The directors present this annual report and audited statement of
accounts of the Company for the year ended on March 31, 2008 and also
management discussion and analysis thereon.
1. SCHEME OF ARRANGEMENT
The Scheme of Arrangement between RPG Life Sciences Ltd. (formerly
known as RPG Pharmaceuticals Ltd.), Instant Holdings Ltd. and Instant
Trading and Investment Company Ltd. and the Company under sections 391
to 394 read with sections 100 to 103 of the Companies Act, 1956
approved by the members at the court convened meeting held on October
23, 2007 was sanctioned by the Honble Bombay High Court by order
passed on December 14, 2007 and has become effective from February 5,
2008 (the Scheme). Pursuant to the Scheme:
- the entire pharmaceuticals business of the Company has been sold to
RPG Life Sciences Ltd. (formerly RPG Pharmaceuticals Ltd.) with effect
from April 2, 2007 on going concern basis along with all assets and
liabilities pertaining to the said business, at consideration of Rs. 46
crores. Consequently, the said pharmaceuticals business of the Company
vests in and stands transferred to RPG Life Sciences Ltd. (formerly RPG
Pharmaceuticals Ltd.) from April 2, 2007 being appointed date fixed
under the Scheme.
- the investments held by the Company have been sold to Instant
Holdings Ltd. with effect from April 1, 2007, at consideration of Rs.
53 crores. Consequently, various investments held by the Company vests
in and stands transferred to Instant Holdings Ltd. from April 1, 2007
being appointed date fixed under the Scheme. Instant Trading and
Investment Company Ltd., the subsidiary of the Company, has been merged
with Instant Holdings Ltd. and thus stands dissolved.
RPG Life Sciences Ltd. (formerly RPG Pharmaceuticals Ltd.) has
discharged the consideration by issue of fully paid up equity shares of
face value of Rs. 8 in the ratio of 1:1 at aggregate premium of Rs.
34,50,49,200 to those members of the Company whose names appeared in
the register of members/who were beneficial holders of the companys
shares on February 22, 2008, being record date fixed for the purpose.
1,43,68,850 equity shares so issued by RPG Life Sciences Ltd. (formerly
RPG Pharmaceuticals Ltd.) have been listed and admitted for trading by
Bombay Stock Exchange and National Stock Exchange w.e.f June, 10, 2008.
- Instant Holdings Ltd. has discharged the consideration by issue of
fully paid up 99,50,000 equity shares of face value of Rs. 10 to the
Company at aggregate premium of Rs. 43.05 crores. Consequent to issue
of these shares to the Company, Instant Holdings Ltd. has become
subsidiary of the Company.
- the Company has changed its name from RPG Life Sciences Limited to
Brabourne Enterprises Limited upon fresh certificate of incorporation
consequent upon change of name dated February 8, 2008 issued by the
Registrar of Companies.
2. FINANCIAL RESULTS
(Rs. in crores)
Total Income -
Exceptional Item 27.16
Loss for the year before tax from
continuing operations 0.09
Loss for the year before tax from
discontinuing operations 27.16
Less: Reversal of Deferred Tax Assets 2.97
Loss for the year after tax from
discontinuing operations 30.13
Loss for the year after tax 30.22
In view of sale of the Pharmaceuticals business and investments under
the Scheme of Arrangement, the Company did not have any income during
the year under review. The amount of net loss from discontinuing
operations has been adjusted against the share premium account pursuant
to provisions of the Scheme of Arrangement. The profit and loss account
has balance of Rs. 1.41 crores consequent to transfer of Rs. 1.50
crores from debenture redemption reserve account.
In view of losses during the year, the directors do not recommend any
dividend for the year under review.
4. RESPONSIBILITY STATEMENT
The directors confirm:
(i) That in the preparation of the annual accounts for the year under
review, the applicable accounting standards have been followed and that
no material departures have been made from the same;
(ii) That they have selected appropriate accounting policies and
applied them consistently and made judgements 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 March 31, 2008 and of loss for
the year ended on that date;
(iii) That they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
(iv) That they have prepared the annual accounts for the year ended on
March 31, 2008 on a going concern basis.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of sale of the pharmaceuticals business with effect from April
2, 2007, the Company did not have any activity during the year ended on
March 31, 2008. Consequently, there is no information to furnish as
required under section 217(1) (e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
6. PARTICULARS OF EMPLOYEES
During the year, none of the employee of the Company was in receipt of
remuneration prescribed for disclosure under section 217(2A) of the
Companies Act, 1956.
