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Directors Report of Tyche Industries Ltd.

Mar 31, 2015

The Members,

Tyche Industries Limited

The Directors presents the 17th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015.

Financial Results

(Rupees in Crores)

Particulars Current Year Previous Year ended on ended on 31/03/2015 31/03/2014

Total Income (Including Other Income) 64.11 104.36

Less: Expenditure (before Finance Cost & Depreciation) 56.80 93.66

Profit before Finance Cost & Depreciation 7.31 10.70

Less: Finance Cost 1.11 1.14

Profit before Depreciation and Tax 6.20 9.56

Less: Depreciation 3.34 1.40

Profit / Loss before tax 2.86 8.16

Less: Provision for Tax

- Current Tax 1.22 2.17

- Deferred Tax -0.29 0.47

Profit after Tax 1.93 5.52

Less: Extra-Ordinary Items- short provision - -

Profit after tax and prior period 1.93 5.52

Add: Balance brought forward from the Previous Year 28.77 24.63

Appropriations

Provision for Proposed Dividend 0.51 0.51

Provision for Dividend Tax 0.11 0.08

Transfer to General Reserve 0.30 0.80

Adjustment to Reserves 1.11 -

( /-)Excess/ Short Provision 0.01 0.01

Balance carried to Balance Sheet 28.68 28.77

Review of the Business:

During the year, your Company has achieved a total income of Rs.64.11 Crores as against Rs.104.36 Crores in the previous year and earned a net profit of Rs.1.93 Crores (Previous Year Rs.5.52 Crores) after providing Income Tax and Deferred Tax of Rs.0.93 Crores (Previous Year Rs.2.64 Crores).

Your Directors are working with a focus to build a sustainable business model which would add value to all stakeholders over the years to come. The Board of Directors are of the opinion that the present and future market scenario of the Pharma Sector is extremely good as discussed in detail in Management Discussion and Analysis.

Dividend:

Your Directors have recommended a dividend of Re.0.50 per fully paid equity share for the year ended 31st March, 2015 being 5% of the fully Paid-up Equity Capital of the Company. The dividend, if approved at the ensuing Annual General Meeting will be paid to those members, whose names appear on the Company's Register of Members on 30th September, 2015. The total amount of outgo on account of this will be Rs.0.51 Crores towards dividend and Rs.0.11 Crores towards dividend tax. The dividend would be tax free in the hands of the shareholders.

Directors:

a) Re-Appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. G. Sandeep, Whole Time Director & CFOof the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, seek re- appointment. The Board of Directors recommends his reappointment.

Brief resume of the Director proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges are given in the Notice convening 17th Annual General Meeting.

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

b) Board Meetings:

During the year, six board meetings were held, with gap between meetings not exceeding the period prescribed under the Act. Details of Board and Board Committee Meetings held during the year are given in the Corporate Governance Report.

Board Meeting dates are finalised in consultation with all Directors and agenda papers backed up by comprehensive notes and background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

c) Independent Directors familiarisation programme:

As per the requirements under the Listing Agreement, the Company undertook Directors Familiarisation Programme for Independent Directors in order to familiarise them with business model, management structure, product portfolio, industry overview, manufacturing operations, internal control system and operations, FOREX management, risk management framework, functioning of various divisions, HR Management etc.

d) Performance Evaluation of Board, Committees and Directors:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board had carried out an evaluation of its ownperformance, the directors individually as well as the evaluation of the Board Committees. The Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Company.The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

e) Policy on appointment and remuneration of Directors:

The Board has on the recommendation of Nomination & Remuneration Committee formulated criteria for determining Qualifications, Positive Attributes and Independency of a Director as also a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The details of criteria laid down and the Remuneration policy are given in the Corporate Governance Report.

Statutory Auditors:

M/s. P S. N. Ravishanker& Associates, Chartered Accountants, Hyderabad (having FRN: 003228S), the Statutory Auditors of your Company hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Your Directors recommend the re-appointment of M/s. P S. N. Ravishanker& Associates, Chartered Accountants, Hyderabad as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the year 2015-16.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re- appointedMs. P Renuka, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure 1" and forms part of the Notice.There is no qualification, reservation or adverse remark in the report.

