EPIC Enzymes Pharma & Industrial Chemicals Ltd Directors Report

EPIC ENZYMES PHARMACEUTICALS AND INDUSTRIAL CHEMICALS LIMITED ANNUAL REPORT 2011-2012 DIRECTORS REPORT To the Members: Your Directors have pleasure in presenting 28th Annual Report of your company together with the Audited Accounts for the year ended 31st March, 2012. FINANCIAL RESULTS: The financial results of the company for the year under review are summarized below: (Rs. in Lacs) Year Ended Year Ended 31st March, 2012 31st March, 2011 Sales and Other Income 0.94 224.33 Gross Profit/(Loss) before Depreciation and Interest (16.80) (941.43) Less: Depreciation 5.99 5.99 Interest 0.05 455.41 Net Profit before Tax and Extra Ordinary Items (22.8460) (1,402.83) Prior period Adjustment - - Provision for Tax Add/(Less): Deferred Tax - - Current Tax - - Fringe Benefit Tax - - Net Profit/(Loss) after Tax (22.8460) (1,402.83) Net Profit and Loss A/c b/f (3,438.48) (2,035.65) Balance carried forward to Balance Sheet (3,461.32) (3,438.48) OPERATIONS Performance under review was poor as plants at factory at Plot No. 32, VRDIC, Vithoba Industrial Complex, Village Lohop, Post Mazgaon was not operational. Because of defaults in payments to State Bank of India, Overseas Branch against working capital loan accounts were NPA and are in negotiation for OTS. FINANCE During the year 2011-2012 the account with State Bank of India are considered as NPA because of default in making the payment. PERSONNEL & INDUSTRIAL RELATIONS Relations with employees were in general cordial and congenial atmosphere prevailed. DIRECTORS In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mrs. Indresh Bala is liable to retire by rotation and being eligible, offer herself for re-appointment. Your Directors recommend her re-appointment. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 The Directors state that:- (i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered under this Report and of the loss of the Company for the year; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) the directors had prepared the annual accounts on a going concern basis. CORPORATE GOVERNANCE Your company and its Board of Directors have complied with Corporate Governance to the extent set out inthe enclosed report pursuance to Clause 49 of the Listing Agreement. Management Discussion and Analysis forms pat of this report. Auditors Certificate for compliance of the conditions of Corporate Governance is also attached to the report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: a. CONSERVATION OF ENERGY The Companys operations do not involve substantial consumption of power in comparison to cost of production. However, regulatory measures are there to ensure that the consumption of power within the norms. b. TECHNOLOGY ABSORPTION The company has fully absorbed the technical know-how received form Germany. c. FOREIGN EXCHANGE EARNING AND OUTGO. Foreign exchange earnings of the company during the year 2011-12 were Rs.NIL (Previous Year Rs. Nil) while outgoings were Rs. NIL (previous Year Rs.NIL). AUDITORS M/s. Aniket Kulkarni & Associates, Chartered Accountants, Mumbai hold their office until the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting. FIXED DEPOSIT During the financial year under consideration, the Company had not accepted nor renewed any deposit form public within the meaning of Section 58-A of the Companies Act, 1956. PARTICULARS OF EMPLOYEES There is no employee in the company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies [Particulars of Employees} Rule, 1975. ACKNOWLEDGEMENTS Your Directors acknowledge the co-operation received from various Government agencies, Bank, Customers, Suppliers and Employees during the year. By Order of the Board For EPIC ENZYMES, PHARMACEUTICALS AND INDUSTRIAL CHEMICALS LIMITED Place: Mohali, P.K. MAHAJAN Date : 29th June, 2012 Chairman & Managing Director ANNEXURE TO DIRECTORS REPORT CONSERVATION OF ENERGY: The Company is continuously studying to identify various areas wherein energy saving is possible as it accords high priority to energy conservation. Form A: Disclosure of particulars with respect of Conservation of Energy: (1) Power and Fuel Consumption 2011-12 2010-11 (12 Months) (12 Months) i. Electricity Purchased Units (M.KWH) - 0.10 Total Amount (Rs. in Lakhs) - 0.50 Average Rate (Rs./Unit) - 5.00 ii. Oil Diesel: Quantity (K.L) - - Total Amount (Rs. in Lakhs) - - Average Rate (Rs./Ltr.) - - (2) Consumption per Unit of Production Electricity per Unit of Production (KWH/MT) - - Fuel Oil per Unit of Production (Ltr/MT) - - Form B: Disclosure of particulars with respect of Technology Absorption: Research & Development (1) Specific areas in which R &D carried out by the Company: Improvement in the quality and yield of existing products and improvement in the raw material consumption. (2) Benefits derived as a result of above R &D: With the improved quality