Mar 31, 2015
The Board of Directors take pleasure in presenting their Report along
with the Audited Accounts of the Company for the year ended 31stMarch,
2015.
(In Rupees)
Particulars 2014-15 2013-14
Total Income 28,79,51,627.00 13,36,57,920.00
Expenditure 28,53,18,453.00 13,09,48,191.00
Operating
Profit / (Loss) 26,33,173.00 27,09,729.00
Depreciation 99,61,006.00 11,84,728.00
Provision for Tax (5,39,937.00) 5,71,732.00
Net Profit / (Loss) (67,87,895.00) 9,53,270.00
DIVIDEND:
To maintain liquidity, your Directors have not recommended any dividend
for the reporting period.
MANAGEMENT DISSCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report for the year under review
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
SUBSIDIARIES:
The company has no subsidiaries:
FIXED DEPOSITS:
Your Company has not accepted any Fixed Deposits during the year within
the meaning of Section 76 of the Companies Act, 2013 and the Rules made
there under.
DIRETORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Clause (c) of Subsection (3) of Section
134 of the Companies Act, 2013, the directors hereby confirm that:
- In preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures.
- The Directors had selected such accounting policies and applied them
consistently and made Judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period.
- The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities.
- The Directors had prepared the annual accounts on a going concern
basis.
- The Directors had laid down internal financial controls to be
followed by the company and such internal financial controls are
adequate and were operating effectively.
- The Directors had devised proper systems to ensure the compliance of
all applicable laws and that such systems were adequate and operating
effectively
CORPORATE GOVERNANCE:
Corporate governance, as required under amended Clause 49 of the
listing Agreement with the Stock Exchanges, a Certificate of Compliance
of Corporate Governance from the company secretary in whole time
practice is annexed and forms part of this Directors Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website: www.saamyabiotech.com
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. A Group Risk Management Policy was reviewed and approved by the
Committee.
The Company managers, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organizational
structures, processes, standards, code of conduct and behaviors
together form the Risk Management System (RMS) that governs how the
Group conducts the business of the Company and manages associated risks
The Company has introduced several improvements to Integrated
Enterprise Risk Management, Internal Controls Management and Assurance
Frameworks and processes to drive a common integrated view of risks,
optimal risk mitigation responses and efficient management of internal
control and assurance activities. This integration is enabled by all
three being fully aligned across Group wide Risk Management, Internal
Control and Internal Audit methodologies and processes
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Dr. Y. Manivardhan Reddy designated as MD & CEO, Dr. Y. Sonia Reddy
desginated as Chairman & CFO as per section 203 of Companies Act 2013 &
the Company is in the process of appointing a qualified member of ICSI
as company secretary. The Company has received declarations from all
the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under the Act and Clause 49
of the Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the non-executive
directors and executive directors.
The Company had engaged consultant for looking at the best practices
prevalent in the industry and advising with respect to evaluation of
Board members. On the basis of recommendations of the consultants and
the Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors, a process of evaluation was
followed by the Board for its own performance and that of its
Committees and individual Directors.
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company: www.saamyabioech.com The following policies of the Company are
attached herewith marked as Annexure IIIA and Annexure IIIB:
a) Policy for selection of Directors and determining Directors
independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors:
M/s. P. Murali & Co, Chartered Accountants, Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. They have confirmed their
eligibility to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act and that they are not
disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
Secretarial Auditor
The Board has appointed Mr. S. Chidambaram, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure V to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
DISCLOSURES:
Audit Committee
The Audit Committee comprises Independent Directors and Executive
Directors of which majority of them are independent. All the
recommendations made by the Audit Committee were accepted by the Board.
For complete information please refer report on Corporate Governance
which forms part of this Annual Report Meetings of the Board Six
Meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance of this
Annual Report.
PARTICULRS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
During the year your company did not make any Investments, give Loans
and Provide Guarantee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure VI to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
VII to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There are No employees who fall within the provisions of Section
197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this
Report.
4. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co- operation received from the financial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
Company's executives, staff and workers for and on behalf of the Board
of Directors.