Cost Auditors:

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the cost audit records maintained by the company in respect of its bulk drugs and API's activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, re-appointed Mr. Sativada Venkat Rao., Practicing Cost Accountant, Hyderabad as Cost Auditors of the Company to conduct the cost audit for the financial year 2015-16, at a remuneration of Rs. 30,000/- (Rupees Thirty Thousand only) excluding taxes as may be applicable, in addition to reimbursement of all out-of-pocket expenses subject to ratification by members. Accordingly, a resolution seeking Member's ratification for the remuneration payable Mr. Sativada Venkat Rao, Cost Auditor is included at Item No.6 of the Notice convening the 17thAnnual General Meeting.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has re-appointed M/s. Meenavalli & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2015-16.

Internal Control System, Compliance Framework:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The Company has also put in place the policies and procedures relating to

"Internal Financial Controls" for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial statements, as per the explanation to Section 134(5)(e) of the Act.

The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit Committee, process owners undertake necessary actions in their respective areas. The Internal Auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

Transfer to Reserves:

Your Company proposes to transfer Rs.0.30 Crores to the General Reserve out of the amount available for appropriations.

Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31stMarch, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company. The Company continues to operate only in one segment i.e. Bulk drugs.

Directors Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company hereby state that:

i. in the preparation of the annual accounts for the year ended 31stMarch, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

ii. 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 as at 31st March, 2015 and profit of the company for that period;

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

iv. the Directors had prepared the annual accounts on a "Going Concern" basis.

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large and thus disclosure in Form AOC-2 is not required.

Subsidiary Companies:

The Company does not have any subsidiary.

Public Deposits:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 76of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Insurance:

Your Company has taken wherever possible to mitigate risks, appropriate insurances and the Board is kept apprised of the risk assessment and minimization procedures. The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company.

Listing of Securities:

The Equity Shares of the Company are listed with BSE Limited. The Company has paid the Annual listing fees to the BSE Limited for the financial year 2015-2016.

Share Capital:

The Company has only one class of shares viz., Equity share of face value of Rs.10/- each. The total issued and subscribed capital of the Company is Rs.10.25 Crores. The paid up capital of the Company is Rs.10.23 Crores. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Report on Corporate Governance:

Your Company is committed to maintain highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, Management Discussion and Analysis Report and Corporate Governance Report along with Auditors' Certificate attached to this Report are annexed herewith and forms part of this Report.

Audit Committee and its Composition:

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

As on 31stMarch, 2015, the Audit Committee comprised of Mr.HarichandraKantimahanti,

Mr.BoosaEshwar, Independent Directors and Mr. G. Ganesh Kumar, Chairman &Managing Director of the Company.

Mr.HarichandraKantimahanti was the Chairman of Audit Committee of the Company. The Compliance Officer of the Company acts as the Secretary of the Audit Committee.

Committees of the Board:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

Research & Development:

The Company has incurred an expenditure of Rs.1.24Crores on research and development during the year.

Risk Management:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise.

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Whistle Blower Mechanism:

The Company has set up Whistle Blower / Vigil Mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is reviewed by the Audit Committee from time to time.The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2014- 15, no employee or director was denied access to the Audit Committee.

Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy. During the year, the Company undertook several initiatives under the CSR program. The details of CSR policy and CSE activities undertaken during the year are annexed herewith as "Annexure II".

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Company's operations in future:

There was no order passed by any regulator or court or tribunal, which impacts, the going concern status of the Company or will have bearing on Company's operations in future.

Information under the Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

Extract of the Annual Return:

The extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure III". Managerial Remuneration and Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure IV".

In terms of the provisions of Section 197(12) of the companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drawing remuneration in excess of the limits set out in the said rules.

The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo:

Information regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is enclosed as an Annexure -V and forms part of the Report.

Human Resource:

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements.

Industrial Relations:

Industrial relation has been cordial and your directors appreciate the sincere and efficient services rendered by the employees at all levels towards the successful working of the Company.

Acknowledgement:

Your Directors wish to take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank Bank of India, Government Agencies, Business Associates, Shareholders and Investors at large for their continued support towards conduct of efficient operations of the Company.

