SAAMYA BIOTECH (INDIA) LIMITED.
The Board of Directors take pleasure in presenting their Report along with the AuditedAccounts of the Company for the year ended 31stMarch 2016.
| || ||(In Rupees) |
|Particulars ||2015-16 ||2014-15 |
|Total Income ||145138842.00 ||287951627.00 |
|Expenditure ||145339950.00 ||285318453.00 |
|Operating Profit / (Loss) ||(201108.00) ||2633173.00 |
|Depreciation ||9178101.00 ||9961006.00 |
|Provision for Tax ||(4967662.00) ||(539937.00) |
|Net Profit / (Loss) ||(4411548.00) ||(6787895.00) |
To maintain liquidity your Directors have not recommended any dividend for thereporting period.
MANAGEMENT DISSCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is presented in a separate section forming part of theAnnual Report.
The company has no subsidiaries:
Your Company has not accepted any Fixed Deposits during the year within the meaning ofSection 76 of the Companies Act 2013 and the Rules made there under.
DIRETORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Clause (c) of Subsection (3) of Section 134 of theCompanies Act 2013 the directors hereby confirm that:
In preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures.
The Directors had selected such accounting policies and applied themconsistently and made Judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period.
The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities.
The Directors had prepared the annual accounts on a going concern basis.
The Directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.
The Directors had devised proper systems to ensure the compliance of allapplicable laws and that such systems were adequate and operating effectively
Corporate governance as required under SEBI (LODR) Regulations 2015 a Certificate ofCompliance of Corporate Governance from the company secretary in whole time practice isannexed and forms part of this Directors Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm s lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company s website:www.saamyabiotech.com
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company s enterprise wide risk management framework; and (b)
Overseeing that all the risks that the organization faces such as strategic financialcredit market liquidity security property IT legal regulatory reputational andother risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks. A Group Risk Management Policywas reviewed and approved by the Committee.
The Company managers monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives. The Company s managementsystems organisational structures processes standards code of conduct and behaviourstogether form the Risk Management System (RMS) that governs how the Group conducts thebusiness of the Company and manages associated risks
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand SEBI (LODR) Regulations 2015.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
The Company had engaged consultant for looking at the best practices prevalent in theindustry and advising with respect to evaluation of Board members. On the basis ofrecommendations of the consultants and the Policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors a process ofevaluation was followed by the Board for its own performance and that of its Committeesand individual Directors.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company: www.saamyabioech.com
AUDITORS AND AUDITORS REPORT
M/s. P. Murali & Co Chartered Accountants Statutory Auditors of the Company holdoffice till the conclusion of the ensuing Annual General Meeting and are eligible forreappointment. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
The Board has appointed Mr. VBSS Prasad Practising Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith marked as Annexure to this Report.
The Audit Committee comprises Independent Directors and Executive Directors of whichmajority of them are independent. All the recommendations made by the Audit Committee wereaccepted by the Board. For complete information please refer report on CorporateGovernance which forms part of this Annual Report
Meetings of the Board
Seven Meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance of this Annual Report.
PARTICULRS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
During the year your company did not make any Investments give Loans and ProvideGuarantee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VII to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There are No employees who fall within the provisions of Section 197(12) of the Actread with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company s operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by the Companys executives staff and workers for and on behalf of the Board of Directors.
|Place: Hyderabad ||By Order of the Board |
|Date: 31.08.2016 ||Dr. Y. Manivardhan Reddy |
| ||Managing Director & CEO |
ANNEXURES TO DIRECTORS REPORT
Companies which became / ceased to be Companys Subsidiaries Joint Ventures or
1. Companies which have become subsidiaries during the financial year : NIL
2. Companies which ceased to be subsidiaries during the financial year : NIL
3. Companies Which have become Joint Venture/Associate Companies during the year : NIL
4. Companies Which Ceased to be Joint Venture/Associate Companies during the year : NIL