Venkat Pharma Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2013.

		(Rs. In Lakhs)
FINANCIAL RESULTS	2012-13	2011-12
Profit/(Loss) before Taxes	(4.42)	(3.65)
Provision for Taxes	-	-
Provision for deferred Tax	-	-
Profit/(Loss) after Taxes	(4.42)	(3.65)

REVIEW OF OPERATIONS:

The company not recorded any sales during the year ended 31st March, 2013. The Operations for the period ended 31st March, 2013 resulted for a net loss of Rs.4.42 Lakhs against a net loss of Rs.3.65 lakhs of the previous year.

During the year also no production took place as the factory was locked by commercial tax department under R.R. Act. Management is taking steps to open the unit again.

DIVIDEND:

Due to non operation of the Company your directors do not recommend any dividend for the financial year 2012-13.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

At the ensuing Annual General Meeting of the Company Mr. M. Ranga Rao, Director is liable to retire by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILTY STATEMENT:

In pursuance of the provisions of section 217 (2AA) of the Companies Act, 1956 and based upon observations made, the Directors hereby confirm that:

(i)  In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

(ii)  They have selected such Accounting Policies in consultation with the statutory auditors 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, 2013 and of _f the profit or loss of the company for the year ended on that date;

(iii)  They have 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)  They have prepared the Annual Accounts on a going concern basis.

AUDITORS:

M/s. Mahesh, Virender & Sriram, Chartered Accountants, Hyderabad retires as Auditors of your Company at the conclusion of this Annual General Meeting and are eligible for reappointment. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITORS OBSERVATIONS:

With reference to clause (ix) in the Annexure to the Auditors Report, the matters stated thereat are being carried forward from previous years and are pending with the Sales Tax Appellate Tribunal and Income Tax Appellate Tribunal.

STATUTORY COMPLIANCE CERTIFICATE:

In terms of Section 383A of the Companies Act, 1956 the Company has obtained the required Statutory Compliance Certificate from Practicing Company Secretaries for the financial year 2012-13. A copy of the same is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration in excess of the limits mentioned under Sec.217 (2A) of the Companies Act, 1956 read with the relevant rules made there under during the financial year 201-13.

INDUSTRIAL RELATIONS:

Your Company has had an excellent track record of very cordial industrial relations right from its inception. This year too industrial relations in the Company were excellent.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing Agreement a separate Report on Corporate Governance is enclosed as Annexure-II to this report.

ACKNOWLEDGEMENTS:

Your directors wish to place on record their gratitude for the support received from Bankers, Government Departments, suppliers, clients and look forward for their continued support and co-operation. Your directors also thank the shareholders and investors for their support and the officers and employees for their dedicated services.

For and on behalf of the Board

Sd/-

A. Ramkrishna

Chairman

Place: Hyderabad

Date: 14.08.2013.

ANNEXURE-I

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE IN FLOW AND OUTGO:

CONSERVATION OF ENERGY:

The Company takes utmost care to conserve the available energy resources. Energy efficient lighting system and modernized mechanical devices/systems are being used for optimum usage of power.

FORM-A:

	Current year 2012-13	For the year 2011-12
A. POWER AND FUEL CONSUMPTION
1. Electricity
a) Purchased Unit (Kwh)	Nil	Nil
Total Amount Rs.	Nil	Nil
Rate/Unit Rs.	Nil	Nil
b) Own Generation
i. Through Diesel Generator:	Nil	Nil
Unit (Kwh)	Nil	Nil
Units per Ltr. of Diesel Oil	Nil	Nil
Cost/Unit Rs.	Nil	Nil
ii. Through steam turbine/generator:
Unit (in 000 Kwh)	Nil	Nil
Units per Ltr. of fuel oil/gas	Nil	Nil
Cost/Unit	Nil	Nil
2. Coal (C Grade-for Boiler)
Quantity MTs	Nil	Nil
Total cost (in Rs.)	Nil	Nil
Average rate (per MT.)	Nil	Nil
3. Furnace Oil Quantity
Total amount	Nil	Nil
Average rate
4. Other/internal generation (Fire wood)
Quantity	Nil	Nil
Total cost	Nil	Nil
Rate/Unit (Kgs)	Nil	Nil

CONSUMPTION PER UNIT OF PRODUCTION:

The Company manufactures finished dosages in various forms and pack sizes, it is therefore impractical to apportion the consumption and cost of utilities to each unit.

FORM-B:

Form of disclosure of particulars with respect to Technology Absorption:

RESEARCH & DEVELOPMENT (R& D):
1. Specific areas in which R&D carried out by the Company:	Nil
2. Benefits derived as a result of the R & D	Nil
3. Expenditure on R & D	Nil

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

The present technology being used is indigenous and the introduction of innovative measures has led to reduced cost of production. Quality control measures are being implemented.

Particulars of imported technology (imported during the last 5 years reckoned from the beginning of the financial year): Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

For and on behalf of the Board

Sd/-

A. Ramkrishna

Chairman

Place: Hyderabad

Date: 14.08.2013.

ANNEXURE-III

COMPLIANCE CERTIFICATE FOR THE YEAR 2012-13

(Pursuant to Section 383A of the Companies Act, 1956)

COMPLIANCE CERTIFICATE:

Reg. No. of the Company: 01-010272

Authorized Capital: Rs.15,00,00,000/-

Paid-up Capital: Rs. 4,98,57,000/-

CIN: L24239AP1989PLC010272

To,

The Members,

VENKAT PH ARMA LIMITED.