By Order of the Board of Directors

Sd/-

G. Ganesh Kumar

Chairman & Managing Director

Place: Hyderabad Date:10th August, 2015

Registered office:

H. No. C-21/A, Road No.9, Film Nagar, Jubilee Hills, Hyderabad - 500 096 CIN: L72200TG1998PLC029809


Mar 31, 2014

The Members,

Tyche Industries Limited

The Directors are pleased to present the 16th Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

Financial Results (Rupees in Crores)

Particulars For the Year ended For the Year ended 31/03/2014 31/03/2013

Total Income(Including Other Income) 104.36 79.21

Less: Expenditure(before Finance Cost & Depreciation) 93.66 68.09

Profit before Finance Cost & Depreciation 10.70 11.12

Less: Finance Cost 1.14 0.95

Profit before Depreciation and Tax 9.56 10.17

Less: Depreciation 1.40 1.10

Profit / Loss before tax 8.16 9.07

Less: Provision for Tax

- Current Tax 2.17 2.73

- Deferred Tax 0.47 0.25

Profit after Tax 5.52 6.09

Less: Extra-Ordinary Items- short provision - -

Profit after tax and prior period 5.52 6.09

Add: Balance brought forward from the Previous Year 24.63 19.83 Appropriations

Provision for Proposed Dividend 0.51 0.51

Provision for Dividend Tax 0.08 0.08

Transfer to General Reserve 0.80 0.61

Adjustment to Reserves - 0.06

( /-)Excess/ Short Provision 0.01 0.03

Balance carried to Balance Sheet 28.77 24.63



Review of the Business:

During the year, your Company has achieved a total income of Rs.104.36 Crores as against Rs. 79.21 Crores in the previous year and earned a net profit of Rs. 5.52 Crores (Previous Year Rs. 6.09 Crores) after providing Income Tax and Deferred Tax of Rs. 2.64 Crores (Previous Year Rs. 2.98Crores). Your Directors are working with a focus to build a sustainable business model which would add value to all stakeholders over the years to come. The Board of Directors of the opinion that the present and future market scenario of the Pharma Sector is extremely good as discussed in detail in Management Discussion and Analysis and accordingly proposes to expand its manufacturing facilities.

Dividend:

Your Directors have recommended a dividend of Re.0.50 per fully paid equity share for the year ended 31st March, 2014 being 5% of the Paid-up Equity Capital of the Company. The dividend, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear on the Company''s Register of Members on 30thSeptember, 2014. The total amount of outgo on account of this will be Rs.0.51 Crores towards dividend and Rs.0.08 Crores towards dividend tax. The dividend would be tax free in the hands of the shareholders.

Directors:

As per the provisions of the Companies Act, 2013, Mr. G. Ganesh Kumar, Managing Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, seek re-appointment. The Board of Directors recommends his reappointment.

Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1stApril, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation.

To comply with above provisions, it is proposed to appoint Mr. Harichandra Kanti Mahanti, Mr. Boosa Eshwar and Ms. P. Vijaya Lakshmi, Independent Directors of the Company to hold office as such up to 31stMarch, 2019 who shall not be liable to retire by rotation.

Mr. Ashish Uniyal, Director of the Company resigned from the Directorship of the Company w.e.f. 11th August, 2014.The Board places on record its profound appreciation for the contribution made during his tenure as Director of the Company.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges are given in the Notice convening 16thAnnual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2014 and profit of the company for the year ended on that date;

iii. that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. that the directors have prepared the annual accounts on a "Going Concern" basis.

Public Deposits:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Auditors:

M/s. P. S. N. Ravishanker & Associates, Chartered Accountants, Hyderabad (having FRN: 003228S), the Statutory Auditors of your Company hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Your Directors recommend the re-appointment of M/s. P. S. N. Ravishanker & Associates, Chartered Accountants, Hyderabad as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2014-15.

Cost Auditor:

In accordance with Section 233B of the Companies Act, 1956)and the MCA General Circular No. 15/2011 dated April 11,2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), the Company with the prior approval of the Central Government, has appointed Mr. Sativada Venkat Rao., Cost Accountant, Hyderabad as Cost Auditors of the Company for the audit of Cost Accounting records for the financial year 2013-14.

