Mar 31, 2018
To The Members, Tyche Industries Limited
The Directors presents the 20th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2018.
Financial Results (Rupees in Crores)
Particulars |
Current Year ended on 31/03/2018 |
Previous Year ended on 31/03/2017 |
Total Income (Including Other Income) |
53.28 |
44.49 |
Less: Expenditure (before Finance Cost and Depreciation) |
42.57 |
36.61 |
Profit before Finance Cost and Depreciation |
10.71 |
7.88 |
Less: Finance Cost |
0.01 |
0.08 |
Profit before Depreciation and Tax |
10.70 |
7.80 |
Less: Depreciation |
1.84 |
1.87 |
Profit/Loss before tax |
8.86 |
5.93 |
Less: Provision for Tax |
|
|
- Current Tax |
2.97 |
2.13 |
- Deferred Tax |
0.03 |
0.72 |
Profit after Tax |
5.86 |
3.08 |
Less: Extra-Ordinary Items-Short Provision |
- |
- |
Profit after tax and prior period |
5.86 |
3.08 |
Add: Balance brought forward from the Previous Year |
32.18 |
30.18 |
Appropriations |
|
|
Provision for Proposed Dividend |
0.51 |
0.51 |
Provision for Dividend Tax |
0.11 |
0.11 |
Transfer to General Reserve |
0.30 |
0.30 |
Adjustment to Reserves |
0.00 |
0.00 |
( /-) Excess/Short Provision |
-0.03 |
-0.16 |
Balance Carried to Balance Sheet |
37.10 |
32.18 |
Review of the Business:
During the year, your Company has achieved a total sales income of Rs. 51.59 Crores as against Rs.42.60 Crores in the previous year and earned a net profit of Rs.5.86 Crores (Previous Year Rs.3.08 Crores) after providing Income Tax and Deferred Tax of Rs. 3.00 Crores (Previous Year Rs. 2.85 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, 2018 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 Companyâs Register of Members on 21st September, 2018. 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) Directors:
In accordance with the provisions of the Companies Act, 2013, Sri. G .Ganesh Kumar, Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting of the company.
Brief resume of Directors proposed to be appointed/re-appointed as stipulated under SEBI (LODR) Regulations, 2015 entered with the Stock Exchanges are given in the Notice convening 20th Annual General Meeting.
b) Board Meetings:
During the year, seven board meetings were held, with gap between meetings not exceeding the period prescribed under the 2013 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 appraise the Board of important developments in industry, segments, business operations, marketing, products etc.
c) Key Managerial Personnel:
Mr. G. Ganesh Kumar, Managing Director of the Company.
Mr. Y. Srinivasa Rao, Chief Financial Officer (appointed on 30th May, 2017 up to 13.02.2018)
Mr. K. Srinivas,, Chief Financial officer (appointed on 13.02.2018 with immediate effect).
Ms. Laxmi Chandra Dey, Company Secretary and Compliance Officer.
d) Independent Directors:
Mr. Harichandra kantimahanti and Mr. Boosa Eshwar are Independent Directors of the Company. In terms of Section 149 and 152 of the Companies Act, 2013 these Independent Director of the Company will hold office till 31st March, 2019 who shall not retire by rotation. The Independent Directors of the Company have given declaration that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013.
e) Independent Directors familiarisation programme:
As per the requirements under the (Listing Obligations and Disclosure Requirements) Regulations 2015, 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.
f) Performance Evaluation of Board, Committees and Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligation and Disclosure Requirements), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and of the Independent Directors on parameters such as level of engagement, contribution, independent judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process as well as the evaluation of the working of its committee, information needs of the Board, execution and performance of specific duties, obligation and governance.
g) 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. SURYAM & CO, Chartered Accountants (Firm Registration No. 012181S) are re-appointed as statutory auditors upon the conclusion of the 20th AGM in accordance with the provisions of the Companies Act, 2013.
The Audit Committee and the Board of Directors recommend the re-appointment of M/s. SURYAM & CO, Chartered Accountants, as statutory auditors of the Company from the Conclusion of the 20th AGM, subject to the shareholders approvals.
