13th annual report 2014-15 - bombay stock …...13th annual report 2014-15 2 notice notice is hereby...

13th Annual Report

2014-15

Saamya Biotech (India) Ltd.

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SAAMYA BIOTECH (INDIA) LIMITED(CIN: L24239AP2002PLC039449)

BOARD OF DIRECTORS:

Name of the Director DIN DesignationDr. Yala Manivardhan Reddy 01368438 Managing Director & CEO

Dr. Yala Sonia Reddy 00166243 Whole time Director & CFO

Dr. P. Naveen Chandar Reddy 02203603 Director

Mr. Pannala Suresh Reddy 02242819 Director

Mr. KishanKumar Srishankar Jha 05211991 Additional Director

REGISTERED OFFICE:Flat No.104-106, Lumbini Enclave,Punjagutta, Hyderabad 500 082,Telangana, India.Ph. No. : 040-23393099,Fax: 040-23397099,E Mail ID: [email protected],Website: www.saamyabiotech.com

COMPLIANCE OFFICER:Mr. M. Bhavani Shankar,Manager-Administration,E-mail ID: [email protected]

STATUTORY AUDITORS:M/s. P. Murali and Co.,Chartered Accountants, 6-3-655/2/3,Somajiguda, Hyderabad-500082,Telangana, India,Phone: 040-2332 6666Fax No. 040-2339 2474

SECRETARIAL AUDITOR:S. ChidambaramCompany Secretary in practice6-3-855/10/A, Flat No 4A,Sampathji Apartments,Lane opp to Green Park Hotel,Near Niraj Public School,Ameerpet, Hyderabad 500 016,Telangana, India

BANKERS:Indian Overseas Bank,Bank Street, Koti, HyderabadSyndicate Bank,Somajiguda Branch, HyderabadThe Lakshmi Vilas Bank,Bank Street, Hyderabad

SHARE TRANSFER AGENTS:M/s Aarthi Consultants Private Limited, 1-2-285,Domalguad, Hyderabad 500 029,Ph Nos. 040-27634445, 27638111Fax No. 040-27632184,Email : [email protected]

LISTING AT STOCK EXCHANGES &STOCK CODESBombay Stock Exchange Ltd., Mumbai.-532905Madras Stock Exchange Limited, ChennaiISIN: INE320H01019

BOARD COMMITTEES:

AUDIT COMMITTEE:Dr. P. Naveen Chandar Reddy, Chairman, MemberDr. C. Naveen Reddy*, MemberMr. P. Suresh Reddy, MemberMr. Kishankumar Srishankar Jha#, MemberDr. Y. Manivardhan Reddy#, Member

HUMAN RESOURCES, NOMINATION &REMUNERATION COMMITTEE:Dr. C. Naveen Reddy*, Chairman, MemberDr. P. Naveen Chandar Reddy#, Chairman, MemberMr. P. Suresh Reddy, MemberMr. Kishankumar Srishankar Jha#, Member

SHAREHOLDERS’ AND INVESTORS’GRIEVANCE COMMITTEE:Dr. Y. Manivardhan Reddy, Chairman, MemberDr. P. Naveen Chandar Reddy, MemberDr. C. Naveen Reddy*, MemberMr. Kishankumar Srishankar Jha#, Member

ETHICS & COMPLIANCE COMMITTEE:Dr. P. Naveen Chandar Reddy, Chairman, MemberDr. C. Naveen Reddy*, MemberMr. P. Suresh Reddy#, Member

* upto July 6, 2015# With effect from July 6, 2015

13th Annual Report 2014-15

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NOTICE

NOTICE is hereby given that the Thirteenth (13th) Annual General Meeting of the Companywill be held on Wednesday, the 30th Day of September, 2015 at 3.15 P.M. at SundarayyaVignana Kendram Mini Hall, (D. Komarayya Hall), 1-8-1/B/25/A, Bagh Lingampally,Hyderabad – 500 004 to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 andthe Profit and Loss Account for the year ended as on that date and the Reports of theBoard of Directors and the Auditors thereon.

2. To ratify the appointment of M/s. P. Murali & Co., Chartered Accountants, Hyderabad asAuditors of the Company to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of the next Annual General Meeting and to fix their remuneration

Special Business

3. Appointment of Mr. KishanKumar Srishankar Jha (DIN: 05211991), as Director of theCompany. To consider and if thought fit, to pass, with or without modifications, thefollowing resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there underread with Schedule IV to the Act, as amended from time to time, Mr. KishanKumarSrishankar Jha (DIN: 05211991) who was appointed by the Board of Directors as anAdditional Director of the Company w.e.f 18th November 2014 and who holds office uptothe date of this Annual General Meeting of the Company in terms of Section 161 of theCompanies Act, 2013 (“Act”) and in respect of whom the Company has received anotice in writing from a Member under Section 160 of the Act proposing his candidaturefor the office of Director of the Company, be and is hereby appointed a Director of theCompany”.

4. To re-appoint Dr. Yala Manivardhan Reddy, DIN: 01368438, as the Managing Director& Chief Executive Officer and in this regard to consider and, if thought fit, to pass with orwithout modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 196, 197 & 203 read withSchedule V and other applicable provisions, if any, of the Companies Act, 2013 (“theAct”), The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 (including any statutory modifications or re-enactment(s) thereof for the timebeing in force), the consent of the Company be and is hereby accorded to the re-appointment and remuneration of Dr. Yala Manivardhan Reddy, DIN: 01368438, as theManaging Director & Chief Executive Officer of the Company for a further period of fiveyears with effect from 5th September, 2015, upon the terms and conditions (including theremuneration to be paid in the event of loss or inadequacy of profits in any financial yearduring the aforesaid period) as mutually agreed between the MD & CEO and Board ofDirectors (which term shall be deemed to include any duly authorized committee thereoffor the time being exercising the power conferred on the Board by this Resolution) toalter and vary the terms and conditions of the said Appointment in such manner as itmay deem fit and as may be agreed to between the Board of Directors and Dr. YalaManivardhan Reddy and for this purpose the Board be and is hereby authorized to doall such acts, deeds, matters and things as may be considered necessary.”


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5. To re-appoint Dr. Yala Sonia Reddy, DIN: 00166243, as the Whole Time Director &Chief Financial Officer and in this regard to consider and, if thought fit, to pass with orwithout modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 196, 197 & 203 read withSchedule V and other applicable provisions, if any, of the Companies Act, 2013 (“theAct”), The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 (including any statutory modifications or re-enactment(s) thereof for the timebeing in force), the consent of the Company be and is hereby accorded to the re-appointment and remuneration of Dr. Yala Sonia Reddy, DIN: 00166243, as the WholeTime Director & Chief Financial Officer of the Company and designated as Chairman &Whole Time Director for a further period of five years with effect from 5th September,2015, upon the terms and conditions (including the remuneration to be paid in the eventof loss or inadequacy of profits in any financial year during the aforesaid period) asmutually agreed between the WTD & CFO and Board of Directors (which term shall bedeemed to include any duly authorized committee thereof for the time being exercisingthe power conferred on the Board by this Resolution) to alter and vary the terms andconditions of the said Appointment in such manner as it may deem fit and as may beagreed to between the Board of Directors and Dr. Yala Sonia Reddy and for thispurpose the Board be and is hereby authorized to do all such acts, deeds, matters andthings as may be considered necessary.”

6. To Increase in the Authorized Share Capital of the Company:

To consider and if thought fit, to pass with or without modification[s], the followingResolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 61(1)(a), and all the otherapplicable provisions, if any, of the Companies Act, 2013, the Authorized Share Capitalof the company be and is hereby increased from Rs. 35,00,00,000 (Rupees Thirty FiveCrores Only) divided into 3,50,00,000 [Three Crores Fifty Lakhs Shares] Equity sharesof Rs. 10/- each to Rs. 120,00,00,000 (Rupees One Hundred Twenty Crores only)divided into 12,00,00,000 [Twelve Crores] Equity Shares of Rs. 10/- [Rupees Ten only]each.

FURTHER RESOLVED THAT the existing clause V of Memorandum of Association ofthe company be deleted by substituting in its place and instead the following clause asnew clause V:

V. “The Authorised Share Capital of the company is Rs. 120,00,00,000(Rupees OneHundred Twenty Crores only) divided into 12,00,00,000[Twelve Crores] Equity sharesof Rs. 10/- [Rupees Ten only] each. with the rights, privileges and conditions attachingthere to as are provided in the Articles of Association of the Company with the power toincrease and reduce the capital of the Company and to divide the shares in the capitalfor the time being into several classes and to attach thereto respectively such preferential,deffered, qualified or special rights, privileges, or conditions as may be determined by orin accordance with the Articles of Association of the Company for the time being andvary, modify or abrogate any rights, privileges or conditions in such manner as may bepermitted by the Companies Act, 2013, or provided in the Articles of Association of theCompany for the time being


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RESOLVED FURTHER THAT the Board of Directors of the Company or the committeethereof be and hereby authorized to do perform and execute all such acts, matters,deeds and things as it may necessary, expedient, usual or proper to give effect to thisresolution, including but not limited to filing of necessary forms with the Registrar ofCompanies and to comply with all other requirements in this regard and for any mattersconnected herewith or incidental hereto.”

7. Alteration of Articles of Association:


“RESOLVED THAT pursuant to the provisions of Section 14 and all the other applicableprovisions , if any of the Companies Act, 2013, the Articles of Association of the Companybe and are hereby altered by substituting the existing Article [3] by the following Article[3a]:

Article [3a] “The Authorized Share Capital of the Company is Rs. 120,00,00,000 (RupeesOne Hundred Twenty Crores Rupees only]” divided into 12,00,00,000 [Twelve Crores]Equity Shares of Rs 10 each [Rupees Ten only]

8. To Increase in Borrowing Powers from the Existing limits of INR [.] Crores to INR 200Crores.

To consider and, if though fit, to pass the following resolution as a Special Resolution:

“Resolved Further That” in supersession of the earlier resolution passed at the generalmeeting held on and pursuant to Section 180(1)(c) and all other enabling provisions ofthe Companies Act, 2013, or any other law for the time being in force (including anystatutory modification or amendment thereto or re-enactment thereof for the time beingin force) and in terms of Articles of Association of the Company, the consent of theCompany be and is hereby accorded to the Board of Directors of the Company(hereinafter referred to as the “the Board”) for borrowing from time to time any sum orsums of moneys on such terms and conditions and with or without security as the Boardof Directors may deem fit which, together with the moneys already borrowed by theCompany (apart from temporary loans obtained from the Company’s Bankers in theordinary course of business) may exceed the aggregate for the time being for the paidup capital of the company and its free reserves, that is to say reserves not set apart forany specific purpose, provided that the total amount of money/moneys so borrowedshall not exceed INR 200 Crores (Rupees Two hundred Crores Only).