As per the provisions of Section 148 of the Companies Act, 2013 read with (Audit and Auditors) Rules, 2014, the Board of Directors has appointed Mr. Sativada Venkat Rao., Cost Accountant, Hyderabad as Cost Auditors of the Company to conduct the cost audit for the financial year 2014-15, on a remuneration of Rs. 30,000/- (Rupees Thirty Thousand only) excluding taxes as may be applicable, in addition to reimbursement of all out-of-pocket expenses. The approval of shareholders is sought for payment of remuneration to said Cost Auditor.

Insurance:

Your Company has taken wherever possible to mitigate risks, appropriate insurances and the Board is kept appraised of the risk assessment and minimization procedures. The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company.

Listing of Securities:

The Equity Shares of the Company are listed with BSE Limited. The Company has paid the Annual listing fees to the BSE Limited and custodian fees to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2014-2015.

Transfer to Reserves:

Your Company proposes to transfer Rs.0.80 Crores to the General Reserve out of the amount available for appropriations.

Share Capital:

The Company has only one class of shares viz., Equity share of face value of Rs.10/- each. The total issued and subscribed capital of the Company is Rs.10.25 Crores. The paid up capital of the Company is Rs. 10.23 Crores.

Corporate Governance:

Your Company is committed to maintain highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, Management Discussion and Analysis Report and Corporate Governance Report along with Auditors'' Certificate attached to this Report are annexed herewith and forms part of this Report.

Research & Development:

The Company has incurred an expenditure of Rs.0.74 Crores on research and development during the year.

Information under the Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

Particulars of Employees:

The Company do not have any employees drawing remuneration within the purview of Section 217 (2A) of the Companies Act, 1956 to be read with the Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

Information regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as an Annexure.

Industrial Relations:

Industrial relation has been cordial and your directors appreciate the sincere and efficient services rendered by the employees at all levels towards the successful working of the Company.

Acknowledgement:

Your Directors wish to take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank Bank of India, Government Agencies, Business Associates, Shareholders and Investors at large for their continued support towards conduct of efficient operations of the Company. For and on behalf of the Board of Directors

Sd/- Sd/- Place: Hyderabad G. Ganesh Kumar G. Sandeep Date: 11th August, 2014 Managing Director Whole Time Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 15th Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2013.

Financial Results

(Rupees in Crores) Particulars For the Year ended For the Year ended 31/03/2013 31/03/2012

Total Income(Including Other Income) 79.21 49.80

Less: Expenditure (before Finance Cost & Depreciation) 68.09 43.14

Profit before Finance Cost & Depreciation 11.12 6.66

Less: Finance Cost 0.95 1.29

Profit before Depreciation and Tax 10.17 5.38

Less: Depreciation 1.10 0.92

Profit / Loss before tax 9.07 4.45

Less: Provision for Tax

- Current Tax 2.73 0.96

- Deferred Tax 0.25 0.29

Profit after Tax 6.09 3.20

Less: Extra-Ordinary Items- short provision (0.36)

Profit after tax and prior period 6.09 2.84

Add: Balance brought forward from the Previous Year 19.83 17.88

Appropriations

Provision for Proposed Dividend 0.51 0.49

Provision for Dividend Tax 0.08 0.08

Transfer to General Reserve 0.61 0.32

Balance carried to Balance Sheet 24.72 19.83

Review of the Business:

During the year, your Company has achieved a total income of Rs.79.21Crores as against Rs. 49.80 Crores in the previous year and earned a net profit of Rs. 6.09 Crores (Previous Year Rs. 2.84 Crores) after providing Income Tax, Deferred Tax and Short provision in taxes of Rs. 2.98 Crores (Previous Year Rs. 1.61Crores). Your Directors are confident of achieving better results in the years to come. The Board of Directors are of the opinion that the present and future market scenario of the Pharma Sector is extremely good as discussed in detail in Management Discussion and Analysis and accordingly proposes to expand its manufacturing facilities.