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-appointed D. Renuka, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure 1â 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 APIâs activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee recommended Mr. Sativada Venkat Rao., Practicing Cost Accountant, Hyderabad as Cost Auditors of the Company to conduct the cost audit for the financial year 2018-19, at a remuneration of Rs. 30,000/-p.a (Rupees Thirty Thousand only) excluding taxes as may be applicable, in addition to reimbursement of all out-ofpocket expenses subject to ratification by members. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable Mr. Sativada Venkat Rao, Cost Auditor is included at Item No.5 of the Notice convening the 20th Annual 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 Board has recommended the re-appointment of M/s. P.S.N Ravishanker & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2018-19.
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 âInternal Financial Controlsâ for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs 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 interalia, 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 31st March, 2018. 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, 2018, 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, 2018 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 armâs 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 and associate Companies:
The Company does not have any subsidiary and/or associate companies.
Public Deposits:
During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 76 of 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 2018-2019.
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.10.24 Crores. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
Forfeiture of shares:
The company has issued notices to the shareholders for payment of calls in arrears on various dates, after the issue of said notices the company is left with unpaid capital of Rs 46,600/- unpaid on 9,320 equity shares @ Rs 5/- share. The company after taking approvals from the stock exchange, the said share capital will be written off accordingly in books.
Report on Corporate Governance:
A detailed report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (LODR) Regulations, 2015 with the Stock Exchange together with Certificate given by the practising company secretary regarding the compliance of conditions of corporate governance, form a part of Annual 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 Companyâs internal control and financial reporting process.
As on 31stMarch, 2018, the Audit Committee comprised of Mr.Harichandra Kantimahanti, Mr.Boosa Eshwar, Independent Directors and Mr. G. Ganesh Kumar, Managing Director of the Company as member.
Mr. Harichandra Kantimahanti 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:
There are currently five Committees of the Board, which are as follows:
1. Audit Committee
2. Stakeholdersâ Relationship Committee
3. Share Transfer Committee
4. Nomination and Remuneration Committee
5. Corporate Social Responsibility Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, as part of this Annual Report.
Research & Development:
The Company has incurred an expenditure of Rs.0.77 Crores 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 Manufacturing & Supply, Regulatory, Information Technology, Currency fluctuation, Compliance, Litigation, etc. 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 2017-18, 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 âAnnexure IIâ.
Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Companyâs 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 Companyâs operations in future.
Information under the Sexual Harassment 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 âAnnexure IIIâ.
Managerial Remuneration and Particulars of Employees:
Disclosure 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 are attached as Annexure IV.
In terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report.
Considering the first proviso to section 136(1) of the Companies Act, 2013, the annual report, excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during business hours on working days up to the date of the forthcoming 20th Annual General Meeting. Any shareholders interested in obtaining a copy thereof may write to the Company Secretary in this regard.
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 âV 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, HDFC Bank, 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/-
Place: Hyderabad G. Ganesh Kumar
Date : 10 th August, 2018 Chairman & Managing Director
Mar 31, 2016
DIRECTOR''S REPORT
To
The Members,
Tyche Industries Limited
The Directors presents the 18th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2016.
