Benzo Petro International Ltd Directors Report

BENZO PETRO INTERNATIONAL LIMITED ANNUAL REPORT 2011-2012 DIRECTORS REPORT Dear Shareholders, Your Directors submit herewith the 21st Annual Report of your Company for the financial year ended 31st March, 2012. 1. SUMMARY OF FINANCIAL RESULTS: FINANCIAL RESULTS (Rs. in Lakhs) Particulars for the year ended 31.03.2012 31.03.2011 Net Sales & Conversion Income 9278.83 7187.54 Other Income 162.01 487.83 Profit/(Loss) before Depreciation, Interest and Tax 104.66 715.38 Less: Depreciation & Interest 841.08 619.74 Profit/(Loss) before Tax (736.42) 95.64 Less: Exceptional Items (1.60) - Less: Provision for Tax - Fringe Benefit Tax - - Profit/(Loss) after Exceptional Items and Tax (738.02) 95.64 The figures of the previous year may have been re-grouped and re-classified to conform to the current classification. 2. DIVIDEND: In view of the losses incurred during the year under review, the Directors do not recommend any dividend for the year under review. 3. OPERATIONS: During the period under review, the operations of the Company witnessed increase in Operational Revenue to Rs. 9278.83 Lakhs from Rs. 7187.54 Lakhs. There has been a sharp decline in Other income amounting to Rs. 487.83 Lakhs in the last financial year to Rs. 162.01 Lakhs in the current financial year. During the year the Company has registered a Loss of Rs. 738.02 Lakhs against a Profit before Tax amounting to Rs. 95.64 Lakhs in the last financial year. 4. SALE OF WHOLE OF UNDERTAKING TO M/S. SUDAR INDUSTRIES LIMITED: The Board of Directors at its meeting held on 7th July, 2012, proposed to sale the whole of fixed assets of the undertaking of the Company pursuant to Section 293(1)(a) of the Companies Act, 1956 to M/s. Sudar Industries Limited, formerly known as M/s. Sudar Garments Limited for a total consideration of Rs. 26 Crores. The consideration was agreed to be paid by way of issue and allotment of 4000000 equity shares @ Rs10/= each fully paid up at the premium of Rs.55/- of M/s. Sudar Industries Limited to Benzo Petro International Limited. M/s. Sudar Industries Limited will allot the said equity shares to M/s. Benzo Petro International Limited. Currently, the Company is continuing to use the facilities for various contract manufacturing services. However, on account of ownership being transferred to M/s. Sudar Industries Limited, the Company and M/s. Sudar Industries Limited have mutually agreed that the Company will continue to use the facilities for a mutually agreed consideration. 5. ENVIRONMENTAL HEALTHS SAFETY: The Company diligently endeavours to act in a responsible manner to ensure a safe and accident free environment for its employees and contract personnel. Health and Safety issues are addressed systematically, effectively and proactively. Mock drills are conducted regularly for different emergency situations for enhancing effectiveness of response plan. 6. CORPORATE GOVERNANCE: The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Statutory Auditor of the Company regarding compliance of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchanges is enclosed herewith. 7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Applicable particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as an Annexure to this Report. 8. FIXED DEPOSITS: The Company has not accepted any Fixed Deposits from public as envisaged under Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975. 9. DIRECTORS: a. Re-appointment of Mr. Rishi Agrawal, Non-Executive Independent Director: Mr. Rishi Agrawal, Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment. Mr. Rishi Agrawal has a considerable experience in the area of commercial and business development, b. Regularisation of appointment of Mr. Mitul Patel, Non-Executive Independent Director. Mr. Mitul Patel was appointed as Additional Director of the Company at the meeting of the Board of Directors held on 22nd March, 2012. As per the provisions of Section 260 of the Companies Act, 1956, Mr. Mitul Patel will hold office as a Director upto the conclusion of Annual General Meeting. The Company has received notices in writing under Section 257 of the Companies Act, 1956, proposing his candidature for the office of the Director. Mr. Mitul Patel has completed his graduation from M.S. University. He also holds a diploma in Interior Designing from NIFD. 10. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: a. In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. Your Directors have selected such accounting policies and applied them consistently and 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 at 31st March, 2012 and of the Profit and Loss Account for the year ended on that date; c. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the company and preventing and detecting fraud and other irregularities and d. The accounts for the year ended 31st March, 2012 have been prepared on a going concern basis. 11. STATUTORY AUDITORS: M/s. Kiran Solanki & Associates Chartered Accountants, Statutory Auditors of the Company, continues to hold office until conclusion of this Annual General Meeting and have been recommended for re*appointment upto the conclusion of next Annual General Meeting. In terms of Clause 41(1)(h) of the Listing Agreement, the Statutory Auditors of the Company are subjected to the Peer Review Process of Institute of Chartered Accountants of India (ICAI), and should hold a valid certificate issued by Peer Review Board of the ICAI. M/s. Kiran Solanki & Associates., Chartered Accountants hold a valid certificate issued by Peer Review Board of the ICAI. 12. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the company has imported Traded Goods having value of Rs. 5809.50 Lakhs. However, there were no earnings in Foreign exchange during the year. 13. PARTICULARS OF EMPLOYEES: None of the employees of the Company drew remuneration of Rs. 60 Lakhs or above per annum and/or Rs. 5 Lakhs or above per month during the year under review. This information is furnished as per the requirements of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended. 