Dividend:

Your Directors have recommended a dividend of Rs.0.50 per equity share for the year ended 31st March, 2013 being 5% of the Paid-up Equity Capital of the Company. The dividend, if approved at the ensuing 15th Annual General Meeting will be paid to those members whose names appear on the Company''s Register of Members on 27thSeptember, 2013. The total amount of outgo on account of this will be Rs.0.51 Crores towards dividend and Rs.0.08 Crores towards dividend tax. The dividend would be tax free in the hands of the shareholders.

Directors:

Mr. G. Sandeep, has been appointed as a Director of the Company due to the casual vacancy caused by the resignation of Mr. G. Rama Raju with effect from 30th May, 2013. Approval of the Members for his appointment as a Whole Time Director is being sought and forms part of the Notice of this Annual General Meeting of the Company.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashish Uniyal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends for his re-appointment.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm:

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

ii. 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 as at 31st March,2013 and profit of the company for the year ended on that date.

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

iv. that the directors have prepared the annual accounts on a "Going Concern" basis.

Public Deposits:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March 2013.

Auditors:

The Present Statutory Auditors of the Company M/s. P. S. N. Ravishanker & Associates, Chartered Accountants, Hyderabad (having FRN: 003228S) retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors and if re-appointed, their re- appointment would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Board of Directors recommend M/s P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad for reappointment as Statutory Auditors of the Company for the financial year 2013-14.

Cost Auditor:

Pursuant to the provision of Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit of the Company''s bulk drugs division.

Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors had appointed Mr. Sativada Venkat Rao as Cost Auditor of the Company for the Financial Year 2013-2014. The cost audit report would be filed with the Central Government on or before the due date.

Listing of Securities:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees to the BSE Limited and custodian fees to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2013-2014.

Transfer to Reserves:

Your Company proposes to transfer Rs.0.61Crores to the General Reserve out of the amount available for appropriations.

Share Capital:

The Company has only one class of shares viz., Equity share of face value of Rs.10/- each. The total issued and subscribed capital of the Company is Rs.10.25 Crores. The paid up capital of the Company is Rs. 10.23 Crores.

Corporate Governance:

Your Company is committed to maintain highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, Management Discussion and Analysis Report and Corporate Governance Report along with Auditors'' Certificate attached to this Report are annexed herewith and forms part of this Report.

Research & Development:

The Company has incurred an expenditure of Rs.0.67 Crores on research and development during the year.

Particulars of Employees:

The Company do not have any employees drawing remuneration within the purview of Section 217 (2A) of the Companies Act, 1956 to be read with the Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

Information regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as an Annexure.

Industrial Relations:

Industrial relation has been cordial and your directors appreciate the sincere and efficient services rendered by the employees at all levels towards the successful working of the Company.

Acknowledgement:

Your Directors wish to take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank Bank of India, Government Agencies, Business Associates, Shareholders and Investors at large for their continued support towards conduct of efficient operations of the Company.

For and on behalf of the Board of Directors Sd/- Sd/-

Place: Hyderabad G. Ganesh Kumar G. Sandeep

Date: 30thMay, 2013 Chairman & Managing Director Whole Time Director


Mar 31, 2012

The Directors are pleased to present the 14th Annual Report of the Company together with the Audited Accounts for the financial year ended March 31, 2012.

Financial Results

(Amount Rupees in Crores)

