Home  »  Company  »  Saamya Biotech (Indi  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Saamya Biotech (India) Ltd.

Mar 31, 2015

The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 31stMarch, 2015.

(In Rupees)

Particulars 2014-15 2013-14

Total Income 28,79,51,627.00 13,36,57,920.00

Expenditure 28,53,18,453.00 13,09,48,191.00

Operating Profit / (Loss) 26,33,173.00 27,09,729.00

Depreciation 99,61,006.00 11,84,728.00

Provision for Tax (5,39,937.00) 5,71,732.00

Net Profit / (Loss) (67,87,895.00) 9,53,270.00

DIVIDEND:

To maintain liquidity, your Directors have not recommended any dividend for the reporting period.

MANAGEMENT DISSCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES:

The company has no subsidiaries:

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits during the year within the meaning of Section 76 of the Companies Act, 2013 and the Rules made there under.

DIRETORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Clause (c) of Subsection (3) of Section 134 of the Companies Act, 2013, the directors hereby confirm that:

- In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

- The Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

- The Directors had 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 frauds and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis.

- The Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

- The Directors had devised proper systems to ensure the compliance of all applicable laws and that such systems were adequate and operating effectively

CORPORATE GOVERNANCE:

Corporate governance, as required under amended Clause 49 of the listing Agreement with the Stock Exchanges, a Certificate of Compliance of Corporate Governance from the company secretary in whole time practice is annexed and forms part of this Directors Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website: www.saamyabiotech.com

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company managers, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Y. Manivardhan Reddy designated as MD & CEO, Dr. Y. Sonia Reddy desginated as Chairman & CFO as per section 203 of Companies Act 2013 & the Company is in the process of appointing a qualified member of ICSI as company secretary. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Company had engaged consultant for looking at the best practices prevalent in the industry and advising with respect to evaluation of Board members. On the basis of recommendations of the consultants and the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company: www.saamyabioech.com The following policies of the Company are attached herewith marked as Annexure IIIA and Annexure IIIB:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

M/s. P. Murali & Co, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. S. Chidambaram, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors and Executive Directors of which majority of them are independent. All the recommendations made by the Audit Committee were accepted by the Board. For complete information please refer report on Corporate Governance which forms part of this Annual Report Meetings of the Board Six Meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULRS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year your company did not make any Investments, give Loans and Provide Guarantee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There are No employees who fall within the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers for and on behalf of the Board of Directors.

By Order of the Board

Dr. Y. Manivardhan Reddy Managing Director

Place: Hyderabad

Date:05.09.2015


Mar 31, 2014

The Members,

SAAMYA BIOTECH (INDIA) LIMITED

The Directors have pleasure in presenting the 12th Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

The performance of the company during the period under review is as follows:

(In Rupees) Particulars 2013 - 2014 2012 - 2013

Total Income 13,36,57,920.00 2,98,24,673.00

Expenditure 13,09,48,191.00 3,31,73,964.00

Operating Profit / (Loss) 27,09,729.00 (33,49,291.00)

Depreciation 11,84,728.00 7,15,215.00

Provision for Tax 5,71,732.00 (65,155.00)

Net Profit / (Loss) 9,53,270.00 (39,99,352.00)

During the period under review, the Company has focused on its projects with revised plans and your Directors assure you to continue the same in the future.

DIVIDEND

Due to inadequacy of profits, the Board could not recommend dividend during the year under review.

BIOTECH PROJECT, HYDERABAD

Your Company chose not to seek disbursement of the loan sanctioned by Indian Overseas Bank for biotech project in Hyderabad as the interest rate is very high and is not viable in the present global scenario and economic downslide on all fronts. Instead your company chose alternative funding through FCCB / ECB for implementation biotech project at Hyderabad. As soon as the funds are received the construction of manufacturing facilities will be completed.

FCCB ISSUE:

The Company efforts with reference to issuing of Foreign Currency Convertible Bonds (FCCBs) to raise the funds to the tune of USD 40 Million to fund implementation and expansion in India and Malaysia are continuing. Due to global recession and economic slow-down the issue is not take place, once the market stabilized the issue will be in place.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Sec- tion 58A of the Companies Act, 1956.

EMPLOYEE PARTICULARS

None of the employees is in receipt of remuneration exceeding the limit and whose particu- lars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material depar- tures.

ii. We have selected appropriate accounting policies and applied them consistently and have 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 on 31st March 2014 and of the profit of the company for the financial year ended 31st March 2014.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregulari- ties; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

CODE OF CONDUCT

Pursuant to the Listing Agreement entered into by the company with the Bombay Stock Exchange Limited & Madras Stock Exchange Limited, a declaration declaring that all the members of the Board and the Senior Management Personnel of the company have af- firmed compliance with the Code of Conduct of the Company is forming part of the Corpo- rate Governance Report attached herewith.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is in compliance with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Ex- changes. A separate section on Corporate Governance, Management Discussion and Analy- sis together with a certificate from the Statutory Auditor''s confirming compliance is set out in the Annexure forming part of this report.

CEO/CFO CERTIFICATION

The Board has recognized Managing Director of the Company as CEO for the limited purpose of Compliance under the Listing Agreement. The CEO has certified, in terms of revised clause 49 of the listing agreement, to the Board that the financial statements present a true and fair view of the company''s affairs and are in compliance with existing accounting standards, internal control and disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on ''Management Discussion and Analysis'' (MDA), pursuant to Clause 49 of the Listing Agreement forms part of this Annual Report.

