Vinmax 25th Annual Report Final - Bombay Stock Exchange · Durga Prasad Associates, Chartered...

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ANNUAL REPORT th 25 2013-2014 DRUGS AND PHARMACEUTICALS LTD (Formely YENKEY DRUGS AND PHARMACEUTICALS LTD) VENMAX VENMAX

Transcript of Vinmax 25th Annual Report Final - Bombay Stock Exchange · Durga Prasad Associates, Chartered...

Page 1: Vinmax 25th Annual Report Final - Bombay Stock Exchange · Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing

ANNUAL REPORT

th25

2013-2014

DRUGS AND PHARMACEUTICALS LTD(Formely YENKEY DRUGS AND PHARMACEUTICALS LTD)

VENMAX

VENMAX

Page 2: Vinmax 25th Annual Report Final - Bombay Stock Exchange · Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing

VENMAX DRUGS AND PHAMACEUTICALS LIMITED

BOARD OF DIRECTORS

SRI N.V .NARENDER : Chairman and Managing Director

DR.A . RAMAKRISHNAIAH : Director

SRI I. SESHAGIRI RAO : Director

AUDITORS

M/s. DURGA PRASAD ASSOCIATES

401, VIJAYA RAGHAVA CHAMBERS

CHANDA NAGAR, HYDERABAD - 500 050.

REGISTERED OFFICE

VENMAX DRUGS AND PHARMACETICALS LTD.

Shed No.22, Plot No.84, Phase - 1,

IDA Cherlapally, Hyderabad - 500 051.

STOCK EXCHANGE

The Stock Exchange, Mumbai.

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Page 3: Vinmax 25th Annual Report Final - Bombay Stock Exchange · Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing

NOTICE

Notice is hereby given that the 25th Annual General Meeting of the Members of VENMAX DRUGS AND PHARMACUTICALS LIMITED will be held on 29th September 2014 at J.S. Krishnamoorthy Hall, FAPCI Building, A.C. Guards, Red Hills, Hyderabad - A.P. at 11.00 A.M. to transact the following items of business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited balance sheet of the company as at 31st March 2014 and the Profit and Loss Account for the year ended as on that date and the report of Directors’ and Auditors thereon.

2. To appoint a Director in place of Dr.A.Ramakrishnaiah , who retires by rotation and being eligible, offers himself for re-election.

3. To appoint auditors of the company and to consider and if thought fit to pass with or without modification the following resolution as an ordinary Resolution.

“Resolved that M/s. Durga Prasad Associates, Chartered Accountants, the retiring Auditors who have offered their services and who are not disqualified to act as Auditors of the Company under section 224(1B) of the Companies Act, 1956 be and are hereby appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting on such remuneration as shall be fixed by the Board of Directors.”

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By Order of the Board For VENMAX DRUGS & PHARMACEUTICALS LIMITED

N.V. NarenderChairman and Managing Director

Place : HyderabadrdDate: 3 September 2014

NOTES:

1. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of items Nos. 4 as set out in the Notice is annexed hereto.

2. A member entitled to attend and to vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and such a proxy need not be a member of the company. Proxies in order to be effective must be received at the company’s registered office not less than 48 hours before the meeting.

3. The Register of Members and the Share Transfer Books will remain closed from 27th September,2014 to 29th September, 2014 (both days inclusive).

4. Members/proxies are requested to fill in the enclosed attendance slip and deposit the same at the entrance of the meeting gate.

5. Members are requested to intimate any change of address to the Company / Share Transfer Agents.

6. Pursuant to the requirements of the Listing Agreement of Stock Exchanges on corporate governance, the information about the Directors proposed to be appointed/ re-appointed is given in the annexure to the Notice.

7. All the documents referred to in this Notice and Explanatory Statement are open for inspection at the Registered Office of the Company during office hours on all working days up to date of Annual General Meeting and shall also be available at the Meeting.

8. Individual shareholders can take the facility of nomination, for further details in this regard shareholders may contact the Registrars / Company.

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DIRECTORS’ REPORT Dear Members, Your Directors have pleasure in presenting the 25th ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

2013-2014` In lakhs

2012-2013 ` In lakhs

Gross Income 61.62 507.52Total Expenditure 104.14 568.74Profit/Loss before Depreciation, Int & Taxation (42.52) (61.22)Interest 1.38 17.09Depreciation 1.16 24.78Extraordinary items (132.23) -Provision for Tax -- -Net Profit/(loss) before tax (177.30) (103.09)Deferred tax (52.45) 90.84 Net Profit / (Loss) (229.76) (12.25)Paid up Equity Share Capital 523.89 523.89

REVIEW OF OPERATIONS: The company recorded a turnover of Rs. 61.62 lakhs and net loss of Rs. 229.76 lakhs as against turnover of Rs. 507.52 lakhs and net loss of Rs. 12.25 lakhs for the corresponding previous year. The company is trying to achieve more turnovers in spite of lack of working capital facilities.

SALE OF LAND, BUILDINGS & MACHINERY:As you are all aware of the Postal Ballot conducted during February 2013 where inapproval was accorded by the shareholders of the company for the sale / disposal of assets of the company in order to settle the loan liabilities due to the Bank and other statutory dues, your company has during July 2013 disposed off the assets and settled the dues of Bank, arrears of dues with Sales tax and other statutory dues.

Since the plant & equipment are very old and could not be upgraded, the production was getting hampered frequently. Further to this, power cuts and shortage are added burden on the production cycle. With the result, Working capital account became NPA. Under these circumstances, the company took the approval from Shareholders through postal ballot and sold the assets, cleared the liabilities to the bank and other statutory bodies.

However the company is planning to manufacture fine chemicals in leased premises and also trade the Bulk drugs, intermediates and cosmetics to improve workings of the company.

DIVIDEND: The company was de-registered from BIFR. Directors express their inability to recommend any dividend for the said financial year. Directors regret the same, but are hopeful that the performance of the Company would improve in the years to come.

FIXED DEPOSITS: The Company has neither accepted not 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.

The Company has not invited / accepted any fixed deposits during the year under review.

DIRECTORS:

Dr.A.Ramakrishnaiah, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIRECTORS ‘RESPONSIBILITY STATEMENT: The Directors of your Company hereby report: (i) that in preparation of Annual Account for the financial year ended 31st March, 2014, the applicable

accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the 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 at the end of the financial year ended 31st March, 2014 and of the profit and loss of the company for that period:

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

PARTICULARS

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(iii) that the directors 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 a fraud and other irregularities :

(iv) that the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have submitted a Certificate pursuant to the provisions of section 224(1B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

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, is set out in Form - ‘A’ and Form - ‘B’ which is enclosed as Annexure - a to this report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum during the financial year.

