PHL Subsidiaries-Oxygen Bio-Research Private Limited

7/28/2019 PHL Subsidiaries-Oxygen Bio-Research Private Limited

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Oxygen Bio-Research Private Limited

Regd. Office: Plot No. 18, Pharmez, Pharmaceutical Special Economic Zone, Sarkhej Bavlahighway No. 8, Ahmedabad-382213.

DIRECTORS REPORTTo,The Members,Oxygen Bio Research Private LimitedPlot No. 18, Pharmez,Pharmaceutical Special Economic Zone,Sarkhej Bavla Highway No. 8,Ahmedabad-382213.

Your Directors have pleasure in presenting the Fifth Annual Report, together with the audited accountsfor the year ended 31

stMarch 2011.

(1) FINANCIAL RESULTS: -

The following are the financial results of the Company for the year ended 31st

March 2011.

(Amt. In Lacs)Particulars

Year ended on31.03.11

Year endedon 31.03.10

Total Income 3112.24 2697.08Other Income 0.31 0.00Profit / Loss before Dep. and Prov. for Tax. 1056.64 1111.32Depreciation 65.78 65.77Less:-Taxation (including Deferred Tax Asset, ifany)

133.07 0.00

Net Profit/Loss after Tax 857.78 1045.55

Prior period adjustments (41.78) 0.00Balance brought forward from last year 1039.80 (5.75)Balance Carried to Balance Sheet 1939.36 1039.80

2. REVIEW OF OPERATION

The Company has earned a total income of Rs. 3112.24 lacs which shows an increase of about 15.39%of turnover as compared to previous financial year. The PBDT levels were Rs 1056.64 Lacs for periodunder review as compared to Rs. 1114.32 Lacs for the Previous Year, which shows a decrease of5.93% as compared to last financial year. The net profit was Rs. 857.78, which shows a decrease of17.96% as compared to previous financial year. One of the reasons for decrease in PBDT and net profitwas due to increase in raw material cost and selling & administrative expenses. The directors of your

Company are aware of current global scenario and the pressure on margins and are continuouslystriving to cope up with the said situation.

3. DIVIDEND

The Directors of your company do not recommend any dividend during the year with a view to conservethe resources of the company to meet liquidity requirements as well as to strengthen the net worth ofthe company.


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4.SUBSIDIARY

During the year M/s Piramal Pharmaceutical Development Services Private Limited based at Mumbaihas acquired 76 % shareholding of the Company and by virtue of that your Company has become asubsidiary of M/s Piramal Pharmaceutical Development Services Private Limited which is also asubsidiary of M/s Piramal Healthcare Limited under Section 4(1) (c) of the Act.

5. CHANGE IN MANAGEMENT

During the year there has been change in management consequent upon acquisition of 76% shares ofthe Company by M/s Piramal Pharmaceuticals Development Services Pvt. Ltd. (PPDSPL) andconsequently Shri Rajesh Laddha, Shri N. Santhanam and Shri Gerhard Klement have been appointedas directors representing PPDSPL, w.e.f 10

thJanuary 2011.

During the year under review, Shri Prashant Shah and Shri Viral Shah have resigned from the boardw.e.f 10

thJanuary 2011. The Board of Directors places on record its appreciation for sincere services

rendered by such directors during their tenure of office with the Company.

Shri Dhaval Nagar and Shri Satwik Durkal, Directors of the Company, retire by rotation at theforthcoming Annual General Meeting and are eligible for for re-appointment.

6. TRANSFER TO RESERVE:

The Board of Director of your Company do not propose to transfer any amount to General ReserveAccount of the Company pursuant to Companies (Transfer of Profit to Reserve) Rules, 1975. Thebalance of profit and/or surplus of the company was decided to be carried forward to Surplus Account ofthe Company.

7. INFORMATION OF EMPLOYEES U/S. 217(2A)

There were no employees whose salary during the financial year ended 31st

March, 2011exceeded the limits prescribed under section 217(2A) of the Companies Act, 1956 and theRules made thereunder.

