Annual Report 2009-10 - Mavens Biotech Report/2009-2010.pdf · It gives me great pleasure to present our 28th Annual Report. 2009‐2010 has been a ... guarantees / indemnity to or

Committed to Innovation

28th Annual Report

2009-10

CONTENTS

1 Whole time Director Letter

2 Notice

3 Directors' Report

4 Management Discussion & Analysis

5 Corporate Governance

6 Auditors' Certificate on Corporate Governance

7 Auditors' Report on Account

8 Financial Statement

9 Company Business Profile

10 Cash flow Statements

11 Auditors' Certificate on Cash flow statement

BOARD OF DIRECTOR

Mr. Murli Dhar Kanther Chairman

Mr. Bharat Kumar Sah Whole Time Director

Mr. Baldev Singh Director

Mr. Anil Jain Director

Mr. Lalit Garg Director Mr. Rahul Anand Fulfagar Director

STATUTORY AUDITORS

M/s Mohindra Arora & Co. Chartered Accountants

COMPANY SECRETARY

Ms. Roopali Singhal

REGISTERED OFFICE

19, R.N. Mukherjee Road, Eastern Building, 1st Floor, Kolkata – 700 001.

REGISTRAR & TRANSFER AGENT

Adroit Corporate Service Pvt. Ltd. 19, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai – 400 059.

Dear Shareholder,

It gives me great pleasure to present our 28th Annual Report. 2009‐2010 has been a great year for Mavens Biotech Ltd. Our total income has risen by 122% to Rs. 4787.89 lacs and Profit After Tax has risen by 457% to Rs. 329.05 lacs over FY 2008‐09, thereby registering a phenomenal growth.

Our existing business of tissue culture, bioinformatics and agri and pharma trading continues to do well. At the same time, we have drawn up an ambitious expansion plan for the next 5 years to continue this rapid growth.

A phase wise plan has been drawn up to increase our tissue culture capacity in India to 50 million plants. Acquisitions of tissue culture units will be made in potato, bamboo and floriculture categories to add to the company’s product portfolio. Also new facilities will be set up for horticultural plants.

The Company has identified biomass based power generation as a new expansion area for the company. Biomass, a renewable energy source, is biological material derived from living, or recently living organisms, such as wood, waste, and alcohol fuels. Biomass is commonly plant matter grown to generate electricity or produce heat. India faces energy deficit of 9% and peak deficit of 14%. According to the Ministry for New and Renewable Energy (MNRE), the power generation potential from agri residues in India has been assessed as about 16,000 MW. However, as of September 2008, only about 656 MW of grid‐connected bio‐power based on agri‐residues and plantations could be achieved.

Thanks to consistent support from all our stakeholders, our businesses have scaled up significantly and added lot of value. Our understanding of the market, along with our continuous emphasis on delivering quality products and services will enable us to make the most out of the opportunities available. We remain eager to make agriculture more sustainable and thereby are in constant search for products and technologies that will make farm families live better lives.

Employees have always been at the centre of our endeavor. I would like to express my appreciation for their continuous commitment to our success. I believe our management team has the leadership capability to take us to the next level.

I’d like to extend my gratitude towards all our shareholders, customers and staff for their support in shaping the success of Mavens Biotech Ltd.

B. K. Sah Whole Time Director

NOTICE

NOTICE is hereby given that the 28th Annual General Meeting of Mavens Biotech Limited will be held on Friday, 24th September 2010 at 10.00 A.M. at P‐91, Bangur Avenue, Block ‘B’, Kolkata – 700 055 to transact the following business:

ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Profit & Loss Account for the year ended 31st

March, 2010 and the Balance Sheet as at date, together with the report of the Directors’ and Auditors’ thereon.

2. To consider and approve the payment of dividend on the equity shares of the Company for the financial year ended 31stMarch 2010.

3. To appoint a Director in place of Mr. B. Singh who retires by rotation and being eligible offers himself for reappointment.

4. To appoint Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS: 5. To consider and if thought fit to pass with or without modification the following resolution as

an Ordinary Resolution.

“RESOLVED that Mr. Anil Jain who was appointed as an Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956, and hold office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956, in writing proposing his candidature for the office of Director be and is hereby appointed as a Director of the Company subject to retirement by rotation under the Articles of Association of the Company.”

6. To consider and if thought fit to pass with or without modification the following resolution as an Ordinary Resolution.

“RESOLVED that pursuant to the provisions of section 372A and other applicable provisions, if any, Companies Act, 1956, (hereinafter referred to as the Act’), including any statutory modification or re‐ enactment thereof for the time being in force and subject to such consents and approvals, including of lenders, as may required and subject to such conditions as may be imposed whilst granting such consents, the approval of the Company be and is hereby accorded to the Board of Directors for making investment in shares, making secured/ unsecured loans & advances and giving guarantees / indemnity to or for the benefit of companies / bodies corporate including subsidiary companies for an aggregate amount up to Rs.5.00 Crores within the prescribed limit as specified under section 372A or other applicable provisions of the Companies Act,1956”.

“RESOLOVED FURTHER that Board be and is hereby authorized to do all such acts, deeds, matters and things inter alia for execution of deeds/ documents and for prescribing the limit for investment, loan guarantee and security to be made or provided to or in any or all body corporate/ subsidiary with or without the intention of making any such body corporate including subsidiary companies or otherwise”.

7. To consider and if thought fit to pass with or without modification the following resolution as an Ordinary Resolution.

“RESOLVED that pursuant to the provisions of section 310 read with schedule XIII of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956, the approval of the Company be is hereby given to revise the remuneration of Mr. Bharat Kumar Sah, Whole Time Director of the Company with effect from 01.08.2010 and up to expiry of the term of his appointment that is 31.07.2011 as follows:” Salary & perquisites per month

Rs. 15,000/‐Salary Rs.5000/‐ other benefits (perquisites)

“RESOLVED FURTHER that the Board be and is hereby authorized to execute all such documents writing and agreement and to do all such acts, deeds matters and things as may be required or expedient for giving effect to this resolution”.

By Order of the Board

For Mavens Biotech Limited

Place : Kolkata Roopali Singhal Date : 20/08/2010 (Company Secretary)

NOTES :

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself / herself and such proxy need not be a member of the company.

2. Proxies in order to be effective must be received at the registered office of the Company not less than 48 hours before the time fixed for the meeting.

3. Members who are holding shares in dematerialized form are required to bring details of their Demat account No. for identification.

4. Members are requested to kindly notify immediately change if any in their address, quoting their folio Nos. to the company.

5. Explanatory statement pursuant to Section 173 (2) of the Companies Act, 1956, in respect of the special Business of the above Notice is annexed hereto. All documents referred to in the Notice and explanatory statements are open for inspection at the registered office of the Company on all working days, except Sunday between 11:00 A.M. to 1:00 P.M. up to the date of the Annual General Meeting.