MANAGEMENT DISCUSSION & ANANLYSIS :

The Competition in the Pharmaceuticals industry is very high from both the organized and unorganized sectors.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch, your company unable to meet the demand.

Your company is gearing up to meet the challenges of Bulk Drug Industry. The Company is facing working Capital crunch, which may be overcome by equity participation by the Investors .

EXPLANATIONS TO AUDITORS’S QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors’ Report.

Necessary steps were taken to implement the auditor’s qualifications. The balance confirmations of the debtors, creditors, loans and advances are under process.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement, a separate Report on corporate Governance is enclosed as Annexure - B to this report.

LISTING FEE:

Your Company‘s shares are listed on the Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock Exchange for the period 2013-14. The ISIN no. of the Company is INE 154 G 01014.

REPLIES TO AUDITORS QUALIFICATIONS :

The Company remitted Rs. 8 Laks to ESI Department to wards Disputed liability from the proceeded of sale However the department has refused to accept the amount stating that the matter of subjudiciary in nature. The other undisputed amount are being paid

ACKNOWLEDGMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Company’s Customers, Bankers, shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company.

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Place : HyderabadrdDate: 3 September 2014

For and on behalf of Board of Directors

N. V. NARENDERChairman and Managing Director

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1 Electricity

a. Purchased units 99,513

Total amount Rs.4,63,734

Rate per unit NIL Rs. 4.66

b. Own Generations

i. Through Diesel generator

Units 266.24lts

Total amount Rs. 13,312

Cost per unit Rs. 50.00

ii. Through steam turbine/ generator NIL

2 Coal NIL

Quantity 16.5MT

Total cost Rs. 10,2300/-

3 Furnace Oil NIL NIL

Quantity

Total cost

Average rate

4 Other Internal Generation NIL NIL

Quantity

Total cost

Average rate

Particulars

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

ANNEXURE - A

FORM - “A”

ANNEXURE TO THE DIRECTORS REPORT

In formation 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, and forming part of the Directors Report.

A. Conservation of Energy

a) Energy conservation measures taken: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c) Impact of the clause (1) and (2) above for reduction of energy consumption and consequent impact on the production of goods: N.A.

FORM A

2013-14 2012-13

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B. Technology absorption

FORM B

(Disclosure of Particulars with respect to technology absorption to the extent applicable)

1 Research and Development (R & D)

a Specific areas in which R & D carried out by the company : NIL

b Benefits derived as a result of the above R & D : NIL

c Future plan of action : Explorer the market in USA & Europe

d Expenditure on R & D

i. Capital : NIL

ii. Recurring : NIL

iii. Total : NIL

iv. Total expenditure on R & D : NIL

as a % of total turnover : NIL

2 Technology Absorption, adaptation and innovationa Efforts, in brief, made towards technologyabsorption, adoption and innovation : NIL

b Benefits derived as a result of the above efforts, eg. Product improvement, cost reduction, product development, import substitution etc.,: : NIL

c Imported technology : NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Earnings : Nil

B. Out go : Nil

Place : HyderabadrdDate: 3 September 2014

For and on behalf of Board of Directors

N. V. NARENDERChairman and Managing Director

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No.of Committees Acting As

N.V. Narender 5 Promote Director Yes - - - Dr. A. Ramakrishnaiah 5 Non Executive Independent

Director No - 1 1

I Seshagiri Rao 4 Non ExecutiveIndependent

Director No - 1 1

Name of the Directors

Board MeetingsAttended

during the year

Cate-goryWhether Attended Last AGM

No. of Other

Director Ships

Chairman Member

ANNEXURE - B

REPORT ON CORPORATE GOVERNANCE

(Pursuant to Clause 49 of the Listing Agreement)

Pursuant to the Schedule of implementation of the clause 49 of the Listing Agreement & the Code on Corporate Governance is applicable to your Company. Accordingly, the Company presents its six reports on Corporate Governance.

1. COMPANY’S PHILOSOPHY ON THE CODE OF GOVERNANCE

The directors of the company are of the firm belief that the company can reach to the peak of success only by following good managing principles and by implementing them in a systematic manner besides complying with all the statutory requirements as required under various laws, statutes, regulations, by-laws etc., which are applicable to the company from tome to time. Further, it envisages that the code of Corporate Governance is a policy frame work wherein the interests of the shareholders, employees and other constituents are well protected.

2. BOARD OF DIRECTORS

A. Composition

As on 31st March, 2014, the Board of directors consists of three directors comprising of one promoter Executive Director, and two non executive Independent directors.

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

Information on directors seeking election / re-election at the ensuing Annual General

Meeting:

Dr.Ramakrishnaiah is proposed to be appointed as Director liable for retirement by rotation.

B. Date of Board Meetings

Board of Directors met five times during the financial year 2013-14 on the following dates

17.04.2013; 29.05.2013; 27.07.2013; 06.11.2013; 10. 02.2014.

3. AUDIT COMMITTEE

The Audit Committee was duly constituted and comprising of the following.

Dr. A.Ramakrishnaiah : Chairman

Sri I Seshagiri Rao : Member

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The Audit Committee has the following powers: a). To investigate any activity within its terms and reference b). To seek any information from any employee. c). To obtain outside legal and professional advice. d). To secure attendance of outsiders with relevant expertise, if necessary.

During the year the Audit Committee met five times on the following dates. 17.04.2013; 29.05.2013; 27.07.2013; 06.11.2013; 10. 02.2014.

4. REMUNERATION COMMITTEE As constitution of Remuneration Committee is not mandatory under Listing Agreement as on date your Company does not have a Remuneration Committee. However, the Board of Directors when required would constitute the same.

Details of remuneration to all the directors for the year

N.V.Narender -- Rs.3,60,000/- Rs.3,60,000/-

Name of the Director Sitting fees Salary & Perks Total

Name & Designation of the Compliance Officer:

Name : N.V. Narender

Designation : Managing director

Complaints received 2, and addressed 2, during the financial year 2013-14.

5.SHAREHOLDERS GRIEVANCE COMMITTEE

Shareholders Grievance Committee was duly constituted to specifically look into and redress the investors, grievances received by the Company. The Committee looks after the services of the Registrars and share transfer agents and recommends measures for providing efficient services to investors.