“RESOLVED FURTHER THAT the Board or any of its duly constituted committee beand is hereby authorized to do and perform all such acts, deeds and things and to takeall steps as may be considered necessary, proper and expedient to carry on thepurpose of this resolution.”

9. To Raise Additional Funds not exceeding INR 100 Crores through QIP/ Warrants/FCCBs/ FCEBs/Private Placements/GDRs.



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“RESOLVED THAT pursuant to the provisions of Section 62(1)(C) and any otherapplicable provisions, if any, of the Companies Act, 2013 including any statutorymodification(s) or re-enactment(s) thereof for the time being in force, any other applicablelaws, Regulations, policies or guidelines, the provisions of the Memorandum and Articlesof Association of the Company and the Securities and Exchange Board of India (Issueof Capital and Disclosure Requirements) Regulations, 2009, (the “SEBI ICDRRegulations”), Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011 (“SEBI TAKEOVER REGULATIONS”) andamendments thereto the regulations/guidelines, if any, prescribed by the Reserve Bankof India (“RBI”), the Foreign Investment Promotion Board (“FIPB”), the Securities andExchange Board of India (“SEBI”), the Government of India (“GoI”) and all other relevantstatutory, Governmental authorities or departments, Institutions or Bodies in this regard(collectively, the “Appropriate Authorities” and individually, the “Appropriate Authority”)and the Listing Agreement entered into by the Company with the BSE Limited (the“Stock Exchange”) and subject to such terms and conditions or modifications theretoas may be prescribed or imposed by any of them while granting such approvals,consents, sanctions and permissions as may be necessary or which may be agreed toby the Board of Directors of the Company (the “Board” which term shall be deemed toinclude any committee thereof for the time being exercising the powers conferred on theBoard by this resolution), to create, offer, issue and allot, from time to time, in one ormore tranches, through a public issue, private placement and / or any other nature ofofferings as may be permitted under applicable laws, equity shares of the Companyand/or any instrument convertible into equity shares, whether optionally or otherwise inthe course of domestic and / or international offerings, Foreign Currency ConvertibleBonds (“FCCBs”), Global Depository Receipts (“GDRs”), American Depository Receipts(“ADRs”), securities with warrants including any instruments or securities representingeither equity shares and/or convertible securities or securities linked to equity shares orequity shares/fully convertible debentures/partly convertible debentures or non-convertible debentures along with warrants or any securities other than warrants,which are convertible or exchangeable with equity shares at a later date, or a combinationof the foregoing, whether rupee denominated or denominated in one or more foreigncurrency/ies, in registered or bearer form, secured or unsecured, listed on a recognizedStock Exchange/s in India or Overseas (hereinafter referred as (“Issue of Securities /Securities”), including but not limited to Qualified Institutional Buyers as defined underthe ICDR Regulations, whether domestic investors / foreign investors through QualifiedInstitutions Placement (“QIP”), resident and / or permitted non-resident investors, whetherinstitutions and/or incorporated bodies and/or individuals or otherwise and whether ornot such investors are shareholders of the Company, foreign institutional investors andnon-resident Indians, for an amount not exceeding INR 100 Crores (Rupees OneHundred Crores only) (the “Issue”) through a Offering Circular/Information Memorandumplacement documents / offer document and / or prospectus and / or offer letter and / oroffering circular, from time to time, in one or more combination, as may be deemedappropriate by the Board, such issue and allotment to be made at such time or times, inone or more tranches, at such price or prices, as may be decided by and deemedappropriate by the Board as per applicable laws including the discretion to determine thecategories and combination of investors to whom the offer, issue and allotment shall bemade considering the prevailing market conditions and other relevant factors andwherever necessary in consultation with lead manager(s), financial advisor(s),underwriter(s), legal advisor(s) and / or any other agency, as the Board may in itsabsolute discretion may deem fit and appropriate.


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RESOLVED FURTHER THAT in addition to all applicable Indian laws, the Issue ofSecurities in pursuance of this Resolution shall also be governed by all applicable lawsand regulations of any jurisdiction outside India where they are listed or proposed to belisted or that may in any other manner apply to such Securities or provided in the termsof their issue.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allotsuch number of new securities as may be required, including issue and allotment ofequity shares upon conversion of any new securities or as may be necessary inaccordance with the terms of the offer, all such equity shares rank paripassu inter-seand with the then existing equity shares of the Company in all respects.

RESOLVED FURTHER THAT the Board be and is hereby authorised to engage, appointand to enter into and execute all such agreement(s)/ arrangement(s)/ MoUs/placementagreement(s)/Share Subscription Agreement(s)/any other agreements or documentswith any consultant(s), lead manager(s), co-lead manager(s), manager(s), advisor(s),registrar(s), authorised representative(s), legal advisor(s) / counsel(s), merchantbanker(s), underwriter(s), custodian(s), stabilizing agent(s) and all such advisor(s),professional(s), intermediaries and agencies as may be required or concerned in suchofferings of Securities and to remunerate them by way of commission, brokerage, feesand such other expenses as it deems fit and permissible, and to authorise any Director(s)or any Officer(s) of the Company, severally, to sign for and on behalf of the Company,offer document(s), arrangement(s), application(s), authority letter(s), or any other relatedpaper(s)/ document(s), give any undertaking(s), affidavit(s), certification(s),declaration(s) including without limitation the authority to amend or modify suchdocument(s) in relation to the aforesaid Issue of Securities.

RESOLVED FURTHER THAT the Board shall have all powers and authority to modify,amend, alter, reapply, redo, make necessary changes, approach and to do all requisitefilings/resubmission of any document(s) and other compliances and to do all such actsand deeds that are necessary to comply with the terms and conditions subject to suchapproval/s, sanction/s, permission/s, consent/s etc. would be provided by the StockExchange(s), SEBI, FIPB, RBI and any other Appropriate Authority/ies, without beingrequired to seek any further approval of the Members and that the Members shall bedeemed to have given their approval thereto for all such acts, deeds, matters and/orthings, expressly by the authority of this Resolution.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue andallotment of Securities, as aforesaid the Board or committee duly authorised by theBoard be and is hereby authorized on behalf of the Company to do all such acts, deeds,matters and things as it may in its absolute discretion deem necessary, desirable orexpedient including fixing of record dates or book closure, deciding on the issue price,issue opening and closing dates and to settle any questions, difficulties or doubts thatmay arise in regard to any such offer, issue and allotment.

10. To increase the limit for investment by Foreign Institutional Investors (FIIs) To considerand if thought fit, to pass with or without modification, the following resolution as a SpecialResolution:

“RESOLVED THAT pursuant to applicable provisions of the Foreign ExchangeManagement Act, 1999 (FEMA), the Companies Act, 2013 and all other applicable rules,


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regulations, guidelines and laws (including any statutory modification or re-enactmentthereof for the time being in force) and subject to all applicable approvals, permissionsand sanctions and subject to such conditions as may be prescribed by any of theconcerned authorities while granting such approvals, permissions, sanctions whichmay be agreed to by the Board of Directors (hereinafter referred to as “the Board”), ofthe Company and/or a duly Authorised Committee thereof for the time being exercisingthe powers conferred by the Board, the consent of the shareholders be and is herebyaccorded for investment by Foreign Institutional Investors including their sub-accounts(hereinafter referred to as the “FIIs”), in the shares or debentures convertible intoshares of the Company, by purchase or acquisition from the market under the PortfolioInvestment Scheme under FEMA, subject to the condition that the total holding of all FIIsput together shall not exceed 80% of the paid-up equity share capital of the Company asmay be applicable or such other maximum limit as may be prescribed from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts, deeds, matters and things and execute all documents orwritings as may be necessary, proper or expedient for the purpose of giving effect tothis resolution including intimating the concerned authorities or such other regulatorybody and for matters connected therewith or incidental thereto including delegating all orany of the powers conferred herein to any Committee of Directors or any Director orOfficer of the Company.

By Order of the Board

Dr. Y. Manivardhan ReddyManaging Director

Place: HyderabadDate: 05.09.2015


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Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE ON HIS BEHALF AND SUCHPROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENTAPPOINTING A PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICEOF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE MEETING. AND PROXY NEED NOT BE A MEMBER OFTHE COMPANY.

2. Documents relating to any of the items mentioned in the Notice are open for inspectionat the Registered Office of the Company on any working day during the business hours.

3. The Register of Members and share transfer books will remain closed from Saturday19.09.2015 to Wednesday 30.09.2015 both days inclusive.

4. Members holding shares in physical form are requested to notify/send any change intheir address to the company’s share transfer Agents, or to the company at its registeredoffice transfer of shares, and request for demat of shares to our Registrar and ShareTransfer Agents.

5. The trading in the Company’s equity shares on the Stock Exchanges are permitted onlyin dematerialized form for all classes of investors. In view of numerous advantagesoffered by the depository system, members are requested to avail of the facility ofdematerialization of the Company’s equity shares held by them.

6 Members are requested to bring duly filled in Attendance Slip for attending the meeting.The Corporate Members are requested to attach the Certified True Extract of the BoardResolution duly authorizing their representative to attend this Annual General Meetingalong with the attendance slip.

7. The Register of Directors and Key managerial Personnel and their shareholding,maintained under section 170 of the Companies Act, 2013 will be available for inspectionby the members at the Annual General Meeting of the Company.

8. In compliance with the provisions of Section 108 of the Companies Act, 2013 and theRules framed there under, the Members are provided with the facility to cast their voteelectronically, through the e-voting services on all resolutions set forth in this Notice.The instructions for e-voting are as under:

v The security holders should log on to “www.evotingindia.com” during the duration(i.e Sunday, 27th September, 2015 and ends on Tuesday 29th September, 2015) ofthe voting period and cast their votes for the resolutions on the e-Voting System.

The instructions for members for voting electronically are as given in Annexure A

Explanatory Statements pursuant to Section 102 of the Companies Act, 2013 relatingto the business set out in the accompanying Notice.

