To
The Members,
SAAMYA BIOTECH (INDIA) LIMITED.
The Board of Directors take pleasure in presenting their Report along with the Audited
Accounts of the Company for the year ended 31stMarch, 2016.
|
|
(In Rupees) |
| Particulars |
2015-16 |
2014-15 |
| Total Income |
14,51,38,842.00 |
28,79,51,627.00 |
| Expenditure |
14,53,39,950.00 |
28,53,18,453.00 |
| Operating Profit / (Loss) |
(2,01,108.00) |
26,33,173.00 |
| Depreciation |
91,78,101.00 |
99,61,006.00 |
| Provision for Tax |
(49,67,662.00) |
(5,39,937.00) |
| Net Profit / (Loss) |
(44,11,548.00) |
(67,87,895.00) |
DIVIDEND:
To maintain liquidity, your Directors have not recommended any dividend for the
reporting period.
MANAGEMENT DISSCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report for the year under review as stipulated
under SEBI (LODR) Regulations 2015, is presented in a separate section forming part of the
Annual Report.
SUBSIDIARIES:
The company has no subsidiaries:
FIXED DEPOSITS:
Your Company has not accepted any Fixed Deposits during the year within the meaning of
Section 76 of the Companies Act, 2013 and the Rules made there under.
DIRETORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Clause (c) of Subsection (3) of Section 134 of the
Companies Act, 2013, the directors hereby confirm that:
• In preparation of the annual accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures.
• The Directors had 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 at the end of the
financial year and of the profit or loss of the Company for that period.
• The Directors had 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 for preventing and detecting frauds and other
irregularities.
• The Directors had prepared the annual accounts on a going concern basis.
• The Directors had laid down internal financial controls to be followed by the
company and such internal financial controls are adequate and were operating effectively.
• The Directors had devised proper systems to ensure the compliance of all
applicable laws and that such systems were adequate and operating effectively
CORPORATE GOVERNANCE:
Corporate governance, as required under SEBI (LODR) Regulations 2015, a Certificate of
Compliance of Corporate Governance from the company secretary in whole time practice is
annexed and forms part of this Directors Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm s length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company s website:
www.saamyabiotech.com
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management Committee which has
been entrusted with the responsibility to assist the Board in (a) Overseeing and approving
the Company s enterprise wide risk management framework; and (b)
Overseeing that all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate risk management
infrastructure in place capable of addressing those risks. A Group Risk Management Policy
was reviewed and approved by the Committee.
The Company managers, monitors and reports on the principal risks and uncertainties
that can impact its ability to achieve its strategic objectives. The Company s management
systems, organisational structures, processes, standards, code of conduct and behaviours
together form the Risk Management System (RMS) that governs how the Group conducts the
business of the Company and manages associated risks
The Company has introduced several improvements to Integrated Enterprise Risk
Management, Internal Controls Management and Assurance Frameworks and processes to drive a
common integrated view of risks, optimal risk mitigation responses and efficient
management of internal control and assurance activities. This integration is enabled by
all three being fully aligned across Group wide Risk Management, Internal Control and
Internal Audit methodologies and processes
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act
and SEBI (LODR) Regulations 2015.
The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
The Company had engaged consultant for looking at the best practices prevalent in the
industry and advising with respect to evaluation of Board members. On the basis of
recommendations of the consultants and the Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors, a process of
evaluation was followed by the Board for its own performance and that of its Committees
and individual Directors.
The details of programmes for familiarisation of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters are put up
on the website of the Company: www.saamyabioech.com
AUDITORS AND AUDITORS’ REPORT
Statutory Auditors:
M/s. P. Murali & Co, Chartered Accountants, Statutory Auditors of the Company, hold
office till the conclusion of the ensuing Annual General Meeting and are eligible for
reappointment. They have confirmed their eligibility to the effect that their
reappointment, if made, would be within the prescribed limits under the Act and that they
are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
Secretarial Auditor
The Board has appointed Mr. VBSS Prasad, Practising Company Secretary, to conduct
Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the
financial year ended March 31, 2016 is annexed herewith marked as Annexure to this Report.
DISCLOSURES:
Audit Committee
The Audit Committee comprises Independent Directors and Executive Directors of which
majority of them are independent. All the recommendations made by the Audit Committee were
accepted by the Board. For complete information please refer report on Corporate
Governance which forms part of this Annual Report
Meetings of the Board
Seven Meetings of the Board of Directors were held during the year. For further
details, please refer report on Corporate Governance of this Annual Report.
PARTICULRS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
During the year your company did not make any Investments, give Loans and Provide
Guarantee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in
Annexure to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VII to this
Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There are No employees who fall within the provisions of Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014,
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company s operations in future.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the Company
s executives, staff and workers for and on behalf of the Board of Directors.
| Place: Hyderabad |
By Order of the Board |
| Date: 31.08.2016 |
Dr. Y. Manivardhan Reddy |
|
Managing Director & CEO |
ANNEXURES TO DIRECTORS REPORT
ANNEXURE I
Companies which became / ceased to be Company’s Subsidiaries, Joint Ventures or
Associate Companies:
1. Companies which have become subsidiaries during the financial year : NIL
2. Companies which ceased to be subsidiaries during the financial year : NIL
3. Companies Which have become Joint Venture/Associate Companies during the year : NIL
4. Companies Which Ceased to be Joint Venture/Associate Companies during the year : NIL
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