The Committee comprises of the following non-executive independent directors:

Sri I Seshagiri Rao - Chairman

Dr A Ramakrishnaiah - Member

6. GENERAL BODY MEETINGS

Annual General Meeting of the Company for the past 3 years has been held at the following venues at the time specified against them.

2012-13 24 JS Krishnamurthy Hall, Saturday 3.00 PM FAPCCI, Hyderabad 12 September 2013

2011-12 23 JS Krishnamurthy Hall, Saturday 3.00 PM FAPCCI, Hyderabad 29 September 2012

2010-2011 22 Community hall,Srinivasanagar (west) Friday

Residents welfare association, 30 December 2011 3.00 P.M.Hyderabad

Year AGM Venue Day & Date Time

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7. DISCLOSURES There are no materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of company at large. Details on non-compliance by the company, penalties and strictures imposed on the company by stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. : NIL

8. MEANS OF COMMUNICATION: a. Quarterly Financial Results are furnished to Mumbai Stock Exchange as per clause 41 of the Listing Agreement. b. Management Discussion and Analysis forms part of the Directors’ Report.

9. GENERAL SHAREHOLDER INFORMATION: Annual General Meeting : Day, Date and time : Thursday , September, 29th 2014 at 11.00 A.M.Venue : J.S. Krishnamoorthy Hall, FAPCI Buliding,

A.C. Guards Red Hills, Hyderabad

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

First quarter un-audited (Provisional) financial results 27th July 2013

Second quarter un-audited (Provisional) financial results 6th November 2013

Third quarter un-audited (Provisional) financial results 10th February 2014

Fourth quarter un-audited (Provisional) financial results 12th May 2014

Event Dates

Financial Calendar

Book Closure Dates : 27th September,2014 to 29th September, 2014

(both days inclusive)

Listing on Stock Exchanges : The shares of the company are listed on

The Stock Exchange, Mumbai.

Stock Code : 531015

Market Price Data

Monthly high and low share quotations on the Stock Exchange, Mumbai each month for the

financial year 2013-14

Month Highest (in Rs.) Lowest (in Rs.)

Apr-13 11.00 8.02

May-13 13.10 11.41

Jul-13 12.45 12.45

Aug-13 12.45 11.24

Sep-13 10.68 10.68

Oct-13 11.20 10.15

Dec-13 14.10 11.12

Jan-14 16.00 13.05

Feb-14 12.40 12.40

Mar-14 11.79 6.74

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Registrar and Share : CIL Securities LimitedTransfer Agents 214, Raghav Ratna Towers(Common Registry) Chirag-ali-lane Abids, Hyderabad-500 001

Phone : 040 -23203155/23202465 Fax : 040 - 23203028 Share Transfer System: The Physical transfer of shares were hitherto carried out by the Company as it had in-house facility but SEBI vide Circular no: D&CC/FITTC/CIR-15/2002 dated 27th December,2002 directed to appoint common agency to carry out work relating to share registry of both physical and electronic. In compliance with the above said circular your Company has appointed M/s CIL Securities Limited, Hyderabad, as the Common Registrars. The company has already entered into an agreement with CDSL, for dematerialization of shares, which enables the shareholders to hold and transfer shares in electronic form. Share Holding Pattern: Shareholding pattern as on 31st March, 2014

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

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Sl. No. Category No. of Shares held % of share holding

PromotersFinancial InstitutionsBodies CorporateIndividualsNRI’s

12127507650

7009203046710

270900

23.15%00.15%13.38%57.99%05.17%

TOTAL 5238930 100.00%

Details of entities / persons holding more than 1% of Share Capital of the Company

Sl. No. Category No. of Shares held % of share holding

17.517.646.993.823.822.292.271.911.911.911.531.15

123456789101112

917430400000366061200350200000120000119000100000100000100000

8010060000

NV NarenderNitesh Vijay VargiyaShare India Securities LimitedRajesh Vijay VargiyaJ MuralidharanRoshan Fatehchand SethiaMusty PrabhakarR Jagadish KumarDurga Dairy LimitedAsset Reconstruction India LimitedNuka Achuta BaiUmapathi Vavilala

Dematerialization of shares and liquidity: Since the Company has already entered into an agreement with CDSL for dematerialisation of its shares, the shareholders are free to dematerialize their shares and hold them in dematerialized from.

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Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely

impact on equity - Nil

Plant locationsAddress for correspondence CIL Securities Ltd.

214, R.R. Towers, Chirag-ali-lane, Abids, Hyd - 500 001.

Phone: 040 -23203155/23202465, Fax: 040 - 23203028

Place : HyderabadrdDate: 3 September 2014

For and on behalf of Board of Directors

N. V. NARENDERChairman and Managing Director

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AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members ofVenmax Drugs & Pharmaceuticals Limited

We have examined the compliance of conditions of corporate governance of M/s. Venmax Drugs & Pharmaceuticals Limited for the year ended on 31st March 2014, as stipulated in clause 49 of the Listing agreement of the company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementation thereof, adopted by the company for ensuring compliance with the conditions of corporate governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, and based on the representations made by the directors and the management, we certify that the company has complied with the conditions of corporate governance as stipulated in the above mentioned listing agreement.

We state that no investor grievances are pending for a period exceeding on month against the company as per records maintained by the shareholders / investors grievances committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

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Place : HyderabadrdDate: 3 September 2014

For DURGAPRASAD ASSOCIATES Chartered Accountants

Firms Registration No. 0553615

(JSR Durgaprasad)Partner

Mmember ship No.:25729

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

This discussion aims to share the Management’s perspective and views on various Developments That could impact the Company, which includes changes in the business environment, opportunities and challenges facing the Company. This discussion should be read in conjunction with the letter to Directors report, Financial Statements and Notes to Financial Statements Included elsewhere in this Annual Report.

INDUSTRY STRUCTURE AND DEVELOPMENT

The company Board has become very strong with the participation of experienced directors. The hierarchy from top to bottom is well geared up to meet the eventualities and to bring to the success.

STRENGTHS:

The new products developed by your company is a plus factor, which augument growth in sales volume. The management is heaving excellent exposure to market the products.

OPPORTUNITIES AND THREATS:

The Pharma Industry is growing and in the next 10 years will be inviting new molecules to cure the various dixeases. The Global market is looking for health care. The threats of china are no more since the subsidy in their country were withdrawn.