Particulars 2011-12 2010-11

Total Income 49.80 45.91

Expenditure (before Finance Cost & Depreciation) 43.14 41.30

Profit before Finance Cost & Depreciation 6.66 4.60

Finance Cost 1.29 0.56

Profit before Depreciation and Tax 5.38 4.05

Depreciation 0.92 0.81

Profit/Loss before tax 4.45 3.24

Provision for Tax

- Current Tax 0.96 0.65

- Deferred Tax 0.29 0.30

Profit after Tax 3.20 2.28

Income tax Prior period (0.36) 0.15

Profit after tax and prior period 2.84 2.43

Add: Balance brought forward from the Previous Year 17.88 16.26

Appropriations

Provision for Proposed Dividend 0.49 0.49

Provision for Dividend Tax 0.08 0.08

Transfer to General Reserve 0.32 0.23

Balance carried to Balance Sheet 19.83 17.88

Review of the Business

During the year, your Company has achieved a total income of Rs.49.80 Crores as against Rs. 45.91 Crores in the previous year and earned a net profit of Rs. 2.84 Crores (Previous Year Rs.2.43 Crores) after providing Income Tax, Deferred Tax and prior period expenses of Rs.1.61 Crores (Previous Year Rs.0.81 Crores). Your Directors are confident of achieving better results in the years to come. The Board of Directors are of the opinion that the present and future market scenario of the Pharma Sector is extremely good as discussed in detail in Management Discussion and Analysis and accordingly proposes to expand its manufacturing facilities.

Dividend

Your Directors have recommended a dividend of Rs.0.50 per equity share for the year ended 31st March, 2012 being 5% of the Paid-up Equity Capital of the Company. The dividend, if approved at the ensuing 14th Annual General Meeting will be paid to those members whose names appear on the Company's Register of Members on September 29, 2012. The total amount of outgo on account of this will be Rs.0.49 Crores towards dividend and Rs.0.08 Crores towards dividend tax. The dividend would be tax free in the hands of the shareholders.

Listing:

The equity shares are listed on BSE Limited. However, the scrip was temporarily suspended from trading due to non submission of compliance as per listing agreement (which are categorised as penal reasons by the BSE Limited). Your Directors are making efforts to revoke the suspension and it is in process.

Transfer to Reserves:

Your Company proposes to transfer Rs.0.32 Crores to the General Reserve out of the amount available for appropriations.

Share Capital:

The Company has only one class of shares viz., Equity share of face value of Rs.10/- each. The total issued and subscribed capital of the Company is Rs.10.25 Crores. The paid up capital of the Company is Rs. 10.07 Crores.

Corporate Governance:

Your Company is committed to maintain highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance as well as Auditors Certificate on the Compliance of Corporate Governance are annexed to this Report.

Management Discussion and Analysis:

A detailed Report on Management Discussion and Analysis is provided as a separate section in the Annual Report.

Directors:

Mr. Boosa Eshwar, has been appointed as an Additional Director of the Company with effect from May 03, 2012. Approval of the Members for his appointment is being sought and forms part of the Notice of this Annual General Meeting of the Company.

Mr. G. Rama Raju and Mr. Harichandra Kantimahanti will retire at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Their re-appointment is being proposed and suitable resolutions forms part of the Notice of the ensuing Annual General Meeting.

Auditors

The Present Statutory Auditors of the Company M/s. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors and if reappointed, their reappointment would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Board of Directors recommend M/s P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad for reappointment as Statutory Auditors of the Company for the financial year 2012-13.

Cost Audit:

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit of the Company's bulk drugs division.

Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors had appointed Mr. Sativada Venkat Rao as cost auditor of the Company for the Financial Year 2012-13. The cost audit report would be filed with the Central Government on or before the due date.

Research & Development:

The Company has incurred an expenditure of Rs.0.63 Crores on research and development during the year.

Public Deposits:

The Company has not invited/accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm:

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

ii. 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 2011-12 and of the profit of the company for that period.

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

iv. that the directors had prepared the annual accounts on a "Going Concern" basis.

Particulars of Employees:

The Company do not have any employees drawing remuneration within the purview of Section 217 (2A) of the Companies Act, 1956 to be read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Particulars under section 217 (1) (e) of the Companies Act, 1956

Information regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as an Annexure.

Industrial Relations:

Industrial relation has been cordial and your directors appreciate the sincere and efficient services rendered by the employees at all levels towards the successful working of the Company.

Acknowledgement:

Your Directors wish to take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank Bank of India, Government Agencies, Business Associates, Shareholders and Investors at large for their continued support towards conduct of efficient operations of the Company.