6. Register of Members and Share Transfer Books shall remain closed from 20/09/2010 to 24/09/2010 (Both days inclusive).

7. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their questions to the Secretary/ Director of the Company so as to reach at least seven days before the date of the meeting, so that the information required may be made available at the meeting to the best extent possible.

EXPLANATORY STATEMENT PURSUANT TO SECTION I73 (2) OF THE COMPANIES ACT, 1956.

Item No.5 Mr. Anil Jain was appointed as an Additional Director of the Company with effect from 28/05/2010 holds office only upto the date of the forthcoming Annual General Meeting of the Company but being eligible offers himself for appointment. In terms of Section 257 of the Companies Act, 1956 the Company has received Notice in writing along with the required deposit from a Member signifying his intention to propose the candidature of Mr. Anil Jain for the office of the Director. Mr. Anil Jain has a diversified academic qualification with an MBA and LL.B. He had been primarily serving in ecology and environment field and has a vast experience of infra and agro tech activities. He is also an expert in the matters relating to corporate affairs and business administration etc.

Except for Mr. Anil Jain no other Directors is in any way concerned or interested in the Resolution under Item No.5. The Board of Directors of the Company recommends the ordinary resolution as set out in the Notice for Members’ approval.

Item No.6 Since, our Company has signed an MOU with Bangalore based Garuda group (renowned Bangalore based developer) to jointly develop projects in real estate, township development, low cost housing construction, power and other infrastructure related areas and also in the area of information & technology business etc..

As above proposed projects and/or expansion of such business activities of the company, it will provide necessary support to the concerned entity by making investment or giving loans & advances or giving guarantee or providing securities depending upon the requirements. The board will infuse the funds up to Rs. 5.00 Crores to any such companies / body corporate including subsidiary companies or otherwise within the prescribed limit as specified under Section 372A or other applicable provision of the Companies Act, 1956.

The Company therefore seeks the approval of the shareholders for making investment in shares, giving loans, giving guarantee and providing securities for the above purposes.

None of the Directors of the Company is, in any way concerned or interested in the proposed resolution under Item No.6

The Board of Directors of the Company recommends the ordinary resolution as set out in the Notice for Members’ approval.

Item No.7 In view of the increased of business activities and/or expansion of the such business in near future of the Company, the Board proposed to increase the remuneration of Mr. Bharat Kumar Sah, Whole Time Director under the provisions of Section 310 and/ or other applicable provisions, if any, of the Companies Act, 1956, with effect from 01/08/2010. He is having vast experience in various fields and has been contributing significantly towards the ongoing growth of the Company. Except for Mr. Bharat Kumar Sah no other Directors is in any way concerned or interested in the Resolution under Item No.7.

The Board of Directors of the Company recommends the ordinary resolution as set out in the Notice for members’ approval. Appointment /Re appointment of Directors: At ensuing Annual General Meeting Mr. B. Singh, Director retires by rotation and being eligible offers himself for re‐appointment. The relevant information as required under clause 49 of the listing agreement concerning Corporate Governance Code in respect of Appointment/ re‐appointment of Directors is given below for information of the Members.

Mr. B. Singh is Graduate, and over the years he has gained experience in the field of accounts, administration and financial matters, etc

DIRECTORS’ REPORT TO THE SHAREHOLDERS

Dear Shareholder,

Your Directors are pleased to present the 28th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the Year ended 31st March, 2010. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(RS.IN LACS)

For the year ended 31st March, 2010 31st March, 2009

Total Income 4787.89 2154.15

Profit Before Depreciation & Tax 373.31 142.11

Less – Depreciation 37.16 46.73

Profit Before Tax 336.15 95.38

Less – Provision for Tax 7.10 36.31

Profit After Tax 329.05 59.07Add: Balance of Profits for earlier years 164.09 149.51Balance available for Appropriation 493.14 208.58

APPROPRIATIONS

Dividend (including Dividend Tax) 115.74 38.58General Reserve 32.90 5.91Balance carried to Balance Sheet 344.50 164.09

PERFORMANCE

The Total Income for the financial year under review is Rs.4787.89 lacs against Rs. 2154.15 lacs in previous year registering a growth of about 122.26 %. The Net Profit generated by the company during the year under review was Rs. 329.05 lacs as compared to Rs. 59.07 lacs during the previous year registering a growth of about 299.35 %.

DIVIDEND

Your Directors recommend a dividend of 9% (Previous Year 3%) on equity share of Re.1/‐each for the year ended 31st March 2010. The dividend including dividend tax aggregate to Rs. 115,74,081/‐ as against a Rs. 38,58,027/‐ for the previous year.

DIRECTORS

Mr. B. Singh, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re‐appointment.

Mr. Anil Jain was appointed as an Additional Director in the Board Meeting held on 28/05/2010 and would retire at this Annual General Meeting. A notice from a member was received under Section 257 of the Companies Act, 1956, signifying his intension to propose the appointment of Mr. Anil Jain as the Director of the Company.

Mr. Mohit Sharma ceased to be Director of the Company w.e.f. 28/05/2010. Your Company is thankful for the contribution made by Mr. Sharma for the progress of the Company.

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange and Interconnected Stock Exchange of India. Listing fees has already been paid in pursuance to clause 38 of the listing agreement. Equity shares of the company are also traded under permitted category at Bombay Stock Exchange.

MANAGEMENT & DISCUSSION AND ANALYSIS

In compliance with the provision of clause 49 of the listing agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

AUDITORS & AUDITORS OBSERVATION

M/s MohindraArora& Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re‐appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor’s Report are suitably explained in the notes to the account.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

CORPORATE GOVERNANCE & AUDIT COMMITTEE

Pursuant to clause 49 of the listing agreement your Company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the listing agreement of the Stock Exchange with which the Company is listed are complied

A separate report on Corporate Governance and the Auditor’s certificate on its compliance are annexed hereto and forms part of this Annual report

HRD INITIATIVES

Your Directors want to place on record their appreciation of the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co‐operation and support have made it possible for the company to achieve the current status it enjoys in the industry.

It is the endeavour of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation. All our manpower initiatives are implemented with the aim of maximizing productivity and aligning organizational needs with employee’s aspirations.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed;

2. 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 31st March 2010 and of the profit of your company for that period;

3. 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 fraud and other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits prescribed in Companies (Particulars of Employees) Rules, 1975 as amended.

TECHNOLOGY, R&D AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of The Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the company. The company has not incurred any expenditure or earned any income in foreign exchange during the period under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole‐hearted gratitude to all of you for your faith in us and your Co‐operation & never failing support.

For and on behalf of the Board of Directors

Place: Kolkata Bharat Kumar Sah Date: 20/08/2010 (Whole‐time Director)

ANNEXURE TO THE DIRECTORS’ REPORT

(A) CONSERVATION OF ENERGY The operations of your company are not energy intensive. Your Company evaluates on an on‐going basis new technologies and techniques to make infrastructure more energy efficient.

Adequate measures have been taken to reduce energy consumption. Efforts are being made on an on‐going basis to conserve and optimise the use of energy in regular operations by introducing state‐of‐art equipment for consumption of energy.

