Your Directors present here the 19th Annual Report along with the audited Accounts and
Auditor`s Report for the financial year ended on 31st March, 2013.
The Standalone and consolidated performance of the company for the financial year ended
on 31st March,
2013 is summarized below:
||(Rs. in Lacs)
||(Rs. in Lacs)
|1. Income from Operations
|Total Income from Operations (net)
|2. Total Expenses
|3. Profit/(Loss) from operations before other Income, finance costs and exceptional
|4. Other Income
|5. Profit/(Loss) from ordinary activities before finance costs, exceptional items and
|6. Finance cost
|7. Profit/(Loss) from ordinary activities after finance costs but before exceptional
items and Tax (5-6)
|8.Taxation (including FBT & Deferred Taxation)
|9. Net Profit / (Loss) after Tax & exceptional items (7-8)
During the Financial Year 2012-13, the gross receipts from Operations of the Company
were Rs. 754.88 lacsas compared to Rs. 951.20 lacs in the financial year 2011-12 whereas
the profit or (Loss) after tax & exceptional items were Rs. (73.08) lacs as against
Rs. (409.97) lacs in the financial year 2011-12 and the consolidated gross receipts
from Operations of the Company for the year ended 31st March, 2013 was Rs. 1408.43 lacs
and the profit or (Loss) after tax & exceptional items were Rs. (62.16) lacs.
The company is going through a recovering phrase and which has the further decreased
the performance of the Company and tough Market situations, liquidity crunch and lesser
profit margins are crux factors for such decreased performance. The door to foreign
exports has increased considerably in last quarter with opening of subsidary, so we expect
speedy recovery in the time to come.
WHOLLY OWNED SUBSIDIARIES
To mark our business presence worldwide, and with perspective of serving our worldwide
customer base, Company have incorporated a foreign Wholly Owned Subsidiary titled "Zyden
Gentec Hong Kong Limited" in Hong Kong on 4th February, 2013 having registered
office Unit 801, 8th Floor, 20 Queen`s Road Central, Hong Kong as per Hong Kong Ordinance.
Due to non availability of distributable profits, your Directors do not recommend any
dividend for the financial year 2012-13.
The Company has not invited or accepted any fixed deposit from public during the
financial year 2012-13.
BOARD OF DIRECTORS
a) Retire by Rotation
In accordance with the provisions of Section 256 of the Companies Act, 1956 and as per
Article 89 of the Articles of Association of the Company, Mr. Vinod S Gupta, Chairman
retires by rotation at the following Annual General Meeting and being eligible offer
himself for re-appointment as per Article 90 of the Articles of Association of the
b) Resignation of Director
1. During the financial year 2012-13, Mr. Rajesh Sharma, Director has resigned from the
Board w.e.f. 25th March, 2013. The Board accepted the same and put on record the
appreciation of his contribution towards the Company during his tenure.
2. Mr. Venkata Kameshwara Rao, Whole Time Director has given his resignation from the
board w.e.f 30.08.2013 and the same has been duly accepted by the board. Further the board
put on record the appreciation of his contribution towards the company since the beginning
of Kota unit.
c) Appointment of Additional Director
Mr. Manish Omprakash Jatia was appointed as Additional Director at the Board Meeting
held on 30th May, 2013. The Board received notice from a member proposing the candidature
of Mr. Manish Omprakash Jatia as a Director u/s 257 of the Companies Act, 1956. The Board
recommends his appointment as a regular Independent Director of the Company, liable to
retire by rotation.
The Details are furnished in Explanatory Sttement annexed to the Notice calling AGM.
d) Appointment of Whole Time Director
Ms. Anita Kumari was appointed as Additional Director at the Board Meeting held on 30th
August, 2013. Further, subject to the approval of members, she will be appointed as a
Whole-time Director of the Company w.e.f. the same date for a period of 5 years. In terms
of section 260 of the Companies Act, 1956, she shall hold office only upto the date of the
ensuing Annual General Meeting. The Board received a notice u/s 257 of the Companies Act,
1956 from a member proposing the candidature of Ms. Anita Kumari, as a Director. In view
of this the Board recommends her appointment as a Whole-time and Independent Director of
the Company, liable to retire by rotation. The Details are furnished in Explanatory
Statement annexed to the Notice calling AGM.
M/s Anand Jain & Co, Chartered Accountants, have tendered resignation from being
Auditors of the Company after the conclusion of the ensuing Annual General Meeting due to
their preoccupancy and the same have been duly accepted by the board. The Board put
sincere regards and appreciation for Mr. Anand Jain, proprietor, M/s Anand Jain & Co
for such a wonderful tenure and professional relationship with the Company.
The Board on recommendation from Audit Committee further decided to request M/s
Rajvanshi & Associates, Chartered Accountant, Jaipur for their tenure with the Company
as Statutory Auditors, and they have also shown their willingness and the offer has been
duly accepted by them. and company had also received letter from them, to the effect that
their appointment, if made would be within the prescribed limits under section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such appointment within the
meaning of section 226 of the Act.
The board further recommends the appointment of M/s Rajvanshi & Associates,
Chartered Accountants, Jaipur, as Statutory Auditors of the Company.
The notes on the financial statements referred to in the Auditors Report are
self-explanatory and have been explained / clarified and do not calls for any further
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of Corporate Governance
specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the
Listing Agreement. As required by the said clause, a separate section on 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 it 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
Research & Development facilities.
A. Research & development:
I. Specific areas in which R&D carried out by the Company:
Developments of new compounds, products like Oxybutymin Hydro Chloride USP, Tolnaflate
EP USP, Isopropomide 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: The summary of expenditures incurred regarding research and development
during the financial year 2012-13 are as follows:
||Amount (in Rs.)
|2. As percentage of Sales
FOREIGN EXCHANGE EARNING AND OUTGO
1. The Foreign Exchange earnings of the company were Rs. 2,91,67,208/- and there was
outgo of Rs. 42,40,283/- during the financial year 2012-13.
2. Activities relating to exports / initiatives taken to increase exports / development
of new export markets and export plans:
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 2012-13.
ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS
The company has not issued any Foreign Currency Convertible Bonds during the financial
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 2013-14 have been paid.
The trading in equity shares of your company is under compulsorily in dematerialization
form. As on the date 30th August, 2013 (date of last benpose), equity shares representing
98.58% 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
LOANS ON COMPANY
Heavy losses in last couple of years, and liquidity crunches, are playing a heavy role
in current loss making business cycle. To compensate the losses, company had taken loans
both fund and non fund based from Punjab National Bank in May 2010, but due to continuous
losses have to restructure the limits in March 2012. The interest burden with stringent
margins, are playing heavy on company`s growth structure.
Also, Bankers have now recalled the loans, and classified the account as NPA (Non
Performing Asset), though some clarifications are need to be answered on Bankers part, as
criteria of NPA classification is not acceptable and true to the extent of policies and
DIRECTORS` RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your
Directors Confirmed that:
In the preparation of the Annual Accounts for the year ended 31st March, 2013, the
applicable Accounting Standards read with requirements set out under Schedule VI of the
Companies Act, 1956 have been followed 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 and of profit / Loss of the Company for that financial year ended
31st March 2013;
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.
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.
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
||By Order of the Board of Directors
|Kota, August 30, 2013