KDL BIOTECH LIMITED
ANNUAL REPORT 2011-2012
KDL Biotech Limited
The Current Accounting Year is of 12 months i.e. 1st April, 2011 to 31st
March, 2012. Your Directors hereby present the Twenty-fifth Annual Report
together with the Audited Statement of Accounts for the aforesaid year.
FINANCIAL RESULTS: (Rupees In Lacs)
Current 12 Previous 12
months Period months Period
01.04.2011 to 01.04.2010 to
Net Sales/Income from Operations 2722.41 2872.87
Before Depreciation & Tax (807.94) (2277.23)
Less: Depreciation and Impairment 913.29 2234.81
Profit/(Loss) Before Tax (1721.23) (4512.04)
Add: Exceptional Item - (1150.00)
Less: Fringe Benefit Tax - -
Add: Deferred Tax W/Off - (769.27)
Profit/(Loss) after Tax (1721.23) (6431.31)
Add: Prior Period Exps
Add : Balance brought forward
from previous year (16757.64) (10326.33)
Amount available for appropriation (18478.87) (16757.64)
Surplus/(Deficit) carried forward
to Balance Sheet (18478.87) (16757.64)
For the Current Accounting Year of 12 months, the Company has achieved
Sales and Other Income aggregating to Rs. 2722.41 lacs, which includes Job
Work Charges amounting to Rs. 1796.35 lacs, whereas for the previous
Accounting year of 12 months, the Company had achieved Sales and other
Income aggregating to Rs. 2872.87 Lacs.
In view of the losses incurred during the period under review, no dividend
has been recommended on Equity Shares.
MANAGEMENT DISCUSSION & ANALYSIS
This part of the Report deals with expectations and risk analysis about the
future, which is based on certain assumptions and events. The Company can
not guarantee these assumptions and expectations being accurate or will be
realized nor the risks outlined exhaustive. The Company assumes no
responsibility to publicly amend, modify or revise any of these statements
on the basis of any subsequent developments, information or events.
REVIEW OF OPERATIONS
During the year there is no change in the scenario of Penicillin products.
Active Pharmaceuticals Ingredients (API) suppliers in Europe and United
States are facing increasing pricing pressures due to presence of low cost
providers in developing markets, excess big Pharma capacity, and backward
integration by certain generic companies. China is still controlling the
prices of Penicillins & 6-APA resulting in fluctuations in Amoxicillin
Due to delays in financial restructuring the Company could not start its
own production and continue the Job Work activities for Unimark Remedies
OUTLOOK ON OPPORTUNITY
The domestic bulk drug industry is poised to benefit from the impending
patent expiries in the regulated markets leading to increase in generic
penetration; thereby providing a Significant opportunity for supply of APIs
to manufacturers of such generic drugs coupled with increased outsourcing
of bulk drugs by multinational pharmaceutical companies.
As the site is penicillin based it will be difficult for change in the
product range considering regulatory concerns. Hence, in order to sustain
the competitive Semi Synthetic Penicillin price, company is developing a
cost effective process for the manufacturing of Amoxicillin Trihydrate.
Pilot trials for the same are successfully completed & commercialization
will be start by this year.
Company in co-operation with Unimark Remedies Limited has completed the
pilot trials of biocatalyst in our Biotech facility.
OUTLOOK ON CONCERN
China remains a dominant player in the global bulk drug industry given its
large scale manufacturing capabilities, cost leadership and sufficient
availability of intermediates due to strong technological capabilities in
fermentation. This growing competition from China and from our Indian
counterparts remains a challenge to survive in this business.
SEGMENT WISE PERFORMANCE
The Company has only one segment i.e. Pharmaceuticals.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has adequate system of internal controls to ensure that all the
assets are safeguarded and are protected. Necessary checks and balances are
in place to ensure that transactions are adequately authorised and reported
correctly. The Internal Auditors of the Company conduct Audits of various
departments to ensure that internal controls are in place. These are being
reviewed by the Audit Committee of the Board and corrective actions are
taken by the Company, when needed. The Company has appointed M/s. Rege &
Thakkar, Chartered Accountants as its Internal Auditors.