8. PARTICULARS UNDER SECTION 217(1)(e)

As the Company is into the business of R & D activity in the field of pharmaceuticals, The Statement ofparticulars as per Form A under Section 217(1) (e) is not required to be attached with the report. Thefuture plan of action is to introduce the new technologies having lower energy consumption which inturns gives lower cost, which consequently increases margins.

Foreign Exchange earning and outgo-

During the year under review your company has the following amounts of foreign exchange earningsand outgo;

(Amt. in Rs.Lacs)a) Foreign Exchange Earnings (Export Income) 3105.41b) Foreign Exchange Outgo- 703.52

(CIF Value of Imports [Capital Goods])


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9. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement contained in sub section (2AA) of section 217 of the Companies Act, 1956,with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the year ended 31st

March, 2011, theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures;

(ii) That the directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of the profit of theCompany for the year under review;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(iv) That the directors have prepared the accounts for the financial year ended 31st

March 2011 on agoing concern basis.

10. AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad are the auditors of the Company.Auditors are to be appointed at the ensuing Annual General Meeting.

The Company has received notice nder section 225 of the Companies Act, 1956 for appointment ofM/s. Haribhakti & Co., Chartered Accountants as Auditors of the Company in place of M/s. Parikh &Majmudar, the present Auditors.

11. COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, the Company has obtained a Certificatefrom Whole time Practising Company secretary confirming that the Company has complied with theprovisions of the Companies Act, 1956 as mentioned in the Certificate annexed to this report.

12. ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the Central and State Governments, investors,analysts, financial institutions, banks, business associates and customers, the medical profession,distributors and suppliers for their whole-hearted support. Your Directors commend all employees ofyour Company for their continued dedication, significant contributions, hard work and commitment.

By Order of the Board of DirectorsPLACE: AHMEDABAD

DATED: 26/04/2011 Chairman


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Sandip Sheth & Associates

Company Secretaries

Add: 518, Anand Mangal-III, Opp. Core House, Rajnagar Club Lane, Ambawadi, AHMEDABAD-6.

Ph. No. (O) +91-79-30 02 51 19 (M) +91-98240 25590 [email protected]

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CIN No.:- U73100GJ2006PTC049410 Nominal Capital:-Rs. 1,00,00,000/-

COMPLIANCE CERTIFICATETo,

The Members,M/s. Oxygen Bio Research Pvt. Ltd.Plot No. 18, Pharmez,Pharmaceutical Special Economic Zone,Sarkhej Bavla Highway,AHMEDABAD-382213.

We have examined the registers, records, books and papers of M/s. Oxygen Bio Research Pvt. Ltd. asrequired to be maintained under the Companies Act 1956, (the Act) and the rules made there under andalso the provisions contained in the Memorandum and Articles of Association of the Company for thefinancial year ended on 31st March 2011. In our opinion and to the best of our information and according tothe examinations carried out by us and explanations furnished to us by the Company, its officers and

representatives,

We certify that in respect of the aforesaid financial year:

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

2. The Company has duly filed online e-forms and returns as stated in Annexure Bto this certificate, withthe Ministry of Corporate Affairs Portal (Registrar of Companies, Gujarat) with the proper filling fees asper schedule- X read with section 611 of the Act during the year under review. Company has filledvarious forms with Registrar of Companies, Gujarat during the financial year under review. However Noform or return was filed with Regional Director, Central Government, Company Law Board or otherauthorities during the financial year under review.

3. The Company being a private limited Company has the paid-up share capital of Rs. 93,25,000/- and itsmaximum number of members during the said financial year were 03 (three) excluding its present andpast employees and the Company during the year under scrutiny;

(i) has not invited public to subscribe for its shares or debentures; and(ii) has not invited or accepted any deposits from persons other than its members, directors or their

relatives.

4. The Board of Directors met 7 (seven) times respectively on 7th April 2010, 3rd September 2010, 29hOctober 2010, 15th December 2010, 20th December 2010, 10th January 2011 and 31st March 2011 inrespect of which meetings proper notices were given and the proceedings were properly recorded andsigned in the Minutes Books maintained for the purpose.