Item No.3

Appointment of Mr. KishanKumar Srishankar Jha (DIN: 05211991), as Director of theCompany

Pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 (“Act”) Mr.KishanKumar Srishankar Jha (DIN: 05211991) was appointed by the Board of Directorsas an Additional Director of the Company w.e.f 18th November 2014 and who holds


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office upto the date of this Annual General Meeting of the Company in terms of Section161 of the Companies Act, 2013 (“Act”) and in respect of whom the Company hasreceived a notice in writing from a Member under Section 160 of the Act proposing hiscandidature for the office of Director of the Company. Mr. Kishan Kumar Srishankar Jhahas More than 15 years of experience in the areas of Investment Banking, ManagementConsulting, Corporate Finance and Distribution of Financial Products etc.,

The above resolution at item no.3 is submitted to the meeting for the approval by themembers of the Company. The Board of Directors re-commends the above resolutionat item no.3 for the members’ approval in the Annual General Meeting

None of the Directors and Key Managerial Persons of the Company is concerned orinterested in this resolution.

Item No.4

Dr Y. Manivardhan Reddy is a Promoter Director and presently acting as ManagingDirector of the Company. Since inception, he steered the Company with total dedication,hard work and effective leadership into diversified activities, resulting in the growth ofthe Company’s operations.

The Board reviewed the performance achieved by the Company during the year underreview and appreciated the management for their untiring efforts in achieving theexponential growth.

The above resolution at item no.4 for re-appointment of Dr Y. Manivardhan Reddy asManaging Director & CEO for a period of five years w.e.f 5th September 2015 is submittedto the meeting for the approval by the members of the Company. The Board of Directorsre-commends the above resolution at item no.4 for the members’ approval in the AnnualGeneral Meeting

Except Dr. Y Sonia Reddy, Whole-time Director & CFO, none of the Directors and KeyManagerial Persons of the Company is concerned or interested in this resolution.

Item No.5

Dr Y. Sonia Reddy is a Promoter Director of the Company. The Board reviewed theperformance achieved by the Company during the year under review and appreciatedthe management for their untiring efforts in achieving the exponential growth.

The above resolution at item no.5 for re-appointment of Dr Y. Sonia Reddy as Whole-Time Director & CFO for a period of five years w.e.f 5th September 2015 is submitted tothe meeting for the approval by the members of the Company. The Board of Directorsre-commends the above resolution at item no.5 for the members’ approval in the AnnualGeneral Meeting

Except Dr Y. Manivardhan Reddy, Managing Director & CEO, none of the Directors andKey Managerial Persons of the Company is concerned or interested in this resolution.

Item No.6

To increase the Authorised Share Capital of the Company under Section 61[1][a] of theCompanies Act, 2013.

Your Company has been constantly pursuing various growth opportunities and exploringthe possibilities of developing its core areas and would like to further expand anddiversify its business interests by implementing new initiatives. The expansion and


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diversification and implementation of new initiatives requires huge and constantdeployment of funds, it proposes to increase its Authorised Share Capital of the Companyfrom Rs. 35,00,00,000[Rupees Thirty Five Crores only], comprising 3,50,00,000[ThreeCrores Fifty Lakhs ]Equity Shares of Rs10/- each to Rs. Rs. 120,00,00,000 [RupeesOne Hundred Twenty Crores Rupees Only], comprising 12,00,00,000 [Twelve Crores]Equity Shares of Rs 10/-[Rupees Ten Only] each as the company proposes to expandits Business Activities which requires additional capital.

In view of the expansion activities of the company the company proposes to increase itsexisting capital base by offering further shares to the existing shareholders to apply forinvestment in Equity Capital of the company. The proposed Resolution(s) requires theapproval of shareholders.



Item No. 7

To amend the Articles of Association of the Company under Section 14 of the CompaniesAct, 2013 by the substitution of Article [3a] in place of the existing Article [3] of theArticles of Association.

Your Company’s Authorised Share Capital of the Company is proposed to be increasedfrom 35,00,00,000 [Rupees Thirty Five Crores] divided into 3,50,00,000 [Three CroresFifty Lakhs] shares of Rs 10[ Rupees Ten only] up to 120,00,00,000[One HundredTwenty Crores Rupees Only], divided into 12,00,00,000[Twelve Crores] shares of Rs10[ Rupees Ten only] each, the same change/ amendments has to be effected in therelevant clauses/Article[ Article 3a] of the Articles of Association of the Companyaccordingly.



Item No. 8

Pursuant to the provisions of Section 180(1) (c) of the Companies Act, 2013, the Boardof Directors of the Company, with the approval of the Shareholders, proposed toincrease the borrowing powers from the existing limit of INR [.] Crores to INR200 Crores, which was in excess of the aggregate of paid-up capital and free reservesof the Company keeping in view of the Company’s business requirements and itsgrowth plans, it is considered appropriate to increase the aforesaid limit of borrowings.Your consent is therefore sought to authorize the board to borrow up to INR 200 Crores,(Rupees Two Hundred Crores Only) (apart from temporary loans obtained from theCompany’s bankers in the ordinary course of business) as outstanding, at any time asset out in the resolution.


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The Proposed Resolutions require approval of the shareholders.



Item No 9.

To Raise Additional Funds not exceeding INR 100 Crores through QIP/ Warrants/FCCBs/ FCEBs/Private Placements/GDRs for further overseas business tieups andfuture expansion plans for the company.



Item No. 10

Your company proposes to raise funds in the International markets by issuance ofSecurities to support, sustain and supplement a host of business activities as stated inItem 3 of the Notice.

Considering the proposed size of the issue, your company envisages substantial supportfrom the Foreign Institutional Investors [FIIs] as registered with SEBI. Upon suchsubscription to be raised through issuance of Securities in the International Market tothe FIIs, the limit of FIIs investment in the company is extended up to 80%.

Your Company is therefore would be seeking the Requisite approvals, consents,permissions as may be required from the appropriate Regulatory Authorities/ Bodies,including Reserve Bank of India under Foreign Exchange Management Act, 1999[FEMA]and the Foreign Exchange Management ( Transfer or Issue of Security by a PersonResident outside India) Regulations, 2000 and SEBI with respect to specified resolution.







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ANNEXURE A

In case of members receiving e-mail:

(i) The voting period begins at 10.00 a.m. on 27th September, 2015 and ends on 29th

September, 2015 at 5.00 p.m. During this period shareholders’ of the Company,holding shares either in physical form or in dematerialized form, as on the cut-off date 18th September, 2015 may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registeredwith the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)·

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of theirname and the 8 digits of the sequence number in the PAN field.·

In case the sequence number is less than 8 digits enter the applicablenumber of 0’s before the number after the first two characters of thename in CAPITAL letters. Eg. If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in dd/mm/yyyy format.

Enter the Dividend Bank Details as recorded in your demat account or inthe company records for the said demat account or folio.·

Please enter the DOB or Dividend Bank Details in order to login. If thedetails are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field asmentioned in instruction (iv).

DividendBankDetails


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(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selectionscreen. However, members holding shares in demat form will now reach ‘PasswordCreation’ menu wherein they are required to mandatorily enter their login password inthe new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible tovote, provided that company opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmostcare to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-votingon the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant “SAAMYA BIOTECH (INIDA) LIMITED” on whichyou choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against thesame the option “YES/NO” for voting. Select the option YES or NO as desired. Theoption YES implies that you assent to the Resolution and option NO implies that youdissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolutiondetails.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If you wish to confirm your vote, click on “OK”, elseto change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modifyyour vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print”option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User ID andthe image verification code and click on Forgot Password & enter the details asprompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) andCustodian are required to log on to www.evotingindia.com and registerthemselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to [email protected].

After receiving the login details a compliance user should be created using theadmin login and password. The Compliance user would be able to link theaccount(s) for which they wish to vote on.


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The list of accounts should be mailed to [email protected] andon approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian, if any, should be uploaded in PDFformat in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.com, under help section or write an email [email protected].

Other Information in relation to e-voting

The e-voting period commences on Sunday, 27th September, 2015 and ends onTuesday 29th September, 2015. During this period, Members of the Company, holdingshares or in dematerialized form, as on 18th September, 2015, may cast their voteelectronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Voting rights at the AGM: The voting rights of Members shall be in proportion to theirshares of the paid up equity share capital of the Company as on September 18th , 2015(Book Closure).

The Board Appointed Mr. Manish Kumar Singhania, Company Secretary in Practiceas the Scrutinizer, to scrutinize the e-voting process in a fair and transparent manner.

The Scrutinizer shall, within a period not exceeding three working days from theconclusion of the e-voting period, unblock the votes in the presence of at least twowitnesses not in the employment of the Company and make a Scrutinizer’s Report ofthe votes cast in favour or against, if any, forthwith to the Chairman of the Company.

Members who acquired the shares after dispatch of Balance Sheet and before theBook Closure date have the option to request for physical copy of the Annual Reportby sending an e-mail to [email protected] / [email protected] bymentioning their Folio / DP ID and Client ID No or down load the Annual Reportavailable at Company’s website (www.saamyabiotech.com).


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DIRECTORS’ REPORTToThe Members,SAAMYA BIOTECH (INDIA) LIMITED.

The Board of Directors take pleasure in presenting their Report along with the AuditedAccounts of the Company for the year ended 31stMarch, 2015.

(In Rupees)

Particulars 2014-15 2013-14

Total Income 28,79,51,627.00 13,36,57,920.00

Expenditure 28,53,18,453.00 13,09,48,191.00

Operating Profit / (Loss) 26,33,173.00 27,09,729.00

Depreciation 99,61,006.00 11,84,728.00

Provision for Tax (5,39,937.00) 5,71,732.00

Net Profit / (Loss) (67,87,895.00) 9,53,270.00

DIVIDEND:

To maintain liquidity, your Directors have not recommended any dividend for the reportingperiod.

MANAGEMENT DISSCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with the Stock Exchanges is presented in aseparate section forming part of the Annual Report.

SUBSIDIARIES:

The company has no subsidiaries:

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits during the year within the meaning ofSection 76 of the Companies Act, 2013 and the Rules made there under.

DIRETORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Clause (c) of Subsection (3) of Section 134 of the CompaniesAct, 2013, the directors hereby confirm that:

In preparation of the annual accounts, the applicable Accounting Standards had beenfollowed along with proper explanation relating to material departures.

The Directors had selected such accounting policies and applied them consistently andmade Judgments and estimates that are reasonable and prudent so as to give a true


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and fair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.

The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities.