RISK MANAGEMENT

The company ensures sensitivity to detect risk, flexibility to respond risk and ensuring capability of resources to mitigate risk. The risk is assessed in Strategic planning and Business Review & Planning . The Company is in manufacturing Bulk Drugs intermediates. The Company continues to comply with the strictest of the environmental norms and regulations The Company operates under a comprehensive environmental, health & Safety Compliance program

OUT LOOK

The company is planning to produce the products in leased premises for Oncology and speciality chemicals to cater the needs of EU and US market.

FINANCIAL PERFORMANCE & OPERATIONAL PERFORMANCE :

A.FINANCIAL CONDITIONS

Capital Structures: the Equity Share Capital of the Company is Rs.5,23,89,300 which consist of 52,38,930 Shares of Rs.10/-each fully paid .

Reserves & Surplus: The Reserves and surplus of the company currently stands at (Rs.482.23) lakhs as compared to (Rs.252.46) lakhs in the previous year.

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B. Operational Result:

Turnover: During The year the 2013-14 the turnover of the company was Rs.61.62 Lakhs as compared to Rs.507.52 lakhs in the previous year.

Expenditure: During the year the company incurred expenses amounting to Rs.104.4 lakhs compared to Rs.568.74 lakhs in the previous year.

Depreciation: The company has provided a sum of Rs.1.16 lakhs towards depreciation for the year against Rs. 24.78 lakhs in the previous year. The company has disposed off its factory premises along with plant & machinery and settled the dues with bank and other statutory liabilities. Hence, the depreciation on the assets other than factory premises worked out to Rs. 1.16 lakhs.

Interest: Since the short term liabilities i.e,. working capital loan with Union Bank of India was settled, the interest component is reduced to Rs. 1.37 lakhs against the previous year’s interest of Rs. 17.08 lakhs.

Extra ordinary items: The company has disposed off its assets located at factory premises, i.e, land, building and plant & Machinery for a price of Rs. 355.00 lakhs and settled its working capital loan with UBI, and other statutory liabilities. The company has written off the long term receivables of Rs. 278.23 lakhs and other current assets of Rs. 68.10 lakhs as they are of obsolete in nature.

Provision for Taxation: The company has not provided for income tax because of carry forward losses.

Net Profit: The net profit of the company before tax is (Rs.177.30 lakhs) against (Rs.103.09 lakhs) in the previous year.

Earning Per share: The Earning Per share of the Company as on 31st March,2014 is Rs.(4.39) as against Rs.(0.23) per share in the previous year.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The company has recognized the value of people as most valuable asset and believe that employees are central to its sustainable Success. The company is developing quality manpower. Your management has met with considerable success in creating a work place environment that natures innovation and encourages people to constantly learn and grow.

Industrial relation during the year continues to be cordial and the Company is committed to maintain good industrial relation through negotiations, meetings etc.

Cautionary Statement: Statements in Management discussion and analysis describing Company’s Objectives , projections, estimates and expectations are based on the present market scenario. Actual results might differ substantially or materially from those expressed or implied due to variety of factors known /unknown.

Members may therefore appreciate the context in which these statements are made before making use of the same.

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INDEPENDENT AUDITOR’S REPORT

To the Members of

M/s Venmax Drugs & Pharmaceuticals Limited

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Venmax Drugs & Pharmaceuticals Limited which comprise the Balance sheet as at 31st March, 2014, the statement of Profit and loss and the Cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies,2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of according policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

Subject to note No: 25 Item no – 9 Non receipt of confirmation of balances from parties and

Non provision of liability in respect of employee retirement benefits which could not be quantified in the absence of information.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31.03.2014;

(ii) in the case of the statement of profit and loss, of the loss for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (the Order), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required under provisions of section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash flow statement comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 read with the GeneralCircular 15/2013 dated 13th September of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act

e. On the basis of written representations received from the Directors as on 31.03.2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2014 from being appointed as director in terms of section 274(1)(g) of the Companies Act, 1956.

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

15

Place : HyderabadrdDate: 3 September 2014

For Durgaprasad AssociatesChartered Accountants

(Firm’s Registration No.005361S)

Sd./-(J.S.R.Durga Prasad)

PartnerM.No.025729

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thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

16

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 3 of our report of even date:

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification.

(c ) The Company has disposed off substantial part of its fixed assets during the year vide note no25 item no1 to the financial statements and this will affect the manufacturing capabilities of the company as a going concern.

ii. (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. (a) The Company has not granted any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b)The Company has taken loans, unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and the terms of such loans are not prejudicial to the interests of the company.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and also with regard to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

v. (a) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

vi. According to the information and explanations given to us the Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956.

vii. In our opinion, the Internal Audit functions carried out during the year have been commensurate with its size of the Company and the nature of its business.

viii. According to the information and explanations given to us the Company is not required to maintain cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

ix. (a) According to the information & explanations given to us and the records of the Company examined by us, in our opinion the Company is not regular in depositing the undisputed statutory dues including Provident Fund, Employees’ State Insurance, Sales Tax, Customs Duty, Excise Duty, Cess, Investor Education and Protection Fund and other material statutory dues with the appropriate authorities.

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thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

(b) According to the information & explanations given to us there are undisputed statutory amounts payable as at 31st march 2014 to the extent of Rs5,11,350/- payable towards ESI, PF and VAT and disputed statutory amounts payable to ESI of Rs. 8,00,000/- and payable to PF of Rs. 8,16,000/-, for a period of more than six months from the date they became payable.

x. The Company has incurred cash loss of Rs.43,90,335/ during the financial year under audit before extra ordinary items and the accumulated losses as at the end of the financial year under audit are Rs. 5,64,54,147/- and the loss incurred was Rs. 12,25,176/- in the immediately preceding financial year.

xi. According to the information and explanations given to us and the records of the Company examined by us, we are of the opinion that the Company has not defaulted in repayment of dues to banks and financial institutions.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to a chit fund or a nidhi/ mutual benefit fund/ societies are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us the Company is not dealing or trading in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks or Financial Institutions.

xvi. According to the information and explanations given to us, in our opinion term loans availed by the Company were, prima facie, applied for the purpose for which they were raised.

xvii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on a short term basis have prima facie not been used during the year for long term investment, and vice versa.

xviii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any Debentures & hence the creation of securities in respect of the same does not arise.

xx. The Company has not raised any money by public issues during the year.

xxi. In our opinion and according to the information and explanations given to us, considering the size and nature of the Company’s operations, no fraud of material significance on or by the Company has been noticed or reported during the course of the audit.

