act, 1956 and to safeguard the assets of the company and to prevent and detect any irregularities and frauds.

d) The accounts presented are prepared on a going concern basis. The properties and assets of your company are adequately covered by insurance policies.

Auditors :

M/s. Pavuluri & Co., the Statutory Auditors of the company hold office until the conclusion of the 22nd Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for the appointment and intimated their consent and willingness for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act'' 2013 and the Rules framed there under. It is proposed to appoint M/ s. Pavuluri & Co., as Statutory Auditors of the company from the conclusion of the 22nd Annual General Meeting till the Conclusion of 27th Annual General Meeting to be held in the year 2019, Subject to ratification of the Statutory Auditor''s appointment at the subsequent Annual General Meetings.

Directors Comments on Auditors Report :

Sl. Basis for Qualified Opinion Explanation by the Board

No.

1. Reference is invited to Note 15 of the financial Due to the prevailing recessionary trend in the industry statements; the Company''s Non Current Assets in the last 5 to 6 years, coupled with stoppage of consist of Long Term Trade Receivables of Rs. operations and unable to supply the materials 2,159.65 lacs. We are unable to ascertain whether continuously significant portion of trade receivables such balances as at balance sheet date are fully remain uncollected. The management is of the opinion recoverable. Accordingly, we are unable to ascertain that no provision is necessary during the year against the impact, if any, that may arise in case any of these the above amount as the company is pursuing the matter. receivables are subsequently determined to be The management is putting efforts in collecting such doubtful of recovery. Had the Company provided overdue trade receivables over a period of time and provision for the same, the loss for the period would hence no provision has been made. have been higher by Rs. 2,159.65 lacs.

2. Reference is invited to Note 11 of the financial Since the Term Loans are being taken over and assigned statements; the company has not provided the interest to Non banking Finance Companies, and being entered on Term Loans and Working Capital Loans for the in to settlement agreements with these companies, the current accounting period. Accordingly, the loss for company has not provided the interest on term loans the period would have been higher by Rs. 650.86 lacs. and working capital loans w.e.f. July 1,2013.

3. The company has not provided the depreciation for Due to stoppage of operations of both the plants during the accounting period from 1st July, 2013 to 30th the current accounting period on account of the September, 2014 since the assets are not put to use employees at Unit II have been laid off as per law and due to the closure of Nellore plant on account of Unit I was locked out due to illegal striking by employees, lockout due to labour strike and Vizag plant on account the depreciation on the assets of Unit II and unit I was of Lay Off. Had the company provided provision for not provided as these assets were not put to use.

the same, the loss for the period would have been higher by Rs.1,184.38 lacs.

Management Discussion and Analysis:

A report on the Management Discussion and Analysis is provided as part of this Annual Report. Corporate Governance and Shareholders'' information:

A report on Corporate Governance is provided as part of this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange:

Particulars required under Section 217(1) (e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I attached and forms part of this Report.

Employee Relations:

Due to the unfortunate situation where the products manufacturing could not happen due to the power shortage the employees at Unit II had been laid off as per law. Despite their huge contribution to the company the company was left with no choice but to take the above action. Also Unit I where the employees were illegally striking was locked out and all contract manufacturing activity also stopped from August 2013. Once the financial restructuring is undertaken, efforts will be made to resolve the issues with the employees and restart the operations.

Human Resources:

None of the persons employed during the financial year under review is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Social Responsibility:

Due to complete stoppage of all operations at both the plants, the company''s on going programme. As a responsible partner of society your company continues to participate in of corporate social responsibility have to a stop. We hope to reengage and resume such efforts once the operations come back to normalcy. Acknowledgement:

We extend our appreciation and thanks to our customers, suppliers and investors for their support. We are also grateful for the continued cooperation extended by the Financial Institutions, Banks and Government Authorities to the company. The Board is most appreciative of the dedication and commitment extended by its employees at all levels and their contribution to the company despite the serious crisis faced by the company.

For and on behalf of the Board of M/s. Krebs Biochemicals and Industries Limited

Sd/- Place: Hyderabad (Dr. R.T.Ravi) Date: 28.11.2014 Chairman & Managing Director


Mar 31, 2010

The Directors have the pleasure in presenting the 18th Annual Report together with the Audited Accounts of your company for the year ended March 31, 2010.

