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Shamrock Industrial Corporation Directors Report, Shamrock Ind Reports by Directors
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Shamrock Industrial Corporation
BSE: 531240|ISIN: INE022F01015|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '08    « Mar 06
The Directors present their Seventeenth Annual Report with the Audited
 Statement of Accounts for the year ended March 31.  2008.
 
 FINANCIAL RESULTS
 
 PARTICULARS                                 Current Year Previous Year
                                                2007-2008     2006-2007
                                             (Rs. in lacs) (Rs. in lacs)
 
 Sales & other Income                              1200.01     1238.05
 
 Proflt/(Loss) before Depreciation. 
 Interest & Tax                                       9.70       (1.87)
 
 Interest                                             0.15        0.07
 
 Depreciation                                         1.30        1.30
 
 Profit(Loss) before Tax:                            8.25       (3.24)
 
 Provision for Current Tax                            0.95         -
 Provision for Deffered Tax
 
 Profit (Loss) after Tax                              7.30       (3.24)
 
 Add: Balance brought forward from previous year   (684.04)    (680.80)
 
                                                   (676.74)    (684.04)
 
 Appropriations:
 
 Dividend                                              Nil        Nil
 
 Dividend Tax                                          Nil        Nil
 
 Transfer to General Reserve                           Nil        Nil
 
 Balance carried to Balance Sheet                  (676.74)    (684.04)
 
 PERFORMANCE
 
 During the year under review., the turnover of the Company has
 marginally decreased to Rs. 12 Crores as compared to last years
 turnover of Rs. 12.38 Crores and the Company has made a profit of
 Rs.7.30 Lacs as compared to the Loss of Rs.3.24 Lacs in the previous
 year.
 
 DIVIDEND
 
 Your Directors regret their inability to recommend any dividend for the
 year under consideration due to heavy accumulated losses.
 
 BULK DRUG PROJECT
 
 As informed earlier, the Company has taken some initiative to start the
 Bulk Drug Project, but it struggled due to inadequacy of finance and on
 account of time and cost overrun.
 
 RECOVERY SUIT FILED BY DENA BANK
 
 As informed earlier, the claim fied by Dena Bank amounting to
 approximately Rs. 6.63 Crore plus interest thereon in the Debt Recovery
 Tribunal, Mumbai is still pending.
 
 PUBLIC DEPOSITS
 
 During the year under review, your Company has not accepted any
 deposits under the provisions of Section 58A of the Companies Act, 1956
 and the rules made there under.
 
 MANAGEMENT DISCUSSION & ANALYSIS
 
 Industry Environment
 
 According to a survey conducted by ASSOCHAM. Indian pharmaceutical
 exports have a potential to grow around 18 percent in .  the next two
 years to take its total export volume to about Rs 30,000 crore from the
 exports volumes of Rs 15,500 crore in 2003- 2004.
 
 Consumer spending on healthcare is expected to rise to 13 per cent of
 GDP by 2015. Furthermore, internationally operating Indian Companies
 have seen healthy growth of their exports into Western markets. Indian
 players too have started acquiring assets in Europe and the United
 States with an intention to scale up their presence in these markets.
 The growth also has spurred players in the Indian pharmaceutical
 industry to explore newer avenues of drug research, discovery and
 development, promising higher capital investments in the near future.
 There have been several new collaborations with the aim of research and
 discovery between Indian and non Indian pharmaceutical companies, some
 of which are Mergers and Amalgamations.
 
 Many Multinational Companies have increased their spending in India to
 conduct clinical trials and research, either by establishing own
 Research and Development units or commissioning Contract Research
 Organisations (CROs). Pharmaceutical research, manufacturing and
 outsourcing have received an impetus in the country, creating the image
 of a land of opportunities in the pharmaceutical space.  *
 
 Segment-wise performance
 
 Your Company only operates in this one segment.
 
 Opportunities, Threats, Risks and Concerns
 
 The Indian pharmaceutical industry is growing consistently and is.
 expected to do so also in future. Quality of products will improve, as
 is evident from the recent publication of the new Indian Pharmacopeia
 and the activities of the Drugs Controller of India against irrational
 combinations and counterfeits. We wish that these initiatives, which
 will lead to a safer healthcare environment for patients, will be
 followed up in a transparent and rational way.
 
