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Directors Report of Transgene Biotek Ltd.

Mar 31, 2015

Dear Members

The Directors invite you to the 25th Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2015 along with the Auditor's Report thereon.

Financial Results :

(Rs. in Lakhs)

Particulars 2014-15 2013-14

Total Income 33.27 178.11

Operational, Administration and other expenses 1946.22 2002.42

Gross Operating Profit (1912.94) (1824.31)

Interest and Financial Charges 35.97 0.48

Forex Gain/Loss 0.00 0.00

Depreciation 1718.05 1721.55

Profit before Tax/Loss (1913.55) (1819.10)

Provision for Tax 0.00 0.00

Net Profit (1913.55) (1819.10)

OPERATIONS

The total turnover of the company for the year ended 31st March, 2015 amounted to Rs. 33.27 Lakhs as against Rs.178.11 Lakhs in the previous year. The company incurred a net Loss of Rs. 1913.55 Lakhs for the year as against a loss of Rs.1819.10 Lakhs in the previous year.

Review and results of operations

As can be seen, although we started the production of DHA at the purpose built cGMP compliant biologics manufacturing facility at our partner's plant in our vicinity, we are facing tough challenges in pushing the product into markets in spite of the quality of the product produced being consistently good, possibly due to our inability to campaign and undertake certain strategic marketing activities. We are hampered by our inability to raise any finances for marketing operations due to adverse impact from the unfortunate SEBI order passed last year on the Directors and promoters.

The operations of the company have been severely impacted to a significant level due to lack of financial support following the SEBI interim order on the Directors and promoters of the company in November 2014. This matter is being addressed through available legal channels.

Likewise, operations of the company have been impacted due to lack of sufficient financial support from banks and institutions as a result of adverse impact from SEBI order. The management is trying hard to overcome such challenges through available means at its disposal.

The management has been continuing its efforts to probe further into the GDR issue and making lot of efforts to recover the funds transferred illegally from its accounts at Investec bank, Zurich and from the account of its subsidiary Transgene Biotek HK Ltd at Standard Chartered Bank, Singapore. These are in addition to the steps taken to recover from the Indian entities who organized the creation of forged documents used in the said illegal transfer of funds from its accounts.

Projects and products

DHA: As reported already, production of DHA is continuing but at a much lower pace at our partner's facility Rampex Labs Pvt Ltd.

Other projects: All other projects in this division are put on hold till the prevailing adverse impact from SEBI order and working capital problems are overcome.

BIO-INNOVATIONS

The entire division of bio-innovations has been adversely impacted in its progress due to the company's inability to raise financial resources at this crucial period of the product and technology development.

TrabiORAL™ - Oral delivery of protein and peptide drugs

TrabiORALTM technology continues to hold tremendous opportunity and continues to advance albeit on a much slower pace due to prevailing financial challenges.

ONCOLOGY

The entire oncology division has been adversely impacted due to lack of sufficient financial support at this crucial juncture of product development.

TBL-0306 a monoclonal antibody drug has almost come to a standstill due to lack of funding support for advancing to the next stage of studies.

RNAi DRUGS

As in the case of monoclonal antibody drugs, there has been a real challenge to push through RNAi drugs although these molecules hold a tremendous potential. It requires continuous funding support which is lacking at present to exploit such a potential.

TBL-0404 Liver Cancer Drug

Transgene's patented and proprietary AAV genetically modified delivery system.TBL-0404 is advancing well among cancer projects division.

TBL-0905 Breast Cancer Drug

Since the delivery system being the same as for TBL 0404, the management has decided to keep this drug development on hold till the other RNAi drug reaches a next critical inflection point in the drug development cycle.

Intellectual property and patents: All the patents filed so far are reaching national level stages. The management is happy to report that siRNA drug against Liver cancer is tentatively approved for USA patent and the management is taking steps to conclude the final steps in securing it. As reported regularly, Transgene as a research-based biotechnology company, we continue to focus on innovation and shall continue to priortise the available sparse resources in developing innovative drugs.

Though Al we believe that our patents provide certain protection from competition, we caution that such patents may not be of substantial protection or of commercial benefit to us and they may not afford us adequate protection from competing products, or they will not be challenged or declared invalid in future.

Employee: The management is trying to manage the available financial resources consolidating the strength of existing employees with a view to create value that benefits the company and employees alike.

DIVIDEND

Your Directors are unable to recommend any dividend since the company has not made any profits.

GROWTH PLANS AND OUTLOOK AT TRANSGENE

The adverse impact of SEBI order on the board of Directors and promoters of the company has put your company in a challenging position and the management is trying hard to overcome all those challenges and rediscover the path of development. The management is exploring various opportunities and possibilities in overcoming those challenges and put the strong product development cycle on a sound footing so as to complete the development of each product to its objective. Since the data generated is getting more robust as more studies are conducted, it only reinforces the novelty, inventiveness and value accrued in each product as we move into future with the company. Your management is exploring various possibilities to 'reinvent' the progress on various products under development with significant inherent value.

Subsidiary Company

There are no activities undertaken at the subsidiary during the year 2014-15.

As on March 31,2015, TBL HK Limited remains as the wholly owned subsidiary of the Company. In terms of the Section129 of the Companies Act, 2013 the Balance Sheet, Profit and Loss Account and other documents of this company is attached with the Balance Sheet of the Company. A statement pursuant to Section 129, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-1 is attached as "Annexure - A"

Regarding the irregularities identified in the earlier years pertaining to GDRs and the monies routed through Transgene Biotek HK, the management has appointed a law firm in Singapore for recovery of funds routed through the subsidiary but not accounted for properly.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure B".

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as part of this Annual Report as "Annexure - C". Certificate from the Statutory Auditors of the company M/s. Gopal & Rajan, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as Stipulated under Clause 49 of the Listing Agreement is included as part of this report as "Annexure D"

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fee for the year 2014-15 to BSE where the Company Shares are listed.

DEMATERIALISATION OF SHARES

85.75% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 14.25 % is in physical form. The Company's Registrars are M/S Big Share Services Pvt Ltd, 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana-500 082.

Number of Board Meetings held

The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March the details of which are furnished in the report on Corporate Governance.

Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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

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

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

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Appointment of Independent Directors

Your Directors state that Ms. Sujana Kadiam who has been appointed as Independent Woman Director possesses appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at its Board Meeting. As per the policy, the management continues to review and assess the risk and also the steps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to the company.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

Internal financial control systems and their adequacy

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

Auditors' report and Secretarial auditors' report:

The auditors' report and Secretarial auditors' report contain certain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report - "Annexure - E"

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) The operations of the company are not power intensive nevertheless the company continues its efforts to minimize energy wherever practicable by economizing on the use of power at the offices

(B) Technology absorption NIL

(C) Foreign exchange earning NIL

(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related parties of the Directors or the Key Managerial Personnel of the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure - F"

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 are not applicable since the directors are not drawing any salary from the company as the company do not have any operations. Further the directors are provided sitting fee only for attending board meetings. The details of the sitting fee and other perks are mentioned in the corporate governance report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and place on record their appreciation of the continued assistance and co-operation extended to the company by its bankers, government and semi government departments, customers, marketing agents and suppliers and in particular Shareholders for the confidence reposed in the company

Your directors also thank all the employees of the company for their dedicated service without which your company would not have achieved those results.

By the Order Of the Board For TRANSGENE BIOTEK LIMITED

Sd/ Dr. K. KOTESWARA RAO PLACE: HYDERABAD CHAIRMAN & DATE: 04.09.2015 MANAGING DIRECTOR


Mar 31, 2014

Dear Shareholders,

The Directors invite you to the 24th Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31 st March, 2014 along with the Auditor''s Report thereon.