5. The Company has not closed its Register of Members during the financial year.

6. The annual general meeting for the financial year ended on 31st March 2010 was held on 30th September2010 after giving due notice to the members of the Company and the resolutions passed there at wereduly recorded in Minutes Book maintained for the purpose.


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7. One extra-ordinary general meeting was held on 15th December 2010 (15/12/2010) during the financialyear under review.

8. The Company has not advanced any loans to its directors or person of firms or companies referred to in

Section 295 of the Act during the financial year under review.

9. The Company has complied with the provisions of Section 297 of the Act in respect of contract specifiedin that section during the year under review.

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

11. As there were no instances falling within the purview of Section 314 of the Act, the Company has notobtained any approval specified in that Section.

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

13. The Company has:

(A) delivered all the certificates on lodgment thereof for transfer during the financial year under review.However, there was no allotment and/or transmission of securities during the financial year underreview.

(B) not declared any dividend during the financial year.

(C) was not required to post warrants to any members of the Company as no dividend was declaredduring the financial year.

(D) no amount lying in the Books of Account in respect of unpaid dividend, application money due forrefund, matured deposits, matured debentures and the interest accrued thereon.

(E) complied with the major provision of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. The Company has appointed nomineedirectors during the financial year under review. However, there was no appointment of additionaldirector, alternate director or director to fill casual vacancy during the year under review.

15. The Company has not appointed any managing director/whole-time director/manager during the financialyear.

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

17. The Company has not obtained any approvals of the Registrar of Companies, Central Government, and

Company Law Board, Regional Director and/or such authorities prescribed under the various provisionsof the Act during the year under review.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuantto the provisions of the Act and the rules made there under.

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


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

21. There being no preference shares or debentures hence question of redemption does not arise.

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

23. The Company has not invited/accepted any deposits including any unsecured loans falling within thepurview of Section 58A during the financial year under review.

24. The Company has not made any borrowings during the financial year under review which attracts theprovision of Section 293(1)(d) of the Act.

25. The Company has not made any loans or advances or given guarantee or provided securities to otherbodies corporate and consequently no entries have been made in the register for the purpose.

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

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

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

29. The Company has not altered the provisions of the memorandum with respect to share capital of theCompany during the financial year under scrutiny and complied with provisions of the Act.

30. The Company has altered its articles of association after obtaining approval of members in the ExtraOrdinary general meeting held on 15th December 2010 and the amendments to the Articles ofAssociation have been duly registered with the Registrar of Companies, Gujarat.

31. As confirmed by the management, there were no prosecution initiated against or show cause noticesreceived by the Company, during the financial year under scrutiny, for offences under the Act.


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32. As confirmed by the management, the Company has not received any money as security from itsemployees during the financial year.

33. As confirmed by the management, the Company has been generally regular in depositing both theemployers and employees provident fund with prescribed authorities under Section 418 of the Act duringthe year under review.

For, Sandip Sheth & AssociatesCompany Secretaries

Place: Ahmedabad

Date: 26th April 2011(SANDIP SHETH)

ProprietorC.P. No. 4354


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ANNEXURE-A

Statutory & Other Registers maintained by the Company:

1. Register of Members u/s 150

2. Registers of Directors, Managing Directors, Manager and Secretary u/s 303

3. Register of Directors Shareholdings u/s 307.

4. Register of Contracts u/s 301

5. Register of Transfers.

6. Register of Charges u/s. 143.

ANNEXURE-B

E-Forms and returns online filed by the Company with Ministry of Corporate Affairs Portal (Registrar ofCompanies, Gujarat) during the financial year ended 31st March 2011.

Sr.No.