Place : HyderabadrdDate: 3 September 2014

For Durgaprasad AssociatesChartered Accountants

(Firm’s Registration No.005361S)

Sd./-(J.S.R.Durga Prasad)

PartnerM.No.025729

17

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Balance Sheet as at 31st March 2014

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

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PARTICULARS

31 March 201331 March 2014Note No.

The Notes referred to above form an integral part of Balance Sheet

As per our report of even date.

for and on behalf of the Board

Place : HyderabadrdDate: 3 September 2014

Durga Prasad AssociatesChartered Accountants

J.S.R DURGA PRASAD(PARTNER)

N.V.NARENDERChairman & Managing Director

Dr.A.RAMAKRISHNAIHDirector

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 1 5,23,89,300 5,23,89,300

(b) Reserves and surplus 2 (4,82,22,773) (2,52,46,957)

2 Share application money pending allotment

(c) Money received against share warrants - -

3 Non-current liabilities

(a) Long-term borrowings 3 1,40,27,349 2,39,58,330

4 Current liabilities

(a) Short-term borrowings 4 - 1,27,29,265

(b) Trade payables 5 17,05,354 40,79,095

(c) Other current liabilities 6 27,016 78,03,745

(d) Short-term provisions 7 6,84,682 8,92,395

TOTAL 2,06,10,928 7,66,05,172

II.ASSETS

Non-current assets

1 (a) Fixed assets

(i) Tangible assets 8 15,143 1,44,25,414

(b) Non-current investments 9 58,460 58,460

(c) Deferred tax assets (net 10 80,87,457 1,33,32,927

(d) Other Non-Current assets 11 1,00,51,156 4,12,63,425

2 Current assets

(b) Inventories 12 - 68,10,377

(c) Trade receivables 13 21,19,448 4,52,024

(d) Cash and cash equivalents 14 34,083 17,365

(e) Other current assets 15 2,45,180 2,45,180

TOTAL 2,06,10,928 7,66,05,172

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PARTICULARS

31 March 201331 March 2014Note No.

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014

I. Revenue from operationsSales Turnover 61,62,050 5,07,52,150 Less: Excise & Sales Tax 2,93,431 78,31,800

Net Sales 16 58,68,619 4,29,20,350 II. Other income - -

III. Total Revenue (I + II ) 5,86,8619 4,29,20,350

VI. Expenses:Cost of Raw Materials consumed 17 53,33,324 4,15,13,286 (Increase)/decrease in Stock 18 - 12,68,053 Employee benefits expense 19 27,95,542 7,99,651 Finance costs 20 1,37,590 17,08,959 Depreciation 8 1,16,198 24,78,010 Other Expenses 21 19,92,498 54,61,628

Total expenses 1,03,75,153 5,32,29,587

V. Profit before exceptional and extraordinary items and tax (III-IV) (4,5,06,533) (1,03,09,237)

VI. Profit before extraordinary items and tax (V - VI) (45,06,533) (1,03,09,237)

VII. Extraordinary Items (1,32,23,813)

VIII. Profit before tax (VI- VII) (1,77,30,346) (1,03,09,237)IX. Tax expense:

(1) Current tax - (2) Deferred Tax Income/(Exp) (52,45,470) 9,084,061

X. Profit (Loss) for the period from continuing operations (VII-VIII) (2,29,75,816) (12,25,176)

XI. Profit (Loss) for the period (2,29,75,816) (12,25,176)XII. Profit /(Loss) B/f from Previous Year (3,34,78,331) (3,22,53,155)

XIII. Profit / (Loss) Carried to Balance Sheet (5,64,54,147) (3,34,78,331)XIV. Earnings per equity share:

(1) Basic (4.39) (0.23)(2) Diluted - -

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

The Notes referred to above form an integral part of Balance SheetAs per our report of even date

19

for and on behalf of the BoardDurga Prasad AssociatesChartered Accountants

Place : HyderabadrdDate: 3 September 2014

J.S.R DURGA PRASAD(PARTNER)

N.V.NARENDERChairman & Managing Director

Dr.A.RAMAKRISHNAIHDirector

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thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

NOTES TO BALANCE SHEETNOTES 1: SHARE HOLDER FUNDS

NAME OF SHAREHOLDERAs at 31.03.2014 As at 31.03.2013

20

Authorised

8000000 Equity Shares of Rs 10/- Each 8,00,00,000 8,00,00,000

Issued, Subscribed and Paid Up Capital

5238930 Equity Shares of Rs 10/- Each 5,23,89,300 5,23,89,300

Total 5,23,89,300 5,23,89,300

PARTICULARS As at 31.03.2014 As at 31.03.2013

PARTICULARS As at 31.03.2014 As at 31.03.2013

1 NV Narender 917,430 17.51% 917,430 17.51%2 Nitesh Vijay Vargiya 400,000 7.64% 400,000 7.64%3 Share India securities 366,061 6.99% 370,662 7.08%

Total 16,83,491 32.13% 16,88,092 32.22%

NOTES IB : Details of Share Holders holding more than 5% Shares

No. of Shares held No. of Shares held% of Holding % of Holding

a. State investmeny SubsidyOpening Balance 9,28,174 9,28,174 (+) Current Year Transfer - - (-) Written Back in Current Year - -

Closing Balance Total(a) 9,28,174 9,28,174 b. Securities Premium AccountOpening Balance 73,03,200 51,25,000 Add:During the year 21,78,200

Closing Balance Total(b) 73,03,200 73,03,200

C. Revlaluation reserveOpening balance - - Less:Written Off During The Year - - Closing Balance Total(c) - -

82,31,374 8,231,374

D. Profit & Loss a/c (Debit) Total(d) (5,64,54,147) (3,34,78,331)

Total (4,82,22,773) (2,52,46,957)

NOTES 3 : LONG TERM BORROWINGS

Long Term Loans - Unsecured

(a) loan from directors 6,49,600 25,46,926

(b) Loans from Shareholders 1,02,22,114 1,02,22,114

(c) Other loans and advances (specify nature)

Inter corporate Deposits 486,955

Other Un secured Loans 31,55,635 10,702,335

Total 1,40,27,349 2,39,58,330

NOTES 2 : RESERVES & SURPLUS

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PARTICULARS

Working Capital loans

From Banks

(i) Unoin bank of India working Capital - 1,27,29,265

(Secured By hypothication of stocks of raw

material,packing material,work-in-progress and

finished goods and also Consumables stores

and lien on all receivables and personal guarantee

of promoter ,Directors and First charges of

fixed assets)

