| 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
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