(B) RESEARCH AND DEVELOPMENT

The Company’s R&D Effort

Advances in science and technology are further accelerating the rate of innovation, bringing new products and services to market faster. The company has been engaged in the research and development of tissue culture protocol for banana and sugarcane and achieved success in this field. Further, the company is also expanding few ornamental plants in its product range.

Commercial production of several varieties of banana is at average growth. Due to R & D efforts within the company, the company has overcome from fungal, viral and bacterial diseases in banana crop and improved its production, productivity and quality.

Benefits of R&D Efforts

The benefits of R&D have led to improved performance due to upgradation of existing knowledge. The R&D has resulted in direct benefits in improved productivity and customer service.

Future Plan on R&D

The on‐going process of R&D will be directed towards creation of new products, development of advanced techniques & process and will help in the development of the company. The company will continue to leverage new technologies and upgrade existing performance. This will enable the company to introduce and implement new technology to meet changing market.

Expenditure on R&D

Nil (Previous Year ‐ Nil).

(C) FOREIGN EXCHANGE EARNING AND OUTGO During the year, the company made consistent efforts to increase its foreign exchange earnings. The total foreign exchange earning of the company was Nil whereas the outgo was Nil during the financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Mavens Biotech Overview

Mavens Biotech Ltd. is a plant biotechnology Company with revenues coming from three main divisions

Tissue Culture Unit Agri Bioinformatics Centre

Agriculture & Pharmaceutical Trading

Plant biotechnology is a technology that has been regarded as part of the "sustainable productivity equation" in agriculture. Its present applications in agriculture include conventional breeding, tissue culture and micro propagation, molecular breeding or marker‐assisted selection, plant disease diagnostics, genetic engineering and the production of GM crops, and the "omics" sciences (e.g., genomics, proteomics, metabolomics, etc.).

Tissue culture is a process that involves exposing plant tissue to a specific regimen of nutrients, hormones, and light under sterile, in vitro conditions to produce many new plants, each a clone of the original mother plant, over a very short period of time.

Our modern state‐of‐art tissue culture lab is situated at Karjat, on the outskirts of Mumbai. The Commercial laboratory has International Standard Growing Rooms, Clean rooms for production jobs, media preparation room, autoclave etc. The laboratory is secure against all kinds of technical and electrical failures that can be controlled for various temperatures and lighting periods. Green House and Nursery facilities are available for hardening tissue culture plants.

Services at our Tissue Culture unit include

Contract propagation Supplying of wide range of horticulture plant, hardened plants and bulbs, Embryo culture

Somatic Embryogenesis

Keeping stock of breeding and parent lines Protocol development and selection

Mutation induction in tissue culture

Growth of biotechnology has accelerated particularly during the last decade due to accumulation of vast sequence and structure information as a result of sequencing of genomes and solving of crystal structures. This, coupled with advances in information technology, has made biotechnology increasingly dependent on computationally

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Biomass based Power

India has traditionally been a power deficit country, with base load and peak load deficits for 2008‐2009 reaching 11.0% and 12.0%, respectively. While renewable energy is unlikely to fully bridge the shortfall, it would help reduce the deficit, especially in rural areas that do not have access to sufficient energy supply. According to the World Bank, in 2006 approximately 40% of residences in India were without electricity. The World Bank also reports that one‐third of Indian businesses believe that unreliable electricity is a primary impediment to doing business.

The aim for the Eleventh Plan, as stated by the working group of the Planning Commission in its Report of the Working Group on New and Renewable Energy for the Eleventh Fifth Year Plan (2007‐2012) published in December 2006, is a capacity addition of 14,000 MW from renewable energy (grid‐interactive). In the report, the Planning Commission estimates that by the end of the Eleventh Plan, renewable energy power capacity in India could be around 23,000 MW out of total capacity of around 211,000 MW (or approximately 11.0% of total capacity).

The key drivers for the renewable energy sector in India include: (i) the demand‐supply gap, especially as population increases; (ii) regulatory incentives and the availability of CDM benefits and/or Indian RECs, when fully‐implemented by the Indian government; (iii) a large untapped potential; (iv) environmental concerns regarding the use of fossil fuels; (v) the desire to strengthen India’s energy security; and (vi) a viable solution for rural electrification.

As of October, 2009, 2,125 MW of aggregate installed capacity of biomass power (including waste‐to‐energy) exists in India. Bagasse based generation accounts for

Renewable Energy Source December 2002

December 2006

October 2009

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Wind power (MW) 1,507 6,270 10,891 32.7Small hydro power (MW) 1,406 1,905 2,520 8.7Biomass (MW) 394 1,102 2,125 27.2Solar Power (MW) 1.2 2.7 6.0 26.3Total (MW) 3,308 9,280 15,542 25Renewable power capacities as % of total generation capacities

1.5 5.9 10.0

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1.4 2.3 5.6

Source: CRISIL Report, MNRE, Planning Commission, ELA

1,241 MW, or approximately 58.0% and non‐Bagasse biomass‐based power accounts for 817 MW, or approximately 38% of total biomass power. (Source: CRISIL Report)

Currently, India is estimated to produce approximately 500 million metric tonnes of biomass per year, of which approximately 120‐150 million metric tonnes are surplus which can be utilized for power generation of up to 17 GW. In addition, there is also approximately 5 GW of power generation potential from bagasse‐based cogeneration and around 2.7 GW from waste‐to‐energy projects. (Source: CRISIL Report)

Business Outlook

A phase wise plan has been drawn up to increase our tissue culture capacity in India to 50 million plants. Acquisitions of tissue culture units will be made in potato, bamboo and floriculture categories to add to the company’s product portfolio. Also new facilities will be set up for horticultural plants. The Company has identified biomass based power generation as a new expansion area for the company. The company is currently in discussion with several Indian Biomass based power generation companies for a possible Alliance cum Joint Venture in existing and new power projects. The company wants to set up three power plants with a capacity of 30 MW. With these growth plans, the Company is expecting to show good growth in the coming year.

Internal Control

The company has a proper, strong independent and adequate system of internal controls of ensure that all the assets are safeguarded/ protected against loss from unauthorized use and that transactions are authorized recorded and reported correctly.

The efficiency and effectiveness of the company’s internal control system is guaranteed by the fact that the company has in place a system that provides of checks and balance and improvements in controls are regularly made. The internal control systems are also designed to ensure that the financial and other records are reliable, and available instantly for preparing financial statements.

The company has appointed external firm of chartered accountants which conducts an audit plan and report significant observations to the audit committee from time to time the views of statutory auditors are also considers to ascertain the adequacy of the internal control system.

Risk and Concerns

The company is in competitive sector and its performance depends on the country’s economic growth and government policies towards the industry. With globalization of economy, the company perceives the risk of competitions from major national and international players. However, the company is quite prepared for such healthy competition

With rising costs of inputs and energy costs, the margins of the company may be under pressure.

Research and Development

The company is has state‐of‐art research system manned by widely experienced professionals to develop new and value‐added services to cater various industrial, academic and research needs of the country.