The Directors had prepared the annual accounts on a going concern basis.

The Directors had laid down internal financial controls to be followed by the companyand such internal financial controls are adequate and were operating effectively.

The Directors had devised proper systems to ensure the compliance of all applicablelaws and that such systems were adequate and operating effectively

CORPORATE GOVERNANCE:

Corporate governance, as required under amended Clause 49 of the listing Agreement withthe Stock Exchanges, a Certificate of Compliance of Corporate Governance from the companysecretary in whole time practice is annexed and forms part of this Directors Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on an arm’s length basis.During the year, the Company had not entered into any contract / arrangement / transactionwith related parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website:www.saamyabiotech.com

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company’s enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic, financial, credit, market, liquidity, security,property, IT, legal, regulatory, reputational and other risks have been identified and assessedand there is an adequate risk management infrastructure in place capable of addressingthose risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company managers, monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company’s management systems,organisational structures, processes, standards, code of conduct and behaviours togetherform the Risk Management System (RMS) that governs how the Group conducts thebusiness of the Company and manages associated risks

The Company has introduced several improvements to Integrated Enterprise RiskManagement, Internal Controls Management and Assurance Frameworks and processesto drive a common integrated view of risks, optimal risk mitigation responses and efficient


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management of internal control and assurance activities. This integration is enabled by allthree being fully aligned across Group wide Risk Management, Internal Control and InternalAudit methodologies and processes

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financialstatements. During the year, such controls were tested and no reportable material weaknessin the design or operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Y. Manivardhan Reddy desginated as MD & CEO, Dr. Y. Sonia Reddy desginated asChairman & CFO as per section 203 of Companies Act 2013 & the Company is in theprocess of appointing a qualified member of ICSI as company secreatary. The Companyhas received declarations from all the Independent Directors of the Company confirming thatthey meet the criteria of independence as prescribed both under the Act and Clause 49 of theListing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors,Board, Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

The Company had engaged consultant for looking at the best practices prevalent in theindustry and advising with respect to evaluation of Board members. On the basis ofrecommendations of the consultants and the Policy for performance evaluation of IndependentDirectors, Board, Committees and other individual Directors, a process of evaluation wasfollowed by the Board for its own performance and that of its Committees and individualDirectors.

The details of programmes for familiarisation of Independent Directors with the Company,their roles, rights, responsibilities in the Company, nature of the industry in which theCompany operates, business model of the Company and related matters are put up on thewebsite of the Company: www.saamyabioech.com

The following policies of the Company are attached herewith marked as Annexure IIIA andAnnexure IIIB:

a) Policy for selection of Directors and determining Directors independence; andb) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors:

M/s. P. Murali & Co, Chartered Accountants, Statutory Auditors of the Company, hold officetill the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.They have confirmed their eligibility to the effect that their re-appointment, if made, would bewithin the prescribed limits under the Act and that they are not disqualified for re-appointment.


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The Notes on financial statement referred to in the Auditors’ Report are self-explanatory anddo not call for any further comments. The Auditors’ Report does not contain any qualification,reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. S. Chidambaram, Practising Company Secretary, to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financialyear ended March 31, 2015 is annexed herewith marked as Annexure V to this Report. TheSecretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors and Executive Directors of whichmajority of them are independent. All the recommendations made by the Audit Committeewere accepted by the Board. For complete information please refer report on CorporateGovernance which forms part of this Annual Report

Meetings of the Board

Six Meetings of the Board of Directors were held during the year. For further details, pleaserefer report on Corporate Governance of this Annual Report.

PARTICULRS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN ANDSECURITIES PROVIDED

During the year your company did not make any Investments, give Loans and ProvideGuarantee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUT GO

The particulars relating to conservation of energy, technology absorption, foreign exchangeearnings and outgo, as required to be disclosed under the Act, are provided in Annexure VIto this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VII to thisReport.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There are No employees who fall within the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014,


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GENERAL

Your Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers,vendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company’sexecutives, staff and workers for and on behalf of the Board of Directors.





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ANNEXURES TO DIRECTORS REPORT

ANNEXURE I

Companies which became / ceased to be Company’s Subsidiaries, Joint Ventures orAssociate Companies:

1. Companies which have become subsidiaries during the financial year 2014-15: NIL2. Companies which ceased to be subsidiaries during the financial year 2014-15: NIL3. Companies Which have become Joint Venture/Associate Companies during the year

2014-15: NIL4. Companies Which Ceased to be Joint Venture/Associate Companies during the year

2014-15: NIL

ANNEXURE II

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year2014-15

As the company is running under recurring losses it does not qualify to conduct corporatesocial responsibility programmes as notified and required under section 135 of the companiesAct, 2013

ANNEXURE IIIA

Policy for Selection of Directors and determining Directors’ independence

1. Introduction

1.1 Saamya Biotech (India) Limited (SAAMYA) believes that an enlightened Board consciouslycreates a culture of leadership to provide a long-term vision and policy approach toimprove the quality of governance. Towards this, SAAMYA ensures constitution of aBoard of Directors with an appropriate composition, size, diversified expertise andexperience and commitment to discharge their responsibilities and duties effectively.

1.2 SAAMYA recognizes the importance of Independent Directors in achieving theeffectiveness of the Board. SAAMYA aims to have an optimum combination of Executive,Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Human Resources, Nomination andRemuneration Committee for identifying persons who are qualified to become Directorsand to determine the independence of Directors, in case of their appointment asindependent directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:


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3.1 “Director” means a director appointed to the Board of a company.

3.2 “Human Resources, Nomination and Remuneration Committee” means thecommittee constituted by SAAMYA’s Board in accordance with the provisions ofSection 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.3 “Independent Director” means a director referred to in sub-section (6) of Section149 of the Companies Act, 2013 and Clause 49(II) (B) of the Equity Listing Agreement.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Human Resources, Nomination and Remuneration (HRNR) Committee, and theBoard, shall review on an annual basis, appropriate skills, knowledge and experiencerequired of the Board as a whole and its individual members. The objective is to havea Board with diverse background and experience that are relevant for the Company’sglobal operations.

4.1.2 In evaluating the suitability of individual Board members, the HRNR Committee maytake into account factors, such as:

General understanding of the Company’s business dynamics, global business andsocial perspective;Educational and professional background Standing in the profession;Personal and professional ethics, integrity and values;Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

4.1.3 The proposed appointee shall also full fill the following requirements:

Shall possess a Director Identification Number;Shall not be disqualified under the Companies Act, 2013;Shall give his written consent to act as a Director;Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member, the Committee Meetings;Shall abide by the Code of Conduct established by the Company for Directors andSenior Management personnel;Shall disclose his concern or interest in any company or companies or bodiescorporate, firms, or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the CompaniesAct, 2013, Equity Listing Agreements and other relevant laws.

4.1.4 The HRNR Committee shall evaluate each individual with the objective of having agroup that best enables the success of the Company’s business


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4.2 Criteria of Independence

4.2.1 The HRNR Committee shall assess the independence of Directors at the time ofappointment / re-appointment and the Board shall assess the same annually. TheBoard shall re-assess determinations of independence when any new interests orrelationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Clause 49 ofthe Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than amanaging director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary orassociate company;

(ii) who is not related to promoters or directors in the company, its holding,subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiaryor associate company, or their promoters, or directors, during the two immediatelypreceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with thecompany, its holding, subsidiary or associate company, or their promoters, ordirectors, amounting to two per cent or more of its gross turnover or total incomeor fifty lakh rupees or such higher amount as may be prescribed, whichever islower, during the two immediately preceding financial years or during the currentfinancial year;

e. who, neither himself nor any of his relatives—(i) holds or has held the position of a key managerial personnel or is or has

been employee of the company or its holding, subsidiary or associatecompany in any of the three financial years immediately preceding the financialyear in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the threefinancial years immediately preceding the financial year in which he isproposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company,its holding, subsidiary or associate company amounting to ten per cent ormore of the gross turnover of such firm;


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(iii) holds together with his relatives two per cent or more of the total votingpower of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non profitorganisation that receives twenty-five per cent or more of its receipts fromthe company, any of its promoters, directors or its holding, subsidiary orassociate company or that holds two per cent or more of the total votingpower of the company; or

(v) is a material supplier, service provider or customer or a lessor or lesseeof the company

f. shall possess appropriate skills, experience and knowledge in one or more fieldsof finance, law, management, sales, marketing, administration, research, corporategovernance, technical operations, corporate social responsibility or otherdisciplines related to the Company’s business.

g. shall possess such other qualifications as may be prescribed, from time to time,under the Companies Act, 2013.

h. who is not less than 21 years of age

4.2.3 The Independent Directors shall abide by the “Code for Independent Directors” asspecified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise andexperience to contribute to effective Board performance. Accordingly, membersshould voluntarily limit their directorships in other listed public limited companies insuch a way that it does not interfere with their role as directors of the Company. TheHRNR Committee shall take into account the nature of, and the time involved in aDirector’s service on other Boards, in evaluating the suitability of the individualDirector and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not morethan 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companiesand not more than 3 Listed Companies in case he is serving as a Whole-timeDirector in any Listed Company.

4.3.4 A Director shall not be a member in more than10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders’Relationship Committee of all Public Limited Companies, whether listed or not, shall beincluded and all other companies including Private Limited Companies, Foreign Companiesand Companies under Section 8 of the Companies Act, 2013 shall be excluded


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ANNEXURE IIIB

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1 Saamya Biotech (India) Limited (SAAMYA) recognizes the importance of aligning thebusiness objectives with specific and measureable individual objectives and targets.The Company has therefore formulated the remuneration policy for its directors, keymanagerial personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable andsufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the workingof the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Human Resources, Nomination andRemuneration Committee for recommending to the Board the remuneration of thedirectors, key managerial personnel and other employees of the Company

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of the Company.

3.2 “Key Managerial Personnel” means

(I) the Chief Executive Officer or the managing director or the manager;(ii) the company secretary;(iii) the whole-time director;(iv) the Chief Financial Officer; and(v) such other officer as may be prescribed under the Companies Act, 2013

3.3 “Human Resources, Nomination and Remuneration Committee” means thecommittee constituted by SAAMYA’s Board in accordance with the provisions of Section178 of the Companies Act,2013 and Clause 49 of the Equity Listing Agreement.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Human Resources, Nomination andRemuneration (HRNR) Committee, shall review and approve the remuneration payable


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to the Executive Directors of the Company within the overall limits approved by theshareholders.