Form No. FiledU/S

Details of Forms Period of FilingAs per Law

Date ofActual

filing

Remarks

1 Schedule-VE-form 20B

159 Annual Return for theAGM held on 30.09.09

Within 60 daysfrom the date ofAGM

29.04.10 Late Filledvide SRN no.P47485131

3 Schedule-VE-form 20B

159 Annual Return for theAGM held on 30.09.10


30.10.10 Filled videSRN no.P58376393

4 Schedule-VIE-form 23AC

& 23ACA

220 Balance Sheet as at31.03.10


16.11.10 Late filledvide SRN No.P59894006

5 E-form 66 220 Compliance Certificateto be attached withBoard Report

Within 30 daysfrom AGM Date

16.11.10 Late filledvide SRN No.

P59882803


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Sr.No.

Form No. FiledU/S

Details of Forms Period of FilingAs per Law

Date ofActualfiling

Remarks

7 E-Form 32 303(2) Resignation of Mr.Prashant Shah and Mr.Viral Shah as directorw.e.f. 10.01.11

Within 30 daysfrom the date ofsuch cessation.

03.02.11 Filled videSRN No.B04720264

8 E-Form 32 303(2) To appoint Mr. N.Santhanam and Mr.Rajesh Laddha asNominee Director w.e.f.10.01.11

Within 30 daysfrom the date ofsuchappointment.

25.02.11 Late filledvide SRN No.B06481766

9 E-Form 23 192 Registration ofResolution for alteringarticles of associationvide EGM held on15.12.10.

Within 30 daysfrom the date ofpassing suchresolution.

03.02.11 Late filledvide SRN No.B04726725

Signature for Annexure A and Annexure B

For, Sandip Sheth & AssociatesCompany Secretaries

Place: Ahmedabad

Date: 26th April 2011 (SANDIP SHETH)Proprietor

C.P. No. 4354


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& MAJMUDAR C/\MAJMUDAR

LLB. FCA

AUDITOR'S REPORTThe MembersMIS. OXYGEN BIO RESEARCH PRIVATE LIMITEDAHMEDABAD1. We have audited the attached Balance Sheet of MIS. OXYGEN BIORESEARCH PRIVATE LIMITED as at 31 st March, 2011 and also the Profitand Loss account for the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of the Company's Management.Our responsibility is to express opinion on these financial statements basedon our audit.2. We conducted our audit in accordance with auditing standards generallyaccepted in India. Those standards require that we plan & perform the audit toobtain reasonable assurance about whether the financial statements are freeof material misstatement. An audit includes examining, on a test basis,

e v i d e n c ~ , supporting the amount & disclosures in the financial statements. Anaudit also includes assessing the accounting principles Llsed & significantestimates made by management as well as evaluating the overall financialstatement presentation. We believe that our audit provides a reasonable basisfor our opinion.3. As required by the Companies (Auditor's Report) order 2003 and thecompanies (Auditor's Report) (Amendment) order 2004, issued by the CentralGovernment of India in terms of sub-section (4A) of Section 227 of thecompanies Act 1956, we annex here to a statement on the matters specifiedin paragraphs 4 &5 of the said order to the extent applicable.4. Further to our comments in the annexure referred to in. paragraph 3 above, westate that:

a) We have obtained all the informations and explanations which to thebest of our knowledge and belief were necessary for the purpose of ouraudit.b) In our opinion, proper books of account as required by Law have beenkept by the Company so far as appears from our examination of suchbooks.c) The Balance Sheet and Profit & Loss Account referred to in this reportare in agreement with the books of account.d)

........2.

2nd floor, Harsh Avenue, Nr Rajiv Gandhi Under passTax Cross Roads,Ahmedabad-380 014

Phone: 2754 0454,27540860, Fax: 91-79-27542628E-mail: sanjay@smajmudarcom


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e) On the basis of written representations received from the directors, ason M arch 31,2011 and taken on record by the Board of Directors, wereport that none of the directors of the company are disqualified as onMarch 31,2011 from being appointed as D irectors in terms of clause (g)of subsection (1) of section 274 of the Companies Act, 1956.9 In our opinion and to the best of our information and according to theexplanations given to us, Refer Note No 7 of Schedule 16 regardingchange in the m ethod of Depreciation ,the said Balance Sheet and theProfit and Loss Account read together with the notes thereon give theinformation required by the Companies Act, 1956 in the manner sorequired and give a true and fair view.

i) In so far as it relates to the Balance Sheet of the State of Affairsof the corrlpany as at 31st March, 201 1, and,ii) In case of the profit and loss account of the Profit of thecompany for the year ended on that date.