Financial Results : Rs. in lacs

Particulars 2009-10 2008-09

Net Sales 4,623.38 5,119.78

Other Income 2.91 3.82

Total Income 4,626.29 5,123.60

Expenditure 4,208.28 4,391.45

PBDIT 418.01 732.15

Obsolete Stocks Written off NIL 3,532.09

Loss on Sale of Assets 207.94 NIL

PBDIT (after Extra Ordinary Items) 210.07 (2,799.94)

Finance Charges 690.23 599.81

Depreciation 987.88 954.10

Profit / (Loss) before Tax (1,468.04) (4,353.85)

Deferred Tax Asset 901.25 93.36

Fringe Benefit Tax NIL 2.31

Net Profit / (Loss) after Tax (566.79) (4,262.80)

Prior period adjustments 7.90 1.46

Profit after prior period adjustments (574.69) (4,264.26)

Add : Balance brought forward (7,259.18) (2,994.92)

Balance Carried to balance sheet (7,833.87) (7,259.18)

Overall Performance:

The Turnover of the company during the Financial year 2009-10 has come down by 9.70% compared to previous year. This reduction is mainly on account of the fact that there were no revenues from Unit I combined with reduction in sales of Lovastatin. The bottom line i.e. gross contribution remained constant owing to cost control measures implemented during the year.

Dividend :

No Dividend is proposed to be declared for the financial year 2009-10.

Taxation:

No Income Tax is applicable for the financial year under review. There is no provision for Fringe Benefit Tax as it has since been withdrawn.

Equity Capital:

The equity capital remains unchanged during the Financial Year 2009-10.

Board of Directors:

Dr T Kuchroo Independent Director and Mr Avinash Ravi Whole time Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. K.S.S. Prasad, Nominee Director, Small Shareholders submitted his resignation as Director due to his personal reasons. The Board accepted the resignation after acknowledging and thanking him for his valuable contribution to the working of the Board and the Company.

Directors Responsibility Statement:

Your Directors confirm in terms of Sec 217(2AA) of the Companies Act, 1956 on the basis of the documents and information available to them that:

a) There has been no material departure from accepted accounting standards in the preparation of financial statements presented to you.

b) The Directors have chosen only accepted accounting policies and have applied them consistently. The judgements and estimates made by them are prudent and reasonable to give a true and fair view of the state of affairs of the company as on 31st March, 2010 and of the results of operations for the financial year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the requirements of the Companies Act, 1956 and to safeguard the assets of the company and to prevent and detect any irregularities and frauds.

d) The accounts presented are prepared on a going concern basis. The properties and assets of your company are adequately covered by insurance policies.

Auditors:

M/s Pavuluri & Co, Chartered Accountants are the Statutory Auditors of the company and they retire at this Annual General Meeting and being eligible offer themselves for reappointment.

Management Discussion and Analysis :

A report on the Management Discussion and Analysis is provided as part of this Annual Report.

Corporate Governance and Shareholders information:

A report on Corporate Governance is provided as part of this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange:

Particulars required under Section 217(1 )(e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I attached and forms part of this Report.

Employee Relations:

The Directors are happy to report that the company has cordial relations with its employees. In spite of many difficulties, the employees have been cooperating with the management and enthusiastically offering their services as required by the management. Your Directors extend thanks to all of them.

Human Resources:

None of the persons employed during the financial year under review is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975.

Social Responsibility:

As a responsible partner of society your company continues to participate in social welfare activities in the villages with in the vicinity of its operating units. Primary Education, local health and eradication of Child Labour are the key areas that we support in this ongoing effort.

Acknowledgement:

We extend our appreciation and thanks to our customers, suppliers and investors for their support. We are also grateful for the continued cooperation extended by the Financial Institutions, Banks and Government Authorities.The Board is most appreciative of the dedication and commitment extended by its employees at all levels and their contribution to the company.

For and on behalf of the Board of Directors

Sd/-

Place : Hyderabad (Dr. R.T.RAVI)

Date : 21.07.2010 Chairman & Managing Director

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