4.1.2 The Board, on the recommendation of the HRNR Committee, shall also review andapprove the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnelshall include the following components:

(i) Basic Pay(ii) Perquisites and Allowances(iii) Stock Options(iv) Commission (Applicable in case of Executive Directors)(v) Retiral benefits(vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives(Executive Committee) shall be reviewed by the HRNR Committee and AnnualPerformance Bonus will be approved by the Committee based on the achievementsagainst the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the HRNR Committee, shall review and approvethe remuneration payable to the Non- Executive Directors of the Company within theoverall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings ofthe Board and the Committees thereof. The Non- Executive Directors shall also beentitled to profit related commission in addition to the sitting fees.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and workexperience, competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile, skill sets, seniority, experience andprevailing remuneration levels for equivalent jobs.

ANNEXURE IV

As No employee Stock options remain expired your company is not providing anyinformation under this head.


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ANNEXURE V

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,SAAMYA BIOTECH (INDIA) LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisionsand the adherence to good corporate practices by SAAMYA BIOTECH (INDIA) LIMITED.Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returnsfiled and other records maintained by the company and also the information provided anddeclarations made by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit, I hereby report that in my opinion, the company has,during the audit period covering the financial year ended on 31st March, 2015 complied withthe statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject tothe reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by “the Company” for the financial year ended on 31st March, 2015 according tothe provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment, Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999;


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(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993 regarding the Companies Act and dealing withclient;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998;

(vi) Employees’ State Insurance Act, 1948 and Employees’ State Insurance (General)Regulations, 1950;

(vii) The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and TheEmployees’ Provident Funds Scheme, 1952;

(viii) The Payment of Bonus Act, 1965 and the Payment of Bonus Rules, 1965;

(ix) The Contract Labour (Regulation and Abolition) Act, 1970 and the Contract Labour(Regulation and Abolition) Central Rules, 1971;

(x) A.P. Shops and Establishment Act, 1988;

(xi) Income Tax Act, 1961 and rules made there under;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange

of India Limited;

During the period under review the Company has substantially complied with the provisionsof the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above.

I further report that The Board of Directors of the Company is duly constituted with properbalance of Executive Directors, Non-Executive Directors and Independent Directors. Thechanges in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act.

Majority decision is carried through while the dissenting members’ views are captured andrecorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws, rules, regulations and guidelines.

During the Audit it was observed that the company has posting the Financials statementalong with the Notice of AGM to the shareholders by ordinary post and the management hasexplained that the same is done in compliance of section 20 of the Companies Act, 2013.

During the period under review the Company has complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards, etc., mentioned above except the following:


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1. The company has not filed the Form MGT-14 for the Board meetings conducted on30.05.2014 for adoption of the Quarterly and financial Accounts for the year ended31.03.2014, 13.08.2014 for adoption of Financial Results for the Quarter Ended30.06.2014, 01.09.2014 for adoption of Directors Report.

2. The Company has noted the disclose of Interest in the Other companies as requiredunder section 184 of Companies Act, 2013 in the 2nd Board Meeting instead of 1stBoard Meeting.

3. Company has not filled the Income Tax Return as required under Income Tax Act.1961for the financial year 2013-14.

Place: Hyderabad Signature:Date: 05.09.2015 S. Chidambaram

Practicing Company SecretaryFCS No. 3935C P No. 2286

ANNEXURE VI

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earningsand Outgo required to be disclosed under section 134 of the Companies Act, 2013 read withCompanies (Accounts) Rules, 2014 are provided here under

A. Conservation of Energy

(i) The steps taken or impact o the conservation of energy: N.A(ii) The steps taken by the company for utilizing alternate sources of energy : N.A(iii) The capital investment on energy conservation equipments: N.A

B. Technology Absorption

Necessary Efforts made for Technology absorption

C. Foreign Exchange earnings and out go:

In accordance with the provisions of section 134(3) of the Companies Act, 2013, read withthe Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreignexchange earnings and out go is provided under notes to the Balance Sheet and Profit andLoss Account.

(i) Foreign exchange earnings : NIL(ii) Foreign Exchange out go : NIL





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ANNEXURE VII TO DIRECTOR’S REPORTForm No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended 31ST March 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L24239AP2002PLC039449

Registration Date 13/08/2002

Name of the Company Saamya Biotech (India) Limited

Category / Sub-Category of the Company Limited Company

Address of the Registered office 104-106, Lumbini Enclave,and contact details Panjagutta, Hyderabad –500 082,

Telangana, India.Email: [email protected]: +91-40-2339 3099Fax: +91-40-2339 7099

Whether listed company Yes

Name, Address and Contact details of M/s. Aarthi Consultants Pvt. Ltd.,Registrar and Transfer Agent, if any 1-2-285, Domalguda, Hyderabad-29.

Tel: (040) 27642217 / 27638111.Fax: (040) 27632184Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the companyshall be stated:-

Sl. No. Name and Description NIC Code of the % to total turnover ofof main products / services Product/ service the company

1 API’s Trading 99611730 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N0 NAME AND ADDRESS OF CIN/GLN HOLDING/THE COMPANY SUBSIDIARY /

ASSOCIATE

1 NIL NA NA


30

A.

Pro

mot

ers

(1)

Indi

an

a)In

divi

dual

/HU

F 8

8,74

,600

- 8

8,74

,600

35.

67 8

8,74

,600

- 8

8,74

,600

35.6

7-

b)C

entr

al G

ovt

-

-

-

-

-

-

-

-

-

c)S

tate

Gov

t(s)

-

-

-

-

-

-

-

-

-

d)B

odie

s C

orp.

-

-

-

-

-

-

-

-

-

e)B

anks

/ F

I-

--

--

--

--

f)A

ny o

ther

-

-

-

-

-

-

-

-

-

Tot

al s

hare

hold

ing

of

Pro

mot

er (

A)

88,

74,6

00 -

88,

74,6

00 3

5.67

88,7

4,60

0-

88,

74,6

0035

.67

-

B.

Pub

lic S

hare

hold

ing

1. I

nstit

utio

ns-

--

--

--

--

a)M

utua

l F

unds

-

-

-

-

-

-

-

-

-

b)B

anks

/ F

I-

--

--

--

--

c)C

entr

al G

ovt

-

-

-

-

-

-

-

-

-

d)S

tate

Gov

t(s)

-

-

-

-

-

-

-

-

-

IV.

SH

AR

E H

OLD

ING

PA

TTE

RN

(E

quity

Sha

re C

apita

l B

reak

up a

s pe

rcen

tage

of

Tota

l E

quity

)i)

Cat

egor

y-w

ise

Sha

re H

oldi

ng

Cat

egor

yof

Sha

reho

lder

s

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

year

[A

s on

31-

Mar

ch-2

014]

No.

of S

hare

s he

ld a

t the

end

of t

heye

ar [

As

on 3

1-M

arch

-201

5]%

Cha

nge

durin

gth

e ye

arD

emat

Phy

sica

lT

otal

% o

f Tot

alS

hare

sD

emat

Phy

sica

lT

otal

% o

f Tot

alS

hare

s


31

e)V

entu

re C

apita

l Fun

ds-

--

--

--

--

f)In

sura

nce

Com

pani

es-

--

--

--

--

g)F

IIs

-

-

-

-

-

-

-

-

-

h)F

orei

gn V

entu

re

Cap

ital F

unds

-

-

-

-

-

-

-

-

-

i)O

ther

s (s

peci

fy)

-

-

-

-

-

-

-

-

-

Sub

-tot

al (

B)(

1):-

-

-

-

-

-

-

-

-

-

2.N

on-I

nsti

tuti

ons

a)B

odie

s C

orp.

i)In

dian

11,9

3,35

5

-

11,9

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54.

8011

,86,

014

-11

,86,

014

4.77

-

ii)O

vers

eas

-

-

-

-

-

-

-

-

-

b)In

divi

dual

s

i)In

divi

dual

sha

reho

lder

sho

ldin

g no

min

al s

hare

capi

tal u

pto

Rs.

1 la

kh88

,79,

962

620

88,8

0,58

235

.69

86,4

2,89

762

086

,43,

517

34.7

4-1

.00

ii)In

divi

dual

sha

reho

lder

sho

ldin

g no

min

al s

hare

capi

tal i

n ex

cess

of R

s 1

lakh

55,9

1,97

0-

55,9

1,97

022

.47

57,9

8,19

5-

57,9

8,19

523

.30

1.04

c) O

ther

s (s

peci

fy)

--

--

--

--

-

Cat

egor

yof

Sha

reho

lder

s

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

year

[A

s on

31-

Mar

ch-2

014]

No.

of S

hare

s he

ld a

t the

end

of t

heye

ar [

As

on 3

1-M

arch

-201

5]%

Cha

nge

durin

gth

e ye

arD

emat

Phy

sica

lT

otal

% o

f Tot

alS

hare

sD

emat

Phy

sica

lT

otal

% o

f Tot

alS

hare

s


32

Non

Res

iden

t In

dian

s2,

89,3

45-

2,89

,345

1.16

3,21

,378

-3,

32,3

781.

291.

14

Ove

rsea

s C

orpo

rate

Bod

ies

--

--

--

--

-

For

eign

Nat

iona

ls-

--

--

--

--

Cle

arin

g M

embe

rs52

,448

-52

,448

1.16

58,5

96-

58,5

960.

24-0

.21

Tru

sts

200

-20

00.

0020

0-

200

0.00

-

For

eign

Bod

ies

- D

R-

--

--

--

--

Sub

-tot

al (

B)(

2):-

1,60

,07,

280

620

1,60

,07,

900

64.3

31,

60,0

7,28

062

01,

60,0

7,90

064

.33

-

Tot

al P

ublic

Sha

reho

ldin

g

(B)=

(B)(

1)+

(B)(

2)1,

60,0

7,28

062

01,

60,0

7,90

064

.33

1,60

,07,

280

620

1,60

,07,

900

64.3

3-

C.