 India with a population of over a billion is a largely untapped market.
 In fact the penetration of modern medicine is less than 30% in India.
 Improving accessibility of healthcare services and products to patients
 in smaller towns constitutes a major opportunity.  For the
 pharmaceutical industry in India the National Pharmaceuticals Policy
 still represents a major threat. We regard price monitoring as a
 better option, balancing affordability and investments into continuous
 improvements of product quality. Another major concern relates to the
 recent developments in the post product-patent regime. Unfortunately,
 for India the patent regime needs to be challenged looking at the
 limited amounts of patents granted and patents being opposed.
 
 Your Company will also pursue new opportunities and will ensure
 adequate internal preparedness to take maximum advantage of such
 opportunities going forward. 
 
 INTERNAL CONTROL SYSTEM
 
 The Company has installed an adequate system of internal controls in
 all spheres of its activity, the Management regularly reviews the.
 internal controls and takes appropriate steps to implement the
 suggestions and observations.
 
 HUMAN RESOURCES
 
 As on March 31, 2008, the Company had 1 employee on its rolls. There
 have been very cordial relations between the employees and the
 management.  
 
 OUTLOOK
 
 With the various initiatives taken by the Company to re-formulate its
 business policy, which is regularly reviewed by the Board of Directors,
 and the implementation of cost control measures, the Company looks
 forward to a favourable year.
 
 CORPORATE GOVERNANCE
 
 The Company has complied with all mandatory requirements as prescribed
 under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited
 (BSE).
 
 A separate section on Corporate Governance forms part of the Annual
 Report. A certificate regarding compliance of conditions of Corporate
 Governance as stipulated under clause 49 of the Listing Agreement forms
 part of the Annual Report.
 
 DIRECTORS
 
 As per the Articles of Association of the Company. Shri Jayendra H
 Sheth, retires by rotation and being eligible, offers himself for
 re-appointment, which your Directors consider to be in the interests of
 the Company and therefore commend it for your approval.  
 
 Brief profile of Shri Jayendra H Sheth is provided elsewhere in this
 Annual Report as additional information.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956. the Directors
 based on the representations received from the Operating Management
 confirm that, to the best of their knowledge -
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 ii) the Directors have selected such accounting policies and applied
 them consistently and made judgments 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 of
 the Company for the year under review;
 
 iii) the Directors have taken proper and sufficient care to the best of
 their knowledge and ability 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;
 
 iv) the Directors have prepared the accounts on a going concern basis.
 
 AUDIT COMMITTEE
 
 The Audit Committee comprises of Mr. Chandrakant Chokshi (Chairman).
 Mr. Jayendra Sheth, and Mr. Kamlesh Khokhani. all being Non-Executive
 Directors. The Audit Committee met 5 (five) times during the year under
 review.
 
 AUDITORS
 
 The auditors M/s. Dharmesh M. Kansara & Associates, Chartered
 Accountants, will retire as statutory auditors of the Company at the
 conclusion of ensuing Annual General Meeting and being eligible, offer
 themselves for re-appointment. A certificate has been obtained from
 them to the effect that the appointment, if made will be in accordance
 with the limits specified in sub-section (1B) of Section 224 of the
 Companies Act, 1956. The Audit Committee and your Board recommended
 their re-appointment.
 
 Explanation pursuant to Section 217(3) of the Companies Act, 1956 :
 
 The Company initially planned to start Bulk Drug Project but due to
 severe handicaps including lack of financial support, the Company was
 unable to start the operations. However, in view of continuous
 negotiations for finance with various banks, financial institutions and
 other parties, the Board of Directors is hopeful that the Company will
 be able to start the Bulk Drug Project. As far as outstanding bank
 loans are concerned the Board of Directors is hopeful that Company will
 get favourable judgement for cases filed with Debt Recovery Tribunal.
 Mumbai. Hence the accounts of the Company are prepared on going concern
 basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 In view of the nature of activities which are being carried on by the
 Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988, concerning conservation
 of energy and technology absorption respectively arc not applicable to
 the Company.
 
 There were no foreign exchange earnings and outgoing during the year
 under review.
 
 PARTICULARS OF EMPLOYEES
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules, 1975 is not given, as there
 were no employees drawing remuneration prescribed under the said
 section.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their sincere appreciation of
 the assistance and support extended by customers, financial
 institutions, banks, vendors. Government and other associated with the
 activities of the Company.
 
 
                            For and on behalf of the Board of Directors
 
                                                               sd/-
                                                       Kalpesh Khokhani
                                           Chairman & Managing Director
 Place : Mumbai
 Date  : 30/06/2008
Source : Dion Global Solutions Limited
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