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Transgene Biotek Ltd.

BSE: 526139 Sector: Health care
NSE: N.A. ISIN Code: INE773D01018
BSE 00:00 | 10 Aug 3.34 0.04
(1.21%)
OPEN

3.45

HIGH

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NSE 05:30 | 01 Jan Transgene Biotek Ltd
OPEN 3.45
PREVIOUS CLOSE 3.30
VOLUME 3301
52-Week high 4.88
52-Week low 3.02
P/E
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.45
CLOSE 3.30
VOLUME 3301
52-Week high 4.88
52-Week low 3.02
P/E
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Transgene Biotek Ltd. (TRANSGENEBIOTEK) - Director Report

Company director report

Dear Shareholders

Your Directors submit to you the 31st Annual Report on the business &operations of the Company and Audited Statement of Accounts for the year ended 31st March2021 along with the Auditor's Report thereon.

Financial Results

(Rs. in Lakhs)

Particulars 2020-2021 2019-2020
Total Income 43.64 18.25
Operational Administration and other expenses 69.53 86.72
Gross Operating Profit -25.88 -68.47
Interest and Financial Charges 26.63 38.05
Forex Gain/Loss - -
Depreciation 990.80 989.69
Profit before Tax/Loss (1043.31) (1096.22)
Provision for Tax - -
Net Profit/Loss (1043.31) (1096.22)

OPERATIONS

The total turnover of the company for the year ended 31st March 2021amounted to Rs. 16.95 Lakhs as against Rs. 0 Lakhs in the previous year. The companyincurred a net Lossof Rs.1043.31 Lakhs for the year as against a loss of Rs.1096.22 Lakhsin the previous year. As can be noticed the management continued to revise books ofaccounts and has written off certain accounts wherever possible after following thestandard accounting policies of India and in consultation with the auditors. This revisionhas resulted in increased operating loss from the previous year.

AUDITORS' COMMENTS

The operations in the Subsidiary are being shut down for more than three years (sincefinancial year 2015-16) with no activities of any sort.

The consolidated financial statements were authorized for issue by the Company's Boardof Directors on 29th June 2021.

Review and results of operations

a) TrabiORAL™

We have successfully formulated the molecule belonging to a very large global pharmacompany for undergoing studies at its own chosen facilities in USA. Results of thosestudies are expected shortly.

ii. Transgene's plans on commercialization of its drug delivery: The management isexploring various options to commercialize its oral and intra-nasal delivery technologies.It is with that aim the management is in discussions with few select companies keeping inconsideration about the restrictions imposed by SEBI through its order and also the needfor the availability or supplies of APIs or Biotechnology products needed for our deliverytechnologies. The management believes that in structuring a successful deal that benefitsTransgene and its stakeholders.

B) PERORAL BIO PVT LTD

With the relaxation of lockdown conditions all around the management plans to focus onthe plans to transfer TrabiORAL to PerORAL as the process evolves in the days ahead.

C) SEBI Order seeking Certificate on the efforts for recovery of lost GDR funds

The Board has been regularly informed that the Managing Director has been pursuingvigorously with the help of the legal team in London and Switzerland to recover GDR fundsas directed by SEBI in its order dated 31st August 2020. It is brought to the attention ofthe Board that those efforts are nearing crucial stages in pursuit of recovery of the lostGDR funds.

D) SEBI Adjudication hearing

With the Covid situation still not abating fully no further progress could be achievedon this front.

E) SBIRI/BIRAC

There has been no resolution yet on this matter.

F) CESTAT

There have been no further developments on this matter.

DIVIDEND

Your Directors are unable to recommend any dividend since the company has not made anyprofits.

STRATEGIC FOCUS AND FUTURE ORIENTATION:

With the success demonstrated repeatedly and consistently on several molecules on bothoral and intra-nasal delivery routes the management felt it right to focus on bringingthis platform to a stage of commercialization. To achieve this objective it is realizedthat one of the key links is the uninterrupted supply of APIs such as Insulin for it to belaunched into the markets in the form of Oral or Intra-nasal or both routes in a phasedmanner. Therefore the management is trying for a strategic alliance with companiesmanufacturing such biologics and biosimilar drugs. This alliance shall help in realizingthe monetization goals of Transgene in general.

Subsidiary Company - Transgene Biotek HK Limited

With the adverse impact of Covid still influencing the proceedings across severalcountries no action has been initiated on this yet.

However the focus has not been lost regarding the irregularities committed through theaccount at Standard Chartered Bank Singapore with efforts continuing for the recovery oflost GDR funds transferred illegally from its account at Investec Bank.A Statementpursuant to Section 129 read with Rule 5 of the Companies (Accounts) Rules 2014 in FormAOC - 1 is attached as "Annexure -A"

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The market for Biologics and Biosimilars is an ever expanding one and substantialmajority of those drugs are to be administered through injectable route only. Themanagement having optimized the technology and its utility in transforming and replacingthose injectable routes into highly convenient and effective routes as oral or intra-nasaladministration is now actively seeking strategic alliances for an uninterrupted supply ofall such biologics that will undoubtedly create an impact across the world.