By Order of the Board
Dr. Y. Manivardhan Reddy
Managing Director
Place: Hyderabad
Date:05.09.2015
Mar 31, 2014
The Members,
SAAMYA BIOTECH (INDIA) LIMITED
The Directors have pleasure in presenting the 12th Annual Report
together with the Audited Balance Sheet, Profit & Loss Account and Cash
Flow Statement for the financial year ended 31st March, 2014.
FINANCIAL PERFORMANCE
The performance of the company during the period under review is as
follows:
(In Rupees)
Particulars 2013 - 2014 2012 - 2013
Total Income 13,36,57,920.00 2,98,24,673.00
Expenditure 13,09,48,191.00 3,31,73,964.00
Operating Profit / (Loss) 27,09,729.00 (33,49,291.00)
Depreciation 11,84,728.00 7,15,215.00
Provision for Tax 5,71,732.00 (65,155.00)
Net Profit / (Loss) 9,53,270.00 (39,99,352.00)
During the period under review, the Company has focused on its projects
with revised plans and your Directors assure you to continue the same
in the future.
DIVIDEND
Due to inadequacy of profits, the Board could not recommend dividend
during the year under review.
BIOTECH PROJECT, HYDERABAD
Your Company chose not to seek disbursement of the loan sanctioned by
Indian Overseas Bank for biotech project in Hyderabad as the interest
rate is very high and is not viable in the present global scenario and
economic downslide on all fronts. Instead your company chose
alternative funding through FCCB / ECB for implementation biotech
project at Hyderabad. As soon as the funds are received the
construction of manufacturing facilities will be completed.
FCCB ISSUE:
The Company efforts with reference to issuing of Foreign Currency
Convertible Bonds (FCCBs) to raise the funds to the tune of USD 40
Million to fund implementation and expansion in India and Malaysia are
continuing. Due to global recession and economic slow-down the issue is
not take place, once the market stabilized the issue will be in place.
FIXED DEPOSITS
The Company has not invited/accepted any fixed deposits from the public
in terms of Sec- tion 58A of the Companies Act, 1956.
EMPLOYEE PARTICULARS
None of the employees is in receipt of remuneration exceeding the limit
and whose particu- lars are required to be given as prescribed under
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 2011.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that:
i. In the preparation of the annual accounts for the year ended 31st
March, 2014, the applicable accounting standards have been followed and
there are no material depar- tures.
ii. We have selected appropriate accounting policies and applied them
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March 2014 and of the profit of the company
for the financial year ended 31st March 2014.
iii. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregulari- ties; and
iv. We have prepared the annual accounts for the financial year ended
31st March, 2014 on a going concern basis.
CODE OF CONDUCT
Pursuant to the Listing Agreement entered into by the company with the
Bombay Stock Exchange Limited & Madras Stock Exchange Limited, a
declaration declaring that all the members of the Board and the Senior
Management Personnel of the company have af- firmed compliance with the
Code of Conduct of the Company is forming part of the Corpo- rate
Governance Report attached herewith.
CORPORATE GOVERNANCE
Your Directors are happy to report that your Company is in compliance
with the Corporate Governance requirements as per Clause 49 of the
Listing Agreement with the Stock Ex- changes. A separate section on
Corporate Governance, Management Discussion and Analy- sis together
with a certificate from the Statutory Auditor''s confirming compliance
is set out in the Annexure forming part of this report.
CEO/CFO CERTIFICATION
The Board has recognized Managing Director of the Company as CEO for
the limited purpose of Compliance under the Listing Agreement. The CEO
has certified, in terms of revised clause 49 of the listing agreement,
to the Board that the financial statements present a true and fair view
of the company''s affairs and are in compliance with existing accounting
standards, internal control and disclosures.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on ''Management Discussion and Analysis'' (MDA),
pursuant to Clause 49 of the Listing Agreement forms part of this
Annual Report.