Registered office:

B-4, President Banjara

Road No.2, Banjara Hills

Hyderabad, Andhra Pradesh-500 034.

India.

I have examined the registers, records, books and papers of VENKAT PHARMA LIMITED. (The Company) as required to be maintained under the Companies Act, 1956, (the Act) and the Rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial Year ended 31^st March, 2013. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure-A to this certificate, as per the provisions of the Act and the rules made there under and all entries therein have been recorded.

2. The Company has filed the forms and returns as stated in Annexure-B to this certificate, with the Registrar of Companies, Andhra Pradesh.

3. The Company being Public Limited Company has the minimum prescribed paid up capital and no comments are required.

4. The Board of Directors duly met 4 (Four) times on 30.05.2012, 14.08.2012, 14.11.2012 and 02.02.2013 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company has closed its Register of Members on 29th September, 2013 to 29th September, 2012 (both the days inclusive). However, the Company has not complied with the relevant provisions of the Act.

6. The Annual General Meeting of the Company for the financial year ended on 31st March, 2012 was held on 29th September, 2012 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

7. No Extra-Ordinary General Meetings were held during the financial year under review.

8. Based on representations, the Company has not advanced any loan to the Company falling within the purview of Section 295 of the Act during the financial year under review.

9. Based on representations, the Company has not entered into any contracts falling within the purview of Section 297 of the Act during the financial year under review.

10. The Company has made necessary entries in the register maintained under Section 301 of the Act.

11. Based on representations, there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government.

12. The Company has not issued any duplicate share certificates during the financial year under review.

13. The Company has:

(i) Duly delivered all certificates on lodgment thereof for transfer.

(ii) Not deposited any amount in a separate Bank account as no dividend was declared during the financial year.

(iii) Not posted any warrants to any member of the Company as no dividend was declared during the financial year.

(iv) No amounts lying with it in unpaid dividend account or any application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years or more.

(v) Complied with requirements of Section 217 of the Act for the financial year under review.

14. The Board of Directors of the Company is duly constituted and Sri Ramkrishna Ainampudi, Director of the Company was liable to retire by rotation, has been re-appointed as Directors in 23rd Annual General Meeting held on 29th September, 2012 and there were no appointments of directors, additional directors, alternate directors and directors to fill casual vacancies during the financial year review.

15. The Company has not appointed Whole-time Director/Managing Director/Manager, during the financial year under review.

16. The Company has not appointed any sole-selling agents during the financial year under review.

17. Based on representations, there was no instances requiring the Company to obtain approval from Regional Director, Central Government, Company Law Board, Registrar and/or such other authorities as may be prescribed under the various provisions of the Act during the financial year under review.

18. The Directors disclosed their interest in other firms/Companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under during the financial year under review.

19. The Company has not issued any shares/securities during the financial year under review.

20. The Company has not bought back any shares during the financial year under review.

21. There was no redemption of Preference Shares/Debentures during the financial year under review as company has not issued any preference shares or debentures.

22. There were no transaction necessitating the Company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits falling within the purview of the section 58A during the financial year under review.

24. The Company has not borrowed any money from banks/financial institutions during the financial year under review.

25. The Company has not given any guarantees or made investments in other bodies corporate falling within the purview of the Section 372A of the Companies Act, 1956 during the financial year under review.

26. The Company has not altered the provisions of the memorandum with respect to situation of the companys registered office from one state to another during the financial year under review.

27. The Company has not altered the provisions of the memorandum with respect to the objects of the company during the financial year under review.

28. The Company has not altered the provisions of the memorandum with respect to name of the Company during the financial year under review.

29. The Company has not altered the provisions of the memorandum with respect to share capital during the year under review.

30. The Company has not altered its Articles of Association during the financial year under review.

31. As per the information given by the Company, there were no prosecutions Initiated against or show cause notices received by the company during the financial year for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company has not constituted a separate provident fund for its employees or class of its employees as contemplated under Section 418 of the Act.

Sd/-

Karra S V S Sastry

Practicing Company Secretary

C.P.No.: 11331

Place: Hyderabad

Date: 14/08/2013.

ANNEXURE-A:

STATUTORY REGISTERS AS MAINTAINED BYTHE COMPANY:

1. Register of Directors U/s.303.

2. Register of Directors Shareholdings U/s.307.

3. Register of Members U/s.150.

4. Minutes of Board Meetings U/s.193.

5. Minutes of Annual and Extra-Ordinary General Meetings U/s.193.

6. Register of contracts, firms and Companies in which Directors are interested U/s.301 (3).

7. Register of Investments.

8. Register of Charges.

ANNEXURE-B:

Forms and Returns as filed by the Company with the Registrar of Companies, Andhra Pradesh during the financial year ending on 31st March, 2013.

Sl. No	Forms/Returns	Section	Purpose	Remarks
1	Form 23AC XBRL Form 23ACAXBRL	220	Annual Results As On 31/03/2012	Filed with Normal fee on 20/12/2012
2	Form 20 B	Section 159	Annual Return 2012	Filed with Normal fee on 24/11/2012
3	Form 66	Section 383A	Compliance Certificate	File with Normal Fee on 29/10/2012
4	Form 23AC XBRL Form 23ACAXBRL	220	Annual Results As On 31/03/2011	Filed with Additional fee on 04/04/2012

Sd/-

Karra S V S Sastry

Practicing Company Secretary

C.P.No.: 11331

Place: Hyderabad

Date: 14/08/2013.