Total - 1,27,29,265

NOTES 5 : TRADE PAYABLE

a. Sundry Creditors - Raw Materials - 11,89,229

b. Sundry Creditors - Capital Goods - -

c. Sundry Creditors - Expenses 651,479 7,69,847

e. Sundry Creditors - Others 10,53,875 21,20,018

Total 17,05,354 40,79,095

NOTES 6 : OTHER CURRENT LIABILITIES

(a) Advances received from Customers - -

(b) Statutory Liabilities

Defferred Sales Tax Liability (Current) - 51,73,750

- -

TDS payables - 3,22,012

Customs Duty Payable - -

Service Tax Payable - 14,523

Professional tax payable - 1,49,454

PF payable - 11,42,348

ESI Payable - 4,60,564

VAT Payable 27,016 5,41,094

Total 27,016 78,03,745

NOTES 7 : SHORT TERM PROVISIONS

(a) Provision for employee benefits

Salary (including directors Remuneration) - 3,67,067

FBT Payable - 36,325

(b) Others (Specify nature)

Arrear's of electriciy charges 6,84,682 4,06,034

Provision towards Bank Refund Order. - 18,245

conveyance payable - 4,350

security charges - 45,874

Office rent Payable - 14,500

Total 6,84,682 8,92,395

NOTE 4: SHORT-TERM BORROWINGS

As at 31.03.2014

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

21

As at 31.03.2013

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thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

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PARTICULARS

NOTES 9 : NON-CURRENT INVESTMENTS(A)Investment in equity shares Non Quoted, Long Term Investment Equity shares in PETL(5,846 Equity shares of Rs.10/- Each) 58,460 58,460

Total 58,460 58,460

Note 10 : DEFERRED TAX ASSET/LOSSDeferred Tax Asset 80,87,457 1,33,32,927

Total 80,87,457 1,33,32,927

NOTES 11 : OTHER NON-CURRENT ASSETS(a)Long Term Trade Receivables 3,29,13,935 3,24,61,911 Less: Written off during the current year 2,78,22,987 -

50,90,948 3,24,61,911 (b)Unamortised expenses( Misc Exp)(c) TDS receivable 3,74,570 3,74,570 (d) Advances for Supply of Goods and Services 36,18,281 46,60,484 (e)Security Deposits - Bank Guarantee (PCB) - 4,00,000 (f) Advances for Expenses 3,50,619 21,39,070 (g)Deposits 6,16,738 12,27,390

Total 1,00,51,156 4,12,63,425

NOTES 12 : INVENTORIESa. Work-in-progress 34,17,727 34,17,727 b. Finished goods 19,98,150 19,98,150 c. Stores and spares 7,90,179 7,90,179 d. Others 6,04,321 6,04,321

68,10,377 68,10,377

Less: Written off during the current year 68,10,377 -

Total - 68,10,377 NOTES 13 : TRADE RECEIVABLESTrade receivables outstanding for a period LESS THAN SIX MONTHS from the date they are due for paymentSecured, considered goodUnsecured, considered good 21,19,448 4,21,350 Unsecured, considered doubtfulTrade receivables outstanding for a period MORE THAN SIX MONTHS from the date they are due for payment - 30,674 Less: Provision for doubtful debts

Total 21,19,448 4,52,024

NOTES 14 : CASH & CASH EQUIVALENTSa. Balances with banks* 8,834 7,625 c. Cash on hand* 25,249 9,739

Total 34,083 17,365 NOTES 15 : OTHER CURRENT ASSETS

(a) Un Availed CEN VAT Credit - (b) TCS on purchases 20,032 20,032 (d) Other Advances 2,25,148 2,25,148

Total 2,45,180 2,45,180

As at 31.03.2014 As at 31.03.2013

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

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PARTICULARS As at 31.03.2014 As at 31.03.2013

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

NOTES TO PROFIT & LOSS STATEMENT 2

24

NOTES 16 : REVENUE FROM OPERATIONS

Sale of material 61,62,050 5,07,52,150

Job Work - -

61,62,050 5,07,52,150

Less: Sales Returns - -

Total 61,62,050 5,07,52,150

Less: Excise & Sales Tax

1 Central Excise - 54,32,410

2 Value Added Tax 2,93,431 23,99,390

2,93,431 78,31,800

Net Sales 58,68,619 4,29,20,350

NOTES 17 : COST OF RAW MATERIALS CONSUMED

Opening Stock of Raw Materials 6,04,321 43,250

Add: Purchases 53,33,324 4,20,74,358

Add: Opening work -in-Progress 34,17,727 34,17,727

93,55,372 4,55,35,335

Less: Closing Stock 6,04,321 6,04,321

Less: closing work-in-Progress 34,17,727 34,17,727

Raw Materials Consumed 53,33,324 4,15,13,286

NOTES 18 : INCREASE / DECREASE IN STOCK

1 OPENING BALANCE

Finished Goods 19,98,150 32,66,203

Add:Purchases & transfer From work-in-Progress - -

19,98,150 32,66,203

2 CLOSING BALANCE

Finished Goods 19,98,150 19,98,150

sub total 19,98,150 19,98,150

3 INCREASE/(Decrease) IN STOCK - 12,68,053

NOTES 19 : EMPLOYEE BENEFITS - EXPENSES

(a) Salaries and Wages (Including Directors remuneration) 10,79,922 7,27,538

(b) Contributions to Provident Fund 8,92,534 40,164

(d) Welfare expenses 36,685 685

(e) Contribution to ESI 7,86,401 12,864

(f)conveyance - 18,400

Total 27,95,542 7,99,651

NOTES 20 : FINANCE COSTS

Bank charges 12,590 7,331

Other interest 1,25,000 -

Interest on working capital - 17,01,628

Total 1,37,590 17,08,959

NOTES 21 : OTHER EXPENSES

Stores & Consumables 21a - -

Manufacturing Expenses 21b 2,78,648 2,713,000

Administrative, Selling & Distribution Over Heads 21c 16,52,052 2,686,829

Audit Fee 21d 61,798 61,798

Total 19,92,498 54,61,628

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PARTICULARS As at 31.03.2013 As at 31.03.2012

