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Directors Report of Venmax Drugs & Pharmaceuticals Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

PARTICULARS 2013-2014 2012-2013

'' In lakhs '' In lakhs

Gross Income 61.62 507.52

Total Expenditure 104.14 568.74

Profit/Loss before Depreciation, Int & Taxation (42.52) (61.22)

Interest 1.38 17.09

Depreciation 1.16 24.78

Extraordinary items (132.23) -

Provision for Tax -- -

Net Profit/(loss) before tax (177.30) (103.09)

Deferred tax (52.45) 90.84

Net Profit / (Loss) (229.76) (12.25)

Paid up Equity Share Capital 523.89 523.89

REVIEW OF OPERATIONS:

The company recorded a turnover of Rs. 61.62 lakhs and net loss of Rs. 229.76 lakhs as against turnover of Rs. 507.52 lakhs and net loss of Rs. 12.25 lakhs for the corresponding previous year. The company is trying to achieve more turnovers in spite of lack of working capital facilities.

SALE OF LAND, BUILDINGS & MACHINERY:

As you are all aware of the Postal Ballot conducted during February 2013 where inapproval was accorded by the shareholders of the company for the sale / disposal of assets of the company in order to settle the loan liabilities due to the Bank and other statutory dues, your company has during July 2013 disposed off the assets and settled the dues of Bank, arrears of dues with Sales tax and other statutory dues.

Since the plant & equipment are very old and could not be upgraded, the production was getting hampered frequently. Further to this, power cuts and shortage are added burden on the production cycle. With the result, Working capital account became NPA. Under these circumstances, the company took the approval from Shareholders through postal ballot and sold the assets, cleared the liabilities to the bank and other statutory bodies.

However the company is planning to manufacture fine chemicals in leased premises and also trade the Bulk drugs, intermediates and cosmetics to improve workings of the company.

DIVIDEND:

The company was de-registered from BIFR. Directors express their inability to recommend any dividend for the said financial year. Directors regret the same, but are hopeful that the performance of the Company would improve in the years to come.

FIXED DEPOSITS:

The Company has neither accepted not renewed any deposits falling within the provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

The Company has not invited / accepted any fixed deposits during the year under review.

DIRECTORS:

Dr.A.Ramakrishnaiah, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIRECTORS ''RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in preparation of Annual Account for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(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 at the end of the financial year ended 31st March, 2014 and of the profit and loss of the company for that period:

(iii) that the directors have 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 a fraud and other irregularities :

(iv) that the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have submitted a Certificate pursuant to the provisions of section 224(1B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of 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 set out in Form - ''A'' and Form - ''B'' which is enclosed as Annexure - a to this report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum during the financial year. MANAGEMENT DISCUSSION & ANANLYSIS :

The Competition in the Pharmaceuticals industry is very high from both the organized and unorganized sectors.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch, your company unable to meet the demand.

Your company is gearing up to meet the challenges of Bulk Drug Industry. The Company is facing working Capital crunch, which may be overcome by equity participation by the Investors .

EXPLANATIONS TO AUDITORS''S QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors'' Report.

Necessary steps were taken to implement the auditor''s qualifications. The balance confirmations of the debtors, creditors, loans and advances are under process.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement, a separate Report on corporate Governance is enclosed as Annexure - B to this report.

LISTING FEE:

Your Company''s shares are listed on the Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock Exchange for the period 2013-14. The ISIN no. of the Company is INE 154 G 01014.

REPLIES TO AUDITORS QUALIFICATIONS :

The Company remitted Rs. 8 Laks to ESI Department to wards Disputed liability from the proceeded of sale However the department has refused to accept the amount stating that the matter of subjudiciary in nature. The other undisputed amount are being paid ACKNOWLEDGMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Company''s Customers, Bankers, shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company.

For and on behalf of Board of Directors

Place : Hyderabad N. V. NARENDER

Date: 3rd September 2014 Chairman and Managing Director


Mar 31, 2012

Dear Members'

The Directors have pleasure in presenting the 23rd ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31 st March' 2012.