Financial Results:

(Rs. in Lakhs)

Particulars 2013-2014 2012- 2013

Total Income 181.31 1509.00

Operational, Administration and other expenses 278.82 1590.95

Gross Operating Profit (99.51) (81.95)

Interest and Financial Charges 0.05 19.98

Forex Gain/Loss 0.00 0.00

Depreciation 1721.55 101.51

Profit before Tax/Loss (1821.11) (203.44)

Extraordinary Items 11522.13 0.00

Provision for Tax 0.00 0.00

Net Profit (13341.24) (203.44)

Review and results of operations

As informed earlier, we have started the production of first of a series of biogenerics at the purpose built cGMP compliant biologies manufacturing facility at our partner''s plant in our vicinity.

Now coming to the operations of your company, this year also signifies several new changes to your company at the board level, administrative and managerial levels. This new and emerging structure makes your company more functional than at any time in the past since its inception in 1991.

A noteworthy aspect in this emerging structure is the new Board of Directors to be elected to be approved by the shareholders. Your company is now embarking on a new direction that hopefully leads to the long expected results that are eluding all these years.

As a part of the emerging scenario, the outgoing Board and management have segmented the product pipeline into two broad categories: Biologies and Bio-innovations. Within each category the pipeline is prioritized on the deliverability and commercial realization at the earliest.

SEBI INTERIM ORDER :

Securities & Exchange Board of India (SEBI) vide its Interim Order No. WTM/RKA/ISD/136/ 2014 dated November 20, 2014 had made certain comments in the matter pertaining to the funds raised in the GDR Issue of the Company and inter alia, refrained, the Company from issuing securities.

We wish to place before the shareholders that Order has been passed without giving the Company or its Directors an opportunity of being heard. The Board has decided to contest the said Order of SEBI at the appropriate forum. As regards the amounts involved, as stated above, the Company is taking steps to independently evaluate the matter and would initiate efforts to protect the interests of all the shareholders.

AUDITORS'' COMMENTS

As regarding comments of the Auditors under "Emphasis of Matter" the replies of the Management are as under:-

1) As regards their comment on the Investments made in the Wholly Owned subsidiary company is concerned, it is stated that due to the resignation of M/s Anchorman Limited as the Director of the Company with effect from 24.9.2013 without informing the Indian Parent Company, there is no one to look after the affairs and now Mr. K Koteswara Rao was appointed as Sole Director with effect from 24.11.2014. The appointed Auditor also resigned and new Auditors were appointed with effect from November 2014 and due to paucity of time, the new

Auditors could not get full evidence which resulted in they stating disclaimer of opinion. Your Directors are confident that these aspects would be suitably addressed in the coming days;

2) As regards their comment on the going concern aspect mentioned in para No.2, your Board reiterate the stand/course of action mentioned above and are confident that the order of SEBI will have no impact on the Company as a going concern.

3) As regards their comment in para No.3, the Board is in the process of taking Expert''s Opinion and appropriate course of action;

4) As regards their comment in para No.4, the Board is of view that the amounts stated therein are fully recoverable and Board had already initiated appropriate process.

As regards comments of the Auditors under "Report on other Legal and Regulatory requirements" under various clauses, your Directors had already initiated the process of strengthening the systems and procedures and also assure the shareholders that they will take all the steps which are necessary for protecting the interests of all the shareholders.

The comments of the Auditors in respect of Technology are self-explanatory read with the Notes to the Schedule of Fixed Assets.

BIOLOGICS

As stated above, your management wishes to focus on deliverables as a priority, hence wishes to commercialise each biological product in series after stabilization of production and marketing of each product.

The three biologies in the pipeline are DHA, Orlistat and Tacrolimus as informed previously.

DHA : As reported regularly during the quarterly results, your company entered into a Manufacturing and Marketing agreement with a pharmaceutical intermediates manufacturing and marketing company, Rampex Labs Pvt Ltd, located in the same industrial estate as your company Transgene Biotek Ltd.

Rampex Labs Pvt Ltd is a pharmaceuticals intermediates manufacturing company with a marketing prowess to various parts within and outside India.

Rampex has constructed a purpose built cGMP compliant Biologies manufacturing facility for the purpose of manufacturing and marketing the biologies developed by your company. Transgene granted an exclusive non- transferable license to Rampex for Transgene to transfer its technology for the manufacture and commercialization of DHA using the scientists of Transgene for the production. The period of license is for 10 years.

With the plant being new and purpose built for the production of biological, the management of your company hopes to utilize that facility for additional biologies once the DHA production and commercialization is stabilized. The management also expects Rampex to get the cGMP certification for DHA production for its entry into regulated markets that provides significant value addition although the management expects stiff resistance from the global majors in those markets.

ORLISTAT: Since the earlier agreement with DRL did not turn out to be a mutually beneficial relationship, this product with its technology is to be handed back to your company for it likely to be produced at the new Rampex plant once the path is clear.

TACROLIMUS : The agreement with Atral Cipan of Portugal has been terminated because of inordinate delay in commercial production of this product. The management is exploring for a similar arrangement with another pharmaceutical company for the manufacturing and commercialization of this product as in the case of DHA.

BIO-INNOVATIONS

TrabiOralTM - An innovative technology for delivery of protein and peptide drugs through oral route

TrabORINTM - Oral Delivery of Insulin

TrabORINTM is a proprietary encapsulated formulation that effectively and efficiently delivers the required dosage of insulin into the bloodstream, in a sustained release that avoids the ''crests and troughs'' profile of blood glucose levels that many diabetic patients suffer from via subcutaneous insulin injections. TrabORINTM, which has the capacity to deliver large quantities (dosages) of insulin has demonstrated a very effective reduction of blood-glucose levels in two different strains of rats in a series of blind studies. These results highlight the ability of the TrabORINTM delivery technology to cross the Gl barrier and deliver insulin into systemic blood circulation.

TrabiORAL™ - Oral delivery of protein and peptide drugs

TrabiORALTM technology combines several novel inventions to produce an orally active transport system (mostly) for protein and peptide drugs. It employs TBL''s proprietary conjugation technology and patented- encapsulation technology for amplification of the uptake mechanism in the Gl tract resisting drug proteolysis. It''s versatility has revealed an ability to deliver a variety of Protein and Peptide based drugs, from small molecules (e.g. 6kDa insulin) to larger molecules (e.g. 150kDa mAbs). TrabiORAL™ hence offers a tailored approach for each individual drug.

There is an ongoing dialogue with different pharma companies for out-licensing these technologies. In case of TrabiORINTM several new atudies have been conducted during the last year to demonstrate its unique mechanism of action and bioavailability in strengthening our defense during the ongoing dialogue.

ONCOLOGY

TBL-0306 - A novel monoclonal antibody drug

As reported last year, TBL-0306 a monoclonal antibody drug has been undergoing various studies. However, as a new initiative in restructuring the company''s operations for improved functionality, the management wishes to focus on one clinical oncology drug at a time advancing it to the next critical milestone before on to moving to the next one. Therefore, TBL-0306 against Colon cancer is one of the drugs in oncology section priortised to advance before moving on to Non-Hodgkin''s Lymphoma and Multiple Myeloma. Likewise, the second mAb against Oesophageal cancer also has been put on hold.

RNAi DRUGS

Like in the case monoclonal antibody drugs, the list of RNAi drugs also have been priortised.

TBL-0404 Liver Cancer Drug

TBL-0404 against Liver cancer is a new generation complex and highly advanced oncology drug employing tissue specific miRNA delivered through Transgene''s patented and proprietary AAV genetically modified delivery system.TBL-0404 is advancing well with optimized transfection efficiency and improved purification protocol in order to produce the drug in larger quantities in preparation for the in-vivo studies.

TBL-0905 Breast Cancer Drug

As mentioned above, the management in its restructuring strategy plans to advance one drug in each category for optimal utilization and for better focus before moving on to the next in that section of the drug development pipeline. Accordingly, TBL-0905 against Breast cancer is on a slow path till the other RNAi drug reaches a next critical inflection point in the drug development cycle.

