DIRECTORS
Dear Shareowners,
Of Twilight Litaka Pharma Ltd.
Your Directors are pleased to present this 40th Annual Report of your Company for the
year ended 30th June 2014.
| Particulars |
Standalone |
Consolidated |
|
Year ended 30th June, 2014 |
Period ended 30th June, 2013 |
Year ended 30th June, 2014 |
|
(Rs. in crs.) |
(Rs. in crs.) |
(Rs. in crs.) |
| TOTAL INCOME |
31.50 |
337.69 |
338.59 |
| NET PROFIT AFTER TAX |
(139.58) |
(162.72) |
(170.95) |
| Add : Surplus brought |
|
|
|
| forward from the Balance Sheet |
(47.11) |
115.61 |
112.74 |
| Amount available for disposal |
- |
- |
- |
| APPROPRIATIONS: |
|
|
|
| General Reserve |
- |
- |
- |
| Surplus carried to Balance Sheet |
(186.69) |
(47.11) |
(58.21) |
| Earnings Per Share (Rs.) * |
(56.32) |
(65.66) |
(68.98) |
| Book Value per Share (Rs.) * |
-5.70 |
5.30 |
(2.43) |
* Face Value Rs. 5/- per share. PRESENT STATUS OF THE COMPANY
In the Financial year 2010- 11 your Company has acquired 100% stake of M/s Briocia
Pharma (India) Limited from the funds available on the expectation that substantial funds
will be infused by way of Private Equity. This investment was necessary as the existing
plants in Pimpri and Vadgaon were very old and additional capacities were required. Since
the Company has entered into Joint Venture with M/s Interpro Healthcare of Republic of
South Africa it was necessary to have a modern facility complying with the regulations
applicable in Republic of South Africa. The facility of M/s Briocia Pharma (India) Limited
has substantial capacity and was also compliant with Modern WHO GMP guidelines.
The decision to acquire M/s Briocia Pharma (India) Ltd and other capital expenditure
during 2010-11 coupled with the as yet unsuccessful attempt to infuse substantial funds by
way of private equity lead to a severe liquidity crunch and an acute shortage of working
capital. Additionally the hostile economic environment prevented seeking any suitable
alternatives that were before the Company in the form of liquidation of certain non-core
assets or obtaining liquidity from the financial markets. This lead to a prolonged period
of financial hardship to the Company with a cascading effect of slow recoveries from
debtors, drop in sales , labour unrest, disruption of manufacturing activities and the
consequent loss of key customers and unrelenting pressure from banks and creditors.
The cumulative effect of the inconsistent cash flows from operations and the inability
to draw down the sanctioned limits from the bankers and over cautious investment climate
in the capital markets lead to defaults and delays in honouring financial commitments. As
a result the bankers have classified the Companys accounts as a NPA during 2012 and
further recalled their facilities, initiated recovery proceedings by seeking legal action
through winding up petitions, initiating DRT applications, action under Section 138 of the
N I Act and SARFAESI Act. Several creditors and workers have also taken legal action for
recovery against the Company.
The Bankers and Unsecured Creditors of the Company and its Subsidiary had initiated
proceedings before the Honble Bombay High Court for winding up of the Company. Consequent
to one of the customer, who had offered to buy the Companys manufacturing unit at Baddi
and which offer was informed to the Court in the aforesaid proceedings, withdrawing his
offer to buy the said property, Honorable
Bombay High Court in their order dated 30th April 2014, appointed "Provisional
Liquidator" to take charge of the of Companys Books of Account, assets and
properties both movable and immovable. Further, the Court ordered the Company, its
Directors, and Officers and Agents from creating any dispossession of any of the assets or
properties without leave of the Court, except in the ordinary and usual course of its
business.
Consequent to the Losses exceeding the Share Capital and Reserves, the Company through
its application u/s 15 of SICA Act 1985 has sought registration before BIFR and protection
u/s 22 of SICA Act 1985. The application has been duly acknowledged vide No 1366 dated
02.07.2014. Company has also briefly narrated therein its proposal to revive the operation
and turn the negative Net Worth to positive.
Majority of the secured Lenders (Consortium of Banks) have, pursuant to an auction
process, assigned their dues in favour of an Asset Reconstruction Company (ARC). ARC is
presently leading the dialogue with the Company for a comprehensive settlement of the dues
of the Consortium. Company is hopeful that the settlement as aforesaid, would benefit it
and coupled with other proposals under evaluation such as developing the properties as
residential/commercial complexes, negotiations with strategies investors for infusion of
funds to commence the operations, etc. will go a long way in bringing about turn around in
the operations and to a large extent make the existing negative net worth become positive.
The Company has included the same in the presentations that have been made before BIFR. On
the Winding up petition field before Bombay High Court against the Company, it has been
legally advised that since reference has already been made to BIFR, it has fair amount of
chance in succeeding.
Based on these factors viewed cumulatively, Management is of the view that the Company
continues to operate as a going concern and is having the ability to meet its financial
commitments.
