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Shamrock Industrial Co Ltd.

BSE: 531240 Sector: Others
NSE: N.A. ISIN Code: INE022F01015
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Shamrock Industrial Co Ltd. (SHAMROCKINDL) - Director Report

Company director report

SHAMROCK INDUSTRIAL COMPANY LIMITED ANNUAL REPORT 2007-2008 DIRECTOR'S REPORT To The Members 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 Profit/(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 Deferred 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 year's 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 overturn. RECOVERY SUIT FILED BY DENA BANK: As informed earlier, the claim filed 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 tile 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 never 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 (PROs), Pharmaceutical research, manufacturing and outsourcing have received an impetus in the country. creating the image of a lard 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 Pharmacopoeia 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 rr 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 I 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 anal 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 Pvt. 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 (1 B) 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 has unable to start the operations. However, in vied 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 tar 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 tile 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 are 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