Intellectual property and patents: As a research-based biotechnology and biological focused company, we apply innovative science and technology in search of new therapies for better living. We continue to prioritise our resources and focus on discovery activities to develop innovative, tissue and target specific drugs based on the individual''s genetic make- up that is revolutionizing drug discovery. Accordingly, your company has been filing new patents and advancing the ones filed earlier to national phases.

Although we believe that our patents provide certain protection from competition, we caution that such patents may not be of substantial protection or commercial benefit to us, may not afford us adequate protection from competing products, or will not be challenged or declared invalid.

Employee: The management is sad to report the death of one of our scientists involved in the accident along with two others. In spite of tremendous amount of care and money spent in providing highly specialized hospital care, the life could not be saved. The other two people involved in the same accident recovered well.

In line with the management''s strategy mentioned above, we have consolidated the strength of our employees with a view to create value that benefits the company and employees alike.

DIVIDEND

Your Directors are unable to recommend any dividend since the company has not made any profits.

GROWTH PLANS AND OUTLOOK AT TRANSGENE

With the commencement of commercial production of DHA to be followed by other biologies the future looks healthier than ever before. Likewise, the strategic restructuring to priortise the product development of its R&D pipeline also is expected to yield the long awaited results in the coming year. The management continues to advance its dialogue with the MNC pharma companies to out-license at least one drug in its pipeline at the earliest. Since the data generated is getting more robust as more studies are conducted, it only reinforces the novelty, inventiveness and value accrue in each product as we move into future with the company.

DIRECTORS

With new SEBI guidelines amendments to Clauses 49 of the Listing Agreement and the Companies Act, 2013 coming into effect, the company has initiated steps to comply with the set guidelines.

As mentioned earlier, this is a year of change on several fronts, one of them being the induction of new Directors.

Dr. P. K. Ghosh and Sri S S Marthi have resigned as Independent Directors from the Board effective from 31st December, 2014.

Your Directors record their appreciation for their contribution to the company during their tenure as Independent Directors of the company.

S/Sri Sarang Subhash Puranik and Sri Shyam Shankar Das, are being inducted as directors of the company. A notice has been received from a Member proposing the candidature of S/Sri Sarang Subhash Puranik and Shyam Shankar Das for being appointed as Directors of the company.

Subsidiary Company

The management has informed SEBI the developments taken place at Transgene and its subsidiary Transgene HK.

As on March 31,2014, TBL HK Limited is the wholly owned subsidiary of the Company. In terms of the section 212(1) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of this company is attached with the Balance Sheet of the Company. A statement pursuant to section 212(1)(e) read with 212(3) of the Companies Act, 1956, relating to Company''s Interest in this subsidiary company for the financial year under review is attached as Annexure-I to this report.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

Corporate Governance

The Board is committed to high standards of corporate governance which is the foundation of a sustainable and successful company.

In line with its adherence to the standards of Corporate Governance, the Board has initiated steps to scrutinize and to take remedial steps on some transactions taken place subsequent to GDR issues. As mentioned above, the management is to file criminal complaint covering several aspects, covering various areas and covering people involved.

The restructuring operations of the management are already in motion with focus on the functionality and accountability, be it the individual or product development.

The Company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the listing agreement of the Stock Exchange with due compliance of all the applicable laws, rules and regulations. A separate report on Corporate Governance and the Auditor''s certificate on its compliance are annexed hereto and forms part of this Annual report.

Auditors

M/s. Sarath & Associates, the present statutory auditors of the company have expressed their inability to continue as Auditors of the company in the light of the new provisions under the Companies Act, 2013 regarding the appointment of Statutory Auditors.

Hence it is proposed to appoint M/s. Gopal & Rajan, as the statutory auditors of the company from the conclusion of the ensuing AGM till the conclusion of the 27th AGM of the company.. The Company has received requisite certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and the rules framed thereunder.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Employee Relations

Our success continues to be delivered by our employee talents. We value both genders, all ages, cultures, experiences and backgrounds as we build and grow our organization. Transgene is an Equal Opportunity employer and strives to ensure that there is no discrimination against anyone applying for a job or in employment for reasons related to race, religion, national origin, disability or on any other personal characteristics. What we do focus on is fostering our brave culture, which aims to provide all our employees with a supportive environment that values diverse opinions and experiences and enables individual, group and organizational success. In 2012-13 we focused on leveraging our diversity to drive our vision to imagine and lead the future of healthcare.

Transgene recognises that in an industry based on innovation, research and development, its employees are some of its biggest assets and it seeks to communicate and, where appropriate, consult with them on matters affecting them as employees, in the correct manner.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

DIRECTORS'' RESPONSIBILITY STATE- MENT

As per the Companies Act, 1956 the Directors wish to state:

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. The Directors have elected to prepare the consolidated financial statements in conformity with accounting principles generally accepted in India.

The Directors confirm to the best of their knowledge:

- that the Financial Statements, prepared in accordance with accounting principles generally accepted in Indian Accounting Standards, present fairly, in all material respects, the assets, liabilities, financial position and profit or loss of the company and undertakings included in the consolidation taken as a whole;

- the management report, which is incorporated into the Financial and Management review, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Directors had prepared the annual accounts for the year ended 31 st March 2014 on a going concern basis.

CONSERVATION OF ENERGY, ENVIRON- MENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 as applicable, the particulars relating to conservation of energy and technology absorption are given below.

A. Conservation of Energy, Power and Environment:

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilisation of energy. Efforts for conservation of energy and fuel consumption are ongoing processes in the Company and every effort is made in that direction.

B. Research & Development:

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. The Company''s R&D division continues to be recognized and certified under DSIR guidelines. With qualified and experienced research scientists manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the development of novel drug delivery processes, oncology drugs and manufacture of APIs.

C. Foreign Exchange Earnings :

Nil

D. Foreign Exchange Outgo :

Nil

D. NOTE OF CAUTION

This annual report includes forward-looking statements regarding Transgene''s plans, prospects, strategies and performance, etc. The occurrence of any of the following risks described below and elsewhere in this document, including the risk that our actual results may differ materially from those anticipated in these forward looking statements, could materially adversely affect our business, financial condition, operating results or prospects and the trading price of our securities. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business, financial condition, operating results and prospects and the trading price of our securities.

We may take longer to complete our pre-clinical or clinical trials than we expect, or we may not be able to complete them at all.

We forecast the commencement and completion of pre-clinical or clinical trials for planning purposes, but actual commencement or completion may not occur as forecasted or planned due to a number of reasons.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by all stakeholders including the banks, government institutions, Shareholders, Auditors, Customers, vendors and, business associates. Your Directors also thank the Trade and Consumers for their initiation in patronising the Company''s products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

By the Order Of the Board For TRANSGENE BIOTEK LIMITED

Sd/-

Dr. K. KOTESWARA RAO

PLACE: HYDERABAD CHAIRMAN &

DATE: 06.12.2014 MANAGING DIRECTOR


Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the 23rd Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2013 along with the Auditor''s Report thereon.

FINANCIAL RESULTS

(Rs. in Lakhs) Particulars 2012- 2013 2011- 2012

Total Income 1503.04 2915.29

Operational, Administration and other expenses 1590.95 2513.56

Gross Operating Profit (87.91) 401.73

Interest and

Financial Charges 19.98 61.87

Forex Gain/Loss 0.00 1417.24

Depreciation 101.51 37.73

Profit before Tax/Loss (209.40) 1719.36

Provision for Tax 0.00 557.85

Net Profit/(Loss) (209.40) 1161.51

Review and results of operations

During the year under review the total income was Rs.1503.04 lakhs as against Rs.2915.29 lakhs in the previous year and the Net Profit/(Loss) for the year was Rs. (209.40) lakhs as against Rs.1161.51 lakhs for the previous year. The company has incurred an amount of Rs.302.40 lakhs under ongoing product development expenses and Rs93.07 cr on Fixed Assets during the year as against Rs.260.35 lakhs and Rs.135.57 lakhs respectively in 2011-12. This increased fixed asset value is on account of acquisition of technology platform for developing several drugs against auto-immune diseases after vigorously assessing its utility for more than a year.