STOCK EXCHANGES
Company''s present Equity shares are listed in Bombay Stock Exchange
Limited and Ma- dras Stock Exchange Limited, and the Company has paid
the Listing Fees to the Stock Exchanges for the Financial Year 2014-15.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company also has internal Audit system commensurate with its size
and nature of business. The Company has adequate internal control
systems and procedures in all op- erational areas and at all levels Â
equipments procurement, finance, and administration, marketing and
personnel departments. The Audit Committee reviews the internal audit
reports and the adequacy of internal controls from time to time.
AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (E) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy:
All necessary measures for conservation of energy are taken by the
company.
(b) Research and Development and Technology Absorption:
No research and Development has been carried out.
(c) Foreign Exchange Earnings & Outgo:
(i) Foreign exchange earnings : NIL
(ii) Foreign Exchange out go : NIL
PERSONNEL
Your Directors take this opportunity to record their appreciation for
the cooperation and loyal services rendered by the employees.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continuous
assistance and co- operation extended to your Company by the valued
customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange
Limited, Madras Stock Exchange Limited and all other regulatory
Authorities. The Directors also sincerely acknowledge the significant
con- tributions made by all the employees for their dedicated services
to the Company.
On behalf of the Board
Place: Hyderabad Dr. Y. Manivardhan Reddy Dr. Y. Sonia Reddy
Date: 1st September 2014 Managing Director Chairman & Joint
Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 10th Annual Report
together with the Audited Balance Sheet, Profit & Loss Account and Cash
Flow Statement for the financial year ended 31st March, 2012.
FINANCIAL PERFORMANCE
The performance of the company during the period under review is as
follows:
(In Rupees)
Particulars 2011 - 12 2010 - 11
Total Income 237,292,516 162,837,359
Expenditure 233,030,571 160,200,605
Operating Profit 4,261,945 2,636,754
Less: Depreciation 721,733 718,157
Less: Provision for Tax 1,035,950 653,723
Net Profit (after deferred
tax provision) 2,786,789 882,166
Your company has recorded a gross turn over of Rs. 232,937,467 for the
year ended 31st March, 2012 against a gross turn over of Rs.
169,348,712 last year. This net profit figure has grown up to Rs.
2,786,789 for the financial year under review as compared to Rs.
882,166 for the last financial year.
This growth has been made possible by the unending tireless efforts of
top management along with many supporting disciplines. During the
period under review, the Company has focused on its projects with
revised plans and your Directors assure you to continue the same in the
future,
DIVIDEND
Due to inadequacy of profits, the Board could not recommend dividend
during the year under review.
JOINT VENTURE AGREEMENT
Your Company has entered into a joint venture to set up manufacturing
plant with Perak Bio Corporation Sdn. Bhd. (PBC), a Perak State Govt.
agency with equity participation from the Perak State Govt. firm. With
the Government of Perak State in Malaysia, your company is jointly
making efforts to source the
required funds for implementation of the project and once the financial
closure is completed the construction of manufacturing plant will
commence.
BIOTECH PROJECT, HYDERABAD
Your Company chose not to seek disbursement of the loan sanctioned by
Indian Overseas Bank for biotech project in Hyderabad as the interest
rate is very high and is not viable in the present global scenario and
economic downslide on all fronts. Instead your company chose
alternative funding through FCCB for implementation biotech project at
Hyderabad. As soon as the FCCB funds are received the construction of
manufacturing facilities will be completed.
FCCB Issue:
The Company efforts with reference to issuing of Foreign Currency
Convertible Bonds (FCCBs) to raise the funds to the tune of USD 40
Million to fund implementation and expansion in India and Malaysia are
continuing. The prospectus has been filed with Luxemburg Stock Exchange
and the same is approved by the exchange. But due to global recession
and economic slow- down the issue is not take place, once the market
stabilized the issue will be in place.
FIXED DEPOSITS
The Company has not invited/accepted any fixed deposits from the public
in terms of Section 58A of the Companies Act, 1956.
EMPLOYEE PARTICULARS
None of the employees is in receipt of remuneration exceeding the limit
and whose particulars are required to be given as prescribed under
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 2011.
