ZYDEN GENTEC LIMITED
ANNUAL REPORT 2011-2012
Your Directors are pleased to present the 18th Annual Report and the
Audited Accounts of the Company for the year ended March 31, 2012.
(Rs. In Lacs)
FY 11-12 FY 10-11
1. Income from Operations 1028.93 1312.17
Less: Excise duty 77.73 102.47
Total Income from
Operations (net) 951.20 1209.70
2. Total Expenses 1286.93 1132.04
3. Profit/(Loss) from
operations before other
Income, finance costs and
exceptional items (1-2) (335.73) 77.66
4. Other Income 10.69 1.54
5. Profit/(Loss) from
ordinary activities before
finance costs, exceptional
items & Tax (3+4) (325.04) 79.20
6. Finance cost 120.74 81.67
7. Profit/(Loss) from
ordinary activities after
finance costs but before
exceptional items & Tax (5-6) (445.78) (2.47)
8. Taxation (including FBT
& Deferred Taxation) (35.81) 8.33
9. Net Profit/(Loss) after
Tax & exceptional items (7-8) (409.97) (10.80)
TURNOVER, NET PROFITS & FUTURE PROSPECTS:
The gross receipts from Operations (net) during the year under review were
Rs. 951.20 Lacs as against Rs. 1209.70 Lacs in the previous year. The
profit/ (Loss) after tax & exceptional items is Rs. (409.97) Lacs as
against Rs. (10.80) Lacs in the previous year. The income from operations
decreased by 21.37% during the year under review and, the loss figures have
shown increases during the year under review. The sale prices remained
under pressure, throughout the year, due to regional disturbances and
band`s as well as fierce competitions and huge imports from Chinese firms.
The Hyderabad unit is under lay-off and temporary closed since September
2011 due to various reasons which were beyond in the control of the
management and effected substantially on turnover as well profit/(Loss) of
We are pleased to inform that Kota unit introduced four more products,
which having a high demand in international markets. The products
Carisprodol (Painkiller) Calcium dobesilate (Vasoprotective),
Dextromethorphan Hbr (Cough Suppressant), Cinnerizine (Anti Histamine) and
a couple of products are ready to start commercial production.
There is no Surplus available during the year and hence your Directors do
not recommend any dividend for the current financial year.
The Company has not invited or accepted any fixed deposit from the public
during the year under review.
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 Report 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.
BOARD OF DIRECTORS:
Retire by Rotation:
In accordance with the provisions of Section 256 of the Companies Act, 1956
and the Article 89 of Articles of Association of the Company, Mr. Niranjan
Kumar Agrawal, Director retires by rotation at the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.
Appointment of Additional Director:
Ms. Anita Kumari was appointed as an Additional Director at the Board
Meeting held on 27th September, 2011. 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 regular Independent Director of the Company, liable to
retire by rotation.
The Details are furnished in Explanatory Statement annexed to the Notice
M/s Anand Jain & Co., Chartered Accountants, Jaipur Auditor of the Company
retire at the forthcoming Annual General Meeting and being eligible offer
himself for re-appointment.
The Company had received letter from M/s Anand Jain & Co., Chartered
Accountants, Jaipur to the effect that their re-appointment, if made, would
be within the prescribed limits under Section 224(1 B) of the Companies
Act, 1956 and that they are not disqualified for such reappointment within
the meaning of Section 226 of the Act.
The qualifications/observations of the Auditor are self-explanatory and
explained/clarified wherever necessary in appropriate notes to Accounts.
CHANGES IN SHARE CAPITAL:
During the year, the following changes were effected in the Share Capital
of the Company:
i. The paid-up share capital of the Company was increased from
Rs.5,06,74,000/- to Rs. 5,56,74,000/- due to Preferential allotment and
issue of 50,00,000 Equity Shares of Re. 1/- each [at an exercise price of
Rs. 2.10/- per share (including premium)] on 30th September, 2011 to the
holders of convertible warrants who opted for conversion in accordance with
the relevant SEBI Regulations. The holders of convertible warrants
exercised the option of conversion in terms of Special Resolution approved
on 20th September, 2010 in Annual General Meeting.
ii. The paid-up share capital of the Company was increased from
Rs.5,56,74,000/- to Rs. 11,11,24,000/- due to Preferential allotment and
issue of 5,54,50,000 Equity Shares of Re. 1/- each at Rs. 1.36/- (including
premium) per equity share on 28th March, 2012 to the Persons other than
Promoters in terms of Special Resolution approved on 5th March, 2012 in
Extra-ordinary General Meeting.
ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS:
The company has not issued any Foreign Currency Convertible Bonds during
the last year.
LISTING AT STOCK EXCHANGE:
The Equity Shares of the company continue to be listed on Bombay Stock
PARTICULARS OF EMPLOYEES:
None of the Employee`s of the company was in receipt of the remuneration
exceeding the limits prescribed under section 217(2A) of the Companies Act,
1956 as amended, during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
Conservation of Energy:
Energy conservation measures taken:
Energy conservation, which has a direct impact on the cost of the product,
is given a high priority 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.
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.
Impact of above measures for reduction of energy consumption and consequent
impact on the cost of production of goods:
The above measures have helped the Company to improve its energy management
efficiently and consequently to reduce the cost.
The manufacturing technology is indigenous. The company has in-house
Research & Development facilities.
Research & Development:
Specific areas in which R&D carried out by the Company:
Development of new compounds, products like Carisprodol (Painkiller),
Calcium dobesilate(Vasoprotective) Dextromethorphan Hbr(Cough Suppressant),
Cinnerizine (Anti Histamine) during the year and a couple of products are
ready to start commercial production.
Benefits derived as a result of above R&D:
Better quality products and compounds, resulting in better profits and
helped in creating good clientele.
Future Plan of Action:
To keep a continuous focus on development of new compounds & products.
Expenditure on R&D:
Capital : 1.92 Lacs
As percentage of Sales : 18%
Technology absorption, adoption and innovation.
The company`s technology is developed in-house which has helped in
improving efficiency and developing new products.
Foreign Exchange Earnings and Outgo:
The Foreign Exchange earnings of the company were Rs. 1,66,95,200/- and
there was outgo of Rs. 24,89,267/- during the year under review.
Activities relating to exports/initiatives taken to increase exports/
development of new export markets and export plans:
During the year under review, the Company could not capture the export
business opportunities at optimum during the year 2011-12. The foreign
exchange earnings of the Company were Rs. 1,66,95,200/- in spite of various
reasons like lay off and temporary closed of its Hyderabad unit. Recently
kota unit introduced four more high value products, which having a high
demand in international markets and expecting good business by these
products in the year of 2012-13.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock Exchanges is annexed with the Director`s
EMPLOYEE STOCK OPTION SCHEME:
The Company has not issued any stock options during the year under review.
DIRECTORS` RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies Act,
1956, with respect to Directors` Responsibility Statement, your Directors
1. In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and there are no material departures;
2. They 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 ended 31st March 2012 and of profit/(loss)
of the Company for that year;
3. They 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
4. They have prepared the Annual Accounts on a `going concern` basis.
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 during the year under report.
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 the Board of Directors
Vinod S. Gupta
Date : 12th June, 2012.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
INDUSTRY STRUCTURE & DEVELOPMENTS:
The pharmaceutical industry in India would continue to remain under great
international focus on international scenario despite price wars and huge
import from Chinese firms. India being perceived as a stable, trustable and
large consumption democracy has been getting encouraged responses from many
MNCs and overseas strategic investors in Indian businesses, especially in
Pharmaceutical Sector in last couple of years. Moreover the Pharmaceutical
Sector will continue to grow further as the cost of health care in India is
substantially lower, in comparison with many western & developed countries.
Indian pharmaceutical sector is currently one of the largest and most
developed in the world and has the quality of being recognized as high-
quality, low-cost skilled producer of pharmaceuticals.