The year 2012-13 has also been a year of significant innovation and product development for the Company. The company started the commercial production of DHA and the response has been great. However, the value of innovation is sadly not recognized in due terms and we believe that this lack of acknowledged value being unfairly reflected in the stock price of your company. We site an example of our oral insulin technology and pipeline of cancer drugs which have immense value, among few others, as to such lack of recognition.

TrabiOralTM - An innovative technology for delivery of protein and peptide drugs through oral route

Transgene Biotek has developed an oral delivery platform technology (TrabiORALTM) with a goal to provide the most preferable method to administer biotherapeutic drugs for controlling diseases such as diabetes. TrabiORALTM eliminates the need for painful injections and expensive healthcare professionals, improves patient compliance (through greater convenience), offers sustained release of biotherapeutic drugs over a prolonged period, and eliminates the typical ''peaks-and- troughs'' in serum profiles.

TrabiORALTM is a proprietary oral drug delivery platform capable of delivering a range of proteins and peptides from smaller proteins such as Insulin (6 kDa) to much larger molecules such as mAbs (150 kDa) and in doing so, happens to be one of very few technology companies in the world.

TrabiORALTM is a proprietary platform technology that protects the biotherapeutic drug from proteolysis in the gut and efficiently delivers the required dosage into the systemic circulation, in a sustained release that maintains a flatter serum profile (as highlighted later using insulin). TrabiORAL™ technology combines several novel inventions to produce an orally active transport system for protein and peptide drugs.

- TrabiORAL™ employs patented encapsulation technology and conjugation of biotherapeutics with biologically active ligands to amplify uptake mechanisms

- Our patented encapsulation technology provides resistance against gastric proteolysis in the acidic milieu, and releases the drug under intestinal alkaline pH conditions thereby making the biotherapeutic accessible to its receptors.

- TrabiORAL™ technology provides enhanced bioavailability of the drug for enhanced biological activity.

- Versatility - In preliminary studies, TrabiORAL™ revealed an ability to deliver a variety of Protein and Peptide based drugs, from small molecules such as insulin (6kDa) to much larger molecules including Monoclonal antibodies (150kDa).

- We have successfully concluded the "Proof of Concept" studies mimicking the human intestinal barrier for the oral delivery of biotherapeutics (Insulin).

- The proof of concept studies were followed by in-vivo single-blinded efficacy studies in diabetic rats performed at a third party GLP accredited facility. The data highlighted Transgene''s ability to achieve sustained insulin uptake mechanism paving the way for this technology to be adopted as the therapy of choice for the world''s Type II diabetic population (and sections of the Type I patient population).

- Another study highlighted the versatility of Transgene''s TrabiORALTM delivery technology, enabling the delivery of smaller proteins such as insulin (6kDa) as well as larger proteins such as monoclonal antibodies (150kDa) across the intestinal barrier into systemic circulation in a biologically functional form, at therapeutic levels.

ONCOLOGY

At Transgene, we are dedicated to the research and development of innovative drugs for cancer patients with high unmet medical needs. Our Oncology drug development programs that started nearly 9 years ago utilize two platforms – monoclonal antibody drugs and siRNA drugs delivered through our patented AAV platform. We currently have several compounds in the development stage, two readying for pre-clinical in-vivo studies during the year 2013-14, followed later by the human clinical studies. In addition, we have other novel targets in various stages of preclinical research.

Ab DRUGS

TBL-0306 – A novel monoclonal antibody drug

TBL-0306 is a monoclonal antibody drug, the antibody being developed against TBL''s own engineered immunogenic peptide. As reported earlier, TB-0306 demonstrated their efficacy against Non-Hodgkin''s lymphoma, Colon cancer and Multiple myeloma, confirmed through several in-vitro assays. TBL-0306 antigen is shown to express on the cell surface of these 3 cancers, but has no expression on normal human tissues. In Colon cancer TBL-0306 exhibited much superior cytotoxic activity compared to Rituxan which was used as control in studies. TBL-0306 is soon to undergo in-vivo efficacy and dose escalation studies on large number of animals, as a prelude to pre-clinical toxicology studies.

RNAi DRUGS

RNAi drugs developed at Transgene employ a proprietary RNAi platform based on a novel ''gene silencing'' technology to selectively ''knockout'' specific Liver and Breast Cancer producing gene targets.

These drugs have already demonstrated highly effective tumour regression in animal studies, and are set to undergo preclinical trials shortly, after subjecting these to a number of confirmatory assays and studies. Transgene will likely seek to out-license these two drugs upon completion of Phase I human trials.

Transgene''s patented siRNA delivery platform has been the focus of few large pharma companies and the management is in active dialogue with two such companies for a strategic collaborative work.

TBL-0404 Liver Cancer Drug

Hepatocellular carcinoma (HCC) is one of the most common cancers worldwide and among the leading causes of cancer-related death. Hepatocellular carcinoma (HCC) is a primary malignancy of the hepatocyte, generally leading to death within 6-20 months. Hepatocellular carcinoma frequently arises in the setting of cirrhosis, appearing 20-30 years following the initial insult to the liver. However, 25% of patients have no history or risk factors for the development of cirrhosis. The extent of hepatic dysfunction limits treatment options, and as many patients die of liver failure as from tumor progression.

Like other cancers, the development of HCC is a multistep process with accumulation of genetic and epigenetic changes. Altered miRNA expressions have been observed in HCCs that originated from different geographic areas.

TBL-0404 is a miRNA identified by Transgene, its expression being down-regulated in liver cancer and it is delivered by TRABI-AAV. TBL-0404 has been shown to negatively regulate the cancer epigenome by directly targeting a metastasis specific gene in liver cancer. TBL-0404 represents the forced expression of the specific miRNA by our proprietary AAV vector.

The studies by TBL have shown that TBL-0404 suppresses HCC cell growth, proliferation and invasion in-vitro and tumor forming ability in-vivo.

TBL-0404 is scheduled to proceed with efficacy studies on large number of animals, the studies including tumor regression, dose escalation studies etc followed by safety and toxicology studies.

TBL-0905 Breast Cancer Drug

As reported earlier, TBL-0905 is targeted against Breast Cancer and delivered by Trabi-AAV™. TBL- 0905 targets a gene critical for the progression and metastasis of Breast Cancer. The target gene is abnormally over-expressed in Breast Cancer cells and absent in normal cells. Transgene has cloned the required Adenoviral genes in a plasmid to prevent any adenoviral contaminations in the purified AAV.

Our work has shown that TBL-0905 promotes apoptosis and inhibits motility of breast cancer cells in in-vitro studies. In mouse xenograft studies, the drug confirmed its remarkable tumor regression.

We are optimizing the titration of modified vector transfection, transduction efficiency to produce virus for undertaking toxicology studies.

TBL-1203 AIDS (Therapeutic) Vaccine

With significant interest being generated against our other technologies and molecules during this year, the management felt it prudent to focus on those as a priority till the negotiations conclude for a strategic partnership on at least one of those. Therefore, the work on TBL-1203 and the drug against MS have been paused temporarily, as is the case with the development of drugs against Auto-immune diseases.

DHA

Omega-3 DHA (Docosahexaenoic Acid) is a long- chain fatty acid, which belongs to the Omega-3 fatty acid family. It is found in cold water fatty fish and fish oil supplements, along with eicosapentaenoic acid (EPA). Vegetarian sources of DHA come from seaweed and through fermentation process. DHA is essential for the proper functioning of our brains as adults, and for the development of our nervous system and visual abilities during the first 6 months of life. In addition, omega-3 fatty acids are part of a healthy diet that helps lower risk of heart disease. Our bodies naturally produce small amounts of DHA, but we must get the amounts we need from our diet or supplements.