We, at KDL are driven by one common philosophy that people are our greatest
assets. This has been and will continue to be the guiding force in
formulating various Human Resources (HR) strategies and policies.
We believe in simplicity and focus on creating strong process driven work
environment and thereby enable our human capital to efficiently partner
Our people philosophy is woven around following tenets -
2. Respect for people
3. Collaboration and leadership
4. Result focus with emphasis on providing customer delight
Our vision is to feature as a 'Preferred Employer'.
The Company has continued the best HR practices to develop their employees.
The Company has also organized in house & external training Programmes on
various subjects. Yearly training calendar, based on the training need
identification, is prepared and followed.
Employees are suitably rewarded for their performance in order to motivate
them. The Company has implemented & continued a system for quarterly review
of performance of employees. Last year, 92 employees were rewarded for
Training awards: Employees are also awarded for their maximum participation
during the training session in Worker cadre, Staff cadre and Management
Company has maintained a harmonious relationship with their employees along
with their family members by organizing various welfare activities &
HEALTH, SAFETY & ENVIRONMENT
The Company has well defined management goals for Health, Safety &
Environment, which are strictly followed. For maintaining the safe
operating practices and healthy working environment, the Company conducted
safety audits, risk analysis, mock drills and Hazop studies regularly.
To improve the Health, Safety and Environment standard company has obtained
the certification of ISO 14001:2004(EMS) and BS OHSAS 18001:2007.
The Company has also organized in house & external Safety training
Programmes on various subjects.
The National Safety week, World environment day & Fire service day are
celebrated with various activities like Mock-drills, Training by external
faculties with Tree plantation
The housekeeping audits are being conducted quarterly & Awards are
distributed to motivate employees regarding the awareness of house keeping
Being a chief coordinator of the Mutual Aid Response Group (MARG) -Raigad,
the Company organized the On-site mock drills with neighbouring industries
and Off-site Drill at Mumbai - Pune Highway with Government Departmant.
During last year company arranged special training programmes for Police
department (Khalapur, Khopoli, Karjat zone) to attend the emergency while
transporting hazardous goods.
It has been a constant endeavour on the part of the company to avail low
cost debt by restructuring process with the banks and others. The response
was slow due to the fact that the company had to depend more on job work
business than its own production which affected the operation of the
company as well as the restructuring process with the banks and others.
The Company is negotiating with the Bankers for One Time Settlement of it's
Working Capital facility, which will resolve it's issues effectively with
the banks and the Company is hopeful of settling this issue through Onetime
Settlement Scheme (OTS). The Company is a sick Company within the meaning
of Section 3(1)(O) of the Sick Industrial Companies (Special Provisions)
Act, 1985. The Company has made a reference to the Board for Industrial and
Financial Reconstruction (BIFR) under Section 15 (1) of the Sick Industrial
Companies (Special Provisions) Act, 1985 on 6th June, 2011, which has been
registered by BIFR as case No. 35/2011. The case before BIFR is at a
hearing stage and is pending before BIFR for determination of Sickness of
The last hearing was held on 18th July, 2012. The advocate representing
State Bank of India (SBI) stated that they had already filed their written
submission as directed by BIFR, vide their letter dated 13th June, 2012.
The Consultant representing the company stated that they had not received
the copy of the written submission made by SBI. The advocate representing
SBI stated that he will hand over a copy of written submission to the
Company on the same day.
The representative of Canara Bank stated that they had already filed their
objection vide letter dated 3rd May, 2012. He handed over a copy of the
same to the Consultant representing the company, during the course of
The advocate representing Sales Tax Department stated that the total
outstanding due against the company amounts to Rs. 9.27 crores.
Having considered the submissions made and material on record, the
honourable Bench directed that the case be listed for Argument. The next
date of hearing in the case has been fixed on 10th September, 2012.
After a constant follow-up with SBI, the Company has recieved the copy of
written submission from SBI on 22nd August, 2012. The Company has filed
it's reply against the submission of SBI & Canara Bank before BIFR.
Further, with the help of Financial Advisors, the Company is also working
on the alternative mode of Finance for funding OTS.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Dr. Tushar K. Srivastava and Mr.