DIRECTORS EXPLANATION TO THE ADVERSE OPINION / QUALIFICATIONS STATED IN THE AUDITORS
REPORT
As regards Adverse opinion/qualifications stated in the Auditors Report dated 29th
August 2014 by the Statutory Auditors of the Company the Board is of the view that in the
Notes to Accounts all these issues are adequately dealt with.
DIVIDEND
Considering the Losses incurred by the Company, your Directors do not recommend any
Dividend for the Year ended as on 30th June 2014. (Previous Year Rs. Nil.)
SUBSIDIARY
Briocia Pharma (India) Limited is a Wholly owned Subsidiary of your Company by virtue
of acquisition of 100% stake by the Company.
The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011
dated 8 February 2011 has provided an exemption to companies from complying with Section
212, provided such companies publish the audited consolidated financial statements in the
Annual Report. Accordingly, the Annual Report 2013-14 does not contain the financial
statements of our subsidiary. The consolidated financial statements, in terms of Clause 32
of the Listing Agreement and prepared in accordance with Accounting Standard 21 as
specified in Companies (Accounting Standards) Rules, 2006 also form part of this Annual
Report.
The audited annual accounts and related information of our subsidiary, where
applicable, will be made available for inspection during business hours at our registered
office in Pune. The annual accounts of Briocia Pharma (India) Limited and the related
detailed information will be made available to the members on the specific request made by
them.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of your Company is
given in the Management Discussion and Analysis Report, which forms part of this Report.
CORPORATE GOVERNANCE
Your Company follows healthy Corporate Governance practices since it believes that
Corporate Governance is a voluntary code of self-discipline. A separate report on the
initiatives on Corporate Governance adopted by your Company along with a certificate of
Compliance from the Auditors given in this Annual Report forms part of this Report.
STATUTORY AUDITORS
The term of appointment of present Auditors M/s V. Sankar Aiyar & Co., Chartered
Accountants, Mumbai having Firm Registration No. 109208W is due to expire on conclusion of
the forth coming Annual General Meeting. They have informed the Company about their
unwillingness to be reappointed. Accordingly the appointment of M/s. KRSHNA &
ASSOCIATES, Chartered Accountants, having Firm Registration No. 122950W is recommended as
the new Auditors of the Company to hold the office from the conclusion of this Annual
General Meeting till the conclusion of 45th Annual General Meeting of the Company to be
held hereafter, subject to ratification by the Members at every Annual General Meeting.
Accordingly necessary Resolution under Section 139 has been recommended for the
approval of the Shareholders.
COST AUDIT
Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the
prior approval of the Central Government, Mrs. Swati Joshi, (Fellow Membership No. 28717)
practicing Cost Accountant, was appointed to conduct audit of cost records relating to
formulations
DIRECTORS
Mr. Nainish Rajendra Bora (DIN: 00152040), retires by rotation and has informed his
willingness to be reappointed as the Director of the Company, liable to retire by rotation
. Necessary Resolution for his reappointment is recommended for your approval.
As per the provisions of the Companies Act, 2013, Independent Directors are required to
be appointed for a term upto five consecutive years and shall not be liable to retire by
rotation, during that period. Necessary resolutions for the appointment of Mr. Avinash
Shantaram Chandvankar and Mr. Raghavan Mathurakavi Srinivasa Ayyangar have been
recommended for your approval.
In the Extra Ordinary General Meeting held on 29th September 2012 the Shareholders of
the Company have approved the recduction in the remuneration payable to Mr. Gopal Ramourti
as Managing Director and Mr. Nainish Bora as Executive Director of the Company. However
Considering the present liquidity crunch and the losses incurred, your Company has not
made payment of remuneration to these Directors during the period under Report.
FIXED DEPOSITS
The Company has not invited / received any fixed deposits during the year.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, none of
the employee of the Company was in the receipt of excess of Amount prescribed in the
(Particulars of Employees) Amendment Rules, 2011.
DISCLOSURE OF PARTICULARS
As required under Section 217 (1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the
information under the said section has not been provided since no employee of the company
has received the remuneration beyond the limits pecribed under this section.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your
Directors hereby confirm -
(a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed and there has been no material departure.
(b) that the selected accounting policies were applied consistently and the directors
have made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on 30th June 2014 and of the Loss of
the Company for the year ended on that date.
(c) that proper and sufficient care has been taken 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 preventing and detecting fraud and other
irregularities.
(d) that the annual accounts have been prepared on a going concern basis.
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your Board of Directors wish to place on record their appreciation of the contribution
made by the employees at all levels.
The Board takes this opportunity to express their gratitude to Bankers, Suppliers,
Regulatory and government authorities, Stock Exchanges and other Business Associates for
their continued support and cooperation received by your Company.
Your Directors are thankful to the esteemed shareholders, all investors, clients,
vendors, for their continued faith and valued support.
|
By Order of the Board of Directors |
|
For Twilight Litaka Pharma Ltd. |
| Date : 29th August, 2014 |
RAJENDRA C. BORA |
| Place : Mumbai |
CHAIRMAN |
+91-9892691696