DIRECTORS
Dr. P. Naveen Chander Reddy, Director, whose period of office
determined by rotation is due to retire at this Annual General Meeting
and being eligible offer himself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to the Directors' Responsibility Statement, it
is hereby confirmed that:
i. In the preparation of the annual accounts for the year ended 31st
March, 2012, the applicable accounting standards have been followed and
there are no material departures.
ii. We have selected appropriate accounting policies and applied them
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March 2012 and of the profit of the company
for the financial year ended 31st March 2012.
iii. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv. We have prepared the annual accounts for the financial year ended
31st March, 2012 on a going concern basis.
v. The delay in depositing statutory dues including Income Tax, Cess
and any other statutory dues with the appropriate authorities because
your company not availed the loan sanctioned by Indian Overseas Bank
and delay in obtaining required funding through FCCB due to global
recession and economic slow-down.
vi. The advance given to Maanya Biotech Limited is considered good and
your company will get back the money within a short while or when time
comes we could convert this against the Engineering and R&D services
would require for our project.
CODE OF CONDUCT
Pursuant to the Listing Agreement entered into by the company with the
Bombay Stock Exchange Limited, a declaration declaring that all the
members of the Board and the Senior Management Personnel of the company
have affirmed compliance with the Code of Conduct of the Company, is
forming part of the Corporate Governance Report attached herewith.
CORPORATE GOVERNANCE
Your Directors are happy to report that your Company is compliant with
the Corporate Governance requirements as per Clause 49 of the Listing
Agreement with the Stock Exchanges. A separate section on Corporate
Governance and Management Discussion and Analysis together with a
certificate from the Statutory Auditor's confirming compliance is set
out in the Annexure forming part of this report.
CEO/CFO CERTIFICATION
The Board has recognized Managing Director of the Company as CEO for
the limited purpose of Compliance under the Listing Agreement. The CEO
has certified, in terms of revised clause 49 of the listing agreement,
to the Board that the financial statements present a true and fair view
of the company's affairs and are in compliance with existing accounting
standards, internal control and disclosures.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on 'Management Discussion and Analysis' (MDA),
pursuant to Clause 49 of the Listing Agreement forms part of this
Annual Report.
STOCK EXCHANGES
Company's present Equity shares are listed in Bombay Stock Exchange
Limited and Madras Stock Exchange, and the Company has paid the Listing
Fees to the Stock Exchanges for the Financial Year 2012-13.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company also has internal Audit system commensurate with its size
and nature of business. The Company has adequate internal control
systems and procedures in all operational areas and at all levels -
equipments procurement, finance, and administration, marketing and
personnel departments. The Audit Committee reviews the internal audit
reports and the adequacy of internal controls from time to time.
AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (E) OF THE COMPANIES ACT,
1956 (a) Conservation of Energy:
All necessary measures for conservation of energy are taken by the
company.
(b) Research and Development and Technology Absorption:
No research and Development has been carried out.
(c) Foreign Exchange Earnings & Outgo:
(i) Foreign exchange earnings : Rs. 8,98,59,005/-
(ii) Foreign Exchange out go : Rs. 5,68,199/-
towards foreign Travel.
PERSONNEL
Your Directors take this opportunity to record their appreciation for
the cooperation and loyal services rendered by the employees.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continuous
assistance and co-operation extended to your Company by the valued
customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange
Limited and all other regulatory Authorities. The Directors also
sincerely acknowledge the significant contributions made by all the
employees for their dedicated services to the Company.
On behalf of the Board
Place: Hyderabad
Date: 31st August, 2012 Dr.Y. Sonia Reddy
Chairman & Joint Managing
Director
Dr. Y. Manivardhan Reddy
Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the Eighth Annual Report
together with the Audited Balance Sheet, Profit & Loss Account and Cash
Flow Statement for the financial year ended 31st March, 2010.
FINANCIAL RESULTS REVIEW AND PROSPECTS
Saamya is pleased to report that the first time in its history, the
Company has recorded the revenue and income from marketing Chemicals,
Drugs & related pharmaceutical products, through outsourcing. This
marks a turning point for the Company as an active player in its
commercial operations.
From the financial prospective, the Company has improved its overall
financial position. Total revenue of the Company for the financial year
ended 31st March, 2010 is Rs. 2,34,65,650/- and the Company incurred a
total expenditure of Rs. 2,30,17,816/- thereby recording operating
profit of Rs. 4,47,834/- and registered a net profit of Rs. 2,04,992/-.