Yogendra K. Chauhan retires by rotation at the ensuing Annual General
Meeting and are eligible for re-appointment.
Brief resume of the Directors being appointed/re-appointed, is provided in
the Notice convening the Annual General Meeting of the Company as required
under Clause 49 of the Listing Agreement.
None of the Directors of the Company are disqualified from being appointed
as specified under Section 274 of the Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to
financial statements of the Company for the accounting period ended 31st
March, 2012, the Board of Directors state that:
i) the applicable Accounting Standards have been followed in preparation of
the financial statements and there are no material departures from the said
ii) reasonable and prudent accounting policies have been used in
preparation of the financial statements and that they have been
consistently applied and that reasonable and prudent judgements and
estimates have been made in respect of items not concluded by the end of
the Accounting period, so as to give a true and fair view of the state of
affairs of the Company as at the end of the accounting period ended 31st
March, 2012 and of the profit/(loss) of the company for the period under
iii) proper and sufficient care has been taken for 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 and other irregularities; and
iv) the financial statements for the accounting period ended 31st March,
2012, have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS
Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 is given in the Annexure - A to the Report.
PARTICULARS OF EMPLOYEES
The Ministry of Corporate Affairs has vide notification dated 31st March,
2011 enhanced the limits for the purpose of disclosure of particulars of
employees in Directors Report as required under Section 217(2A) read with
Companies (Particulars of Employees) Rules, 1975 from the existing limit of
Rs. 24 lac per year/ Rs. 2 lac per month to Rs. 60 lac per year/ Rs. 5 lac
The information required to be disclosed under Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Amendment Rules, 2011, is not applicable to the Company, as none of the
employee of the Company was in receipt of remuneration prescribed in
Companies (Particulars of Employees) Amendment Rules, 2011.
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Report on Corporate Governance and a Certificate from the Auditors
of the Company regarding compliance of conditions of Corporate Governance
are annexed to the Directors' Report.
Group means Jayant Mohanlal Parekh, Madhukanta Jayant Parekh, Mehul Jayant
Parekh, Beena Mehul Parekh, Sandip Jayant Parekh, Nandini Sandip Parekh,
Sonali Mehul Parekh, Pooja Mehul Parekh, Sarang Sandip Parekh, J. M. Parekh
(HUF), Unimark Remedies Limited, Glade Organics Private Limited, India,
Morganite Trading Company Limited, Synpac Pharmaceuticals (UK) Limited,
Synpac Pharmaceuticals Limited, UK, Synpac Limited BVI, Glade Organics
Private Limited, UK and Glade Remedies Private Limited, Mauritius are part
of the same Group as defined in the Monopolies and Restrictive Trade
Practices Act, 1969 (54 of 1969).
During the period under review, the Company has not accepted any fixed
All Properties/Assets including Buildings, Plant and Machineries,
Furnitures and Fixtures etc. and insurable interest of the Company are
M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai, retires at the
ensuing Annual General Meeting and are eligible for re-appointment. The
Company has received confirmation from them to the effect that their re-
appointment, if made, would be within the prescribed limits under Section
224(1B) of the Companies Act, 1956. The observations of the Auditors in
their report on Accounts read with the relevant notes are self-explanatory
and therefore do not call for any further comments.
With regard to qualifications made by the Statutory Auditors in their
report, the relevant notes appended in the Schedule of the note are Self-
explanatory and requires no further explanation and elucidation.
Your Directors would like to express their grateful appreciation for the
assistance and co-operation received from the Financial Institutions,
Banks, Government Authorities, Customers, Vendors, Shareholders and
Employees during the period under review.
For and on behalf of the Board of Directors
(Dr. Rajesh Agrawal)
Director - Technical
Date : August 28, 2012
ANNEXURE 'A' TO THE DIRECTORS' REPORT
INFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE
REPORT OF BOARD OF DIRECTORS) RULES, 1988.
