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Nectar Lifesciences Directors Report, Nectar Life Reports by Directors
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Nectar Lifesciences
BSE: 532649|NSE: NECLIFE|ISIN: INE023H01027|SECTOR: Pharmaceuticals
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Explore Nectar Life connections « Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors have pleasure in presenting the 16th Annual Report
 together with the audited accounts of Nectar Lifesciences Limited
 (''NLL'' or ''Neclife'' or ''Nectar'' or ''the Company'') for the financial
 year ended March 31, 2011.
 
 Financial results
 
                                                (Rs. in millions)
 
                                    March 31, 2011     March 31, 2010
 
 Sales and other income                  11358.40            9047.75
 
 Profit before interest and depreciation  2403.36            2139.92
 
 Interest                                  740.84             602.84
 
 Depreciation                              460.96             387.46
 
 Profit before tax                        1201.56            1149.62
 
 Tax Expenses                              162.38             222.86
 
 Earlier years'' adjustments                 11.09               7.02
 
 Profit after tax available for
 
 Appropriations                           1028.09             919.74
 
 Interim Dividend Nil (Previous year 25%)       -              38.07
 
 Final dividend 10% (Previous year NIL)     22.43                  -
 
 Tax on dividend                             3.64               6.47
 
 Transfer to general reserve                    -             100.00
 
 Balance c/f to balance sheet             1002.02             775.20
 
 Operations
 
 During the Year:
 
 Sales and other income are up by 25.54%.
 
 Profit before interest and depreciation is up by 12.31%.
 
 Profit after tax is up by 11.78%.
 
 Management Discussion and Analysis Report
 
 The details of the Company''s various operations are discussed under
 Management Discussion and Analysis Report. The Management Discussion
 and Analysis of financial condition and result of operations of the
 Company for the financial year 2010-11 as required under the Clause 49
 of the Listing Agreement with the stock exchanges, is given as Annexure
 III.
 
 Global Depository Receipts (GDRs)
 
 GDRs: The Company has issued and allotted 46,000,000 equity shares of
 Re. 1/- each underlying 46,000,000 Global Depository Receipts (GDRs).
 The GDRs are listed on:
 
 Luxembourg Stock Exchange/ LuxSE
 
 Société de la Bourse de Luxembourg S.A.
 
 B.P. 165, L-2011 Luxembourg
 
 Siége social, 11, avdela Porte-Neuve,
 
 Telephone: (352) 47 79 36 – 1, Fax : (352) 47 32 98
 
 Foreign currency convertible bonds
 
 The Company had outstanding US,000,000 foreign currency convertible
 bonds (FCCBs), on March 31, 2011. The said FCCBs were due for
 redemption on April 26, 2011 (Maturity Date), at the redemption price
 of 150.71% of its principal amount, as per the terms and conditions of
 the FCCBs issue. Therefore, the FCCBs were redeemed at an aggregate
 amount of US$ 49.7343 million consisting of payment of the principle
 amount US million and accumulated premium on redemption of the FCCBs
 of US$ 16.7343 million.
 
 Subsidiary companies
 
 During the financial year following wholly owned subsidiaries have been
 incorporated:
 
 1.  M/s Nectar Capital Limited incorporated in Mauritius
 
 2.  M/s Nectar Lifesciences UK Limited, incorporated United Kigdom
 
 As of now no business activity has been carried out these subsidiaries.
 However, M/s Chempharma Private Limited incorporated in Sri Lanka stand
 wound up during the last financial year.
 
 In terms of the Circular no.2/ 2011 dated 8th February, 2011 issued by
 the Ministry of Corporate Affairs, Government of India, the Balance
 Sheet, Profit & Loss Account and other documents of the subsidiary
 companies are not required to be attached with the Balance Sheet of the
 company. Therefore, we have not attached said documents with this
 Annual Report. The said documents/details shall be made available upon
 request to any member of the Company and will also be made available
 for inspection by any member of the Company at the registered office of
 the Company during working hours up to the date of Annual General
 Meeting.
 
 
 Consolidated financial results
 
 As required under the Listing Agreement with the stock exchanges, a
 consolidated financial statements for the year ended on March 31, 2011
 of the Company are attached.
 