FINANCIAL RESULTS:

PARTICULARS 2011-2012 2010-2011

Income from Operations 230.42 182.88

Total Expenditure 257.53 171.2

Profit/Loss before Depreciation & Taxation (-27.11) 11.68

Interest 25.17 21.37

Depreciation 26.84 30.76 Provision for Tax

Net Profit/(loss) before tax (-79.12) (-40.45)

Deferred tax (-16.44) 47.85

Net Profit / (Loss) (-62.68) (-88.30)

Paid up Equity Share Capital 436.76 436.76

REVIEW OF OPERATIONS:

The company recorded a turnover of Rs. 230.42 lakhs and net loss of Rs. 62.68 lakhs as against turnover of Rs. 182.88 lakhs and net loss of Rs. 88.30 lakhs for the corresponding previous year. The company is trying to achieve more turnovers in spite of lack of working capital facilities. As indicated earlier' the company is choosing different product mix in the current year operations.

DIVIDEND:

Since the company is still in the purview of BIFR' Directors express their inability to recommend any dividend for the said financial year. Directors regret the same' but are hopeful that the performance of the Company would improve in the years to come.

FIXED DEPOSITS:

The Company has neither accepted not renewed any deposits falling within the provisions of section 58Aof the CompaniesAct' 1956 read with the Companies (Acceptance of Deposits) Rules' 1975 from the public during the financial year.

The Company has not invited / accepted any fixed deposits during the year under review.

DIRECTORS:

Sri. Illindala Seshagiri Rao' Director retires by rotation at the ensuing Annual General Meeting and being eligible' offer himself for re-appointment.

Sri. Raghavacharya Vasudevan is proposed for appointment as a director liable for retirement by rotation.

DIRECTORS 'RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in preparation of Annual Account for the financial year ended 31 st March' 2012' the applicable accounting standards have been followed along with the proper explanation relating to material departures' if any' therefrom;

(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 at the end of the financial year ended 31st March' 2012 and of the profit and loss of the company for that period:

(iii) that the directors have 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 a fraud and other irregularities.

(iv) that the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Durga Prasad Associates' Chartered Accountants' the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible' offer themselves for re-appointment. They have submitted a Certificate pursuant to the provisions of section 224(1 B) of the Companies Act' 1956' that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

CONSERVATION OF ENERGY' TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

A Statement giving details of Conservation of Energy' Technology Absorption' Foreign Exchange Earnings and Outgo in accordance with the provisions of 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 set out in Form - 'A and Form - 'B' which is enclosed as Annexure - a to this report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act' 1956 read with Companies (Particulars of Employees) Rules 1975' as amended' no employee of your Company is in receipt of remuneration exceeding Rs.5'00'000/- per month or Rs.60'00'000/- per annum during the financial year.

MANAGEMENT DISCUSSION &ANANLYSIS:

The Competition in the Pharmaceuticals industry is very high from both the organized and un- organized sectors.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch' your company unable to meet the demand at export market. Your Company is planning to offer the products on profit sharing basis with other drug industries.

Your company is gearing up to meet the challenges of Bulk Drug Industry. The Company is facing working Capital crunch' which may be overcome by equity participation by the Investors and enhancement of it from existing bankers.

EXPLANATIONS TO AUDITORS'S QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors' Report.

Necessary steps were taken to implement the auditor's qualifications. The balance confirmations of the debtors' creditors' loans and advances are under process. The company is under review by BIFR' it doesn't have sufficientfunds to pay statutory dues & retirement benefits.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement' a separate Report on corporate Governance is enclosed asAnnexure- B to this report.

LISTING FEE:

Your Company's shares are listed on the Hyderabad Stock Exchange and Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock Exchange for the period 2011 -12. The ISIN no. of the Company is INE 154 G 01014.

ACKNOWLEDGEMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Company's Customers' Bankers' shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company. For and on behalf of Board of Directors

Place: Hyderabad N.V.NARENDER

Date: 31 May 2012 Chairman and Managing director


Mar 31, 2011

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

2010-2011 2009-2010 PARTICULARS Rs. In lakhs Rs. In lakhs

Income 180.20 296.19

Total Expenditure 171.21 232.02

Profit/(Loss) before Depreciation & Taxation 8.99 64.17

Interest 21.37 25.54

Depreciation & other written off 28.07 27.89 Provision for Tax

Net Profit / (Loss) (40.45) 10.74

Prior Period expense - 3.81

Deferred tax 47.85 18.86

Net Profit / (Loss) transferred to BS (88.30) (11.93)

Paid up Equity Share Capital 436.76 436.76

Reserves & Surplus 63.11 65.80

REVIEW OF OPERATIONS:

The company recorded a turnover of Rs. 180.20 lakhs and net loss of Rs. 40.45 lakhs before provision of deferred tax liability as against Rs. 296.19 lakhs of turnover and net profit of Rs. 10.74 lakhs for the previous year. The reason for the less turnover and loss was after effects of fire accident in manufacturing block, recession and the slack in demand for the Tritely Chloride.

In view of the above, the company is opting for new products to manufacture and is trying for enhancement of working capital.

DIVIDEND:

Since the company is still in the purview of BIFR, Directors express their inability to recommend any dividend for the said financial year. Directors regret the same, but are hopeful that the performance of the Company would improve in the years to come.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

The Company has not invited / accepted any fixed deposits during the year under review.

DIRECTORS:

Sri. Ramakrishnaiah Appanaboyana, Director, retires by rotation at the ensuing Annual general Meeting and being eligible, offer himself for re-appointment.

DIRECTORS'RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(I) That in preparation of Annual Account for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from:

(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 at the end of the financial year ended 31 st March. 2011 and of the profit and loss of the company for that period:

(III) That the directors have 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 a fraud and other irregularities:

(IV) the at the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Jawahar and Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have submitted a Certificate pursuant to the provisions of section 224(1 B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

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

A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of 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 set out in Form - A and Form - B' which is enclosed as Annexure - a to this report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.2,00,000/- per month or Rs.24,00,000/- per annum during the financial year.

MANAGEMENT DISCUSSION &ANANLYSIS:

The bulk drug industry is presently facing tough times because of stiff competition from China and reduction in profit margins. But the future is promising good fortunes since most of the bulk drugs are going to be off patented.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch, your company unable to meet the demand for export market. Your Company is planning to offer the products on profit sharing basis with other drug industries.

Your company is gearing up; to meet the challenges of Bulk Drug Industry. The Company R & D is strong enough to meet the requirements of foreign Buyers.

Your company can withstand any kind of shocks which normally faced by Bulk Drug Industry. The Company is facing working Capital crunch, which may be overcome by equity participation by the Investors and enhancement of it from existing bankers.

EXPLANATIONS TO AUDITORS' QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors' Report.

Necessary steps were taken to implement the auditor's qualifications. The balance confirmations of the debtors, creditors, loans and advances are under process. The company is under review by BIFR, it doesn't have sufficient funds to pay statutory dues & retirement benefits. Company has initiated criminal proceedings against the director for mis-utilization of company's bank account.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement, a separate Report on corporate Governance is enclosed as Annexure-B to this report.

LISTING FEE:

Your Company's shares are listed on the Hyderabad Stock Exchange and Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock Exchange for the period 2010-11. The ISIN no. of the Company is INE 154 G 01014.

ACKNOWLEDGEMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Company's Customers, Bankers, shareholders for their support and co-operation. Your Directors express their heart felt gratitude to the employees for their exceptional commitment and loyalty to the company.

BY ORDER OF THE BOARD

Place: Hyderabad N.V.NARENDER

Date : 5/12/2011 CHAIRMAN AND MANAGING DIRECTOR


Mar 31, 2009

The Directors have pleasure in presenting the 20th ANNUAL REPORT together with the Audited

Accounts of the company for the financial year ended 31st March, 2009.

During the year under review your companys name was changed to VENMAX DRUGS AND PAHARMACETUICALS LIMITED and a fresh certificate of incorporation was issued to the company by the Registrar of Companies, Andhra Pradesh, Hyderabad.