Sha

res

held

by

Cus

todi

an f

or

GD

Rs

& A

DR

s-

--

--

--

--

Gra

nd T

otal

(A

+B+C

)2,

48,8

1,88

062

02,

48,8

2,50

010

02,

48,8

1,88

062

02,

48,8

2,50

010

0-

Cat

egor

yof

Sha

reho

lder

s

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

year

[A

s on

31-

Mar

ch-2

014]

No.

of S

hare

s he

ld a

t the

end

of t

heye

ar [

As

on 3

1-M

arch

-201

5]%

Cha

nge

durin

gth

e ye

arD

emat

Phy

sica

lT

otal

% o

f Tot

alS

hare

sD

emat

Phy

sica

lT

otal

% o

f Tot

alS

hare

s


33

1Y

. M

aniv

ardh

an R

eddy

51,8

0,85

020

.83

-51

,80,

850

20.8

3-

NIL

2Y

. Son

ia R

eddy

36,8

8,75

014

.82

-36

,88,

750

14.8

2-

NIL

3C

havv

a S

ophi

a R

eddy

5,00

00.

02-

5,00

00.

02-

NIL

ii)S

hare

hold

ing

of P

rom

oter

-

Sha

reho

lder

’s N

ame

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

year

[A

s on

31-

Mar

ch-2

014]

No.

of S

hare

s he

ld a

t the

end

of t

heye

ar [

As

on 3

1-M

arch

-201

5]%

chan

gein

sha

reho

ldin

gdu

ring

the

year

No.

of

Sha

res

% o

f tot

alS

hare

sof

the

com

pany

% c

hang

e in

shar

eho

ldin

gdu

ring

the

year

S.

No.

No.

of

Sha

res

% o

f tot

alS

hare

sof

the

com

pany

%of

Sha

res

Ple

dged

/en

cum

bere

dto

tota

lsh

ares

At t

he b

egin

ning

of t

he y

ear

88,7

4,60

035

.67

88,7

4,60

035

.67

Dat

e w

ise

Incr

ease

/ D

ecre

ase

inP

rom

oter

s S

hare

hol

ding

dur

ing

the

year

spe

cify

ing

the

reas

ons

for

incr

ease

/de

crea

se (

e.g.

allo

tmen

t /

trans

fer

/ bo

nus/

sw

eat

equ

ity e

tc):

Nil

Nil

Nil

Nil

At t

he e

nd o

f the

yea

r88

,74,

600

35.6

788

,74,

600

35.6

7

iii)

C

hang

e in

Pro

mot

ers’

Sha

reho

ldin

g (p

leas

e sp

ecify

, if

ther

e is

no

chan

ge)

Nam

e of

the

Pro

mot

er

Sha

reho

ldin

g at

the

begi

nnin

gof t

he y

ear

Cum

ulat

ive

Sha

reho

ldin

g du

ring

theY

ear

No.

of

Sha

res

% o

f tot

al S

hare

sof

the

com

pany

No.

of

Sha

res

% o

f tot

al S

hare

sof

the

com

pany


34

1.A

MN

Hot

els

(P)

Ltd

2,50

,000

1.00

2,50

,000

1.00

Dat

e w

ise

Incr

ease

/ D

ecre

ase

in P

rom

oter

sS

hare

hol

ding

dur

ing

the

year

spe

cify

ing

the

reas

ons

for

incr

ease

/de

crea

se (

e.g.

allo

tmen

t /

trans

fer

/ bo

nus/

sw

eat

equi

ty e

tc):

Nil

Nil

Nil

Nil

2M

N E

stat

e (P

) Lt

d2,

50,0

001.

002,

50,0

001.

00

Dat

e w

ise

Incr

ease

/ D

ecre

ase

in P

rom

oter

sS

hare

hol

ding

dur

ing

the

year

spe

cify

ing

the

reas

ons

for

incr

ease

/de

crea

se (

e.g.

allo

tmen

t /

trans

fer

/ bo

nus/

sw

eat

equi

ty e

tc):

Nil

Nil

Nil

Nil

At t

he e

nd o

f the

yea

r5,

00,0

002.

005,

00,0

002.

00

(iv)

Sha

reho

ldin

g P

atte

rn o

f to

p te

n S

hare

hold

ers

(oth

er t

han

Dir

ecto

rs,

Pro

mot

ers

and

Hol

ders

of

GD

Rs

and

AD

Rs)

:

Sha

reho

ldin

g at

the

begi

nnin

gof

the

year

Cum

ulat

ive

Sha

reho

ldin

gdu

ring

theY

ear

No.

of

Sha

res

% o

f tot

al S

hare

sof

the

com

pany

No.

of

Sha

res

% o

f tot

al S

hare

sof

the

com

pany

SN

F

or E

ach

of t

he T

op S

hare

hold

ers


35

Inde

bted

ness

at

the

begi

nnin

g of

the

fin

anci

al y

ear

i) P

rinci

pal A

mou

nt11

,56,

332

4,31

,08,

256

04,

42,6

4,58

8

ii) In

tere

st d

ue b

ut n

ot p

aid

00

00

iii)

Inte

rest

acc

rued

but

not

due

00

00

Tota

l (i+

ii+iii

)11

,56,

332

4,31

,08,

256

04,

42,6

4,58

8

Cha

nge

in I

ndeb

tedn

ess

duri

ng t

he f

inan

cial

yea

r

* Add

ition

00

00

* R

educ

tion

11,5

6,33

268

,07,

600

079

,63,

932

Net

Cha

nge

11,5

6,33

268

,07,

600

079

,63,

932

Inde

bted

ness

at

the

end

of t

he f

inan

cial

yea

r

i) P

rinci

pal A

mou

nt0

3,63

,00,

656

03,

63,0

0,65

6

ii) In

tere

st d

ue b

ut n

ot p

aid

00

00

iii)

Inte

rest

acc

rued

but

not

due

00

00

Tota

l (i+

ii+iii

)0

3,63

,00,

656

03,

63,0

0,65

6

V. I

ND

EB

TED

NE

SS

OF

THE

CO

MP

AN

Y IN

CLU

DIN

G IN

TER

ES

T O

UTS

TAN

DIN

G/A

CC

RU

ED

BU

T N

OT

DU

E F

OR

PA

YM

EN

T

Sec

ured

Loa

nsex

clud

ing

depo

sits

Uns

ecur

edLo

ans

Dep

osits

Tot

alIn

debt

edne

ss


36

Dr.

Y. S

onia

Red

dyD

r. Y

. M

aniv

ardh

an R

eddy

1G

ross

sal

ary

(a)

Sal

ary

as p

er p

rovi

sion

s co

ntai

ned

in s

ectio

n 17

(1)

of t

he I

ncom

e-ta

x A

ct,

1961

Rs.

3,0

0,00

0/-

Rs.

3,0

0,00

0/-

Rs.

6,0

0,00

0/-

(b)

Val

ue o

f pe

rqui

site

s u/

s 17

(2)

Inco

me-

tax

Act

, 19

61N

AN

AN

A

(c)

Pro

fits

in li

eu o

f sa

lary

und

er s

ectio

n 17

(3)

Inco

me-

tax

Act

, 19

61N

AN

AN

A

2S

tock

Opt

ion

NA

NA

NA

3S

wea

t E

quity

4C

omm

issi

on-

as

% o

f pr

ofit-

ot

hers

, sp

ecify

…

NA

NA

NA

5O

ther

s, p

leas

e sp

ecify

NA

NA

NA

Tota

l (A

) R

s. 3

,00,

000/

- R

s. 3

,00,

000/

- R

s. 6

,00,

000/

-

Cei

ling

as p

er th

e A

ct

VI.

R

EM

UN

ER

ATI

ON

OF

DIR

EC

TOR

S A

ND

KE

Y M

AN

AG

ER

IAL

PE

RS

ON

NE

L-A

.

Rem

uner

atio

n to

Man

agin

g D

irect

or,

Who

le-ti

me

Dire

ctor

s an

d/or

Man

ager

:

Par

ticul

ars

of R

emun

erat

ion

Nam

e of

MD

/WTD

/ M

anag

erTo

tal A

mou

ntS

N


37

1In

depe

nden

t D

irect

ors

--

--

-

Fee

for

atte

ndin

g bo

ard

com

mitt

ee m

eetin

gs-

--

--

Com

mis

sion

--

--

-

Oth

ers,

ple

ase

spec

ify-

--

--

Tota

l (1

)-

--

--

2O

ther

Non

-Exe

cutiv

e D

irect

ors

--

--

-

Fee

for

atte

ndin

g bo

ard

com

mitt

ee m

eetin

gs-

--

--

Com

mis

sion

--

--

-

Oth

ers,

ple

ase

spec

ify-

--

--

To

tal

(2)

--

--

-

To

tal

(B)=

(1+2

)-

--

--

To

tal

Man

ager

ialR

emun

erat

ion

--

--

-

O

vera

ll C

eilin

g as

per

the

Act

--

--

-

B.

R

emun

erat

ion

to o

ther

dire

ctor

s

Par

ticul

ars

of R

emun

erat

ion

Nam

e of

Dire

ctor

sT

otal

Am

ount

S N

--

--


38

1G

ross

sal

ary

…..

…..

…..

…..

(a)

Sal

ary

as p

er p

rovi

sion

s co

ntai

ned

in s

ectio

n 17

(1)

of t

he I

ncom

e-ta

x A

ct,

1961

…..

…..

…..

…..

(b)

Val

ue o

f pe

rqui

site

s u/

s 17

(2)

Inco

me-

tax

Act

, 19

61…

.. …

.. …

.. …

..

(c)

Pro

fits

in li

eu o

f sa

lary

und

er s

ectio

n 17

(3)

Inco

me-

tax

Act

, 19

61…

.. …

.. …

.. …

..

2S

tock

Opt

ion

…..

…..

…..

…..

3S

wea

t E

quity

…..

…..

…..

…..

4C

omm

issi

on…

.. …

.. …

.. …

..

-

as

% o

f pr

ofit

…..

…..

…..

…..

o

ther

s, s

peci

fy…

…..

…..

…..

…..

5O

ther

s, p

leas

e sp

ecify

…..

…..

…..

…..

T

otal

…..

…..

…..

…..

C.

RE

MU

NE

RA

TIO

N T

O K

EY

MA

NA

GE

RIA

L P

ER

SO

NN

EL

OT

HE

R T

HA

N M

D/M

AN

AG

ER

/WT

D

Par

ticul

ars

of R

emun

erat

ion

Key

Man

ager

ial

Tot

alS

NC

FO

CS

CE

O


39

A.

CO

MP

AN

Y

Pen

alty

…..

…..

…..

…..

…..

Pun

ishm

ent

…..

…..

…..

…..

…..

Com

poun

ding

…..

…..

…..

…..

…..

B.

DIR

EC

TOR

S

Pen

alty

…..

…..

…..

…..