DHA, an Omega-3 fatty acid is the third biogeneric product developed by Transgene and started its commercial production offering the product in oil, powder and formulated capsule forms. We believe that Transgene is only a third company in the world to produce this algal product in oil and powder forms.

As informed earlier, we initiated the sales of our oil and powder forms of DHA. Both the forms have been received well by the customers resulting in the repeat orders and also orders from new customers too. However, in spite of such interest from the increasing number of customers and volumes of orders, we are faced with a tricky situation of capacity constraint compounded by the lack of power supply from the government and therefore, having to rely entirely and continuously on the diesel generators especially during later part of the year. This proved to be an unviable operation and so, we paused on the production. The management has modified some of its plans and started the production at our own facilities but with a much reduced output. This output is only to tide over the immediate needs of the customers on a temporary basis. We expect to resolve this crisis during the current financial year to prevent such disruptions to the production in future and to increase the capacities in order to meet the significant demand for this product.

Tacrolimus

Tacrolimus is a powerful immune-suppressant drug, the technology for the manufacture of this is being developed by the scientists of Transgene.

We have completed the Licensing and Technology Transfer agreement with Atral Cipan, Portugal.

With the agreement formalities having been concluded, we expect to start the commercial operations serving the non-regulated markets during the Q4 of 2013-14 in the first phase after the necessary manufacturing infrastructure is in place. Unfortunately, this phase has been delayed by 4-5 months from the earlier planned schedule due to the late arrival of certain process equipment at our partner''s facility in Europe combined with their annual holidays in the month of August. The second phase involves getting regulatory approvals in the developed countries spanning over a period of 18-24 months.

Auto-immune diseases

We received excellent data and support on the auto-immune disease platform technology that was acquired in 2011. We are now in the process of integrating that with our own that will facilitate the development of several drugs against a variety of auto-immune diseases such as RA, SLE etc. The same platform is also employed complementing our own technology to accelerate HIV drug development.

Intellectual property and patents: We dedicate significant resources to protecting our intellectual property, which is important to our business. We have filed numerous patent applications to cover U.S. and various other countries seeking protection of inventions originating from our research and development. We have a portfolio of issued patents and filed applications, many of which have foreign counterparts.

Patents are very important for us in establishing the proprietary rights to the molecules and products we have developed or licensed. Our executive management team has reinforced our organizational commitment to intellectual property. The patent position of pharmaceutical or biotechnology companies can be uncertain and involve complex legal, scientific and factual questions. If our intellectual property positions are challenged, invalidated or circumvented, or if we fail to prevail on the potential future intellectual property litigation, our business could be adversely affected.

Although we believe that our patents provide certain protection from competition, we caution that such patents may not be of substantial protection or commercial benefit to us, may not afford us adequate protection from competing products, or will not be challenged or declared invalid. Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the country.

Employees: During this year, we have optimized and consolidated the strength of our employees in line with the management''s focus with a long term perspective in encouraging and creating value that benefits the company and employees alike.

DIVIDEND

Your Directors are unable to recommend any dividend due to inadequacy of profits but more importantly for optimizing the fund utilization towards the advancement of various projects in order to attain critical milestones that helps us in our negotiations with potential partners.

GROWTH PLANS AND OUTLOOK

The Global Biotechnology industry comprises of a large range of firms engaged in biotechnology activities. Global Biotechnology industry revenue will reach $262.0 billion in 2013, having increased at an average annual rate of 11.0% over the past five years. "Growth is expected to continue in 2013, with revenue expected to jump 12.7%," says IBISWorld industry analyst Anna Son. This increase follows a relatively modest 8.7% rise in 2009, as the global recession eroded demand for nonessential health products and easing fuel prices tempered the biofuels craze. The Global Biotechnology industry continues to be populated by many small companies, alongside a few giant pharmaceutical, chemical and agricultural firms. IBISWorld estimates that the top industry players are Roche Holding AG, Amgen Inc. and Merck KGaA. Because companies specialize in certain diseases or products that are not transferable across other industry segments, concentration tends to stay low, says Son. In addition, the industry is still in the growth stage of its life cycle, and despite medium barriers to entry, new players are expected to enter the market to provide niche services. Furthermore, continuous technological advancements and the rapid growth of emerging markets leverage industry capabilities. Over the next five years, IBISWorld projects the industry will experience increased merger and acquisition activity as companies seek to expand their operations by acquiring domestic and foreign competitors.

Outlook for Indian Biotechnology industry

The pharmaceutical industry has been showing signs of recovery from one of the biggest patent cliffs in recent times that witnessed major blockbusters like Merck''s Singulair, Pfizer''s Lipitor, Sanofi/Bristol-Myers'' Plavix and Eli Lilly''s) Zyprexa losing patent protection. These products alone represented branded sales worth more than $15 billion.

However, this loss of patents and novel products turning into generics was felt mostly in 2012. While the industry won''t be completely free from this ''genericization'', the major patent expiries are over and done with. New products should start contributing significantly to results and increased pipeline visibility and appropriate utilization of cash should increase confidence in the sector.

The Indian Biotechnology industry has been evolving over three decades. In terms of market dynamics, the Indian biotech sector had a healthy growth in 2008-09 with its revenues reaching Rs. 12137 crore. Within this, BioPharma contributed Rs. 7883 crore.

The enactment of New Patents Act, 2005, brought a paradigm shift in research and development in the sector. Previously, India had a patent protection for process rather than the product, which brought about complacency without initiating much effort upon the development of new products. The New Patents Act of 2005 enforces product patents thereby inspiring firms and research institutions to undertake the innovation at their behest. The growth in BioPharmaceutical drugs and biologics has outperformed the pharmaceutical market. The total BioPharma segment in India registered a 14.3% growth in terms of total revenues in 2008- 09 to aggregate Rs. 7883 crore as against Rs. 6889 crore recorded in 2007-08.

Biotechnology is globally recognized as a rapidly emerging, complex and far reaching technology, and therefore a strong international partnership, both at the levels of research institutions and at corporate front, is essential. Such an approach would not only bring in better technical know-how, but would also help in enhancing India''s research and development resulting in quicker and faster outcomes.

Outlook at Transgene

Research and development is essential to our business. We spent considerable money in developing and acquiring products/technologies or on company-sponsored research and development activities. Because of the risks and uncertainties associated with the development of a product candidate, we cannot accurately predict when or whether we will successfully complete the development of our product candidates or assess the ultimate product development cost.

However, our product pipeline is robust and is advancing on some focused products based on the ongoing discussions with few large pharma companies.

Your Directors have also drawn plans to create verticals for the business of the company wherever and whenever it is required to focus on the same and also create a platform for smooth outlicensing of the products being developed by the company.

DIRECTORS

As per the Articles of Association, Dr P K Ghosh, retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment. Brief profile of Dr P K Ghosh as required under Clause 49 of the Listing Agreement is provided in the notes attached to the Notice convening the Annual General Meeting.

Subsidiary Company

As on March 31, 2013, TBL HK Limited is the wholly owned subsidiary of the Company. In terms of the section 212(1) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of this company is attached with the Balance Sheet of the Company. A statement pursuant to section 212(1)(e) read with 212(3) of the Companies Act, 1956, relating to Company''s Interest in this subsidiary company for the financial year under review is attached as Annexure-I to this report.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

Corporate Governance

The Board is committed to high standards of corporate governance which is the foundation of a sustainable and successful company.

Closely linked to governance is culture. It creates a culture which promotes integrity, responsibility and putting the performance at the heart of what we do.

The Board''s core activities in 2012-13 included the review of the Company''s long term strategy, the monitoring of performance, consideration of the risk identification and management system, the review of material risks, and board and management succession.

The Company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the listing agreement of the Stock Exchange with due compliance of all the applicable laws, rules and regulations. A separate report on Corporate Governance and the Auditor''s certificate on its compliance are annexed hereto and forms part of this Annual report.