Human Resource Development & Industrial Relation

The company adopts the best of human resources practices so as enhance the skill, efficiency and development of employees of the company. The company believes and follows sound ethical and moral values and constantly ensures to make the working enjoyable for the employees and at the same time the productivity per employees is also enhanced. The company encourages its employees to undertake such work which provides them opportunity to learn, develop themselves and thereby contribute such ideas for the ultimate benefit of the organization. The atmosphere at the company persuades employees to have free and frank communication with senior. The company is always in search of opportunities and the best of methods for improvement in employee participation at all levels whereby views and suggestions of the company are heard and acted upon.

The company is committed to maintaining harmonious industrial relations through spirit of partnership and collaborations. As a result industrial relations at all locations of the company have reminded cordial.

Cautionary Statement

Statements made in the management discussion and analysis describing the Companies’ objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement important factors that influence the Company’s operations, include global and domestic supply and demand conditions. ’

Statements in this report on Management’s Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward looking statement” within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual result could differ materially from those expressed or implied. Important factors that could make a difference to the company’s operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability, changes in Government regulation, tax regimes economic developments within India and other factors such as litigations and industrial relations. The company assumes no responsibility to publicly amend modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

CORPORATE GOVERNANCE

Company’s Philosophy on code of Governance:

The MBTL always believes that good Corporate Governance ensures proper and adequate protection of the interests of all the stake holders in the Company. The MBTL affirms that healthy Corporate Governance leads to the operations and actions which serve the underlying goal of continuously enhancing the value that the Company can create for the stake holders including shareholders, employees, customers, suppliers, government, and other parties having association with the MBTL.

Board of Directors:

The Board of Directors of the Company has appropriate composition of Executive and Non Executive Directors including Independents Directors. The present Board consists of one Executive Director and Non‐ Executive Directors. Out of the three Non‐ Executive Directors and two are Non‐Executive Independent Directors. The Company has Non Executive Chairman. The number of Non‐ Executive Directors is more than one third of the total number of Directors. The Company meets the requirements relating to the composition of Board of Directors. The Directors have expertise in the fields of strategy, management, finance, human resource development and economics. The Board provides leadership, strategic guidance, objective and Independent view to the Company’s management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. As Corporate policy, statutory and material information is placed before the Board with a view to enable it to do discharge efficiently its responsibilities in formulating the strategies and policies for the growth of the Company.

The Board of Directors have approved and adopted Code of Conduct applicable for all the Board Members and senior management. The Whole time Director has affirmed that each Board members and senior management acknowledged the receipt of the code of conduct and has affirmed the compliance with the code. The Code of Conduct has been posted on the Company website, i.e., www.mavensbiotech.com. During the year under review, the Board of Directors met six times, i.e., 16/04/2009, 30/07/2009, 13/08/2009, 28/09/2009, 29/10/2009 and 20/01/2010. The meeting of the Board of Directors is generally held once in a quarter. The attendance of the Directors at Board meetings, last Annual General Meeting, and the directorship held by them in Indian public limited companies and also membership of the committee of the board of such companies are as follows.

Number of Directorship held:

Nam

e of

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Atten

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Last AGM

No. of O

ther

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No. of O

ther

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bership

Mr. Murli Dhar Kanther Non‐Executive Independent Director 6 Yes Nil Nil

Mr. Bharat Kumar Sah Whole‐time Director 6 Yes Nil Nil

Mr. Baldev Singh Non‐Executive Director 2 Yes 2 2

Mr. Lalit Garg Non‐Executive Independent Director 5 Yes Nil Nil

Mr. Mohit Sharma Non‐Executive Director 2 Yes ‐ ‐

Mr. Rahul Anand Fulfagar Non‐Executive Director 5 Yes Nil Nil

Audit Committee: The Audit committee presently comprises of three Non‐Executive Directors, out of them two members are Independent Directors. Mrs. Roopali Singhal acts as the Secretary of the Committee. The Audit Committee is entirely composed of Non‐executive Independent Directors and all members of the Audit Committee are financially literate, and bring in expertise in the fields of finance, Accounts, human resources development, strategy and management. Mr. Lalit Garg, Chairman (Non‐Executive Independent Director) has accounting and related financial management expertise. During financial year 2009‐2010, the Audit Committee met four times i.e., 14/4/2009, 28/7/2009, 27/10/2009 and 18/01/2010.

The Company complies with the provision of section 292A of the Companies Act, 1956, as well as requirements under the listing agreement pertaining to the Audit Committee. Its functioning is as under:

a) To Review with the management and statutory auditors and the adequacy of internal control systems including the plan, scope and performance of the internal audit function;

b) To Review the quarterly, half yearly and annual accounts before submission to the Board

c) To Review with the management and statutory auditors, the annual financial statements before submission to the Boards

d) To consider such other matters as may be required by the Board e) To discuss with management the Company’s major policies with respect to

risk assessment

f) To hold discussions with statutory auditors on the nature and scope of audits, and any views that they have about the financial control and reporting processes;

The composition and attendance at the Audit Committee are as follows

Members Meeting Attended

Mr. Lalit Garg (Chairman, Non‐Executive Independent) 4

Mr. Murli Dhar Kanther (Non‐Executive, Independent) 3

Mr. Baldev Singh (Non‐Executive) 2

Share Holders / Investors Grievances Committee: The Board consists of three Non‐Executive Directors comprising of Mr. Lalit Garg, Mr. Baldev Singh, and Mr. Murli Dhar Kanther. The committee has appointed Mr. Murli Dhar Kanther as the Chairman of shareholders / investors grievance committee. Mrs. Roopali Singhal is a Company Secretary cum Compliance Officer of the Company. The committee approves and monitors transfers, transmission, subdivision, consolidation of shares issued by the Company etc. The committee oversees performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services. The committee also redresses/ replies to investors, complaints, queries and requests relating to transfers of shares, non‐receipt of Annual Reports, etc.

The Shareholders/Investors Grievance Committee is empowered to perform all the functions of the Board in relation to handling of Shareholders/Investors Grievances. It primarily focuses on:

a) Review of investor complaints and their redressal; b) Review of the queries received from investors; c) Review of the work done by Share Transfer Agent; and d) Review of corporate actions related work.

Below‐mentioned table gives the composition and attendance record of the Shareholders/ Investors Grievance Committee.

Members Meeting Attended

Mr. Murli Dhar Kanther (Chairman, Non‐Executive Independent) 4

Mr. Lalit Garg (Non‐Executive, Independent) 4

Mr. Baldev Singh (Non‐Executive) 2

As on 31/3/2010, no share transfer request was pending. Share transfers and other related records duly signed by a practicing Company Secretary has been furnished to Stock Exchange.

Remuneration Committee: The Remuneration Committee, entirely composed of 2 Independent Directors and 1 Non‐executive Director, reviews the performance of the Whole Time Director and senior executives one level below the Board, and also reviews the remuneration package offered by the Company to different grades / levels of its employees. While reviewing the remuneration of senior management personnel, the Committee takes into account the following:

a) Financial position of the Company; b) Trends in the industry; c) Appointee’s qualifications and experience; d) Past performance; e) Past remuneration; etc.