During the period under review, the Company has focused on its projects
with revised plans by redesigning of the Companys plant and
engineering structure and added two more products (Tacrolimus and
Rapamycin) to the existing products.
COMPANYS PRODUCTS / SERVICES
The company would manufacture Biopharmaceuticals in the plant coming up
at Shapoorji Pallonji Biotech Park Phase-II, Turkapally, 35 km from
Hyderabad city, Andhra Pradesh, India. The company is supported by
renowned Scientists and Technocrats in the field of Biotechnology. The
cost of the project is estimated at Rs. 6,756.42 lakhs. The project is
financed by equity share capital of Rs. 2,308.00 lakhs which includes
Core-promoters contribution to the extent of Rs. 808.00 lakhs and Rs.
1,500.00 lakhs from Public Issue. The company has taken necessary steps
to obtain the Term loan of Rs. 4,448.42 lakhs from Financial
Institutions.
DIVIDEND
As you are aware that the company is in the process of implementing the
project, your Directors have not recommended any dividend at this
Annual General Meeting.
JOINT VENTURE AGREEMENT
Your company is progressing well on the front of implementing the
proposed biotech project in Malaysia through its subsidiary company,
M/s. Saamya Biotech (Malaysia) Sdn. Bhd. The manufacturing plant will
be set up in Perak State of Malaysia as a joint venture with Perak Bio
Corporation Sdn. Bhd. (PBC), a Perak State Govt. agency with equity
participation from the Perak State Govt. firm. A joint venture (JV)
agreement has been entered with PBC to this effect on January 05, 2010.
ACQUISITION
Your company will be completing shortly the proposal related to the
acquisition of synthetic drug plant in Hyderabad for manufacturing
value added products from the biopharmaceuticals produced from the
biotech plant.
SHARE CAPITAL
(i) Authorised Share Capital
During the period under review, consent of the shareholders of the
Company was sought to increase the Authorized Share Capital of the
Company from Rupees Twenty Five Crores to Rupees One Hundred Twenty
Five Crores by passing resolution through the postal ballot to enable
the company to expand its capital base. The Company had received
overwhelming response from the Shareholders and the result for
approving the increase in Authorized Share Capital of the Company was
declared on January 25, 2010.
(ii) Preferential Issues
a. FCCB Issue:
The Company with a view to expand its business, has obtained the
approval of the shareholders through postal ballot, for issue of
Foreign Currency Convertible Bonds (FCCBs) to raise the funds to the
tune of USD 40 Million. Company has obtained the In-principle approval
from Bombay Stock Exchange Limited for the same (Ref.No.
DCS/AMAL/BS/24(a)/420/2010-11, dated 27-07-2010). Neccessary
application has been made to Reserve Bank of India and the Loan
Registration No. 2010541 is alloted for the FCCB issue (Ref No.
DSIM/BPSD/45/04.61.19/2009-10, dated 20-8-2010). These funds will be
utilized for implementing the biotech projects both in India and in
Malaysia. The processes related to FCCB issue are in progress.
b. Convertible Warrants:
The Company has accorded the approval from the shareholders through
postal ballot, for issue of 1,50,00,000 Convertible Warrants to
promoters / Promoter Group, convertible into equal number of equity
shares of Rs. 10/- each, at the option of the Warrant holders within an
aggregate time period of 18 months from the date of allotment of the
Warrants. Company has sought the In-principle approval from Bombay
Stock Exchange Limited for the same.
POSTAL BALLOT
The details of Postal Ballot process conducted by the Company during
the year under review are set out in the report on Corporate
Governance, annexed to this report.
DEMAT SUSPENSE ACCOUNT - UNCLAIMED SHARES
As on 31st March 2010, 2500 Equity Shares of 5 Shareholders were lying
in the Escrow Account due to non-availability of the correct
particulars. Despite the three reminders having been sent at the
address given in the Application form as well as captured in
depositories database, by the Registrars to the Issue, viz., M/s.