Your company, Zyden Gentec Limited has added a few new products to its
large product range during the year under review. Further the company is
hopeful of sustaining its market presence and capturing and retaining its
OUTLOOK ON OPPORTUNITIES;
Outlook on the Indian Pharmaceutical market continues to be positive
despite of the economic & slowdown pressures, as commonly felt by all the
businesses, continue to exert its affect. As stated earlier, with the
introduction of the product patent regime beginning January 1, 2005 the
Indian market continue to remain an attractive option for introduction of
research based products. Industry consolidation is expected to bring in
economies of scale and provide access to regional players. The biggest
growth driver continues to be the pipeline of patent expires. Consequently,
companies are recognizing the importance of pipelines and are making
significant investments in research and drug development.
Your company would continue to consolidate on the present manufacturing
facility. The company has widened its range of products with more emphasis
OUTLOOK ON THREATS, RISKS AND CONCERNS:
The product patent regime poses the serious challenge to domestic industry
unless it invests in R&D. The global pharmaceutical business has inherent
risks of patent litigation, regulatory issues and product liability,
particularly in the developed markets. Globally, over-investment and excess
capacities weight on the generic industry has been resulting in increasing
competition and pricing pressures. The industry faces risk of all Research
& Development initiatives not leading to commercially viable and successful
products. Rise in cost of raw materials, exchange rate fluctuations,
environmental liabilities, tax laws, litigation, labor relations and
significant changes in the global, political and economic environment exert
tremendous influence on the performance of the Company. Since larger
players are becoming more dominant, market impact may change the financial
performance of the Company. Apart from this, the procedural hurdles &
delays at DCA continue to act as growth deterrent in India.
INTERNAL CONTROL SYSTEM:
The Company remains committed to ensure an effective internal control that
provides assurance on the efficiency of operations and security of assets.
Your company`s well established and robust internal audit processes, both
at business and corporate levels, continuously monitor the effectiveness of
the internal control environment across the Company and the status of
compliance with operating systems, internal policies and regulatory
requirements. The Company has also undertaken steps to implement new
control measures in line with best global practices such as standard
operating procedures as per cGMP requirement.
FINANCIAL REVIEW & ANALYSIS:
Presently, the Authorized Share Capital of the Company is Rs. 150,000,000/-
comprising of 150,000,000 equity shares of Re. 1/- each. During the period
under review there have been no increase/decrease in the Authorized Share
Capital of the Company.
The Company had Fixed Assets amounting to Rs. 9,82,71,427/- on 31st March,
2011. During the period under review the Company invested in this segment
and the fixed assets as on 31st March, 2012 were at Rs. 10,01,83,339/-.
During the period under review the Company has not invested in Quoted/
The sales (net of excise duty) & other income in the last year amounted to
Rs. 12,11,24,422/- and for the current year was Rs. 9,61,88,426/-.
Segment wise Performance:
Particulars Financial year Financial year
Income from Mfg. Rs. 9,51,19864/- Rs. 12,09,70,308/-
& Allied Activities
Income from 10,68,562 1,54,114
HUMAN RESOURCE MANAGEMENT:
Human resources are a valuable asset for every organization. The Human
resources of an organization determines the success and failure of an
organization. The Company endeavors to provide amicable working environment
to the human resources of the organization so that each employee is
motivated to contribute his best and help the company to do well in the
sector. Over the last few years, a key focus area of the company has been
developing functional competencies among human resources. A structured
communication process inside the organization is critical to enhance the
employee productivity and satisfaction levels. Employee perception on
communication is also tracked closely and their feedback is used to further
improve this process. Their unflinching commitment is the driving force
behind the company`s vision of creating enlarged societal value even as it
multiplies shareholder wealth. The company respects the spirit of its
Statements in this Management Discussion and Analysis describing the
Company`s objectives, projections, estimates and expectations may be
"forward looking statements" within the meaning of the applicable
provisions of applicable laws and regulations. Actual results may differ
substantially or materially from those expressed or implied. Some important
developments such as significant changes in the global, political and
economic environment, environment in India and key markets abroad; tax
laws, litigation, labor relations, exchange rate fluctuations, interest and
other costs etc., could affect the company`s performance.
For and on behalf of the Board of Directors.
Vinod S Gupta
Date : 12th June, 2012.