the products has been very well accepted in the international Market, cost of manufacture has also been reduced. (3) Future Plan of Action: To introduce new products and process improvement to cut down production cost. (4) Technology Absorption, Adaptation and Innovation: i. Efforts made towards technology absorption: The Company, through its R & D efforts, is constantly endeavoring adaptation, absorption and innovation of newer technologies. ii. Benefits derived: Products and process improvement and cost reduction. iii. Information regarding imported technology during the last 5 years: Not applicable. Form C : Disclosure of particulars with respect to Foreign Exchange Earnings and Outgo: (1) Activities relating to exports, initiative taken to increase exports, development of new market: The Company is working towards introducing new products having export potentials. (2) Total Foreign Exchange used and earned: (Rs. in Lacs) 2011-12 2010-11 (12 Months) (12 Months) (A) Foreign Exchange used NIL NIL (B) Foreign Exchange earned NIL NIL MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT: The Company is part of the industry broadly known as agrochemical. The agrochemical industry consists of various products in different segments tike insecticides, fungicides, weedicides, herbicides, rodenticides. The fortunes of agrochemical industries are directly linked to take off from the farmers depending upon crop pattern under cultivation. Another factor, which directly affects production and sale of agrochemicals, is monsoon and distribution of rainfall throughout India. The other relevant factors having bearing on the industry are environmental concern, government agricultural policies, import and export restrictions for agriculture produce. During the last decade, the growth in the agriculture sector has been consistently positive due to favorable monsoon and largely even distribution of rainfall. The government has permitted private investment in the agriculture sector in limited way and has also eased restrictions on the marketing, transportation and exports of surplus food grains. The aforesaid measures will have positive impact on the agrochemicals industry. OPPORTUNITIES AND THREATS: The per capital consumption of agrochemicals in India is very low in comparison the developed countries. There is vast potential for higher consumption of agrochemical and growth in the industry. However a slow and sure revolution is taking place in agriculture sector like use of high yield seeds, improved techniques of harvesting, and larger area under irrigation coverage, research and development on GM and biotechnology agricultural produce. The global demand for agrochemical will be a great opportunity for Indian agrochemical industry to capitalize upon and to capture export market. The Major threat to the agrochemical industry is dumping of chemicals by China. Similarly, the introduction of patented molecules by multinationals will have adverse effects on Indian agrochemical industry. The delay in implementation of labour reforms by the government and non-upgradation of technology by Indian agrochemical industry also posses threat in the coming years. SEGMENT WISE PERFORMANCE: Presently company is dealing in single segment of activity namely agrochemical. OUTLOOK: The long-term outlook for the agrochemical industry is very encouraging as country gears up to maintain its self sufficiency in food grains and increasing cultivation of commercial crops. The current year performance will depends upon the amicable Settlement with State Bank of India. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Considering the size and nature of the business, presently adequate internal controls systems are in place. However, as and when company achieves growths and higher level of operations, company will review the internal control system to match with changed requirement. The company has proper and adequate systems of internal controls to ensure that all assets are safeguarded and protected against unauthorized use or disposition and those transactions are authorized and recorded correctly. THE FINANCIAL AND OPERATIONAL PERFORMANCE: The financial statements are in confirmation with the provisions of the Companies Act, 1956 and applicable accounting standard recommended by the institute of Chartered Accountants of India. The financial statement reflects the genuine desire for the transparency and best judgment for the estimate made on prudent and reasonable bases to correctly reflect the true and fair affairs of the company. The net loss during the year has been Rs.(17.61) Lacs in comparison to Rs.(1402.83) Lacs loss in the previous year. CAUTIONARY STATEMENT: Statement in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include settlement with State Bank of India, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Conducts business and other incidental factors.