The Chief of Human Resources makes periodic presentations to the Remuneration Committee on organization structure, performance appraisals, increments and performance bonus recommendations. These keep the Directors updated on various Human Resources matters.

Remuneration of Director The remuneration committee of the Board is constituted to formulate and recommend to the Board from time to time which decides the remuneration of all the directors and senior management members of the Company. The Remuneration committee comprises of three non executive members of the Board viz., Mr. Lalit Garg, Mr. Baldev Singh, and Mr. Murli Dhar Kanther. All the members of committee met two times during 2009‐2010. Mr. Bharat Kumar Sah was reappointed as a Whole Time Director of the Company and decided to fix his remuneration (including perk) Rs 10000/‐ per month with effect from 01/08/2008.

The Sitting fees for attending of each meeting of the Board of Directors of the non‐executive/ independent directors of the Company are decided by the Board of Directors. During the year, Company has paid no remuneration to its Non‐executive/ Independent Directors. This is no pecuniary relationship or transactions of the Company with its (Non‐Executive) Independent director other than payment of sitting fees @ Rs.500/‐ per meeting to them for attending Board/ Committee meeting.

The detail of remuneration of Mr. Bharat Kumar Sah (Whole‐time Director) is as under: (Amount in Rs.)

Name of Director Salary cum Allowances

Stock Benefits

Service Contract Tenure

Mr. Bharat Kumar Sah Rs.120000/‐ Nil 3 Year

General Body Meeting: The last three Annual General Meetings and Extra Ordinary General Meeting were held as per details given below:

Year Address Date Day Time 2008‐09 AGM

Shivam Conference Hall, B‐267, Bangur Avenue, Kolkata‐ 700 055

22/09/2009 Tuesday 10.00 A. M.

2007 – 2008 AGM


05/09/2008 Friday 10.00 A. M.

2008 EGM


17/07/2008 Thursday 10.00 A. M.

2006 – 2007 AGM


28/09/2007 Friday 10.00 A. M.

No special Resolution was put through postal ballot last year nor is it proposed to put any special resolution to vote through postal ballot.

Disclosure: The related party transactions during the year ended 31/3/2010 are disclosed in the report. There were no materially significant related party transactions made by the Company with its Promoters, Directors and their relatives, etc. The Register of Contracts with Directors are being maintained.

No penalties strictures have been imposed on the Company by Stock Exchange, SEBI or any regulatory authority for non – compliance of any laws on any matter related to capital markets, during the last three years. The revised clause 49 of the listing agreement consists of mandatory and non‐mandatory requirements. The Company is compliant with the mandatory clauses of listing agreement.

Non‐Mandatory Requirements The company has adopted the non mandatory provisions relating to the various clauses of listing agreement of stock exchange. The quarterly/ half yearly and audited Financial results are published in financial news papers, posted on the company’s website and sent to the shareholders on request. The Company is also moving towards a regime of unqualified financial statements. The Company shall endeavour to adopt the other non mandatory requirements as and when necessary.

Means of Communication The quarterly results / half yearly results of the company are published in leading English/ Bengali (regional) newspapers. No half yearly report is sent to the shareholders directly. Financial Results of every quarter are covered by limited review by the statutory auditors.

General Share Holder Information: 1 The quarterly results of the Company are submitted to the exchange and published in the leading

newspapers. 2 Company Secretary cum Compliance

Officer Mrs. Roopali Singhal, 19, R. N. Mukherjee Road, Eastern Building, 1st Floor, Kolkata – 700 001.

3 Annual General Meeting. (a) Date & Time Friday, 24th September 2010 at 10:00 A.M.

(b) Venue P‐91, Bangur Avenue, Block ‘B’, Kolkata‐ 700 055

(c) Financial Calendar 1st April to 31st March

(d) Quarterly Results First Quarter July 2010 Second Quarter October 2010 Third Quarter January 2011 Fourth Quarter April / May 2011

(e) Date of Book Closure 20/09/2010 to 24/09/2010 (f) Dividend payment date on or before 24/10/2010 (g) Listing on Stock Exchanges The Calcutta Stock Exchange Association Ltd.

Interconnected Stock Exchange of India Ltd.

Bombay Stock Exchange Ltd.

(h) Stock Code 10029065 (CSE) MAVEBIOTH (ISE) 590083(BSE)

(i) Demat ISIN in NSDL & CDSL for equity shares

INE856C01047

(j) Registrar and Share Transfer Agent (For Physical &Dmat Segment)

Adroit Corporate Services Pvt. Ltd. 19, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Andheri (E), Mumbai – 400 059. Tel.: 022 – 28590942 Fax: 022 – 28503748

(k) Market Price data high, low, during each month in last financial year is given below

High, Low &Number of Shares Traded per month onBSE Month

High (Rs) Low (Rs.) No. of Shares

April 2009 68.55 63.70 60627May 2009 70.00 66.85 296681June 2009 83.20 67.05 799718July 2009 113.90 79.00 1563698

August 2009 126.80 86.50 3254135September 2009 108.90 95.55 3276068

October 2009 112.00 95.10 2729198November 2009 111.00 90.00 2763687December 2009 145.00 92.30 3069777

January 2010 174.95 69.50 3935858February 2010 77.50 50.40 1873865March 2010 59.00 47.00 1511289

Note: There has been no trade at Interconnected Stock Exchange and Calcutta Stock Exchange.

Share Transfer System: The shares of the being in compulsory demat list are transferable through the depository system. Shares in physical & dematerialised form are processed through Registrar & Transfer Agent of the company, i.e., M/s Adroit Corporate Services Pvt. Ltd, Mumbai.

Shares lodged for transfer at the Registrar’s address are normally processed and approved by Share Transfer cum Shareholders Grievance Committee and returned to the shareholders with in the stipulated period after shares are duly transferred in their name. All requests for dematerialization of shares are processed and the confirmation is given to the depositories within 15 days. Grievance received from members and other miscellaneous correspondence on change of address etc. is processed by the Registrar within 30 days.

In case of bad deliveries the relevant documents are returned promptly.

Dematerialisation of Shares: 69.24% (approx) of Total equity share capital is held in dematerialization form with NSDL & CDSL as at 31st March 2010. Members can hold shares in electronic form and trade the same in depository system. However they may hold in same in physical form also.