FINANCIAL RESULTS: For the Financial Year For the Financial Year 2008-09 2007-08

Income from Operations 302.83 299.78

Other lncome(lncrease / decrease in stocks) (97.63) 7.05

Total Expenditure 147.79 266.19

Profit/Loss before Depreciation and Taxation 57.41 40.64

Interest 24.60 10.29

Depreciation 22.68 24.75

Provision for Tax 0.18 0.17

Net Profit 9.95 5.43

Deferred Tax 122.00 86.18

Net Profit/(Loss) 131.95 -80.75

Paid up Equity Share Capital 436 76 528.53

Reserves & Surplus 68.49 71.18



REVIEW OF OPERATIONS:

During the year under review, your company has achieved a turnover of Rs.302.83 Lacs and incurred a profit of Rs9.95 Lacs. The OTS benefits from financial institutions were taken in to consideration. Your Directors agree that the Company not achieved the targeted results because of the following reasons.

1. During Sep, 2008 the Working capital limits of Rs.150 lakhs was disbursed by Union Bank of India Which is insufficient to meethig her target of Sales..

2. Company is planning to induct new financial directors with considerable investment to meet the working capital requirement

3. Your Directors hope that the new products and tie up with International Companies. The company will be doing extremely well in 2009-10. Your company is free from term loans and is trying for the enhancement of working capital to the tune of Rs 4.00 crores to meet the targeted sales of Rs20.00 crores during 2010- 11.

DIVIDEND:

Since the company is still in the preview of FJIFR .Directors express their inability to recommend any dividend for the said financial year. Directors regret the same, but are hopeful that the performance of the Company would improve in the years to come. FIXED DEPOSITS:

The Company has neither accepted not renewed any deposits falling within the provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year. The Company has not invited/ accepted any fixed deposits during the year under review. DIRECTORS:

Sri. Gajula Gopal of your company retires by rotation at the ensuing Annual general Meeting and being eligible, offer himself for re- appointment..

In accordance with the Article 106 and Section/s 257 & 260 of the companies Act, 1956 one share holder has proposed for the reappointment of the additional directors viz, Sri.NiteshVijayVargiya, Dr. A. Ramakrtshnaiah and Sri.l.SeshagiriRaowhowere appointed /Co - opted as additional Directors during the year 2008-09.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in preparation of Annual Account for the financial year ended 31 st March, 2009, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(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 at the end of the financial year ended 31 st March. 2006 and of the profit and loss of the company for that period:

(iii) that the directors have 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 a fraud and other irregularities: (iv) that the directors have prepared the annual accounts on a going concern basis. AUDITORS:

M/s Jawahar and Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have submitted a Certificate pursuant to the provisions of section 224(1 B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO: A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of 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 set out in Form - A and Form - B which is enclosed as Annexure -a to this report. PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule s 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.2,00.000/- per month or Rs.24,00,000/- per annum during the financial year.

MANAGEMENT DISCUSSION &ANANLYS1S:

The Competition in the Pharmaceuticals industry is very high from both the organize and un-organized sectors. In the present scenario there are more number of opportunities than threats to your Company.

The world market for generics (Off patent Drugs) is expected to grow to about US $20 Billion by, 2007, and to about US$80 Billion by 2010. This represents a great opportunity for Indian Companies with Good GMP Manufacturing Facilities and regulatory skills. Your

Company is exploring all the possibilities to take advantage of patent export. Some of the areas it is exploring are like, obtaining exclusive marketing rights for select specialty products with high growth and making agreements for supplying cost effective molecules in bilk to large multinational companies.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch, your company unable to meet the demand at export market. Your Company is planning to offer the products on profit sharing basis with other drug industries.

VENMAX DRUGS AND PAHARMACETUICALS LIMITED, is gearing up; to meet the challenges of Bulk Drug Industry. The Company R & D is strong enough to meet the requirements of foreign Buyers.

VENMAX DRUGS AND PAHARMACETUICALS LIMITED , can withstand any kind of shocks which normally forced by Bulk Drug Industry. The Company is facing working Capital crunch, which may be overcome by equity participation by the Investors and enhancement of it from existing bankers.

EXPLANATIONS TO AUDITORSS QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors Report

Necessary steps were taken to implement the auditors qualifications.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement, a separate Report on corporate Governance is enclosed as Annexure - B to this report.

LISTING FEE:

Your Companys shares are listed on the Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock

Exchange for the period 2008-09. The lSIN no.of the Company is lNE154G01014.

ACKNOWLEDGEMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Companys Customers, Bankers, shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS Sd/- Place: Hyderabad N.V.NARENDER Date: 5th September, 2009 Chairman and Managing director

 
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