Auditors'' report

The Auditors'' Report together with the Audited Accounts for the financial year ended March 31, 2013 read with the Notes on Accounts are self- explanatory and therefore do not call for any further comments.

There is an amount of Rs. 561.02 lakhs reported by the auditors as the outstanding amount payable towards Income Tax. However, the management is disputing this liability since this amount, in the opinion of the management, as " profit" arising out of rupee appreciation during the year 2011-12 which is not payable.

Auditors

M/s. Sarath & Associates, the statutory auditors, hold office upto the conclusion of the forth coming

Annual General Meeting (AGM). The Company has received requisite certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. The Board of Directors recommend reappointment of M/s. Sarath & Associates as the statutory auditors of the Company for the year 2013-14.

Consolidated Financial Statements

In accordance with the Accounting Standard AS- 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Employee Relations

Our success continues to be delivered by our employee talents. We value both genders, all ages, cultures, experiences and backgrounds as we build and grow our organization. Transgene is an Equal Opportunity employer and strives to ensure that there is no discrimination against anyone applying for a job or in employment for reasons related to race, religion, national origin, disability or on any other personal characteristics. What we do focus on is fostering our brave culture, which aims to provide all our employees with a supportive environment that values diverse opinions and experiences and enables individual, group and organizational success. In 2012-13 we focused on leveraging our diversity to drive our vision to imagine and lead the future of healthcare.

Transgene recognises that in an industry based on innovation, research and development, its employees are some of its biggest assets and it seeks to communicate and, where appropriate, consult with them on matters affecting them as employees, in the correct manner.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the Companies Act 1956 the Directors wish to state:

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. The Directors have elected to prepare the consolidated financial statements in conformity with accounting principles generally accepted in India.

The Directors confirm to the best of their knowledge :

- that the Financial Statements, prepared in accordance with accounting principles generally accepted in Indian Accounting Standards, present fairly, in all material respects, the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and the management report, which is incorporated into the Financial and Management review, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description.

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Directors had prepared the annual accounts for the year ended 31st March 2013 on a going concern basis.

CONSERVATION OF ENERGY, ENVIRONMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 as applicable, the particulars relating to conservation of energy and technology absorption are given below.

A. Conservation of Energy, Power and Environment :

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilisation of energy. Efforts for conservation of energy and fuel consumption are ongoing processes in the Company and every effort is made in that direction.

B. Research & Development :

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. The Company''s R&D division continues to be recognized and certified under DSIR guidelines. With qualified and experienced research scientists manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the development of novel drug delivery processes, oncology drugs and manufacture of APIs.

C. Foreign Exchange Earnings : Nil

D. Foreign Exchange Outgo : Nil

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by all stakeholders including the banks, government institutions, Shareholders, Auditors, Customers, vendors and, business associates. Your Directors also thank the Trade and Consumers for their initiation in patronising the Company''s products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

By order of the Board

For TRANSGENE BIOTEK LIMITED

Sd/-

Dr. K. Koteswara Rao

Place: Hyderabad CHAIRMAN &

Date: 15-08-2013 MANAGING DIRECTOR


Mar 31, 2011

Dear Members,

The Board of Directors of your company hereby present the 21" Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2011 along with the Auditor's Report thereon.

FINANCIAL RESULTS

Rs. in Lakhs

Particulars 2010- 2011 2009- 2010

Net Sales/Income 1001.21 398.46

Total Expenditure 761.74 234.42

Gross Operating Profit 239.47 164.04

Interest and 71.47 84.98

Finance Charges

Forex Loss 116.05 -

Depreciation 35.16 33.49

Profit before Tax 16.79 45.57

Provision for Tax 3.11 7.42

Net Profit 13.68 38.15

OPERATIONS

The Directors' report that during the year under review the total income was Rs.1001.21 Lakhs as against Rs.398.46 Lakhs in the previous year and the Net Profit for the year was Rs.13.69 Lakhs as against Rs.38.15 Lakhs for the previous year. There was a forex loss of Rs.116.05 lakhs due to which the profit had come down,During the year, the company has incurred an amount of Rs.286.01 lakhs on ongoing product development and Rs.64.33 Lakhs on Fixed Assets as against Rs.455.77 lakhs and Rs.10.05 Lakhs respectively in 2009-10.

It has been a year of some satisfaction with your company raising the much needed funds through GDRs, the funds to enhance your company's ability in reaching the desired objectives on different projects.

With the funds in place, the management has initiated plans to restructure its operations in order to realize the inherent values of various projects much faster. The newly structured operations fall under:

API division

Tacrolimus

- DHA

- Orlistat R&D division

RNAi based drugs

- Breast cancer

- Liver cancer

- Ovarian cancer

- Pancreatic cancer

- Monoclonal antibodies (mAbs)

- Colon cancer

- Multiple myeloma

- Non-Hodgkin's lymphoma

- Esophageal cancer

- BeeCell technology (Auto-immune disease model)

- AIDS therapeutic vaccine

- Multiple Sclerosis

- NDDS

- Oral Insulin

- Oral AIDS vaccine

- Oral mAb based drugs

- Transdermal delivery of AIDs vaccine

APIs and commercial production:

As informed earlier, this division has achieved breakthrough on two other APIs. Unfortunately, because of the hurdles faced by the company in getting the approvals for expanding the manufacturing facilities at the current location of your company, the management is looking at alternative proposals for and during land with special emphasis on getting environment and pollution control approvals. Realising the poosible delays on that front, the management has opted to start the commercial operations from a third party facility. We have already entered into a Memorandum of Understanding with a company to start the production using initially 64 kl fermentation facility with a capacity to expand it to much larger capacities. Work is progressing with installation of additional production and supporting equipment.

We are scheduled to start commercial production of DHA, one of the APIs at the chosen 64 kl facility during Q3 of 2011-12. DHA, an Omega-3 fatty acid, is a product of great demand all over the world for its inclusion as part of a healthy diet that helps lower risk of heart disease and for the development of our nervous system and visual abilities during the first 6 months of life.

Likewise, our second API, Tacrolimus is due to start regular commercial production soon after DHA production is optimized at Transgene's current 4 kl facility and transferred to 64 kl plant at the new location.

With both APIs coming into commercial production during the Q3 of 2011-12, the management is looking at expanding its marketing horizons beyond the shores of India.

R&D

RNAi drugs

We have added two more oncology drugs to the existing Breast and Liver cancer drug development program - Pancreatic and Ovarian cancer drugs with the signing of MoLI with a USA based company last month. We are scheduled to complete highly complex pre-clinical studies conducted outside India in North America on specially bred and genetically modified mice on all these four drugs before the end of Q3 - 2011-12. This will be followed by animal toxicology and human clinical studies.

mAb drugs

As informed earlier, we have engaged the services of two companies outside India for humanizing our monoclonal antibody drugs. First step in the process of humanization has been completed by both companies. The chimerized antibodies are delivered for conducting in-house in-vitro cytotoxicity assays prior to advancing and completing the process of humanization. The antibodies are directed towards Colon cancer, Multiple myeloma, NHL and Esophageal cancer.

BeeCell technology

The BeeCell technology platform developed by Transgene has been improved further with the acquisition of another technology. This is to enable Transgene to accelerate and widen the auto-immune disease drug development program. It is reported that the drugs against auto-immune diseases generated in excess of US$10 billion in 2008 and growing further rapidly.

Intellectual property and patents

The advancement of drug development programs on several fronts along with addition of new projects, there has been a tremendous increase in the number of patents filed during the final quarter of 2010-11 and subsequently. So far, more than 30 patents have been filed during this period covering India, USA and PCT countries in addition to the earlier filed ones.

Expansion of scientific staff

In line with the expansion of manufacturing operations and with advancing R&D milestones, several new and experienced scientists have been added to each division headed by highly qualified and experienced leaders.