Aarthi Consultants Pvt. Ltd., no response has been received. As a
result, it is proposed to credit the said unclaimed shares to the
M/s. Saamya Biotech à Demat Suspense Account and the same shall be held
by the Company purely on behalf of the allottees who are entitled for
the shares in such account, in view of the compliance of the provisions
of Clause 5A of the Listing Agreement.
Every successful allottee who has not received the shares in its demat
Account may approach the Company or its RTA with their correct
particulars and proof of their identity for crediting of the Shares
from the Demat Suspense Account to their individual demat Account. The
voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
FIXED DEPOSITS
The Company has not invited/accepted any fixed deposits from the public
in terms of Section 58A of the Companies Act, 1956.
EMPLOYEE PARTICULARS
None of the employees is in receipt of remuneration exceeding the limit
and whose particulars are required to be given as prescribed under
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
DIRECTORS
Dr. K. Narayana Reddy and Mr. P. Suresh Reddy, Directors, whose period
of office determined by rotation is due to retire at the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it
is hereby confirmed that:
i. In the preparation of the annual accounts for the year ended 31st
March, 2010, the applicable accounting standards have been followed and
there are no material departures.
ii. We have selected appropriate accounting policies and applied them
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March 2010 and of the profit of the company
for the financial year ended 31st March 2010.
iii. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv. We have prepared the annual accounts for the financial year ended
31st March, 2010 on a going concern basis.
CODE OF CONDUCT
Pursuant to the Listing Agreement entered into by the company with the
Bombay Stock Exchange Limited, a declaration declaring that all the
members of the Board and the Senior Management Personnel of the company
have affirmed compliance with the Code of Conduct of the Company, is
forming part of the Corporate Governance Report attached herewith.
CORPORATE GOVERNANCE
Your Directors are happy to report that your Company is compliant with
the Corporate Governance requirements as per Clause 49 of the Listing
Agreement with the Stock Exchanges. A separate section on Corporate
Governance and Management Discussion and Analysis together with a
certificate from the Statutory Auditors confirming compliance is set
out in the Annexure forming part of this report.
CEO/CFO CERTIFICATION
The Board has recognized Managing Director of the Company as CEO for
the limited purpose of Compliance under the Listing Agreement. The CEO
has certified, in terms of revised clause 49 of the listing agreement,
to the Board that the financial statements present a true and fair view
of the companys affairs and are in compliance with existing accounting
standards, internal control and disclosures.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on ÃManagement Discussion and Analysis (MDA),
pursuant to Clause 49 of the Listing Agreement forms part of this
Annual Report.
STOCK EXCHANGES
The Companys Equity shares are presently listed in Bombay Stock
Exchange and the Company has paid the Listing fees to the Stock
Exchanges for the Financial Year 2010-11.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal control systems and procedures in all
operational areas and at all levels à equipments procurement, finance,
and administration, marketing and personnel departments. The Company
also has internal Audit system commensurate with its size and nature of
business. The internal audit function will be done by a firm of
Chartered Accountants. The Audit Committee reviews the internal audit
reports and the adequacy of internal controls from time to time.
AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (E) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy:
All necessary measures for conservation of energy are taken by the
company.
(b) Research and Development and Technology Absorption:
Your company will continue to focus and invest in its R & D activities
in the biopharmaceutical sector.
(c) Foreign Exchange Earnings & Outgo:
(i) Foreign exchange earnings : There are no foreign exchange earnings
(ii) Foreign Exchange out go : Total Rs. 13,06,048/-
Particulars INR
Foreign Travel 13,06,048-00
Purchase of Equipments -
Membership Fee -
TOTAL 13,06,048-00
PERSONNEL
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continuous
assistance and cooperation extended to your Company by the valued
customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange
Limited and all other regulatory Authorities. The Directors also
sincerely acknowledge the significant contributions made by all the
employees for their dedicated services to the Company.
On behalf of the Board
Place: Hyderabad Dr. Y. Manivardhan Reddy Dr. Y. Sonia Reddy
Date: 30th August,
2010 Managing Director Vice Chairman & Joint
Managing Director
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