 Dividend
 
 During the current financial year the Board of Directors has
 recommended the final Dividend @ 10% i.e. Re. 0.10/- per equity shares
 aggregating to Rs. 22,426,097/- of the Company subject to the approval
 by the shareholders in the forthcoming Annual General Meeting. The
 register of members and the share transfer books of the Company will
 remain closed from September 23, 2011 to September 30, 2011 (both days
 inclusive) for Annual General Meeting and payment of dividend, if
 declared, on equity shares.
 
 Directors
 
 Mr. Basant Kumar Goswami, IAS (Retd.) and Mr. Dinesh Dua, retires by
 rotation and being eligible, offers themselves for reappointment. The
 Board recommends their reappointment.
 
 Directors'' responsibility statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' responsibility statement, your
 Directors confirm:
 
 (i) That in the preparation of the accounts for the financial year
 ended March 31, 2011, the applicable accounting standards have been
 followed along with proper explanation relating to material departures,
 if any;
 
 (ii) That the Directors have selected such accounting policies and
 applied them consistently and made judgment and estimates that were
 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 and of the
 profit or loss of the Company for the year under review;
 
 (iii) That the Directors 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
 irregularities; and
 
 (iv) That the Directors have prepared the accounts for the financial
 year ended March 31, 2011 on a ''going concern'' basis.
 
 Auditors
 
 M/s Datta Singla & Co., Chartered Accountants, statutory auditors of
 the Company retires at the conclusion of the forthcoming Annual General
 Meeting and being eligible offer themselves for re-appointment.
 
 The Audit Committee and Board of Directors recommend their
 re-appointment as auditors.
 
 Auditors'' Report
 
 Observations made in the Auditors'' Report are self-explanatory and
 therefore do not call for any further explanation.
 
 Cost Audit
 
 The Ministry of Corporate Affairs, Central Government of India vide
 order dated December 16, 2010 has required your company to get the
 audit of its cost accounts from the Cost and Works Accountant within
 the meaning of Cost and Works Accountants Act, 1959.
 
 In this regard, the company, with the approval of Central Government,
 has appointed Dr. Vimal Kumar (Membership No.  9982) , Prof. of M/s V.
 Kumar and Associates, SCO 124-25, Sector 34-A, Chandigarh, Cost and
 Works Accountants as the Cost Auditors of the Company for the financial
 years 2010-11 and 2011-12.
 
 The due date of filing of Cost Audit Report for the financial year
 2010-11 is September 30, 2011. The Cost Auditors Report will be filed
 with Central Government by due date.
 
 Audit Committee
 
 The Company constituted the Audit Committee as per the provisions of
 Section 292A of the Companies Act, 1956 and Clause 49 of the Listing
 Agreement. The composition, powers and duties of the Audit Committee
 are detailed out in the Corporate Governance Report. The Board of
 Directors accepted all recommendations of the Audit Committee.
 
 Energy, technology and foreign exchange
 
 Information 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 with respect to conservation of
 energy, technology absorption and foreign exchange earnings and outgo
 is given in Annexure I and forms a part of this Report.
 
 Personnel
 
 Information pursuant to section 217(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, forms part of the Report. However, as per the provisions of
 Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and
 accounts are being sent to the share holders excluding statement of
 particulars of employees under Section 217(2A) of the Act. Any
 shareholder interested in obtaining the copy of the said statement, may
 write to Secretarial Department at the corporate office of the company.
 
 The Company enjoyed cordial relations with its employees at all levels.
 
 Fixed deposits
 
 During the year under Report, your Company did not accept any deposits
 from the public in terms the provisions of Sections 58A and 58AA of the
 Companies Act, 1956.
 
 Corporate Governance
 
 The Company aimed to conduct its affairs in an ethical manner. A
 separate Report on Corporate Governance forms a part of the Annual
 Report. A certificate from the Company''s Auditors regarding the
 Compliance of Conditions of Corporate Governance as stipulated under
 Clause 49 of the Listing Agreement is given in Annexure II.
 
 Acknowledgement
 
 Your Directors would like to express their sincere and grateful
 appreciation for the assistance and cooperation received from bankers
 and government authorities and also thank the shareholders for the
 confidence reposed by them in the Company and looks forward to their
 valuable support in the future plans of the Company.
 
 Your Directors also thank its agents, the medical professionals and its
 customers for their continued patronage to the Company''s products.
 
                          For and on behalf of the Board of Directors
 
                                       of Nectar Lifesciences Limited
 
 Date : August 12, 2011                                 (Sanjiv Goyal)
 
 Place : Chandigarh                      Chairman & Managing Director
 
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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