DIVIDEND

In spite of increased revenue and profits, your Directors are unable to recommend any dividend for the year due, keeping in mind of substantial funds needed to support the increasing R&D activities where activities such as pre-clinical and clinical studies are known to be highly cost intensive.

GROWTH PLANS AND OUTLOOK

Transgene Biotek's own comprehensive technology platforms represent a powerful tool for the development of various therapeutic products for treatment of several dangerous and debilitating conditions'such as AIDS, Multiple Sclerosis etc. Recent acquisition of another technology for auto-immune diseases has contributed to the rapid advancement of drug development for auto-immune diseases apart from addition of two more drugs for conditions such as Parkinson's disease and Psoariasis.

In cancer treatment, the products being developed by Transgene are first in-class targeting the tumour cells in a selective manner, with release of high concentration of siRNAs be it shRNA or miRNAs into the cancer cells and may therefore induce tumor regression or even tumor death in a safe and effective manner. This in turn reduces or eliminates the need for chemo-therapy. With advancing in-vivo studies on several cancer drugs, the management hopes to enter the critical milestone of human studies on some of these by the end of 2011- 12. We have engaged the services of an experienced CRO company in North America for conducting pre- clinical studies on three products to substantiate and add value to our pipeline.

"Global sales of cancer drugs will grow at a compounded annual rate of 12 to 15 percent, reaching $75 to $80 billion by 2012, according to a new forecast by IMS Health (NYSE: RX), the world's leading provider of market intelligence to the pharmaceutical and healthcare industries. The growth rate for oncology products will be nearly double the forecasted growth rate of the global pharmaceutical market. Recent innovations have improved quality of life, delayed disease progression and helped prolong survival for patients battling different types of cancer."

The expanding nature of new drug delivery technologies at Transgene with the scientists gaining better insight over the last decade into the challenges posed in delivering those drugs through routes other than by injectable path, opened up another dimension in creating or enhancing the value of each drug under development at Transgene. Today, Transgene is on the cusp of achieving its objective in providing a better alternative to the injections and in doing so, increasing the patient compliance resulting in better or effective treatment of conditions such as AIDs, Cancer etc.

"New or novel drug delivery systems continue to be a fast-growing market. Currently approaching $54 billion in annual sales, it is estimated that this industry will reach $67 billion by 2009 - close to 20% of total global pharmaceutical sales."

The API division at Transgene, headed by a highly experienced and committed team of scientists provides a stable and sustainable platform for the company in moving forward with its devout objective of becoming a globally recognized and innovative biotech company as we advance with API manufacturing and R&D projects. The expanding manufacturing operations and expansion of its marketing horizons beyond India shail enhance its value even further.

"The market for Omega-3 fatty acids (DHA/EHA) was estimated at over $2B (2007), according to Scientia Advisors. With lot of emerging scientific evidence demonstrating the health benefits of DHA / EPA and consumer awareness, the market is expected to drive >60% growth in the coming years, according to a reteni Frost & Sullivan report (2010). Demand is projected to outstrip available supply. "

Marillion Pharmaceuticals Inc

In the context of its restructuring program, the management has decided to terminate its proposed acquisition of Marillion Pharmaceuticals Inc of USA, following an in-depth due diligence exercise. However, Transgene continues its quest for inorganic growth through selective acquisition of or strategic partnerships with companies within and outside India.

In the near and medium term, Transgene is to grow through expanding its API manufacturing operations within and outside India generating substantial revenues and profits. Over the longer term, the Company continues to advance its novel drugs and achieving the critical milestones which are protected by patents and which are of significant value.

In summary, despite the economic and financial turbulence in the developed markets, we now have the team and the strategy in place to take the business forward to the next stage of its evolution. At Transgene we will continue to consolidate what we have been building on our solid platform and diversify where needed. This will be through a combination of organic growth and innovation, product licensing and acquisition, and strategic partnerships or company acquisitions.

EMPLOYEES STOCK OPTION SCHEME

The employee stock option scheme is still under implementation.

DIRECTORS

Sri S S Marthi and Dr P K Ghosh retire by rotation and being eligible offer themselves for re-appointment.

ISSUE OF GDRs

The company was able to successfully issue 2500000 GDRs @ USD 9.2 per GDR which were fully subscribed. The underlying shares of 25000000 Equity Shares of Rs.10/- each were listed on the Bombay Stock Exchange Limited w.ef. May 06, 2011.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of section 58A of the Companies Act, 1956 are not applicable to the Company.

AUDITORS

M/s Sarath & Associates, Chartered Accountants, the statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

(a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

(b) That 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 of the Company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the Directors had prepared the annual accounts for the year ended 31st March 2011 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, your Company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the listing agreement of the Stock Exchange with due compliance of all the applicable laws, rules and regulations. A separate report on Corporate Governance and the Auditor's certificate on its compliance are annexed hereto and forms part of this Annual report.

EMPLOYEE RELATIONS

The key to our success is to develop core values within all of our staff which lead to an environment where they believe that what they are doing is making a difference. The core values with which we operate are participation, achievement, trust and respect, innovation and enthusiasm.

Transgene recognises that in an industry based on innovation and research and development, its employees are some of its biggest assets and it seeks to communicate and, where appropriate, consult with them on matters affecting them as employees, in the correct manner.

Transgene provides training and development appropriate to individual needs and offers remuneration packages (including pensions, permanent health and life insurance) and a working environment that are designed to be both fair and competitive with larger companies within the industry.

There is no employee whose particulars are to be furnished pursuant to the provisions under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988.

CONSERVATION OF ENERGY, ENVIRONMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. Conservation of Energy, Power and Environment :

We are committed to minimising the impact of our activities on the environment and energy efficiency is the most important means of climate protection currently available to the company. Efforts for conservation of energy and fuel consumption are ongoing processes in the Company and every effort is made in that direction.

B. Research & Development:

The Company's R&D division continues to be recognized and certified under DSIR guidelines. The company fosters the development of molecules owned/co-owned byTransgene Biotek Ltd, in terms of finding right CROs in India, US and Europe based on their capabilities, overseeing, analysis and monitoring of information on in-vivo efficacy/ toxicology studies being conducted within or outside India.

C. Foreign Exchange Earnings : Nil

D. Foreign Exchange Outgo : Rs. 4,55,64,518

ACKNOWLEDGEMENTS

Our employees remain crucial to the success of Transgene and it is their skill and expertise that have enabled us to achieve our progress to date. This has been recognised at various meetings where, over the past twelve months, Transgene has made presentations on its drug development pipeline.

We are committed to the development of a motivated and professional workforce in order to build a business that is constantly looking to innovate and evolve. On behalf of the Board, we thank all our staff for their hard work and continued support and commitment.

Your Directors wish to place on record their gratitude to the Government authorities, for the support and co- operation received from M/S Union Bank of India, Bankers of the company, Shareholders, Auditors, Customers, vendors, business associates and Staff of the Company for their valued support during the year under review.

By order of the Board

For TRANSGENE BIOTEK LIMITED

Place: Hyderabad Dr. K. Koteswara Rao

Date: 05-09-2011 Chairman & Managing Director














Mar 31, 2010

The Board of Directors of your Company hereby present the 20th Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2010 along with the Auditors Report thereon.

FINANCIAL RESULTS

Rs. in Lakhs

Particulars 2009-10 2008-09

Net Sales/Income 398.46 370.02

Total Expenditure 234.42 217.29

Gross Operating Profit 164.04 152.73

interest & Financial Charges 84.98 75.37

Depreciation 33.49 34.81

Profit before Tax/Loss 45.57 42.55

Provision for Tax 7.42 4.82

Net Profit 38.15 37.73





OPERATIONS

During the year under review the total income was Rs.398.46 Lakhs as against Rs.370.02 Lakhs in the previous year and the Net Profit for the year was Rs.38.15 Lakhs as against Rs.37.73 Lakhs for the previous year. During the year, the company has incurred an amount of Rs.455.77 lakhs on ongoing product development and Rs.10.05 Lakhs on Fixed Assets as against Rs.239.09 lakhs and Rs.13.14 Lakhs respectively in 2008-09.