Distribution of Shareholdings Categories of Shareholders as on 31/03/2010:

Category No. of Shareholders

No. of Shares % of Equity Capital

Promoters 7 35219990 32.04Other Bodies Corporate 109 31105605 28.30Individual / Others 5629 43594405 39.66

Total 5745 109920000 100.00

Distribution of Shareholdings as on 31/03/2010: No. of Equity Share held

No. of Shareholders

% of Shareholders

No. of Shares % of Shares

Upto 500 898 15.63 99944 0.09501 –1000 59 1.03 45174 0.041001 –2000 40 0.70 57549 0.052001 – 3000 10 0.17 24093 0.023001 – 4000 3694 64.30 14774684 13.444001 – 5000 1 0.02 5000 05001 – 10000 323 5.62 2588000 2.35

10001 and above 720 12.53 92325556 83.99Total 5745 100.00 109920000 100

Declaration Code of conduct:

As per clause 49 of the listing agreement with Stock Exchanges, all the Board members and Senior Management personnel have affirmed compliances with the applicable code of conduct of the Company for the financial year ended 31/03/2010.

Place : Kolkata Bharat Kumar Sah Date : 28/05/20 (Whole time Director)

Certificate on Corporate Governance (under Clause 49 of the Listing Agreement)

To the Members of Mavens Biotech Limited We have examined the compliance of conditions of Corporate Governance by Mavens Biotech Limited for the year ended 31st March 2010, as stipulated in Clause No.49 of the listing agreement of the said company with stock exchanges. The compliance of conditions of Corporate Governance is the responsibility of the company’s management. Our examination was carried out in accordance with the guidance Note on Corporate Governance (as stipulated in clause 49 of the listing agreement), issued by the Institute of Chartered Accountants of India, and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions Corporate Governance. 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 the representation made by the Directors and Management, we certify that the company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the above mentioned listing agreements. We further state that such compliance is neither as assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Mohindra Arora & Co (Chartered Accountants)

Place: Mumbai A.K. Katial Date : 28/05/2010 (Partner)

FCA No. 09096

AUDITORS’ REPORT

To The Members of M/s. Mavens Biotech Limited We have audited the attached Balance Sheet of M/s. Mavens Biotech Limited, Kolkata as at 31st March 2010, Profit & Loss Account and the Cashflow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

i. We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our Audit.

ii. In our opinion, proper books of account as required by Law have been kept by the Company so far as appears from our examination of the books.

iii. The attached Balance Sheet, Profit and Loss Account and Cash flow

Statement dealt with this with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report comply with the Accounting Standard referred to in sub‐section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received by us from the directors of the Company as on 31st March 2010 and taken on record by the Board of Directors, in our opinion, none of the Directors are disqualified from being appointed as director of the Company under Section 274(1)(g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the

explanation given to us, the said account read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2010 and

b. In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date and

c. In case of Cash flow statement of the cash flow for the year ended on that date



FCA No. 09096

Annexure to Auditors’ Report

Referred to in Paragraph 1 of our report of even date:

1. In respect of its fixed assets:

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

b. As informed to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets.

c. As informed, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a. As informed 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 explanations 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 nature of its business.

c. As explained to us, there was no material discrepancies noticed on physically verification of inventory as compared to the book records.

3. In our opinion and according to the information and explanations given to us,

there is no loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the requirement of Clause (iii) of paragraph 4 of the order is not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, there is internal control procedure commensurate with the size of the company and nature of its business for purchase of inventory, fixed assets and also for sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transaction covered under section 301 of the Companies Act,

1956:

a. In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b. In the absence of competitive quotations and comparable prices and having regards to the specialized nature of items purchased or sold, we are unable to comment upon the reasonability of prices at which such transactions have been entered, having value exceeding Rs.5,00,000/‐ or more in the financial year under audit.

6. The Company has not accepted any deposit from the public to which the provision of Sec 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975 apply.

7. In our opinion, the company has an adequate internal audit system commensurate with the size of the Company and nature of its business.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including provident fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as on 31st March 2010 for a period of more than six months from the date of becoming payable.

b. In our opinion and according to the information and explanation given to us, there are no disputed statutory dues pending before appropriate authorities.

10. The Company has not having any accumulated losses and has not incurred any cash losses during the financial year and the immediate preceding financial year covered by our audit.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, bank or debenture holder.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on basis of security by way or pledge of shares, debentures and other securities.

13. In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 is not applicable.

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not raised any term loans during the year.

17. According to the information and explanation given to us and on overall examination of the Balance Sheet of the company, we are of the opinion that the company has not utilized the funds raised on short basis towards long‐term borrowings and investment and vice versa.

18. During the year, the company has not made preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. The Company has not raised money by way of public issue during the year.

21. In our opinion and according to the information and explanation given to us, no fraud in or by the Company has been noticed or reported during the causes the financial statements to be materially misstated.



FCA No. 09096

BALANCE SHEET AS ON 31ST MARCH, 2010 SCHEDULE 31st March 2010 31st March 2009 Rupees Rupees

SOURCES OF FUNDS

SHARE HOLDERS' FUND Share Capital A 109,920,000 109,920,000 Reserve & Surplus B 57,293,860 35,962,977

TOTAL 167,213,860 145,882,977 APPLICATION OF FUNDS

INVESTMENTS 2,475,160 1,650,000

FIXED ASSETS C Gross Block 62,221,409 59,815,791 Less: Depreciation 12,257,971 8,541,534 NET ASSETS 49,963,438 51,274,257

CAPITAL WORK IN PROGRESS 12,411,865 5,830,365

CURRENT ASSETS, LOANS & ADVANCES D Inventories & Work in Progress 61,844,455 58,134,400 Sundry Debtors 35,885,832 26,337,638 Cash & Bank Balances 1,894,160 468,276 Loans & Advances 19,704,874 10,066,050

119,329,321 95,006,364 Less : Current Liabilities & Provisions E 16,965,924 7,878,009 NET CURRENT ASSETS 102,363,398 87,128,354

TOTAL 167,213,860 145,882,977Significant Accounting Policies & Notes to the Accounts I

Schedules referred to above form an integral part of the Balance Sheet As per our attached report on even date For Mohindra Arora & Co FOR AND ON BEHALF OF THE BOARD Chartered Accountants For Mavens Biotech Limited

A.K.Katial Bharat Kumar Sah Baldev Singh (Partner) (Whole‐time Director) (Director) FCA No. 09096

Place: Mumbai Roopali Singhal Date : 28/05/2010 (Company Secretary)

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH 2010

SCHEDULE 31st March 2010 31st March 2009

Rupees Rupees INCOME Income From Operation F 474,074,969 215,780,363 Other Income G 1,004,081 994,940 Increase/ (Decrease) in Stock 3,710,055 ‐1,360,520

478,789,105 215,414,783 EXPENDITURE Cost of Operation 397,321,860 175,125,391 Job Work Charges 37,668,275 20,847,320 Administration & Selling Exp. H 6,410,934 5,231,087 Interest 56,347 ‐

441,457,416 201,203,798 Profit Before Depreciation & Tax 37,331,689 14,210,985 Less: Depreciation 3,716,438 4,672,877 Profit Before Taxation 33,615,251 9,538,108 Less : Provision for Taxation 773,487 3,242,003 Provision for Fringe Benefit Tax ‐ 30,136 Provision for Deferred Tax ‐63,200 358,547Profit After Taxation 32,904,964 5,907,423 Add: Profit brought forward from Previous Year 16,409,431 14,950,778 Amount available for Appropriation 49,314,395 20,858,201 APPROPRIATIONS Dividend 9,892,800 3,297,600 Dividend Tax 1,681,281 560,427 Transfer to General Reserve 3,290,496 590,742