14. APPRECIATION: The Board of Directors would like to place on record their sincere appreciation for the support and assistance extended by the Companys suppliers, bankers, financial institutions, employees, customers, business associates and various departments of the Central and State Governments for their continued support and valuable cooperation. Your Directors also express their gratitude to investors for support and confidence reposed in the Company and Management. For and on behalf of the Board Sd/- Place: Vadodara J. S. Sodhi Date : 14.08.2012 Director ANNEXURE TO THE DIRECTORS REPORT 2011-2012: Particulars required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988. FORM: A Form for disclosure of particulars with respect to conservation of energy. CONSERVATION OF ENERGY: Energy management and waste management awareness are being inculcated in the entire workforce of the company. Power and Fuel consumption in respect of total energy consumption: Particulars for the year ended 31st March, 2012 31st March, 2011 1. Unit(KWH) 13,39,755 9,36,585 Total amounts (Rs. in Lakhs) 94.24 64.65 Rate per Unit 7.03 6.90 2. Oil/LSHS/LDO/HSQ/WOOD Quantity (Lts) (L.D.O) 1,690 3,890 Total Amounts (Rs. in Lakhs) 1.49 2.82 Average Rate (Rs./Lts) 88.14 72.41 Quantity (Kgs) (WOOD) 14,45,897 10,82,338 Total Amounts (Rs. in Lakhs) 55.16 37.84 Average Rate (Rs./Kgs) 3.82 3.50 FORM: B TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT: The Company conducts basic research in its indigenous laboratory for better productivity and quality improvements for its line of products, keeping in mind the need for more commercially viable line of products and process. Constant upgradation initiatives taken by the Company result in better quality products, improved process performance, better cost management. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: 1. Efforts in brief made towards : The Company continues to focus on technology absorption. upgradation of the product and process technologies in order to reduce costs and improve the quality standards. 2. Benefits derived as a result : The Company has benefited by way of of the above efforts, e.g. quality and process improvements and product imrovement, cost better cost management. reduction, product development, import substitution etc. 3. In case of imported technology (import during the last 5 years reckoned from the beginning of the year); following information may be furnished a. Technology imported : Nil b. Year of import : Not Applicable c. Has technology been fully absorbed : Not Applicable FORM: C Total Foreign exchange used and earned: (Rs. in Lakhs) Current Year Previous Year A. Foreign Exchange used: a. Capital Goods (CIF) NIL NIL b. Traveling and Membership Fees NIL NIL c. Import Raw Material CIF Basis NIL 102.42 Traded Goods 5,809.50 NIL B. Foreign Exchange earned: a. Export on FOB basis NIL NIL For and on behalf of the Board. Sd/- Place: Vadodara J.S. Sodhi Date : 14.08.2012 Director MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT, GLOBAL AND DOMESTIC: The global pharmaceutical market is changing rapidly and growing more complex. Annual global spending on medicines is expected to rise from $956 billion in 2011 to nearly $1.2 trillion in 2016as per the IMS Institute for Healthcare Informatics report, According to a study by IMS Healthcare, the global pharmaceutical market has grown at a 7% CAGR over the past six years to reach a size of USD $880 million. Agrowth rate of 5% has been forecasted by IMS Health over the next four years to reach a size of USD $ 1,100mn by 2015E. Generics market has been the key player in this growth story for pharmaceuticals on a global basis. The generics market has grown at a much faster pace of 13.8% CAGR over the period, driven by large-scale patent expiries and global demand for lower-cost drugs. The recent spate of turbulence experienced in the Indian market has resulted in high inflation levels, volatile industrial output and escalated interest rates and have collectively caused a downward revision in the GDP growth rates from 8% to 6.9%. India, being the third largest market in the world pharmaceutical scenario, in terms of volume, it is gaining its position as a global leader clearly topping the charts among the Indian science based industries with significant expertise in the complex field of drug manufacture and technology. Indias pharmaceutical market has registered a strong growth of 16% in 2012. This has been the highest growth in the past three years (Source: Edelweiss Monthly, April 2012). PERFORMANCE AND OPERATIONS OVERVIEW: During the period under review, the operations of the Company witnessed increase in Operational Revenue to Rs. 9278.83 Lakhs from Rs. 7187.54 Lakhs. There has been a sharp decline in Other income amounting to Rs. 487.83 Lakhs in the last financial year to Rs. 162.01 Lakhs in the current financial year. During the year the Company has registered a Loss of Rs. 738.02 Lakhs against a Profit before Tax amounting to Rs. 95.64 Lakhs in the last financial year. RISKS AND CONCERNS: The Pharmaceutical industry works in a dynamic environment. Compared with other industries, the risk and compliance profile span the full pharmaceutical product life cycle. Your Company lays emphasis on risk management and has an enterprise wide approach to risk management, which plays a key role in identifying and managing key operational and strategic risks. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has a widespread system of internal controls with the objective of safeguarding the Companys assets, ensuring that transactions are properly authorized, and provide significant assurance at reasonable cost, of the integrity, objectivity and reliability of financial information. HUMAN RESOURCES/INDUSTRIAL RELATIONS: The Company continues to focus on its core values of knowledge, action and care, which are also reflected in the behavior of the employees. There has been no other material development in the Company, as far Human Resources are concerned. CAVEAT: Shareholders are cautioned that certain data and information external to the company is included in this section. Though these data and information are based on sources believed to be reliable, no representation is made on their accuracy or comprehensiveness. The management of the Company has prepared and is responsible for the financial statements that appear in this report. These financial statements are in conformity with accounting principles generally accepted in India and therefore include amounts based on informed judgments and estimates. The management also accepts responsibility for the preparation of other financial information that is included in this report. The management has based these forward-looking statements on its current expectations and projections about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These factors include, but are not limited to, changes in local and global economic conditions, the Companys ability to successfully implement its strategy, the markets acceptance of and demand for its products, growth and expansion, technological change and exposure to market risks. By their nature, these expectations and projections are only estimates and could be materially different from actual results in the future. The Company undertakes no obligation to publicly update or revise any of the opinions or forward-looking statements expressed in this section, consequent to new information, future events or otherwise.