For and on behalf of the Board

Sd/- G. Rama Raju Director

Sd/- G. Ganesh Kumar Chairman & Managing Director Place: Hyderabad Date : 30/05/2012


Mar 31, 2010

The Directors are pleased to present the 12th Annual Report for the year ended March31,2010. The Financial highlights of the year are as follows.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2009-2010 2008-2009

Sales 3764.93 3146.99

Processing Charges 797.68 581.62

Other Income 6.17 116.70

lncrease/(decrease) in stocks 168.13 7.98

Total Income 4736.91 3853.29

Operating Profit (PBD&T) 565.29 729.88

Depreciation 71.94 67.55

Profit Before Tax 493.35 662.33

Provision for Tax

Current 110.00 78.00

Deferred 15.69 30.09

Profit after Tax 367.66 548.99

Prior Period items: Less: Income Tax previous years

Net Profit aftertax 365.78 548.77

Transfer to General Reserve 36.8 54.9

Provision for Dividend and Dividend Tax 57.85 57.85

Earnings per share (Rs.) 3.57 5.35

REVIEW OF OPERATIONS:

During the year under review, your company has achieved sales turnover 4562.61 Lakhs and net profit of Rs.367.66 lakhs when compared to previous year turnover of Rs. 3728.61 lakhs and Rs. 548.99 lakhs respectively.

SHARE CAPITAL:

The Company has only one class of shares viz. equity share of Rs. 10/- of each. The total issued and subscribed capital of the company is Rs.1025.00 Lakhs. The shares of the company are listed on Bombay Stock exchange. The Scrip of the company is under compulsory demat.

DIVIDEND ON EQUITY SHARE CAPITAL:

Your Directors are pleased to recommend 5% dividend i.e Re.0.50Paise per equity share of Rs.10/- each for each for the financial year 2009-2010. The total amount of dividend provided for the year is Rs.57,85,500 including Rs.840400/ as tax on dividend. The dividend if approved at the ensuing Annual General Meeting will be paid to the share holders whose names appear on the Register of Members of the Company as on 30th September 2010

LISTING :

The above shares are listed on the Mumbai Stock Exchanges. The scrip of the Company is under compulsory Demat segment.

FIXED DEPOSITS:

During the year your company has not invited or accepted any deposits from the public for which the provisions of section 58 A & 58 AA of the Companies Act, 1956 apply

RESERVES & SURPLUS:

During the year under review the reserves and surplus stood at Rs 1888.08 lacs

FIXED ASSETS:

The fixed assets of the company stood at Rs 1616.47. lakhs as at the end of the current year as compared to Rs 1534.53 lacs.of previous year.

NET CURRENT ASSETS:

The net current assets of the Company have increased to Rs 1710.99 lakhs as on 31st March 2010 from Rs 1378.36 lacs as at 31st March 2009.

HUMAN RESOURCES:

The company believes that the intrinsic strength is its people. The company has always paid special attention to recruitment and development at all categories of employees. Yours directors would like to place on record, their deep appreciation of all employees for rendering impeccable services.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company Sri. Sridhar Bhupathi Raju retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re appointment.

During the year under review, Sri.G. Rama Raju was appointed as an Additional Director of the Company. Now the Board recommends for the regularisation of his appointment, as his rich experience in the pharma industry would benefit the Company.

AUDITORS:

The Auditors of the Company M/s P.S.N.Ravishanker & Associates, Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Your Directors state:

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

ii. That the directors have selected such accounting 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 Financial Year.

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

iv. That the directors have prepared the annual accounts on a going concern basis.

EMPLOYEE PARTICULARS:

The particulars of the employees as required in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 are NIL.

DEPOSITS:

During the year your company has not invited or accepted any deposits from the public for which the provisions of section 58 A & 58 AA of the Companies Act, 1956 apply.

CONSERVATION OF ENERGY ETC.,

The particulars as prescribed under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988, the

particulars relating to the conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo have been given in the Annexure which forms part of this Report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The particulars of the employees as required in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of employees) Rules, 1975 are NIL.

INDUSTRIAL RELATIONS:

Industrial relation have been cordial and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, the Companys Bankers, the Government of Andhra Pradesh and shareholders during the year under review.

For and on Behalf of the Board of Directors of

TYCHE INDUSTRIES LTD

Sd/- Sd/-

(G.Ganesh Kumar) (G. RAMARAJU)

Managing Director Director

Place: Hyderabad

Date: 31.05.2010

 
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