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Transgene Biotek Ltd.

BSE: 526139 Sector: Health care
NSE: N.A. ISIN Code: INE773D01018
BSE 00:00 | 29 Sep 4.16 -0.10
(-2.35%)
OPEN

4.06

HIGH

4.30

LOW

4.05

NSE 05:30 | 01 Jan Transgene Biotek Ltd
OPEN 4.06
PREVIOUS CLOSE 4.26
VOLUME 21876
52-Week high 6.85
52-Week low 2.01
P/E
Mkt Cap.(Rs cr) 32
Buy Price 4.10
Buy Qty 50.00
Sell Price 4.28
Sell Qty 4290.00
OPEN 4.06
CLOSE 4.26
VOLUME 21876
52-Week high 6.85
52-Week low 2.01
P/E
Mkt Cap.(Rs cr) 32
Buy Price 4.10
Buy Qty 50.00
Sell Price 4.28
Sell Qty 4290.00

Transgene Biotek Ltd. (TRANSGENEBIOTEK) - Director Report

Company director report

Dear Shareholders

Your Directors submit to you the 29th Annual Report on the business & operations ofthe Company and Audited Statement of Accounts for the year ended 31st March 2019 alongwith the Auditor's Report thereon.

Financial Results (Rs. in Lakhs)
Particulars 2018-2019 2017-2018
Total Income 210.90 749.09
Operational Administration and other expenses 75.69 222.34
Gross Operating Profit 135.80 526.75
Interest and Financial Charges 25.05 102.82
Forex Gain/Loss - 0.0132
Depreciation 989.42 989.14
Profit before Tax/Loss (879.27) (565.22)
Provision for Tax - 78.61
Net Profit/Loss (879.27) (643.83)

OPERATIONS

The total turnover of the company for the year ended 31st March 2019 amounted to Rs.210.90 Lakhs as against Rs. 749.09 Lakhs in the previous year. The company incurred a netLoss of Rs. 879.27 Lakhs for the year as against a loss of Rs. 643.83 Lakhs in theprevious year. As can be noticed the management continued to revise books of accounts andhas written off certain accounts wherever possible after following the standard accountingpolicies of India and in consultation with the auditors. This revision has resulted inincreased 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 14th August 2019.

REVIEW AND RESULTS OF OPERATIONS

During the year SEBI hearing on GDR matter has not yet been concluded hence thecompany's ability to raise required funds to advance its technologies continues to becurtailed. But the management with the help of funds raised through strategic sale ofunused assets and with the help of promoter's funds as and when required continued toadvance the TrabiORAL platform and in the process received patent approvals in variouscountries.

The scientists of Transgene have finally achieved the required breakthrough inTrabiORAL technology that has hitherto raised certain uncertainties in the minds of thepotential strategic partners.

TrabiORAL has now demonstrated its deliverability of various protein and peptidemolecules of varying sizes covering different clinical applications such as DiabetesVaccines Cancer drugs Inflammatory Bowel Diseases etc.

GDR issue

SEBI hearing on GDR matter has not yet been concluded. The management is waiting toreceive various documents sought by our legal team of M/s L. S. Shetty & Associatesfrom SEBI that may play a crucial role in defense of our case at SEBI.

Pertaining to the recovery of GDR funds the legal teams in London and Singapore arestill pursuing to recover the funds but not yet reached a conclusive stage but themanagement hopes a final resolution may be forthcoming during the current year.

EMPLOYEE

As stated above with limited resources the management has been judiciously maintainingrequired strength of employees to continue its operations without any interruption.

DIVIDEND

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

STRATEGIC FOCUS AND FUTURE ORIENTATION

As reported during the previous year GDR issue and the consequent SEBI order haveseverely curtailed the management's ability to undertake all the technologies it has atits disposal. Undeterred with such challenges the management continued to survive andwithstand various hurdles in its quest to come out with success on its TrabiORAL platforma real tribute to the dedicated work of team of scientists.

SUBSIDIARY COMPANY - TRANSGENE BIOTEK HK LIMITED

It is note worthy to point out that with revelation of certain crucial information byone of the persons operating from Singapore to the Ministry of Singapore during the courseof investigation Transgene Biotek HK Ltd has not been audited for the current year2018-19 too. However the management is seeking the opinion of few experts in this regardas to exact course of action to be initiated on the prospects of closing this companyaltogether.

However the focus has not been lost regarding the irregularities committed through theaccount at Standard Chartered Bank Singapore with efforts continuing for the recovery offunds transferred illegally from its account. A Statement pursuant to Section 129 readwith Rule 5 of the Companies (Accounts) Rules 2014 in Form AOC - 1 is attached as"Annexure -A"

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

Your Company has taken adequate steps to adhere to all the stipulations laid down inunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A reporton Corporate Governance is included as part of this Annual Report as "Annexure -C".

Certificate from the Statutory Auditors of the company M/s. Manisha Dubey &Associates Chartered Accountants confirming the compliance with the conditions ofCorporate Governance as Stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is included as part of this report as "AnnexureD"

DEMATERIALISATION OF SHARES

86.21% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2019 and balance 13.79% is in physical form. The Company's Registrars are M/s.Big Share Services Pvt Ltd 306 Right Wing 3rd Floor Amrutha Ville Opp. YashodaHospital Raj Bhavan 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 1stApril 2018 to 31st March 2019 the 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 18-19the independent Directors met four times i.e. on 28th May 2018 14th August 2018 14thNovember 2018 and 14th February 2019. The Independent Directors inter alia discussmatters arising out of Board and Board Committee agendas company performance and variousother board-related matters identify areas where they need clarity or information frommanagement and to review the performance of Independent Directors the Chairman and theBoard as a whole and assess the effectiveness and promptness of the information flow.

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 31st March 2019the applicable accounting standards have been followed along with proper explanationrelating 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

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 7.12 lakhs
(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"

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 : 28-08-2019 CHAIRMAN & MANAGING DIRECTOR