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

Sub-NOTES

25

NOTES 21a : COST OF STORES & CONSUMABLES

Tools & spares - -

Consumables - -

Total - -

NOTES 21b : MANUFACTURING EXPENSES

1 Factory maintenance & expenses - 2,40,654

2 Power & fuel charges 2,78,648 4,63,734

3 Factory repairs,painting,Fabrication &

other expenses 20,08,612

Total 2,78,648 27,13,000

NOTES 21c : ADMINISTRATIVE, SELLING &

DISTRIBUTION OVER HEADS

1 Advertisement Expenses - 1,600

2 Meeting Expenses 88,220

3 Business promotion expenses - 30,844

4 Office Maintenance Expenses 2,52,743 9,87,342

5 Professional charges 2,09,995 61,180

6 Miscellaneous Expenses 1,50,202 80,190

7 Printing & Stationery 1,41,827 1,32,483

8 Legal Expenses 33,000 1,18,600

9 Office Rent 1,09,700 1,43,720

10 Security Charges - 1,81,587

11 Travelling Expenses 4,23,539 5,10,708

12 Consultancy fee - 63,400

13 Repairs & Maintenance 1,55,183 63,694

14 CDSL-Custodial fee 65,271 18,032

15 Share Transfer charges & depositary service charges 1,10,592 2,05,230

Total 16,52,052 26,86,829

NOTES 21d : AUDIT FEES

"Payments to the auditor as a. auditor(incl. service tax)" 55,562 55,562

b. for taxation matters, 6,236 6,236

Total 61,798 61,798

Page 27: Vinmax 25th Annual Report Final - Bombay Stock Exchange · Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing

NOTES FORMING PART OF THE ACCOUNTS NOTE. 24 - ACCOUNTING POLICIES

1. ACCOUNTNG ASSUMPTIONS :

The accounts have been prepared under the historic cost convention on the basis of a going concern concept, with revenues recognized and expenses accounted for on their accrual with due provisions/adjustments for obligations that have been crystallized but not yet incurred.

2. SALES :

Sales include VAT.

3. BASIS OF PRESENTAION :

The structure of the accounts has been drawn in accordance with the Revised Schedule VI of the Companies Act, 1956.

4. FIXED ASSETS:

Fixed Assets are stated at cost less depreciation. Cost includes freight, installation Charges, duties, taxes, and other incidental charges thereon.

5. DEPRECIATION:

Depreciation is charged on straight line method as per Schedule XIV of the Companies Act, 1956. Depreciation on assets acquired during the year is calculated on pro-rata basis with reference to the date of acquisition.

6. TAXATION:

Deferred Tax is recognized, subject to the consideration of prudence, on timing difference being the differences between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

7. INVENTORIES:

Inventories are valued as under.

a) Raw materials are valued at cost less VAT.

b) Finished goods are valued at cost price excluding Central Excise on them.

c) Excise duty is accounted for as and when the same is paid on the dispatch of the goods from the factory.

8. RETIREMENT BENEFITS

The company has a policy of paying retirement benefits to its employees as and when due.

9. INVESTMENTS:

Investments stated at cost.

10. MISCELLANEOUS EXPENDITURE:

All expenditure, the benefit of which is spread over a number of years grouped under Miscellaneous Expenditure to be amortized in five instalments from the year in which the benefit of such expenditure accrues.

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NOTES FORMING PART OF THE ACCOUNTS NOTE - 25

Notes forming part of the Balance Sheet as at 31st March, 2014 and Profit and Loss statement for the period ended on that date.

1. SALES OF PLANT L& MACHINERY

Since the plant & Machinery are very old and could not be upgraded, the production was getting hampered frequently. Further to this, power cuts and shortages are added burden on the production cycle. With the result, Working capital account became NPA, Under these circumstance, the company took the approval from Shareholders through postal ballot and sold the assets, cleared the liabilities to the bank and other statutory bodies.

However the company is planning to manufacture fine chemicals in leased premises and also trade with Bulk drugs, intermediates and cosmetics to improve workings of the company.

2. SECURED LOANS

The secured loan towards working capital was totally repaid to Union Bank of India during the year.

3. DEPRECIATION

Depreciation on fixed assets has been provided as per the rate prescribed in Schedule XIV of the Companies Act, 1956 on straight line method. The depreciation in the current year is taken on Plant and Machinery on single shift basis.

4. MANAGERIAL REMUNERATION

Particulars 2013-14(in rupees) 2012-13(in rupees)

Managing Director 3,60,000/- 3,00,000/-

5. AUDITORS REMUNERATION

Particulars 2013-14(in rupees) 2012-13(in rupees)

Statutory Audit Fee 50,000 50,000

Tax Audit Fee 5,000 5,000

Service Tax 6,798 6,798

6. BONUS

No bonus has been paid or provided during the period in the accounts of the Company as no employee is eligible for the same

7. INCOME TAX

Since the Company has incurred loss no provision is made for the Income Tax.

8. The Company is dealing only in pharmaceutical segment and only at one location and hence there are no segments to be reported separately.

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

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9. PENDING STATUTORY DUES `

ESI 4,41,141

PF 43,194

VAT Payable 27,015

ESI (Disputed) 8,00,000

10. COMPUTATION OF EARNINGS PER SHARE

2013-14 2012-13

Profit / (Loss) for the year (2,29,75,816/-) (1,22,5176/-)

Number of Equity Shares 5238930 52.38,930

Earning per share Rs. (4.39) (0.23)

11. RELATED PARTY DISCLOSURE

(I) Key Management Personnel :

N.V.Narender - Managing Director

(II) Relatives of Key Management Personnel:

N.Achuta Bai - Share holder

(III) Other Related Parties: - Nil

12. The balances of all Sundry Debtors, Sundry Creditors, Loans and advances payables and receivables have not been confirmed by the parties.