7. PUBLIC DEPOSITS
The public deposits held by the Company have been transferred to RPG
Life Sciences Limited (formerly RPG Pharmaceuticals Ltd.) pursuant to
the Scheme. Thus, there are no public deposits held by the Company.
8. SUBSIDIARY COMPANY
During the year under review, Instant Holdings Ltd. has become
subsidiary of the Company. However, the accounts as of March 31, 2008
and the report of the directors and auditors of Instant Holdings
Limited are not attached pursuant to exemption granted by the Central
Government. The members are informed that annual accounts of the said
subsidiary and the related detailed information will be made available
on request. The accounts of the said subsidiary for the period ended on
March 31, 2008 are also open for inspection to the members at the
registered office of the Company.
Subsequent to the year under review, Mr. H.V. Goenka, Mr. C.L. Jain,
Mr. Ajit Gulabchand, Mr. Niraj Bajaj, Mr. Manoj Maheshwari, Dr. Lalit
S. Kanodia, Mr. Mahesh S. Gupta, Mr. P.K. Mohapatra, Mr. Dilip Sen and
Mr. Arvind Vasudeva have ceased to be directors consequent to their
resignation from the board of the Company.
Mr. P.Sampath, Mr. Suresh Mathew, Mr. H.N.Singh Rajpoot, Mr. J.P.
Mehrotra and Mr. T.M. Elavia have been appointed as directors in casual
vacancy caused by resignation of Mr. Dilip Sen, Mr. Ajit Gulabchand,
Mr. Mahesh S. Gupta, Mr. Niraj Bajaj and Mr. Arvind Vasudeva
Mr. P. Sampath, Mr. Suresh Mathew and Mr. H. N. Singh Rajpoot hold
office of director until conclusion of ensuing annual general meeting.
A notice has been received under section 257 of the Companies Act, 1956
from members of the Company along with requisite deposit for
appointment of Mr. Suresh Mathew and Mr. H.N.Singh Rajpoot to the
office of director of the Company. The resolutions for their
appointment as director of the Company at the ensuing annual general
meeting, are being placed before the members for approval. None of the
directors of the Company is related to any other director of the
Ray & Ray, auditors of the Company, hold office until the conclusion of
the ensuing annual general meeting. Ray & Ray have expressed their
willingness and confirmed their eligibility for re-appointment as
auditors of the Company.
11. AUDITORS REPORT
As regards auditors comments vide paragraph 2 and 12 of annexure to
their report, your directors have to inform you that (i) the assets
given on lease could not be physically verified due to certain dispute
with the lessee; and (ii) prior to the Scheme of Arrangement, the
Company had internal audit system commensurate with the size and nature
of the business. However, post Scheme of Arrangement, the Company is in
the process of redesigning internal audit system and has also appointed
a firm of Chartered Accountants as internal auditor to assist the
Company in this area.
12. CORPORATE GOVERNANCE
A certificate from practising company secretary on compliance of
conditions of corporate governance is annexed to this report. The
management discussion and analysis report and compliance report on
corporate governance as required by clause 49 of the listing agreement
form part of this annual report.
13. RISKS AND CONCERN
In view of absence of business activity at present, there are no
specific risks perceived by the Company. The recent spurt in inflation
and fall in capital market remains a cause of concern.
14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal controls. The internal
control system provide for clearly spelt out policy guidelines and
approval procedures. To supplement internal controls, the Company has
also appointed a firm of Chartered Accountants as internal auditors to
carry out audits and report thereon to the audit committee.
15. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
All employees in service of the Company on February 5, 2008 have become
employees of RPG Life Sciences Ltd. (formerly RPG Pharmaceuticals Ltd.)
without any break in their service and on the terms and conditions not
less favourable than those applicable whilst in service of the Company.
For and on behalf of Board of Directors
Place : Mumbai
Date : June 30, 2008