A. CONSERVATION OF ENERGY:
1. Energy Conservation measure implemented in 2011-12:
a) Achieved saving in electrical consumption by removing IPA collection
pump and keeping under gravity flow of ML distillation column.
b) Achieved saving in electrical consumption by putting smaller pump for
cooling tower at intermediate plant.
c) Substituted distillation of Aqueous layer of Cilastatin derivatives
using RO technology
2. Additional investments & proposals for energy conservation in 2012-13:
a) Installation of Bio Briquette fired boiler instead of Furnace oil fired
b) Steam condensate recovery to reduce fuel consumption at boiler.
c) Replacement of chilled brine compressors with energy efficient screw
d) Replacement of air compressors with energy efficient compressors.
e) Replacement of reactor impellors with energy efficient impellors along
with gear box & motor.
f) Energy saving by improvement in solvent recovery percentage.
g) Replacement of liquid nitrogen tank & change of existing pipelines is
planned to improve the energy consumption efficiency.
3. Impact of Measures:
The energy conservation measures has resulted in reduction of total KWH
whereas cost has been increased due to higher rate.
4. Total energy consumption per unit of production as per Form A.
Power and Fuel consumption Current Previous
a) Electricity/Internal Generation
Units KWH (Lacs) 69.40 79.86
Total Amount (Rs. in Lacs) 425.33 436.55
Rate/Unit (Rs.) 6.13 5.47
b) Coal N.A. N.A.
c) Furnace Oil
Quantity Ltrs. (in Lacs) 7.41 1.03
Total amount (Rs. in Lacs) 244.39 28.97
Average rate (Rs.) 32.96 28.06
It is difficult to express consumption per unit because of large numbers of
packs & products of bulk drugs.
B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:
1. Process Development of SEMI SYNTHETIC PENICILLINS and its INTERMEDIATES
a) Prepare working standards.
b) Trouble shooting studies related to Plant process.
c) Process development studies for cost improvement.
d) Vendor Development trials of Raw Materials.
2. During this period technologies for extra dried Amoxicillin Trihydrate
with Potassium Clavulanate mixture and higher solubility Amoxicillin
Trihydrate for veterinary use has been developed. The commercialization of
extra dried Amoxicillin Trihydrate is in progress.
Various quality management systems are adopted to assure the quality of the
product. This is achieved with the help of new state of the art quality
control laboratories & sophisticated analytical instruments like High-
performance Liquid Chromatography (HPLC), Gas Chromatography (GC), Fourier
Transform Infra Red Spectrum (FTIR), Polari meter and Head Space Analyzer
etc., which are installed in the Quality Control Laboratory. Apart from
this there also exists an In-Process Quality control laboratories where all
the in-process control tests are carried out with the aid of dedicated
sophisticated instruments. This ensures that the Company is interested not
only in controlling the desired quality of Key Raw materials, Intermediates
& the finished products, but also keen to know the pathway followed for
being able to assure the desired quality products.
Additionally, Good Laboratory Practices (GLP) systems are adhered to in the
laboratory whereas cGMP is followed during manufacturing activity, Change
Control system, batch review system, Out of specification Systems, Vendor
Qualification systems, cleaning procedures are followed to assure total
adherence to Good Manufacturing Practices (GMP). Validation Master Plan
(VMP), process validation Annual product quality review is monitored as per
the predefined Standard Operating Procedure (SOP).
Quality assurance also helps in satisfying customer and regulatory
requirements. During the accounting period, facility is approved by
International companies from Philippines, Thailand, Iran, Tanzania & Canada
and also various Indian companies.
Annual updates are being sent to United State Food & Drug Administration
(USFDA) & Medicine Health Regulatory Agency (MHRA) regularly and the
Company also has World Health Organisation (WHO) approval along with GMP
Certificate from Indian Food & Drug Administration (FDA).
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The required information in respect of Foreign Exchange Earnings and Outgo
for the Accounting Period ended 31st March, 2012, has been given below:
Foreign Exchange Outgo: Rs. 6,80,825/-
(Previous period Rs. 7,89,665/-)
Foreign Exchange Earnings: Rs. NIL
(Previous period Rs. Nil)
For and on behalf of the Board of Directors
(Dr. Rajesh Agrawal)
Director - Technical
Date : August 28, 2012