We believe that Transgene is well-positioned to create a significant impact with itsunique delivery technology in growing globally based on its sound and superior deliverymechanism scientific knowhow low-cost manufacturing setup and a potentially broadproduct portfolio. We are confident in continuing to expand across the world that willbring immense relief and benefits to the patients across the world.

Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) theManagement Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report as "Annexure B".

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The corporate governance philosophy at Transgene Biotek believes in adherence to goodcorporate practices implements policies guidelines and develops a culture of the bestmanagement practices and compliance with the law coupled with the highest standards ofintegrity transparency accountability. The Company has a strong legacy of fairtransparent and ethical governance practices and it believes that good CorporateGovernance is essential for achieving long-term corporate goals and to enhancestakeholders' value.

All our employees are committed to a balanced corporate governance system whichprovides the framework for achieving the Company's objectives encompassing practicallyevery sphere of management from action plans and internal controls to corporatedisclosures.

The Company continues to strengthen with an aim to generate long term value for all itsstakeholders on a sustainable basis.

DEMATERIALISATION OF SHARES

86.34% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch2021 and balance13.66% isin physical form. The Company's Registrars are M/s. Big ShareServices Pvt Ltd 306 Right Wing 3rd Floor Amrutha Ville Opp. Yashoda Hospital RajBhavan Rd Somajiguda Hyderabad Telangana-500 082.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4(Four) times during the financial year from 1stApril2020 to 31stMarch2021the details of which are furnished in the report onCorporate Governance.

BOARD EVALUATION

The evaluation of all the Directors including the Chairman the Independent Directorsand the Managing Director Board committees and the Board as a whole was carried out basedon the criteria and framework approved by the Nomination and Remuneration Committeepursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI under Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015).

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of the board as a whole andperformance of the Chairman was evaluated. The same was discussed in the board meetingthat followed the meeting of the independent Directors at which the performance of theBoard its committees and individual directors was also discussed.

INDEPENDENT DIRECTORS AND DECLARATION

Our Independent Directors meet the baseline definition of Independent Directors underthe Act and the Listing Regulations. At the beginning of each financial year theIndependent Directors submit a self-declaration confirming their independence andcompliance under section 149(6) Schedule IV of the Act and Regulation 16(1)(b) of theListing Regulations 2015 [Listing regulations]. All such declarations are placed beforethe Board for information and noting. Based on the declarations received the Board alsoconfirms that the Independent Directors fulfil the independence criteria under the ListingRegulations and are independent of the management.

Generally the Independent Directors meet before each board meeting. During FY 2020-21the independent Directors met Four (4) times i.e. on03rd June 2020 24thAugust2020 10thNovember 2020 and23rdJanuary 2021. The IndependentDirectors inter alia discuss matters arising out of Board and Board Committee agendascompany performance and various other board-related matters identify areas where theyneed clarity or information from management and to review the performance of IndependentDirectors the Chairman and the Board as a whole and assess the effectiveness andpromptness of the information flow.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr G Santosh Kumar Independent Director of the Company retires at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

• In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;

• They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theloss of the company for the same period;

• The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

• They have prepared the annual accounts on a going concern basis;

• They have laid down internal financial controls in the company that are adequateand were operating effectively.

• They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at its Board Meeting.As per the policy the management continues to review and assess the risk and also thesteps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility do not apply to the company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.

PARTICULARS OF EMPLOYEES

The statement showing particulars of employees pursuant to Section 197 of the CompaniesAct 2013 (the 'Act') read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable on company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems of the Company are adequate and commensurate with the sizeof operations. These controls ensure that transactions are authorized recorded andreported on time. They ensure that assets are safe guarded and protected against loss orunauthorized disposal.

The Internal Audit department carried out audits in different areas of the Company'soperations. Post-audit reviews were carried out to ensure that audit recommendations wereimplemented. The Audit Committee of the Board of Directors reviewed the audit program andfindings of the Internal Audit department.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

The auditors' report and Secretarial auditors' report contain certain qualificationsreservations or adverse remarks. Report of the secretarial auditor is given as an annexurewhich forms part of this report - "Annexure - E"

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) The operations of the company are not power intensive nevertheless the companycontinues its efforts to minimize energy wherever practicable by economizing on the use ofpower at the offices

(B) Technology absorption NIL
(C) Foreign exchange earning NIL
(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related parties of theDirectors or the Key Managerial Personnel of the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as "Annexure - F"

A copy of the annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 (the 'Act') in the prescribed form is hosted on the Company'swebsite and can be accessed at www.transgenebiotek.com

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and place onrecord their appreciation of the continued assistance and co-operation extended to thecompany by its bankers government and semi government departments customers marketingagents and suppliers and in particular Shareholders for the confidence reposed in thecompany

Your directors also thank all the employees of the company for their dedicated servicewithout which your company would not have achieved those results.

By the Order Of the Board
For TRANSGENE BIOTEK LIMITED
Sd/-
PLACE: HYDERABAD Dr. K. KOTESWARA RAO
DATE: 14.08.2021 CHAIRMAN & MANAGING DIRECTOR

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