| Dear Members
The Directors have immense pleasure in presenting their 20th Annual
Report on the business and operations of the Company along with the
audited Accounts and Auditor's Report for the financial year ended on
31st March, 2014.
FINANCIAL RESULTS
The Standalone and consolidated performance of the company for the
financial year ended on 31st March, 2014 is summarized below:
(Rs. in Lacs) (Rs. in Lacs)
PARTICULARS CONSOLIDATED STANDALONE
2013-14 2013-14 2012-13
1. Income from Operations 158.93 158.93 754.88
2. Total Expenses 315.02 314.61 881.80
3. Profit/(Loss) from operations
before other Income, finance
costs and exceptional items (1-2) (156.09) (155.68) (126.92)
4. Other Income 132.60 132.59 93.59
5. Profit/(Loss) from ordinary
activities before finance costs,
exceptional items and Tax (3 4) (23.49) (23.09) (33.33)
6. Finance cost 3.42 3.42 39.75
7. Profit/(Loss) from ordinary
activities after finance costs but
before exceptional items
and Tax (5-6) (26.91) (26.49) (73.08)
8. Taxation (including FBT &
Deferred Taxation) - - -
9. Net Profit/(Loss) after Tax
& exceptional items (7-8) (26.91) (26.49) (73.08)
FINANCIAL PERFORMANCE OF THE COMPANY
During the Financial Year 2013-14, the gross receipts from Operations
of the Company were Rs. 158.93 lacs as compared to Rs. 754.83 lacs in
the financial year 2012-13 whereas the profit or (Loss) after tax &
exceptional items for the FY 2013-14 were Rs. (26.49) lacs as against
Rs. (73.08) lacs in the financial year 2012-13 and the consolidated
gross receipts from Operations of the Company was Rs. 158.93 lacs and
the profit or (Loss) after tax & exceptional items were Rs. (26.91)
lacs for the year ended 31st March, 2014.
TRANSFER TO RESERVE
There is no amount proposed to be transferred in reserve as there is no
profit at the year ended as on 31st March, 2014.
DIVIDEND
Due to non availability of distributable profits, your Directors do not
recommend any dividend for the financial year 2013-14.
FIXED DEPOSITS
The Company has not invited or accepted any fixed deposit from the
public during the financial year 2013-14.
BOARD OF DIRECTORS
a) Retire by Rotation
In accordance with the provisions of Section 152 of the Companies Act,
2013 and as per Article 89 of the Articles of Association of the
Company, Mr. Vinod Kumar Gupta (DIN 00193202) Director of the Company
retires by rotation at the ensuring Annual General Meeting and being
eligible offer himself for re-appointment as per Article 90 of the
Articles of Association of the Company.
b) Resignation of Director
During the financial year 2013-14, Ms. Anita Kumari, Whole Time
Director has resigned from the Board w.e.f. 12th March, 2014. The Board
accepted the same and put on record the appreciation of her
contribution towards the Company during her tenure.
c) Change in Designation
Mr. Manish Jatia was appointed as director of the Company w.e.f. 30th
May, 2013, During the year the designation of Mr. Manish Jatia was
changed from Director to Whole Time Director of the Company w.e.f. 26th
March, 2014 after receiving of his consent for the post of Whole Time
Director on such remuneration decided by the Board of the Company.
d) Appointment of Additional Director
Mr. V Siva Subbu was appointed as Additional Director at the Board of
Directors Meeting held on 26th March, 2014, The Board received notice
from a member proposing the candidature of Mr. V Siva Subbu for the
office of Director u/s 149, 150, 152 of the Companies Act, 2013. The
Board recommends his appointment as an Independent Director of the
Company, not liable to retire by rotation.
The Details are furnished in Explanatory Statement annexed to the
Notice calling AGM.
NUMBER OF BOARD MEETINGS
During the year, Board of Directors of the Company were met six (6)
times on 30th May 2013, 13th August, 2013, 30th August, 2013, 14th
November, 2013, 7th February, 2014 and 26th March, 2014.
REMUNERATION AND NOMINATION COMMITTEE
The Board constituted the Remuneration committee in year 2005, now it
has been renamed as Remuneration and Nomination Committee in compliance
of section 178 of the Companies Act, 2013. The terms of reference of
the committee were also extended so as to formulate remuneration policy
for appointment and remuneration of the directors including their
qualifications, independence and other incidental matters thereto,
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
As per section 186 of the Companies act 2013, the particulars of loans,
guarantees and investments for the year ended on 31st March, 2014 are
as follows:
Particulars F.Y. 2013-14 F.Y. 2012-13
(in Rs.) (in Rs.)
Long term loan & advances 1,260,280 1,212,102
Non-current Investment 70,250 70,250
PARTICULARS OF RELATED PARTY TRANSACTIONS
During the year under review, there were no related party transactions
as per section 188 of the Companies Act 2013.
AUDITORS AND AUDITORS REPORT
M/s Rajvanshi and Associates, Chartered Accountants, Statutory Auditors
of the Company, retires at the forthcoming Annual General Meeting and
have confirmed their eligibility and that reappointment, if made, would
be within the prescribed limits under Section 139 of Companies Act,
2013 and that they are not disqualified for such re- appointment within
the meaning of the Act.
There are no reservations, qualifications or adverse remarks contained
in the auditor's Report attached to the balance sheet as at 31st March,
2014. Information referred in the Auditor's Report are self explanatory
and don't call for any further comments.
Your Board recommends their re-appointment for tenure of 5 years from
the conclusion of this AGM till the conclusion of 25th AGM of the
company to be held in the calendar year 2019.
