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Genomics Biotech Ltd.

BSE: 524011 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE974A01018
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Genomics Biotech Ltd. (GENOMICSBIOTECH) - Director Report

Company director report

GENOMICS BIOTECH LIMITED ANNUAL REPORT 2001-2002 DIRECTORS' REPORT Your Directors have great pleasure in presenting the 15th Audited Statement of Accounts for the period from 1st July, 2001 to 30th June, 2002. The Company's performance during the year was satisfactory. The company had an operating profit but due to prior period adjustments of interest paid to term lending institution the company posted loss. The company had made these payments against OTS which was cancelled and adjusted in interest overdues. FUTURE PROSPECTS Your Directors are striving for an improvement in the working of the company and are hopeful that the path chosen by them will result in the total turnaround in the prospects of the company and show stunning performance. Due to the implementation of the swap arrangement, the company has been able to allot shares at a premium and the Reserves of the company have risen by Rs. 5 crores. Your company is out to improve the present system of chemical dosage and cure, through Gene therapy. It is therefore, planning to install DNA Sequencing Machine. Real Time PCR Machine, in its own Centre and also install the same at various prestigious Hospitals. these machines would benefit the company as diagnostic and therapeutic tools of gene therapy. To fully exploit the potential of biotech and bio-informatics, your company has entered into a swap arrangement with. Lord Krishna Infotech Limited LKIL., a company creating effective and easy tools to use solutions for DNA Sequencing Machines. The date that would be available through these latest machines, would be of great use. The same would be used by patients for their diagnostic and therapeutic treatment and is a source of biological information of various starter of population for companies that are into development and research of genetic medicines. The company has enhanced its paid upcapital from Rs.13.18 Crores out of which the paid up Capital is Rs.18.18 Crores due to the allotment of fifty lac Equity shares of rs. 10 each under swap arrangement of 1.2 whereby the company has been allotted 1 crore equity shares of Rs. 10.00 each of Lord Krishna Infotech Limited. The Directors are confident that this joining of hands of a Biotech company with a Infotech Company will pave way for contribution of wealth to its shareholders. The company has also alloted 60 lac warrants of Rs. 1.00 each paid convertible to equity shares of Rs.10.00 each on payment of Rs.9.00. This further commitment to subscribe to the equity of the company shows the inherent strength of the company and the board is hopeful that this further infusion of funds will strengthen the hands of the Board. Your directors do not recommend payment of any dividend for the current year. DIRECTORS In accordance with the provisions of the Company's Act, 1956 and the Articles of Association of the Company Mr. Vivek Jain retires in rotation and is eligible for reappointment. Mr. Vivek Jain was appointed as Small Shareholder director of the Company as per the Amendment u/s 252 (1) in the Companies Act, 1956 as amended, by the Amendment Acts. He is well conversant with the Accounting Principles and practices. He has been involved in the proper and effective implementation of the code of corporate governance. His contribution to the growth of the company has been immense. During the year, Mr. Bimlesh Kumar Jain Mr. Rameet trehan and Ms. Manjula Trchan, expressed their inability to continue as the Directors of the company due to their other preoccupation and rendered their resignation, which was accepted. The board expresses deep appreciation for their co- operation as members of the board. During the year Mr. G.C.Jain State Bank of Bikaner & Jaipur Nominee Director and Mr. RK. Purwar, UPSIDC Nominee were disqualified from Directorship due to non attendance of Board Meetings. The board expresses deep appreciation for their co-operation as the members of the board. PARTICULARS OF EMPLOYEES The Company had no employee drawing remuneration of Rs.12,000/- per month or more during the year or in the category of employees specified under section 217 (2A) of the Companies Act, 1956. DEMATERIALISATIONS Your company had got its securities listed with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) which is mandatory for holding and trading in securities of your Company in electronic mode. The trading of securities of your company was brought into Compulsory Demat mode wef 29.4.2001 and was successfully implemented. AUDITORS M/s. Sumela & Associates, Chartered Accountants, the retiring Auditors of the company have expressed their willingness to hold office from the conclusion of the Annual General Meeting of the company until the conclusion of the next Annual General Meeting of the company. CHANGE IN THE DEPOSITORY REGISTRAR AND TRANSFER AGENT The Company's Depository R & T A, M/s. SRG Infotech Limited expressed their inability to continue as R & T A and the company had therefore appointed M/s., Beetal Financial & Computer services (P) Ltd as their Depository R & TA. CORPORATE GOVERNANCE As per the Clause 49 of the Stock Exchange, your company had introduced the guidelines as per the clause which has helped in bringing in more transparency and information to the Shareholders. The Corporate Governance will also help your company to grow better as new guidelines will bring in more foreign and domestic investors. The complete report on Corporate Governance is annexed separately in this Annual Report. RESPONSIBILITY STATEMENT As per amendment in Section 217 (AA) of the Companies Act, 1956 in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanation relating to the material departures. That the Directors have selected such accounting policies and have applied them consistently and made judgements 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 the period. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. That the Director have prepared the Annual Accounts on a going concern basis. ADDITIONAL INFORMATION The information required to be furnished in terms of section 217 (1) (e) read with the companies (disclosures of particulars in the report of the Board of Directors) rules 1988. A) CONSERVATION OF ENERGY The company could not do much to conserve energy because of the type of products. B) TECHNOLOGY ABSORPTION The company is in the phase of expansion and the foreign technology will be absorbed in the ensuring years. C) FOREIGN EXCHANGE, EARNING AND OUTGO The products of the company are indigenously used so no foreign exchange was earned during the years. The company has used indigenous raw material and there is no foreign exchange out go during the year. D) NOTES ON ACCOUNTS The observations of Auditors and notes on accounts are self explanatory and do not require any clarification. MANAGEMENT DISCUSSION & ANALYSIS Investors are cautioned that this discussion contains forward looking statements that invoke risks and uncertainties including, but not limited to risks inherent in the company's growth strategy, acquisition plans, dependence on certain business, dependence on availability of qualified and trained manpower and others factors. The following discussion and analysis should be read in conjunction with the companies financial statements included herein and the notes thereto. The Biotech sector is poised for high profile growth which was witnessed by the infotech industry in the latter half of the decade. According to the report published in the Economic Times the total biotech market in India in 1997-98 was valued at 9500 Million. This grew to $ 1 Billion 1998 and to $ 2.25 Billion in 2001. the product component for health biotech alone is expected to reach $ 1.5 Billion. Human health biotech accounted for 60% of sales, while agribiotech and veterinary biotech together accounted for 15% of the total revenue. Globally the $ 300 Billion global pharmaceutical industry is undergoing a tectonic shift, moving away from manufacturing process based on chemistry to those based in Biology Companies in the West started using recombinant DNA technology, genetic engineering to create health care products. Thus the importance of biotechnology in the health care industry has been rising rapidly. In the future, the information available from the human genome project will determine new drug development considerably. The trend is clear. Your company after is SWAP arrangement with LKIL an infotech company is now geared to hearness the opportunities available in the biotech and in the bioinformatic fields of health care which is a combination of great strength which very few Indian companies can boast of, According to a report of Confederation of Indian Industries (CII) the biotechnology market in India has increased five fold since 1997. The bioinformatics sector accordingly was growing 1.5 times faster than the IT sector which was put at $ 6.5 Billion in 2001. The management perceives that the going in this line is not all that easy as the product identification, development and marketing of the same is altogether different from the conventional route. A lot of money goes into research and the industry norms are about 20% - 25% of sales. The above process also necessitates bonding with International players so that the knowledge and the bio platforms can be shared. For creating bioinformatics software, lifesciences data is required which should be easily retrievable, fast updatable and extractable in the required format. Moreover the same data should be available in different ways and tailored to a particular use. The company has only one business segment. The company is in the process of formulating adequate internal control procedures commensurate with the size of the company and the nature of its business. INFORMATION UNDER THE LISTING AGREEMENT S,No. Name of the Stock Exchange Listing Fees paid Remarks 1. The delhi Stock Exchange, delhi 2002-03 2. The Stock Exchange, Mumbai 2002-03 SUBSIDIARY COMPANY The company has only one subsidiary Lord Krishna Infotech Limited. The Annual accounts of the aforesaid subsidiary company along with the statement Pursuant to Section 212 of The companies Act, 1956 are attached with this report. ACKNOWLEDGEMENTS The Directors place on record their deep appreciation of the shareholders,employees. State Bank of Bikaner & Jaipur and PICUP for their patronage, co-operation and support during the period under review. New Delhi (S.K. GUPTA) (USHA GUPTA) 2nd December, 2002 MANAGING DIRECTOR DIRECTOR