Financial Results
(Rupees in Crores)
Particulars Current Year |
Previous Year ended on 31/03/2016 |
ended on 31/03/2015 |
|
Total Income (Including Other Income) |
55.76 |
64.11 |
|
Less: Expenditure (before Finance Cost & Depreciation) |
51.16 |
56.80 |
|
Profit before Finance Cost & Depreciation |
4.60 |
7.31 |
|
Less: Finance Cost |
0.29 |
1.11 |
|
Profit before Depreciation and Tax |
4.31 |
6.20 |
|
Less: Depreciation |
1.76 |
3.34 |
|
Profit / Loss before tax |
2.55 |
2.86 |
|
Less: Provision for Tax |
|||
- Current Tax |
0.60 |
1.22 |
|
- Deferred Tax |
-0.51 |
-0.29 |
|
Profit after Tax |
2.46 |
1.93 |
|
Less: Extra-Ordinary Items- short provision |
- |
- |
|
Profit after tax and prior period |
2.46 |
1.93 |
|
Add: Balance brought forward from the Previous Year |
28.68 |
28.77 |
|
Appropriations |
|||
Provision for Proposed Dividend |
0.51 |
0.51 |
|
Provision for Dividend Tax |
0.11 |
0.11 |
|
Transfer to General Reserve |
0.30 |
0.30 |
|
Adjustment to Reserves |
0.00 |
1.11 |
|
( /-)Excess/ Short Provision |
-0.05 |
0.01 |
|
Balance carried to Balance Sheet |
30.17 |
28.68 |
|
Review of the Business:
During the year, your Company has achieved a total income of Rs.55.76 Crores as against Rs.64.11 Crores in the previous year and earned a net profit of Rs.2.46 Crores (Previous Year Rs.1.93 Crores) after providing Income Tax and Deferred Tax of Rs. 0.09 Crores (Previous Year Rs.0.93 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, 2016 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, 2016. 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) Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of Associations of the Company, Mr. G Ganesh Kumar, Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
Mr. G Sandeep, Whole-time Director and Chief Financial Officer (CFO) of the Company resigned from Directorship and from the position of Chief financial officer (CFO) of the Company w.e.f. 10th August, 2016. The Board places on record its profound appreciation for the contribution made during his tenure as whole time Director and Chief Financial Officer of the Company.
Brief resume of Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement (up to 30th November, 2015) and SEBI (LODR) Regulations, 2015 (effect form 1st December, 2015) entered with the Stock Exchanges are given in the Notice convening 18th Annual General Meeting.
b) Board Meetings:
During the year, six board meetings were held, with gap between meetings not exceeding the period prescribed under the 2013 Act. Details of Board and Board Committee Meetings held during the year are given in the Corporate Governance Report.
Board Meeting dates are finalized 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) Key Managerial Personnel
Mr. G Ganesh Kumar, Managing Director, Mr. G Sandeep, Whole-time Director and Chief Financial Officer of the Company (CFO) (Resigned with effect from the post of directorship and CFO on 10th August, 2016), Ms. Laxmi Chandra Dey, Company Secretary (joined 28th December, 2015) are Key Managerial personnel of the Company.
d) Independent Directors
Mr. Harichandra Kantimahanti, Mr. Boosa Eshwar, Ms. P Vijaya Lakshmi are Independent Directors of the Company (with effect from 11th August, 2014). In terms of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of the Company to hold office as such for a period up to 31st March, 2019, who shall not retire by rotation. The Independent Directors of the Company have given declaration to the Company that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.
e) Independent Directors familiarization programme:
As per the requirements under the (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company undertook Directors Familiarization Programme for Independent Directors in order to familiarize 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.
f) Performance Evaluation of Board, Committees and Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligation and Disclosure Requirements), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and of the Independent Directors on parameters such as level of engagement, contribution, independent judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process as well as the evaluation of the working of its committee, information needs of the Board, execution and performance of specific duties, obligation and governance.
g) 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 reappointment 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 up to the conclusion of next Annual General Meeting of the Company and to audit financial statements for the year 2016-17.
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 reappointed Ms. D. 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 2016-17, 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.5 of the Notice convening the 18thAnnual 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 2016-17.
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, 2016. 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, 2016, 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, 2016 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 76 of 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 2016-2017.
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:
A detailed report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (LODR) Regulations, 2015 with the Stock Exchange together with Auditor Certificate regarding the compliance of conditions of corporate governance, form a part of Annual 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, 2016, the Audit Committee comprised of Mr.Harichandra Kantimahanti, Mr.Boosa Eshwar, Independent Directors and Mr. G. Ganesh Kumar, Managing Director as Member.
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 by passing Board Resolution dated 28th December, 2015 i.e. Audit Committee and Stakeholder Relationship 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.0.57 Crores 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 Manufacturing & Supply, Litigation, Information Technology, Currency fluctuation, Compliance, Regulatory changes, etc. 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 materialize.
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 2015-16, 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 CSR 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 Harassment 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, 2016
Registered office:
H. No. C-21/A, Road No.9, Film Nagar,
Jubilee Hills,
Hyderabad - 500 096
CIN: L72200TG1998PLC029809
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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