SUBSIDIARY COMPANY
Zyden Gentec Hong Kong Limited is wholly owned Subsidiary of Company
having its registered Office at Unit 801, 8th Floor, 20 Queen's Road
central, Hong Kong. The Statement as per section 212 of Companies Act
1956 (129 of Companies Act 2013), disclosure of Zyden Gentec Hong Kong
Limited attached along with consolidated financial statement.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of
Corporate Governance as per Clause 49 of Listing Agreement specified by
Securities & Exchange Board of India (SEBI). As required by the said
clause, a separate section of Corporate Governance, forms part of the
Annual Report of the Company, A certificate from M/s V. M. &
Associates, Company Secretaries in Practice, confirming compliance of
conditions of Corporate Governance, is annexed with this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industrial structure, development,
opportunities, threats, review of operational performance and risks, as
required under the Listing Agreement with stock exchanges, forms part
of this report and is annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH &
DEVELOPMENT
A. Conservation of energy:
I. Energy conservation measures taken:
Energy conservation has a direct impact on the cost of the product, so
high priority is given on to in all our locations. Manufacturing
process parameters are continuously monitored by experienced &
qualified technicians & engineers for better & efficient output leading
directly & indirectly to energy efficient environment.
II. Additional investments and proposal, if any, being implemented for
reduction of consumption of energy:
i. HT line & connections installed in place of LT.
ii. New temperature indicators installed for better monitoring.
iii. Replaced all of old pipe lines & fittings and new Insulations
done.
iv. 180 KVA DG Set.
III. Impact of above measures on the cost of production of goods:
i. The above measures helped to improve the energy management and
consequently to reduce the cost.
B. Technology absorption:
The manufacturing technology is indigenous. The company has in-house
Research & Development facilities.
C. Research & development:
I. Specific areas In which R & D carried out by the Company:
Developments of new compounds, products like Oxybutynin Hydro Chloride
USP, Tolnaftate EP USP, Isopropamide Iodide USP, Rosuvastatin Calcium
during the year and a couple of products are ready to start commercial
production.
II. Benefits derived as a result of above R & D:
Developments of new products and improved quality of existing products
and compounds, resulting in better profits and helped in creating good
clientele.
III. Future Plan of Action:
To keep a continuous focus on development of new compounds & products.
IV. Expenditure on R & D:
During the financial year 2013-14 expenditure incurred regarding
research and development were Rs. 66,000/- only.
FOREIGN EXCHANGE EARNING AND OUTGO
The foreign exchange earnings during the financial year 2013-14 is Rs.
27,25,383/- and import was nil as there was no import during the year.
PARTICULARS OF EMPLOYEES
None of the Employees of the company were in receipt of the
remuneration exceeding the limits prescribed under section 217(2A) of
the Companies Act, 1956, as amended, during the financial year 2013-14.
ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS
The company has not issued any Foreign Currency Convertible Bonds
during the financial year 2013-14.
LISTING AT STOCK EXCHANGE
The Equity Shares of your company continue to be listed on Bombay Stock
Exchange Limited and the annual listing fees for the financial year
2014-15 have been paid.
DEPOSITORY SYSTEM
The trading in equity shares of your company is in dematerialization
form. As on the date 30th August, 2014 (date of last benpose), equity
shares representing 98.59% of equity shares are in dematerialization
form.
EMPLOYEE STOCK OPTION SCHEME
The Company has not issued any stock options for its employees during
financial year 2013-14.
LOANS ON COMPANY
Bank accounts were classified as NPA (Non performing Assets) by the
Banks and Company has initiated the process of settlement with Banks
and accordingly has not provided any liability towards interest
including penal interest expenses as company is hopeful that no
liability other than that recorded in the books of accounts would
arise.
Management is initiated the process for settlements/upgradation of
Accounts and hopeful of favourable decision.
DIRECTORS' RESPONSIBILITY STATEMENT
The Audited Accounts for the financial year 2013-14 are in conformity
of section 134 (5) of the Companies Act, 2013 and applicable Auditing
Standards. The Financial Statements (including consolidated financial
Statement) fairly reflects the transactions carried out during the year
and reasonably present the financial condition and results of operation
of the Company. Your Directors confirm that:
* In the preparation of the Annual Accounts for the year ended 31st
March, 2014, the applicable Accounting Standards have been followed
along with proper explanations and there are no material departures
from the same;
* We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company for the Financial year 2013-14 and of the Profit and loss of
the Company for that period;
* We have taken proper and sufficient care for the maintenance of
adequate Accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
* We have prepared the Annual Accounts of the Company on a 'going
concern' basis;
HUMAN RESOURCE
Your company is of the firm opinion that efficiency of its employees
plays a key role in achieving set goals and building competitive work
environment which further leads to sound coordination and employees
work like a team. Our various management programmes at different
levels, ensures vibrant and motivated work force, which leads to
achievement of our goals. The management and board shows gratitude
towards its employees for having faith and never say die attitude
towards accomplishment of defined goals.
SECRETARIAL AUDIT REPORT
Pursuant to the Section 204 of The Companies Act, 2013, every listed
company shall annex with its Board's Report, a Secretarial Audit Report
which shall be issued from the financial year 2014-15 onwards which is
to be given by a Company Secretary in practice.
In compliance with the aforesaid requirements. M/s V. M. & Associates,
Company Secretaries, Jaipur, have been appointed as the Secretarial
Auditor of the Company for the financial year 2014 -15.
INTERNAL AUDITOR
The Board has appointed Ms. Rekha Chaurshiya, Chartered Accountant,
holding Membership No 404422 as Internal Auditor of the Company w.e.f.
30th May, 2014.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Government Authorities,
Customers, Vendors, Advisors, Members and all concerned. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services by the executives, staff and workers of the
Company
For and on behalf of Board of Directors
Sd/-
Date: 30.08.2014 Vinod Kumar Gupta
Place: Kota Chairman | 