During the year gone by, your company has been advancing on several fronts especially on the product development aspect. This is highly satisfying for a company like Transgene where the core focus is the development of novel and exciting Biotechnology products with first of their kind on the global scene. In order to mitigate the risks involved in developing such novel products and also, to strengthen your companys revenues the management has been focusing

on the development of technologies and commercialization of some API drugs too. As you already know one of your API drugs, Orlistat, has already been out-licensed to Dr Reddys Laboratories Limited (DRL) and the first two installments have been received as a part of the upfront payment schedule - with the remaining upfront payments and royalties on the commercial sales to be received from the current year onwards.

Soon after the technology transfer to DRL for Orlistat is completed, the production facilities shall be utilized for producing other API drugs which have been put on hold during the last several months.

DIVIDEND

Your Directors are unable to recommend any dividend for the year due to inadequacy of profits.

GROWTH PLANS AND OUTLOOK

1. This year we hope to complete the scaling up process of the manufacture of Orlistat - which in turn will lead to a new stream of revenues emanating from Royalties paid to Transgene by Dr Reddys Labs. At the moment that process is on-going, and although the scaling up process has taken a little longer than expected we anticipate moving to the next level of that process very soon. Problems with this process have included contamination of production batches - something that Transgene has taken specific corrective steps to eliminate. Over the next few weeks and months the completion of that process will see us visit Dr Reddys Orlistat manufacturing plant in Eastern Europe.

Moving onto the other APIs, as you can understand we chose to direct all our API resources to the Orlistat project and so made a conscious decision to put the other projects in this division on hold that includes Tacrolimus and one or two other APIs also. To reiterate, once the scaling-up process of Orlistat is completed work on these other projects will resume. As reported earlier your companys management is actively pursuing to set-up a large production facility with the help of funding from SBIRI, Department of Biotechnology, Government of India to enhance the revenue generation and bottom line of your company.

2. Last year we reported that Transgene had reached some critical milestones in the development of our therapeutic AIDS vaccine. That progress has continued this year and we are now on the verge of entering preclinical trials. We have begun technology optimization process of our immuno-toxin drug - in preparation for preclinical toxicology and efficacy studies. Added to the revenues we expect through royalties from DRL deal, and the prospects for the out-licensing of our AIDS vaccine during the next calendar year the future seems very bright indeed.

3. On the development of Oral Insulin, due to a combination of financial constraints and the fact that your other projects (including the Oncology drugs and the AIDS vaccine) are progressing at a far greater pace, we decided to put this project on hold for the time being. We fully intend to resume work on this front once financial.constraints are eased from completion and sale of one of our technologies, or from the successful raising of funds.

4. Moving on to the real pride of your company, namely the Oncology division comprising of the siRNA drugs and the Monoclonal Antibody drugs, your directors draw distinct pleasure in telling you how well these projects are progressing. Within a relatively short space of time we have managed to create a world class oncology pipeline here at Transgene Biotek. With our siRNA drugs we have begun our search for third party CRO companies with whom we will be working to conduct animal efficacy and preclinical toxicology studies for our Liver cancer and Breast cancer drugs. This validation by an external CRO will add a significant degree of integrity and value to our pipeline - something that should give all of you, our trusted shareholders the confidence that we are creating enormous value here in your company.

5. Equally pleasing are the strides we are making in the development of the monoclonal antibody drugs - again, within the oncology division of your pipeline. Within just a few days from now we expect to receive the report from a third party CRO company who have been given the task of validating our in-house studies conducted on four drugs - for Colon cancer, Multiple Myeloma, Non-Hodgkins Lymphoma and Esophageal cancer. This will not only serve to enhance the value of our claims on the efficacy of your pipeline, but will also provide Transgene with a host of data which can be submitted to regulatory authorities (or other interested parties) when necessary.

6. The medical centers have been performing steadily on the expected lines.

7. As we reported in recent weeks, your Board has agreed to acquire Marillion Pharmaceuticals Inc., of Pennsylvania, USA in an all-share deal. However, this deal is subject to satisfactory due diligence to be conducted on Marillion Pharmaceuticals Inc. One of the main strengths perceived in this deal is Marillions pipeline of 3 oncology products, two of which are said to be at Phase I human trials stage, and the third one at Phase II. The perception carried by your management in trying to acquire this company is not only to enhance Transgenes reputation as a specialist R&D oncology company, but also extends the companys pipeline from preclinical to clinical as well. Added to the expanded product list, the merger is expected to bring with it the skills and experience of Mari 11 ions CEO Dr Zahed Subhan, an expert on IND filing and US FDA related matters. In addition, your companys management felt that this deal also brings Transgene Biotek closer to the Venture Capital community, a feature that will help Transgenes capital raising efforts going forward. However, the management is acutely aware that the consummation of this deal is subject to a satisfactory due diligence to be carried out by a team of experts appointed by your companys management on Marillion Pharmaceuticals from various angles.

In conclusion, the overall changes mentioned above in the stated business of your company are likely to make significant contributions to the companys bottom line from the next few months onwards. Add to this the acquisition of Marillion, which also instantly creates a presence in western markets with an enhanced, even more lucrative pipeline - it becomes obvious why we feel so confident about the companys prospects.

EMPLOYEES STOCK OPTION SCHEME

The employee stock option scheme is still under implementation.

DIRECTORS

Dr P K Ghosh and Sri P Narayana Murthy retire by rotation and being eligible offer themselves for re-appointment.

PREFERENTIAL OFFER TO THE PROMOTERS

The listing permission of 7,50,000 shares of Rs.10/- each at a conversion price of Rs.80/- allotted to Dr K K Rao, promoter of the Company, on preferential basis last year is awaited from Bombay Stock Exchange.

COMMENTS OF AUDITORS

As per the Audit Report, it has been reported that the company has not remitted the amounts pertaining to PF, ESI, Income Tax, Central Excise, etc. Your Directors wish to inform you that due to inadequate financial resources, the company was unable to remit the said amounts within stipulated time. However, the same are being paid since then. The company is also in the process of strengthening the internal control procedures.

KEY SCIENTIFIC & ADMINISTRATIVE PERSONNEL

In line with the increased activities on R&D front several key scientific personnel have been recruited.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

AUDITORS

M/s Sarath & Associates, Chartered Accounts, the statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

a) That in the preparation of the annual accounts, the applicable Accounting standards have been followed.

b) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 the year under review;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) That the Directors had prepared the accounts for the year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, your Company believes in conducting the business with due compliance of all the applicable laws, rules and regulations. The Company has duly implemented the system of Corporate Governance as per the requirement of the said Listing Agreement. Report on Corporate Governance along with Compliance Certificate of the Auditors and Management Discussion and Analysis Report are annexed hereto.

EMPLOYEE RELATIONS

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels of the company for their excellent support and contribution at all times.

There is no employee whose particulars are to be furnished pursuant to the provisions under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. Conservation of Energy, Power:

Efforts for conservation of energy and fuel consumption is an ongoing process in the Company and every effort is made in that direction.

B. Research & Development:

The Companys R&D division is recognized and certified under DSIR guidelines. Continuous efforts are being made to optimize and streamline various developmental and commercial processes.

C. Foreign Exchange Earnings : Nil

D. Foreign Exchange Outgo : Nil

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Government authorities, for the support and co-operation received from M/S Union Bank of India, Bankers of the company, Shareholders, Auditors, Customers, vendors, business associates and Staff of the Company for their valued support during the year under review.

By the Order of the Board

For Transgene Biotek Limited

Sd/-

Place : Hyderabad Dr.K.Koteswara Rao

Date : 04.09.2010 Chairman & Managing Director



 
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