GENOMICS BIOTECH LIMITED
ANNUAL REPORT 2001-2002
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
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
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
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.
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
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 &
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.
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
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
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
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
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
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.
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