PLACE: - AHMEDABAD

DATE: - 26/04/2011


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Mls. OXYGEN B IO RESEARCH PVT. LTD.ANNEXURE TO AUDITOR'S REPORT

(Referred to in Pa ragraph 3 of our report of even date)i) In respect of its Fixed Assets:-

(a ) The company has maintained proper records showing full particulars,including details of quantity & the situation of the fixed assets on thebasis of available information.(b ) As explained to us, a major portion of the fixed assets has beenphysically verified by the management during the year in accordancewi,th a phased programme of verification adopted by the Company. Inour opinion, the frequency of verification is reasonable having regardto the size of the company & nature of its assets. As informed to us, nomaterial discrepancies were noticed on such physical verification.(c ) As explained to us, the company had not made any disposal of fixedassets during the year under review.

ii) In respect of Inventories:-a) As explained to us, inv.entories were physically verified by themanagement at reasonable intervals during the year.b) In our opinion & according to the information & explanations given tous, the procedures of physical verification of inventories followed bythe managem ent were reasonable& adequa te in relation to the size ofthe company & nature of its business.c) In our opinion and according to the information and explanations givento us, the company is maintaining proper records of inventory. Thediscrepancies noticed on verification between the Physical stocks andthe book records were not material.

iii) The Company has neither gran ted nor taken any loans, Secured orunsecured, to or from, companies, firms or other parties covered in theregister maintained unde r Section 301 of the Companies Act 1956.iv) In our opinion and according to the information and explanations given to us,there is adequate internal control system co rr~me nsura tewith the size of thecompany and nature of its business for the purchase of inventory, fixed

assets. During the course of our audit, we have not observed any continuingfailure to correct ma jor weakness in internal controls systems.v In our opinion and according to the information & explanations given to us,the particulars of contracts or arrangements referred to in section 301 of theCompanies Act, 1956 have been entered in the register required to bemaintained under section 301 of the Companies Act, 195 6

In our opinion, and according to information and ex planation given to u s, thecomparative prices of transactions made in pursuance of contract orarrangements entered in the register maintained under section 301 of theCompanies Act, 1956 aggregating during the year Rs. 5.00 Lacs or more inrespect of such parties are not available. Hence, we are unable to commentwhether these transactions have been made at prices which arehaving regard to the prevailing ma rket prices a t the relevant time.


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Mls. OXYGEN BIO RESEARCH PVT. LTD.ANNEXURE TO AUDITOR'S REPORT

vi)vi )

viii)

ix)

xi)xi )

xiii)xiv)xv)xvi)xvi )

The company has no t accepted any deposit from the publicThe Company does not have a formal interna l audit system. In our opinion itsinternal control procedures involves reasonable internal checkscommensurate with it$ size and nature of its business.As exp lain to us, maintenance of cost records under section 209 (1) (d) of theCompanies Act, 1956 has not been prescribed by the Central Governmentfor the company.In respect of statutory dues:(a) According to the records of the company undisputed statutory duesincluding Income Tax, Customs Duty & Other Statutory dues, exceptTax Deducted At Source, Provident Fund , have been generallydeposited during the year with the appropriate authorities. As informedto us, for the relevant financial year Company is not liable to pay theWealth Tax. According to the information & explanation given to us, noun-disputed amounts in respect of the aforesaid dues wereoutstanding as at 31st March 2011, for a period of more than sixmonths from the date of becoming payable.(b) The Company has no disputed statutory dues that have not beendeposited on account of matters pending before appropriateauthoritiesThe Company does not have accumulated losses at the end of the financialyear and has not incurred cash losses in the financial year and theimmediately preceding financial year.The company has not defaulted in repayment of dues to Banks during theyear.The Company has not g'ranted any loan and advances on the basis ofsecurity by way of pledge of share, debenture and other security.

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PHL Subsidiaries-Oxygen Bio-Research Private Limited