SHAMROCK INDUSTRIAL COMPANY LIMITED
ANNUAL REPORT 2007-2008
The Directors present their Seventeenth Annual Report with the Audited
Statement of Accounts for the year ended March 31, 2008.
PARTICULARS Current Year Previous Year
(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)
Dividend Nil Nil
Dividend Tax Nil Nil
Transfer to General Reserve Nil Nil
Balance carried to Balance Sheet (676.74) (684.04)
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.
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.
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:
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
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.
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
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
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.
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
The Company has complied with all mandatory requirements as prescribed
under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited
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
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
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.
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.
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
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
There were no foreign exchange earnings and outgoing during the year under
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.
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
For and on behalf of the Board of Directors
Chairman & Managing Director
Place : Mumbai
Date : 30/06/2008