…..

Pun

ishm

ent

…..

…..

…..

…..

…..

Com

poun

ding

…..

…..

…..

…..

…..

C.

OTH

ER

OFF

ICE

RS

IN D

EFA

ULT

Pen

alty

…..

…..

…..

…..

…..

Pun

ishm

ent

…..

…..

…..

…..

…..

Com

poun

ding

…..

…..

…..

…..

…..

VII.

PE

NA

LTIE

S /

PU

NIS

HM

EN

T/ C

OM

PO

UN

DIN

G O

F O

FFE

NC

ES

:

Type

Sec

tion

of t

heC

ompa

nies

Act

Bri

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40

REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company’s philosophy on corporate governance envisages the attainment of corporateexcellence by providing enhanced shareholders value and customer satisfaction. Thecompany believes that governance process should ensure economic prosperity and longterm value creation for the company and its shareholders by following well laid out principlesof transparency, accountability and responsibility, investor protection, compliance withstatutory laws and regulations. The Company also upholds the rights of its investors andother stakeholders to information on the performance of the Company.

BOARD OF DIRECTORS

A. Composition of Board:

The Board of Directors of the Company has an optimum combination of executive andnon-executive directors. The Chairman and Managing Director, along with one whole-time Director, are managing the day-to-day operations of the Company.

The Chairman of the Board is an Executive Director. There are two executive directorsand Four Non-Executive directors.

The composition of the Board of Directors, the attendance of each Director in each BoardMeeting and the last AGM and also membership on other company’s Board or Committee ofBoard is as under:

The composition of the Board of Directors, the attendance of each Director in each BoardMeeting and the last AGM and also membership on other company’s Board or Committee ofBoard is as under:

Name of the Category DIN Relationship Number of Associated withDirector With other Memberships Other

Directors in Board of CommitteesOther Public of Public Ltd

Ltd. Companies Companies

Member ChairmanDr. Podduturi NaveenChandar Reddy NEID 02203603 No Relation Nil Nil NilDr. Chitty NaveenReddy* NEID 01754662 No Relation Nil Nil NilMr. Pannala SureshReddy NEID 02242819 No Relation Nil Nil NilDr. Yala Manivardhan Husband ofReddy M D 01368438 Dr. Yala Sonia

Reddy Nil Nil NilWife of

Dr. Yala Sonia Reddy CWTD 00166243 Dr. YalaManivardhan

Reddy 2 Nil NilMr. KishanKumarSrishankar Jha # NEID 05211991 No Relation Nil Nil Nil

NEID - Non Executive Independent DirectorCWTD - Chairman & Whole Time DirectorMD - Managing Director*upto: 6th July 2015# w.e.f: 18th November 2014


41

B. There were no pecuniary relations or transactions between the non-executive Directorsand the Company during the financial year 2014-15

Brief details of the Director who is seeking reappointment at this Annual GeneralMeeting(pursuant to clause 49 of the Listing Agreement)

Dr. YalaManivardhan Reddy

13-08-2002

05-12-1959

MBBS

Hails fromagricultural family inAndhra Pradeshstate engaged inagriculture andagro-basedindustries since thelast five decades.Dr. Reddy wasengaged in businessactivities includingpharmaceuticaltrading in the U.S.A.,for an year. Afterreturning to India,Dr. Reddy wasinvolved in themanagement ofmarketing / tradingactivities of API’sand formulated drugproducts of M/s.Arch PharmalabsLtd., A.P. He hasalso managed thefamily ownedmedium scale sugarfactory.

Name of theDirector

Date of Appointment

Date of Birth

Qualification

Expertise in Specificfunctional areas

Dr. Yala SoniaReddy

13-08-2002

17-11-1963

MBBS

More 10 years ofexperience inresearch lab inUSA in first,second and thirdgeneration ofCephalosporinsand anti cancerand ophthalmicproducts andvarious diversifiedbusiness activitiesin different parts ofthe world. She hasexcellentmanagerial skills.

Mr. KishanKumarSrishankar Jha

18-11-2014

01-03-1977

Graduate

More than 15years ofexperience in theareas ofinvestmentbanking,managementconsulting,corporate financeand distribution offinancial productsetc.


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BOARD MEETINGS HELD DURING THE YEAR

Te Board of Directors met Six times during the year 2014-15 and the maximum gapbetween the two board meetings was less than four months.

Board Meetings held, the dates of which are 30th May 2014, 30th June, 2014, 13th

August, 2014, 1st September, 2014, 14th November 2014 and 13th February 2015,Independent directors was exclusively met on 25th November 2014.

Directors Attendance and Sitting Fees Paid

Given in the Table Below is the Board Meeting attendance record of the Directors during theyear 2014-15

Name of the Director No. Of Meetings No. Of Meetings Sitting Fees Presence at lastheld attended Paid (Rs) AGM

Dr. P Naveen ChandarReddy 6 6 Nil Yes

Dr. C. Naveen Reddy 6 6 Nil Yes

Mr. P Suresh Reddy 6 2 Nil No

Dr. Y. ManivardhanReddy 6 6 Nil Yes

Dr. Y. Sonia Reddy 6 6 Nil Yes

Mr. KrishnaKumarSriShankar Jha 6 1 Nil NA

Availability of Information to the Members of the Board

The Board has unfettered and complete access to any information within the Company andfrom any of our employees. At meetings of the Board, it welcomes the presence of concernedemployees who can provide additional insights into the items being discussed.

The information regularly supplied to the Board includes:

Annual operating plans and budgets, capital budgets and updatesPeriodic Financial StatementsMinutes of meetings of audit, compensation and investor grievance committee ofthe Company along with board minutes of the subsidiary companies Generalnotices of interestInformation on recruitment and remuneration of senior officers just below theBoard level, including appointment or removal of Chief Financial Officer andCompany SecretaryMaterially important litigations, show cause, demand, prosecution and penaltyFatal or serious accidents or dangerous occurrences, any material effluent orpollution problems, if anyAny materially relevant default in financial obligations to and by usDetails of any joint venture, acquisitions of companies or collaboration agreementTransactions that involve substantial payment towards goodwill, brand equity orintellectual property


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significant development on the human resources frontSale of material, nature of investments in subsidiaries and assets, which are not inthe normal course of businessDetails of foreign exchange exposure and the steps taken by the management tolimit risks of adverse exchange rate movementNon-compliance of any regulatory, statutory or listing requirements as well asshareholder services such as non-payment of dividend and delays in share transfer

The Board also periodically reviews compliance reports of all laws applicable to the Company,prepared by the designated employees as well as steps taken to rectify instances of non-compliance

Code of ConductThe Board of Directors of the Company has laid a code of conduct for Directors and thesenior management. The code of conduct is posted on the Company’s website. All Directorsand designated personnel in the senior management have affirmed compliance with thecode for the year under review. A declaration to this effect duly signed by Executive Directoris annexed to this report.

Details of Directors seeking appointment / re-appointment as required under Clause 49 ofthe Listing Agreement pursuant to the requirements of the Listing Agreement of StockExchanges on Corporate Governance, the information about the Directors proposed to beappointed / re-appointed is given as an Annexure to the notice.

COMMITTEES OF THE BOARD:

The Board of Directors has constituted the Different Committees with adequatedelegation of powers to discharge day-to-day affairs of the company as well as to meetthe exigencies of the business of the company.

Audit Committee

In terms of Clause 49 of the Listing Agreement, the Audit Committee constituted by the Boardconsists of only Non-Executive and Independent Directors. The committee had met fourtimes on 30th May 2014, 13th August 2014, 14th November 2014 and 13th February 2015.During the year, The attendance details for the Committee meetings are as follows:

Name of the Member Category N. of. MeetingsHeld Attended

Dr. P Naveen ChandarReddy Chairman of the Committee 4 4

Dr. C. Naveen Reddy* Member * 4 4

Mr. P Suresh Reddy Member 4 2

Mr. KishankumarSrishankar Jha Member # 4 NA

Dr. Y. Manivardhan Reddy Member # 4 NA

* upto July 6, 2015# With effect from July 6, 2015


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The terms of reference as stipulated by the Board to the Audit Committee include:

a) Review of the Company’s financial reporting process and disclosure of its financialinformation.

b) Recommending the appointment and removal of external auditors, fixation of audit feeand recommending payment for any other services.

c) Reviewing with the management the annual financial statements before submission tothe Board, focusing primarily on(i) Changes in accounting policies and practices(ii) Major accounting entries involving estimates based on the exercise of judgment by

the management(iii) Qualifications in the draû audit report(iv) Significant adjustments arising out of audit(v) The going concern assumption(vi) Compliance with accounting standards(vii) Compliance with stock exchange and legal requirements concerning financial

statements(viii) Disclosure of any related party transactions

d) Reviewing with the management, the external and internal auditors the adequacy ofinternal control systems.

e) Reviewing with the management, the quarterly financial statements before submissionto the Board for approval.

f) Discussion with internal auditors of any significant findings and follow up there on.g) Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or failure of internal control systems of amaterial nature and reporting the matter to the Board.

h) Discussion with statutory auditors about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

The committee is in compliance with its requirements under this charter

The Committees constituted by the Board as on date are:

Human Resources, Nomination and Remuneration Committee:

During this year, name of this Committee has been re-christened as Human ResourcesNomination and Remuneration Committee. This Committee comprises of following Non-Executive Independent Directors

Members of the committee are as follows:Dr. P. Naveen Chandar Reddy Chairman of the CommitteeMr. P. Suresh Reddy MemberMr. Kishankumar Srishankar Jha Member

The committee has been constituted to recommend/review the remuneration package of theManaging/Whole-Time Directors, nomination of Directors / Key Managerial Personnel andone level below the Board along with the heads of department apart from deciding othermatters such as framing and implementation of stock option plans to employees, etc. Theremuneration policies directed towards rewarding performance based on review ofachievements which are being reviewed periodically which is in consonance with the existingindustry practices. This Committee meets as and when required.


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Shareholders /Investors Grievance Committee:

The Share Holder’s/Investor’s Grievance Committee comprises of the Following ThreeDirectors and all of them are Non-Executive Independent Directors

Members of the committee are as follows:Dr. Y. Manivardhan Reddy Chairman of the CommitteeMr. P. Naveen Chander Reddy MemberMr. Kishankumar Srishankar Jha Member

Details of Complaints received/resolved during the Financial Year 2014-15

Nature of Complaint Received Resolved Pending

Non-Receipt of Refund Order NIL NIL NIL

For Non-Receipt of -Dividend Warrant-Annual Report-Share Certificate NIL NIL NIL

TOTAL NIL NIL NIL

Ethics & Compliance Committee

The Ethics & Compliance Committee was constituted pursuant to the amended regulationsof SEBI (Insider Trading Regulations) 1992 and comprises of the following Non-ExecutiveIndependent Directors.