BALANCE CARRIED TO BALANCE SHEET 34,449,818 16,409,431 EARNING PER SHARE ‐ Face Value (Re.) 1.00 1.00 ‐ Basic and Diluted (Re.) 0.30 0.05Significant Accounting Policies & Notes to the Accounts I

Schedules referred to above form an integral part of the Balance Sheet As per our attached report on even date For Mohindra Arora & Co FOR AND ON BEHALF OF THE BOARD Chartered Accountants For Mavens Biotech Limited



SCHEDULES FORMING PART OF BALANCE SHEET & PROFIT AND LOSS ACCOUNT

31st March 2010 31st March 2009

Rupees Rupees

SCHEDULE 'A'

SHARE CAPITAL

AUTHORISED CAPITAL

1,30,00,000 Equity Shares of Re. 1/‐ each 130,000,000 130,000,000 130,000,000 130,000,000

ISSUED, SUBSCRIBED & PAID UP

10,99,20,000 Equity Shares of Re.1/‐each fully paid‐up 109,920,000 109,920,000

109,920,000 109,920,000

SCHEDULE 'B'

RESERVE & SURPLUS Share Premium 17,560,000 17,560,000

General Reserve 5,284,042 1,993,546 Profit & Loss Account 34,449,818 16,409,431

57,293,860 35,962,977

SCHEDULE 'C'

FIXED ASSETS Cost as

on1.04.09

Addition During the year

Total as on

31.3.10

Depreciation Net Assets 31.3.10

Net Assets 31.3.09 As on

1.04.09 For the year

As on 31.3.10

Computer & Accessories

8816015 465370 9281385 4430394 1940396 6370791 2910594 4385621

Biotech Portal 37239000 0 37239000 0 0 0 37239000 37239000

Furniture & Fixtures

4920767 714367 5635134 1723708 707968 2431677 3203457 3197059

Farm Equipments (Incl. Lab

Equipments)

7007764 692340 7700104 1841148 814981 2656129 5043975 5166616

Office Equipments

638845 278916 917761 204084 99272 303356 614405 434761

Air Conditioners

1193400 254625 1448025 342198 153821 496019 952006 851202

Total 59815791 2405618 62221409 8541534 3716438 12257971 49963438 51274257

Previous Year 45227941 14587850 59815791 3868657 4672877 8541534 51274257

SCHEDULES FORMING PART OF BALANCE SHEET & PROFIT AND LOSS ACCOUNT 31st March 2010 31st March 2009 Rupees Rupees

SCHEDULE 'D' CURRENT ASSETS, LOANS & ADVANCE A) CURRENT ASSETS INVENTORIES

(As valued, certified & taken by the management)

i) Finished Goods 37,632,185 36,280,460 ii) Work in Progress 24,212,270 21,853,940 SUNDRY DEBTORS (Unsecured Considered Good) Others 35,885,832 26,337,638 CASH AND BANK BALANCE 1,894,160 468,276(as certified by the management) Cash in Hand 744,869 Balance in Current A/c with Scheduled Banks 138,844 Unclaimed/ Unpaid Dividend A/c 1,010,447

T O T A L (A) 99,624,447 84,940,314B. LOANS & ADVANCES Unsecured Loan 6,084,500 5,628,650(Unsecured considered good) Advances recoverable in cash or in kind or for the value to be received Advances (Others) 13,620,374 4,437,400

T OT A L (B) 19,704,874 10,066,050

T O T A L (A + B) 119,329,321 95,006,364

SCHEDULE 'E' CURRENT LIABILITIES & PROVISIONS

A) CURRENT LIABILITIES Sundry Creditors 2,836,420 ‐ Creditors for Expenses 256,210 169,365 Unclaimed/ Unpaid Dividend A/c 1,010,447 ‐ (Does not include any amount due and outstanding, to be credited to the investor Education and Protection Fund) B)PROVISIONS

For Taxation 773,487 3,242,003 For Fringe Benefit Tax ‐ 30,136 For Deferred Taxation 515,278 578,478 For Proposed Dividend 9,892,800 3,297,600 For Dividend Tax 1,681,281 560,427

16,965,924 7,878,009

SCHEDULES FORMING PART OF BALANCE SHEET & PROFIT AND LOSS ACCOUNT 31st March 2010 31st March 2009 Rupees Rupees SCHEDULE 'F' INCOME FROM OPERATION

Sale of Biotech & Agricultural Products 361,625,143 159,635,695

Sale of Pharma Products 73,905,781 34,127,846

Domestic Software Sales 2,708,235 860,724

Bio‐informatics Software Consultancy 35,835,810 21,156,098 474,074,969 215,780,363 SCHEDULE 'G' OTHER INCOME

Misc. Income 273,941 319,502

Interest Income 730,140 675,438 1,004,081 994,940 SCHEDULE 'H' ADMINISTRATIVE & GENERAL EXPENSES Advertisement & Promotion Expenses 185,808 101,950

Administration Expenses 74,659 63,918

Auditors Remuneration 60,665 44,120

Bank Charges 19,199 6,852

Conveyance & Travelling 244,782 243,940

Consultancy Fees 312,750 293,850

Director's Remuneration 120,000 108,000 Director's Sitting Fees 13,000 12,000

R&T and Dmat Charges 149,459 83,843

Electricity & Water Charges 220,538 197,925

Filing Fees 1,000 7,000

General Expenses 274,565 183,715

Listing Fees 68,605 35,000

Professional Fees 360,000 372,000

Postage & Courier Expenses 205,371 176,913

Printing & Stationary 118,529 103,687

Retainership Fees 324,000 288,000

Rent, Rates & Service Charges 398,185 372,654

Repairs & Maintenance 151,367 140,150

Salary to Employees 2,242,943 1,489,054

Selling & Distribution Expenses 639,306 703,549

Software Maintenance 43,621 38,319

Staff Welfare Expenses 76,084 69,284 Telephone Expenses 106,498 95,364 6,410,934 5,231,087

SCHEDULE ‐ ‘I’

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS:

(A) SIGNIFICANT ACCOUNTING POLICIES:

1. a. The accounts of the Company are prepared on historical cost basis and on the

accounting principle of a going concern.

b. The Company recognizes income on accrual basis income from Sale of Biotech & agriculture and pharma products. Biotech Software Consultancy, and Education & Training is recognized upon completion of the job.

c. In respect of other heads of income, the company follows the practice of accounting of such income on accrual basis.

2. Inventories: Inventories of work‐in‐process, finished goods and traded

products are valued at standard cost adjusted for variances or net realizable value, whichever is lower. Cost of work‐in‐process and finished goods include materials, labour and manufacturing overheads.