13. Previous year figures have been regrouped and reclassified wherever considered necessary.

14. Paisa has been rounded off to the nearest rupee.

15. (a) CAPACITY

NIL

(b) Raw Materials Consumption details:

NIL

Signatures to Notes to 25

As per our report attached

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

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J.S.R DURGA PRASADPartner

Membership No. : 25729

For And On Behalf Of The BoardFor DURGA PRASAD ASSOCIATES CHARTERED ACCOUNTANTS

N.V.NARENDERChairman & Managing Director

Dr.A.RAMAKRISHNAIHDirector

Place : HyderabadrdDate: 3 September 2014

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1. Registration Details:

a) Company identification No.(CIN) : L 2 4 2 3 0 A P 1 9 8 8 P L C 0 0 9 1 0 2

b) State Code No. : 0 1

c) Balance sheet Date : 3 1 0 3 2 0 1 4

Date Month Year

2 Capital Raised during the yea (Rs. In lacs)

a) Public Issue : N I L

b) Rights Issue : N I L

c) Bonus Issue : N I L

d) Private Placement(Application Money) : N I L

3 Position of Mobilizations and Deployment of Funds(Rs. in lacs)

a) Total Liabilities : 2 0 6 . 1 1

b) Total Assets : 2 0 6 . 1 1

EQUITY AND LIABILITIES

Paid up Capital 5 2 3 . 8 9

Reserves & Surplus - 4 8 2 . 2 3

Secured Loans : 0 . 0 0

Unsecured Loans : 1 4 0 . 2 7

ASSETS

Net Fixed Assets : 0 . 1 5

Investments : 0 . 5 8

Net Current Assets : 0 . 1 8

Accumulated Losses :

Miscellaneous Expenses : 0 0

Deferred Tax (Asset) 8 1 . 0 3

4 Performance of the company (Rs. In lacs)

Total Revenue : 6 1 . 6 2

Total Expenditure : 2 3 5 . 9 9

+ / - Profit / Loss before Tax : - 1 7 7 . 3 0

+ / -Profit / loss after tax : - 2 2 9 . 7 6

Earning per share in Rs : - 4 . 3 6

Dividend : N I L

Item code no.(ITC Code) : 2 8 1 2 1 0

Products Description : T r i t y l C h l o r i d e

D r u g I n t e r m e d i a t e s)

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

BY ORDER OF THE BOARDFor Durga Prasad Associates

Chartered Accountants

Place : HyderabadrdDate: 3 September 2014

J.S.R DURGA PRASADPartner

N. V. NARENDERChairman & Managing Director

Dr.A.RAMAKRISHNAIHDirector

29

BALANCE SHEET ABSTRACT AND COMPANY GENERAL BUSINESS PROFILE(As per Schedule VI, Part IV of the Companies Act, 1956))

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PARTICULARS

CASH FLOW STATEMENT FOR THE PERIOD ENDING 31.03.2014 AS PER AS 3

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

30

A. CASH FLOW FROM OPERATING ACTIVITIES:Net Profit /(loss) Before Tax & Extra-ordianry items (45,06,533)Adjustment for:Add: Depreciation 1,16,198 Revalution Reserve written back Miscellaneous Expenses written off Interest Expenses 1,37,590 Interest on FDR Operating Profit/(Loss) before working capital changes (42,52,745)Add/(Less): Decrease/(Increase) in inventories 68,10,377 Decrease/(Increase) in Other current assets -0.37 Decrease/(Increase) in trade Receivables -16,67,424 Decrease/(Increase) in non current assets 3,12,12,269 (Decrease)/Increase in provisions -2,07,713 (Decrease)/Increae in Trade Payables (23,73,741) (Decrease)/Increae in other Current liabilities (77,76,729) Decrease/(Increase) in Differed Tax 52,45,470 Cash generated From operation 2,69,89,764 Adj For: Deferred Tax Income/(expense) -52,45,470 Cash generated Before Extra-ordianry items 2,17,44,294 Extra-ordinary items (1,32,23,813)

NET CASH FROM OPERATING ACTIVITIES A 85,20,481

B. CASH FLOW FROM INVESTING ACTIVITIESSale of Fixed Assets 1,42,94,073

NET CASH USED IN INVESTING ACTIVITIES B 1,42,94,073

C: CASH FLOW FROM FINANCING ACTIVITIES:Add or less : Proceeds from borrowings Issue of equity shares - Interest Expenses (137,590) Repayment of working-capital Loan (1,27,29,265)

Repayment of Long Term Loans (99,30,981)

NET CASH FLOW FROM FINANCING ACTIVITIES C (2,27,97,836)

Net increase in Cash & cash eqvivalents (A+B+C) 16,718 Cash and cash equivalents as at 31-03-2013 17,365 Cash and cash equivalents as at 31.03.2014 34,083

for and on behalf of the BoardDurga Prasad AssociatesChartered Accountants

Place : HyderabadrdDate: 3 September 2014

J.S.R DURGA PRASAD(PARTNER)

N.V.NARENDERChairman & Managing Director

Dr.A.RAMAKRISHNAIHDirector

The Notes referred to above form an integral part of Balance SheetAs per our report of even date For and on behalf of the Board

Page 32: Vinmax 25th Annual Report Final - Bombay Stock Exchange · Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing

VENMAX DRUGS AND PHARMACEUTICALS LIMITEDRegd. Offi: Shed No.22, Plot No.84, Phase - 1,

IDA Cherlapally, Hyderabad - 500 051.

PROXY FROM

DP ID*

CLINT ID*

Registered File No................................... No. of Shares held...................................

I/We.......................................of.................................In the district of...............................................

being a members (s) of the above named Company, here by appoint............................................

th ........................................As my/our proxy to attend and vote for me/us and on behalf at the 25

Annual General Meeting of the Company to be held on 29 th September, 2014 or at any

adjournments thereof.

Signed this........................Day of........................2014.

*Applicable to Investors holding shares in electronic form Signature..............................

Note: a). Proxy need not be a member.b). This Proxy from completed and signed should be deposited at the Registered office of the Company, on or not later than 48 hours before the time for holding of the meeting.

...............................................................TEAR HERE......................................................................

VENMAX DRUGS AND PHARMACEUTICALS LIMITED

Name Attendance duly filled in, to be handed over at the entrance of the meeting hall.

Name of the attending member in Block Letters..............................................................................

Member's Folio Number.......................................Name of the Proxy (if the Proxy attends instead of

the member)...............................No. of shares held..................................................I hereby record

my presence at the 25th Annual General Meeting at J.S. Krishnamurthy Hall, FAPCCI Building, Red Hills, Hyderabad, A.P. at 11.00 am on Monday 29th September 2014

Member's / Proxy's name in Block Letters

To be Signed at the time of handing over the slip Member's / Proxy's Signature

Affix Re.1Revenue

Stamp Here

thVENMAX DRUGS AND PHARMACEUTICALS LIMITED 25 ANNUAL REPORT

31

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If undelivered please return to :

Reg. Office: IDA Cherlapally, Hyderabad - 500 051.

VENMAX DRUGS AND PHARMACEUTICALS LIMITEDShed No.22, Plot No.84, Phase - 1,

PRINTED MATER BOOK - POST

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