| The Directors present their Seventeenth Annual Report with the Audited
Statement of Accounts for the year ended March 31. 2008.
FINANCIAL RESULTS
PARTICULARS Current Year Previous Year
2007-2008 2006-2007
(Rs. in lacs) (Rs. in lacs)
Sales & other Income 1200.01 1238.05
Proflt/(Loss) before Depreciation.
Interest & Tax 9.70 (1.87)
Interest 0.15 0.07
Depreciation 1.30 1.30
Profit(Loss) before Tax: 8.25 (3.24)
Provision for Current Tax 0.95 -
Provision for Deffered Tax
Profit (Loss) after Tax 7.30 (3.24)
Add: Balance brought forward from previous year (684.04) (680.80)
(676.74) (684.04)
Appropriations:
Dividend Nil Nil
Dividend Tax Nil Nil
Transfer to General Reserve Nil Nil
Balance carried to Balance Sheet (676.74) (684.04)
PERFORMANCE
During the year under review., the turnover of the Company has
marginally decreased to Rs. 12 Crores as compared to last years
turnover of Rs. 12.38 Crores and the Company has made a profit of
Rs.7.30 Lacs as compared to the Loss of Rs.3.24 Lacs in the previous
year.
DIVIDEND
Your Directors regret their inability to recommend any dividend for the
year under consideration due to heavy accumulated losses.
BULK DRUG PROJECT
As informed earlier, the Company has taken some initiative to start the
Bulk Drug Project, but it struggled due to inadequacy of finance and on
account of time and cost overrun.
RECOVERY SUIT FILED BY DENA BANK
As informed earlier, the claim fied by Dena Bank amounting to
approximately Rs. 6.63 Crore plus interest thereon in the Debt Recovery
Tribunal, Mumbai is still pending.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits under the provisions of Section 58A of the Companies Act, 1956
and the rules made there under.
MANAGEMENT DISCUSSION & ANALYSIS
Industry Environment
According to a survey conducted by ASSOCHAM. Indian pharmaceutical
exports have a potential to grow around 18 percent in . the next two
years to take its total export volume to about Rs 30,000 crore from the
exports volumes of Rs 15,500 crore in 2003- 2004.
Consumer spending on healthcare is expected to rise to 13 per cent of
GDP by 2015. Furthermore, internationally operating Indian Companies
have seen healthy growth of their exports into Western markets. Indian
players too have started acquiring assets in Europe and the United
States with an intention to scale up their presence in these markets.
The growth also has spurred players in the Indian pharmaceutical
industry to explore newer avenues of drug research, discovery and
development, promising higher capital investments in the near future.
There have been several new collaborations with the aim of research and
discovery between Indian and non Indian pharmaceutical companies, some
of which are Mergers and Amalgamations.
Many Multinational Companies have increased their spending in India to
conduct clinical trials and research, either by establishing own
Research and Development units or commissioning Contract Research
Organisations (CROs). Pharmaceutical research, manufacturing and
outsourcing have received an impetus in the country, creating the image
of a land of opportunities in the pharmaceutical space. *
Segment-wise performance
Your Company only operates in this one segment.
Opportunities, Threats, Risks and Concerns
The Indian pharmaceutical industry is growing consistently and is.
expected to do so also in future. Quality of products will improve, as
is evident from the recent publication of the new Indian Pharmacopeia
and the activities of the Drugs Controller of India against "irrational
combinations" and "counterfeits". We wish that these initiatives, which
will lead to a safer healthcare environment for patients, will be
followed up in a transparent and rational way.
India with a population of over a billion is a largely untapped market.
In fact the penetration of modern medicine is less than 30% in India.
Improving accessibility of healthcare services and products to patients
in smaller towns constitutes a major opportunity. For the
pharmaceutical industry in India the National Pharmaceuticals Policy
still represents a major threat. We regard price monitoring as a
better option, balancing affordability and investments into continuous
improvements of product quality. Another major concern relates to the
recent developments in the post product-patent regime. Unfortunately,
for India the patent regime needs to be challenged looking at the
limited amounts of patents granted and patents being opposed.
Your Company will also pursue new opportunities and will ensure
adequate internal preparedness to take maximum advantage of such
opportunities going forward.
INTERNAL CONTROL SYSTEM
The Company has installed an adequate system of internal controls in
all spheres of its activity, the Management regularly reviews the.
internal controls and takes appropriate steps to implement the
suggestions and observations.
HUMAN RESOURCES
As on March 31, 2008, the Company had 1 employee on its rolls. There
have been very cordial relations between the employees and the
management.
OUTLOOK
With the various initiatives taken by the Company to re-formulate its
business policy, which is regularly reviewed by the Board of Directors,
and the implementation of cost control "measures, the Company looks
forward to a favourable year.
CORPORATE GOVERNANCE
The Company has complied with all mandatory requirements as prescribed
under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited
(BSE).
A separate section on Corporate Governance forms part of the Annual
Report. A certificate regarding compliance of conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement forms
part of the Annual Report.
DIRECTORS
As per the Articles of Association of the Company. Shri Jayendra H
Sheth, retires by rotation and being eligible, offers himself for
re-appointment, which your Directors consider to be in the interests of
the Company and therefore commend it for your approval.
Brief profile of Shri Jayendra H Sheth is provided elsewhere in this
Annual Report as additional information.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956. the Directors
based on the representations received from the Operating Management
confirm that, to the best of their knowledge -
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 year under review;
iii) the Directors have taken proper and sufficient care to the best of
their knowledge and ability 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;
iv) the Directors have prepared the accounts on a going concern basis.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. Chandrakant Chokshi (Chairman).
Mr. Jayendra Sheth, and Mr. Kamlesh Khokhani. all being Non-Executive
Directors. The Audit Committee met 5 (five) times during the year under
review.
AUDITORS
The auditors M/s. Dharmesh M. Kansara & Associates, Chartered
Accountants, will retire as statutory auditors of the Company at the
conclusion of ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. A certificate has been obtained from
them to the effect that the appointment, if made will be in accordance
with the limits specified in sub-section (1B) of Section 224 of the
Companies Act, 1956. The Audit Committee and your Board recommended
their re-appointment.
Explanation pursuant to Section 217(3) of the Companies Act, 1956 :
The Company initially planned to start Bulk Drug Project but due to
severe handicaps including lack of financial support, the Company was
unable to start the operations. However, in view of continuous
negotiations for finance with various banks, financial institutions and
other parties, the Board of Directors is hopeful that the Company will
be able to start the Bulk Drug Project. As far as outstanding bank
loans are concerned the Board of Directors is hopeful that Company will
get favourable judgement for cases filed with Debt Recovery Tribunal.
Mumbai. Hence the accounts of the Company are prepared on going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, concerning conservation
of energy and technology absorption respectively arc not applicable to
the Company.
There were no foreign exchange earnings and outgoing during the year
under review.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 is not given, as there
were no employees drawing remuneration prescribed under the said
section.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation of
the assistance and support extended by customers, financial
institutions, banks, vendors. Government and other associated with the
activities of the Company.
For and on behalf of the Board of Directors
sd/-
Kalpesh Khokhani
Chairman & Managing Director
Place : Mumbai
Date : 30/06/2008 |