3.

a. Fixed Assets are stated at cost, which includes expenditure on installation / construction and preoperative expenses wherever applicable.

b. Depreciation on Fixed Assets is provided block‐wise on written down value method on pro‐rata basis as per rates prescribed in Schedule XIV to the Companies Act, 1956.

c. The cost incurred for fixed assets, the construction/ installation/ acquisition of which are not completed is included under the heard ‘Capital Work in Progress’.

4. Investments: Long term investments are stated at cost.

5. There has been no foreign exchange income or outflow during the year.

6. Provision for current tax is made on the basis of the estimated taxable income

for the current accounting year in accordance with the Income Tax Act, 1961.

7. Deferred Tax is recognized, subject to the consideration of prudence, on timing difference being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognized on unabsorbed depreciation unless there is virtual certainty that sufficient future

taxable income will be available against which such deferred tax assets can be realized.

8. Retirement Benefits Gratuity, Leave Encashment and other retirement benefits are accounted for on cash basis.

9. Impairment of assets An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value being higher of value in use and net selling price. Value in use is computed at net present value of cash flow expected over the balance useful life of the assets. An impairment loss is recognized as an expense in the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been an improvement in recoverable amount.

10. Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

(B) NOTES ON ACCOUNTS:

1. Related Party Disclosures

There is no other company, which is under the same management in which the directors of the company are entrusted as directors and / or shareholders. There is no transaction with any firm and / or proprietor firm in which the directors of the company are interested as a partners or proprietor.

2. Key Management Personnel The Key management personnel are the directors, whose names are mentioned in the corporate governance report.

3. The names of Micro Small and Medium Enterprisers suppliers defined under ‘The Micro Small and Medium Enterprises Development Act, 2006’ could not be identified, as the necessary evidence is not in the possession of the Company.

4. Liabilities in respect of gratuity & leave encashment and other retirement benefits are accounted for on cash basis which is not in conformity with

Accounting Standard (AS) 15 (Revised 2005) on Employee Benefits as issued by the Institute of Chartered Accountants of India which requires that Gratuity and Leave Encashment Liabilities be accounted for on accrual basis.

5. In the opinion of the management, there is no impairment of assets as on Balance Sheet date.

6. In the opinion of the management, there are no contingent liabilities as on Balance Sheet date.

7.

Sales Current year Amt.(Rs.)

Previous year Amt. (Rs.)

Sales 474,074,969 215,780,363

Purchase 397,321,860 175,125,391

Closing Stock

Finished Goods 37,632,185 36,280,460

Work in Progress 24,212,270 21,853,940 8.

Remuneration to Auditors Current year Amt.(Rs.)


a) Audit fee 60,665 44,120

b) As advisor, or in any other capacity in respect of

i) Taxation matters Nil Nil ii) Company Law matters& certifications 15,000 30,000

9.

Remuneration to Directors

Current year Amt.(Rs.)


120,000 108,000

10. Deferred Tax: a. The company has provided deferred tax in accordance with the Accounting

Standard‐22 Accounting for taxes on Income issued by the ICAI.

b. The break‐up of net deferred tax liability as on 31st March, 2010 is as under:

Particulars Deferred Tax Liability

Tax on Difference between book and Tax Depreciation

Rs. (63,200/‐)

11. Paise have been rounded off to the nearest rupee.

12. Schedule A to I from an integral part of Balance Sheet and Profit & Loss

Account.

13. Previous year figures have re‐grouped or rearranged wherever necessary.

As per our attached report on even date For Mohindra Arora & Co FOR AND ON BEHALF OF THE BOARD Chartered Accountants For Mavens Biotech Limited



COMPANY BUSINESS PROFILE AS PER PART IV OF SCHEDULE VI OF THE COMPANIES ACT, 1956

I. Registration Details

Registration No. L17297WB1981PLC034226 State Code 21

Balance Sheet Dt. 31 March, 2010. II. Capital Raised During the Year (Amount in Rs. Thousands)

Public Issue Nil Right Issue NilBonus Issue Nil Private Placement Nil

III. Position of Mobilization and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities 184,180 Total Assets 184,180Sources of Funds Applications of Funds Paid‐up Capital 109,920 Net Fixed Assets 49,964Reserves and Surplus 57,294 Currents Assets 119,329Current Liabilities 16,966 Capital Work in Progress 12,412 Investments 2,475

IV. Performance of Company (Amount in Rs. Thousands) Income 475,079Total Expenditure 445,174Profit before tax 33,615Profit after tax 32,905E.P.S (Rs.) 0.30Dividend rate (%) 9%

V. Generic Names of Three Principal Products/ Services of Company (as per monetary terms) Item Code Not AvailableProduct Description Agro ProductsItem Code no. Not AvailableProduct Description Software Sales

As per our attached report on even date For Mohindra Arora & Co FOR AND ON BEHALF OF THE BOARD Chartered Accountants For Mavens Biotech Limited



CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2010 (Pursuant to the Listing Agreement Clause 32 with the Stock Exchange)

2009‐10 2008‐09

(A)

Cash Flow from Operating Activities Net Profit before Tax as per P&L Account 33615251 9538108Adjusted for:

Misc Income 273941 319502Interest Income 730140 675438Depreciation 3716438 4672877

Operating Profit Before Working Capital Changes 36327608 13216045Adjusted for:

Finished Goods ‐1351725 647220Work in Progress ‐2358330 713300Sundry Debtors ‐9548194 2082016Loans & Advances ‐9638824 1666730Current Liabilities 3933712 ‐16009

Cash Generated From Operations 17364247 18309302Payment of Tax ‐3272139 ‐2872025Payment of Dividend & Dividend Tax ‐3858027 ‐3858027Net Cash Inflow/Outflow From Operations 10234081 11579249

(B) Cash Flow From Investing Activities Purchase of Fixed Asset/ Increase in Capital Work in Progress ‐8987118 ‐15115350Misc Income 273941 319502

Interest Income 730140 675438

Investments ‐825160 2000000(C) Net Cash Flow From Investing Activities (B) ‐8808197 ‐12120410

Cash Flow From Financing Activities NIL NIL

Net Cash Increase in Cash & Cash Equivalents (A+B+C) 1425884 ‐541161

Cash & Cash Equivalents at the Beginning of the Year 468276 1009437Cash & Cash Equivalents at the End of the Year 1894160 468276

For Mavens Biotech Limited Bharat Kumar Sah Baldev Singh (Whole Time Director) (Director) Place: Mumbai Roopali Singhal Date: 28/05/2010 (Company Secretary)

AUDITORS’ CERTIFICATE

We have examined the above cash flow statement of Mavens Biotech Limited for the year ended 31st March 2010. The statement has been prepared by the company in accordance with the requirements of Clause 32 of Listing Agreement with various stock exchanges and is based on and in agreement with the corresponding Balance Sheet of the Company covered by our report of even date to the members of the company.



FCA No. 09096

Documents

Annual Report 2009-10 - Mavens Biotech Report/2009-2010.pdf · It gives me great pleasure to present our 28th Annual Report. 2009‐2010 has been a ... guarantees / indemnity to or