STOCK EXCHANGES

Company''s present Equity shares are listed in Bombay Stock Exchange Limited and Ma- dras Stock Exchange Limited, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2014-15.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company also has internal Audit system commensurate with its size and nature of business. The Company has adequate internal control systems and procedures in all op- erational areas and at all levels – equipments procurement, finance, and administration, marketing and personnel departments. The Audit Committee reviews the internal audit reports and the adequacy of internal controls from time to time.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (E) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

All necessary measures for conservation of energy are taken by the company.

(b) Research and Development and Technology Absorption:

No research and Development has been carried out.

(c) Foreign Exchange Earnings & Outgo:

(i) Foreign exchange earnings : NIL

(ii) Foreign Exchange out go : NIL

PERSONNEL

Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co- operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited, Madras Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant con- tributions made by all the employees for their dedicated services to the Company.

On behalf of the Board

Place: Hyderabad Dr. Y. Manivardhan Reddy Dr. Y. Sonia Reddy Date: 1st September 2014 Managing Director Chairman & Joint Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 10th Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

The performance of the company during the period under review is as follows:

(In Rupees)

Particulars 2011 - 12 2010 - 11

Total Income 237,292,516 162,837,359

Expenditure 233,030,571 160,200,605

Operating Profit 4,261,945 2,636,754

Less: Depreciation 721,733 718,157

Less: Provision for Tax 1,035,950 653,723

Net Profit (after deferred tax provision) 2,786,789 882,166



Your company has recorded a gross turn over of Rs. 232,937,467 for the year ended 31st March, 2012 against a gross turn over of Rs. 169,348,712 last year. This net profit figure has grown up to Rs. 2,786,789 for the financial year under review as compared to Rs. 882,166 for the last financial year.

This growth has been made possible by the unending tireless efforts of top management along with many supporting disciplines. During the period under review, the Company has focused on its projects with revised plans and your Directors assure you to continue the same in the future,

DIVIDEND

Due to inadequacy of profits, the Board could not recommend dividend during the year under review.

JOINT VENTURE AGREEMENT

Your Company has entered into a joint venture to set up manufacturing plant with Perak Bio Corporation Sdn. Bhd. (PBC), a Perak State Govt. agency with equity participation from the Perak State Govt. firm. With the Government of Perak State in Malaysia, your company is jointly making efforts to source the

required funds for implementation of the project and once the financial closure is completed the construction of manufacturing plant will commence.

BIOTECH PROJECT, HYDERABAD

Your Company chose not to seek disbursement of the loan sanctioned by Indian Overseas Bank for biotech project in Hyderabad as the interest rate is very high and is not viable in the present global scenario and economic downslide on all fronts. Instead your company chose alternative funding through FCCB for implementation biotech project at Hyderabad. As soon as the FCCB funds are received the construction of manufacturing facilities will be completed.

FCCB Issue:

The Company efforts with reference to issuing of Foreign Currency Convertible Bonds (FCCBs) to raise the funds to the tune of USD 40 Million to fund implementation and expansion in India and Malaysia are continuing. The prospectus has been filed with Luxemburg Stock Exchange and the same is approved by the exchange. But due to global recession and economic slow- down the issue is not take place, once the market stabilized the issue will be in place.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

EMPLOYEE PARTICULARS

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 2011.

DIRECTORS

Dr. P. Naveen Chander Reddy, Director, whose period of office determined by rotation is due to retire at this Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have 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 on 31st March 2012 and of the profit of the company for the financial year ended 31st March 2012.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis.

v. The delay in depositing statutory dues including Income Tax, Cess and any other statutory dues with the appropriate authorities because your company not availed the loan sanctioned by Indian Overseas Bank and delay in obtaining required funding through FCCB due to global recession and economic slow-down.

vi. The advance given to Maanya Biotech Limited is considered good and your company will get back the money within a short while or when time comes we could convert this against the Engineering and R&D services would require for our project.

CODE OF CONDUCT

Pursuant to the Listing Agreement entered into by the company with the Bombay Stock Exchange Limited, a declaration declaring that all the members of the Board and the Senior Management Personnel of the company have affirmed compliance with the Code of Conduct of the Company, is forming part of the Corporate Governance Report attached herewith.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

CEO/CFO CERTIFICATION

The Board has recognized Managing Director of the Company as CEO for the limited purpose of Compliance under the Listing Agreement. The CEO has certified, in terms of revised clause 49 of the listing agreement, to the Board that the financial statements present a true and fair view of the company's affairs and are in compliance with existing accounting standards, internal control and disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on 'Management Discussion and Analysis' (MDA), pursuant to Clause 49 of the Listing Agreement forms part of this Annual Report.

STOCK EXCHANGES

Company's present Equity shares are listed in Bombay Stock Exchange Limited and Madras Stock Exchange, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2012-13.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company also has internal Audit system commensurate with its size and nature of business. The Company has adequate internal control systems and procedures in all operational areas and at all levels - equipments procurement, finance, and administration, marketing and personnel departments. The Audit Committee reviews the internal audit reports and the adequacy of internal controls from time to time.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (E) OF THE COMPANIES ACT, 1956 (a) Conservation of Energy:

All necessary measures for conservation of energy are taken by the company.

(b) Research and Development and Technology Absorption:

No research and Development has been carried out.

(c) Foreign Exchange Earnings & Outgo:

(i) Foreign exchange earnings : Rs. 8,98,59,005/-

(ii) Foreign Exchange out go : Rs. 5,68,199/-

towards foreign Travel.

PERSONNEL

Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

On behalf of the Board

Place: Hyderabad

Date: 31st August, 2012 Dr.Y. Sonia Reddy

Chairman & Joint Managing Director

Dr. Y. Manivardhan Reddy

Managing Director

 
Subscribe now to get personal finance updates in your inbox!