Dr. P. Naveen Chandar Reddy MemberMr. P. Suresh Reddy MemberMr. Kishankumar Srishankar Jha Member

The Company has a code of Conduct for prevention of Insider Trading as prescribed by theSecurities and Exchange Board of India. The Committee monitors the implementation of theCode and takes on record the status reports dealings in securities by the Eligible Persons.

GENERAL BODY MEETINGS:

The last three Annual General Meetings of the Company were held as under:

Year Venue Date & Time

2011-12 Sundaraiah Vignana Kendram, (Mini Hall),Bagh Lingampally, Hyderabad – 500 044 27-09-2012 and 3.15 p.m.



Extraordinary General Meeting / Postal ballot

During the FY 2014-15 the Company had not held any Extra ordinary General Meeting /Postal Ballot.


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To widen the participation of shareholders in Company decisions, the Securities and ExchangeBoard of India has directed top 500 listed companies to provide e-voting facility to theirshareholders from October, 2012 onwards, in respect of those businesses which aretransacted through postal ballot.

Further, the Companies Act, 2013 and Clause 35B of the Listing Agreement also requires alisted Company to provide e-voting facility to its shareholders, in respect of all shareholders’resolutions, to be passed at General Meetings.

DISCLOSURES

General Disclosures

The Board of Directors receives the requisite disclosures, from time to time, relating tofinancial and commercial transactions from the key managerial personnel of the Company.There are no materially significant related party transactions, which have potential conflictwith the interest of the Company at large.

There have not been any occasion of non-compliance by the Company and therefore, nopenalties or strictures have been imposed on the Company by Stock Exchanges or SEBI orany other statutory authority on any matter related to capital markets since the Companywas listed on the stock exchanges.

Whistle-blower policy

We have established a policy for all the employees to report concerns about unethicalbehaviour, actual or suspected fraud, or violation of our code of conduct or ethics policy. Themechanism under the said policy also provides for adequate safeguards against victimizationof employees who avail of the mechanism and also provide for direct access to the Chairmanof the Audit Committee in exceptional cases. We further affirm that during the financial year2014-15, no employee has been denied access to the audit committee.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy interms of the Listing Agreement, includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairmanof the Audit Committee. The Policy on vigil mechanism and whistle blower policy may beaccessed on the Company’s website: www.saamyabiotech.com

MEANS OF COMMUNICATION

The quarterly and annual financial results of the Company are generally published in leadingNational Newspapers in English and Telugu.

All official news release and financial results are communicated by the company through itscorporate website www.saamyabiotech.com

Management Discussion and analysis Report is annexed to Directors Report and forms partof Annual Report.


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General Shareholders Information

AGM : 13th Annual General MeetingDate &time : 30th September, 2015Venue : Sundarayya Vignana Kendram Mini Hall, (D. Komarayya Hall),

1-8-1/B/25/A, Bagh Lingampally, Hyderabad – 500 004Financial year : 1st April, 2014 to 31st March, 2015Book Closure : 19th September, 2015 to 30th September, 2015 (both days inclusive)

Dividend Payment date: Not Applicable as no dividend is proposed by directors.

Calendar of Events(Tentative and subject to change for financial reporting for the period ending)

- June 30, 2015 : Aug 2015- Sep 30, 2015 : Nov 2015*- Dec 31, 2015 : Feb 2016*- Mar 31, 2016 : May 2016- AGM for 2015-16 : Sep 2016*

( *tentative)

Corporate Identification Number (CIN) Allotted by the Ministry of Corporate Affairs: L24239AP2002PLC039449

Listing and Trading on Stock Exchanges:

S No. Name & Address of the Stock Exchange Stock Code

1. Bombay Stock Exchange Ltd.25th Floor, P J Towers, 32905(GroupB)Dalal StreetMumbai 400 001 BSE Index

2. Madras Stock Exchange Ltd.,Exchange Building,No. 30,Second Line Beach,CHENNAI-600 001. SAAMYABIO

Electronic Connectivity

National Securities Depository LimitedTrade World, Kamala Mills CompoundSenapati Bapat Marg, Lower ParelMumbai- 400 013

Central Depository Services (India) LimitedPhiroze Jeejeebhoy Towers, 28th FloorDalal Street, Mumbai – 400 023

Share Transfer System

The Shareholders Committee of the Board of Directors of the Company are authorized toapprove, allot, transfer, transmission of shares, consolidation, split of share certificates,issue of duplicate share certificates in lieu of misplaced/lost share certificates, renewal ofshare certificates, dematerialization/re-materialization of shares.


48

The Shareholders and Investors Grievances Committee meets as often as required(depending upon the share transfers received) to consider and approve all share relatedmatters.

Transfers in Physical form are registered by our Registrar and Share Transfer Agents M/sAarthi Consultants Private Limited within 21 days of receipt of documents complete in allrespects. Invalid Share Transfers are returned within 15 days of receipt.

Reconciliation of Share Capital Audit

Secretarial Audit is being carried out every quarter by a Practicing Company Secretary andhis audit report is placed before the Board for its perusal and filed regularly with the StockExchanges within the stipulated time

Name and Designation of the Compliance Officer:

Mr. M. Bhavani Shankar : Manager - AdministrationTelephone No : 040- 23393099Fax : 040-23397099E-mail : [email protected]

(Any query on Annual Report shall reach at the above10 days before the AGM)

Registrar and Share Transfer Agents

M/s Aarthi Consultants Private Limited1-2-285, DomalgudaHyderabad - 500 029Ph: 040- 27642217, 27638111Fax: 040-27632184Email: [email protected]

Changes in Share Capital

Date of Number Issue Price Consideration Reasons for Cumulative CumulativeAllotment of Shares (Rs) Allotment Paid up Share

Capital (Rs) Premium (Rs)

During the year there is no changes in the share capital


49

Stock Market DataThe monthly high / low prices of shares of the Company from April, 2014 to March, 2015 atBombay Stock Exchange Limited, Mumbai:

BSE Scrip Code: 532905 Company Name: SAAMYABIO

Month Open Price High Price Low Price Close Price No.of SharesApr-14 1.14 1.20 0.98 1.19 1,03,298

May-14 1.23 1.43 1.04 1.43 47,961

Jun-14 1.44 2.52 1.44 2.52 3,25,644

Jul-14 2.57 2.87 2.43 2.78 3,21,845

Aug-14 2.83 4.33 2.83 3.37 4,84,545

Sep-14 3.30 6.25 2.65 4.88 4,24,808

Oct-14 4.64 4.64 3.09 3.12 1,30,546

Nov-14 3.06 3.18 2.41 2.41 75,436

Dec-14 2.37 2.46 1.94 2.21 1,04,604

Jan-15 2.32 3.35 2.32 3.01 1,11,163

Feb-15 3.12 4.40 3.12 3.64 3,14,441

Mar-15 3.46 3.99 2.38 2.75 1,29,161

Category of Share Holding as on March 31, 2015

Category No of Share Total % ofholders Shares Holding

Banks 0 0 0Clearing Members 38 360245 0.94Clearing Members 22 58,596 0.24Directors & Relatives 0 0 0Foreign Institutional Investors 0 0 0Foreign Nationals 0 0 0Foreign Venture Capital Investors 0 0 0State Governments 0 0 0H.U.F 0 0 0Insurance Companies 0 0 0

Bodies Corporate 106 11,86,014 4.77Mutual Funds 0 0 0Non- Resident Indians 95 3,21,378 1.29Overseas Corporate Bodies 0 0 0Promoter Director 2 88,69,600 35.64Promoter Individuals 1 5,000 0.02Promoter Companies 0 0 0Resident Individuals 10,597 1,44,41,712 58.04Trusts 1 200 0

TOTAL 10,824 2,48,82,500 100.00

All Prices in


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Dematerialization of Shares and Liquidity

Trading in Company’s shares is permitted only in dematerialized form for all investors. TheISIN allotted to the Company’s scrip is INE320H01019. Investors are therefore advised toopen a demat account with a Depository participant of their choice to trade in dematerializedform. Over 99% of the Company’s shares up to 31st March 2015 are now held in electronicform. Shares of the Company are actively traded in Bombay Stock Exchange Limited, andhence have good liquidity. The Company’s shares are also listed on Madras Stock Exchange,Chennai. The list of depository participants is available with the National Securities DepositoryLimited (NSDL) at www.nsdl.co.in or Central Depository Services (India) Limited (CDSL) athttp://www.cdslindia.com.

Particulars of dematerialization of shares as on 31st March 2015 are mentioned below:

Particulars No. of Shares % Share Capital

NSDL 1,83,78,498 73.86

CDSL 65,03,382 26.13

PHYSICAL 620 0.01

Total 2,48,82,500 100.00

DISTRIBUTION OF SHARE HOLDING AS ON 31-03-2015

In Shares

Shares Holding Share Holders Shares

Number % to Total Number of % to TotalShares

(1) (2) (3) (4) (5)

Up to 500 7209 66.6 2077417 8.35

501-1000 1661 15.35 1514798 6.09

1001-2000 850 7.85 1388446 5.58

2001-3000 318 2.94 847372 3.41

3001-4000 148 1.37 544078 2.19

4001-5000 175 1.62 840401 3.38

5001-10000 238 2.2 1794185 7.21

10001 and above 225 2.08 5875803 63.8

TOTAL 100.00 24882500 100.00

Compliance with Clause 49 of the Listing Agreement

The Company has been in compliance with all the requirements specified under therevised Clause 49.


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SEBI Complaints Redressal System (SCORES)

SEBI has initiated SCORES for processing the investor complaints in a centralized webbased redress system and online redressal of all the shareholders complaints. The Companyis in compliance with the SCORES and redressed the shareholders complaints well withinthe stipulated time.

DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Boardof Directors and the Senior Management Personnel have confirmed compliance with theCode of Conduct and Ethics for the financial year ended 31st March, 2015.





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Managing Director and Person in-charge of finance Certification under clause 49of the Listing Agreement with the Stock Exchanges

ToThe Board of Directors Saamya Biotech (India) Limited

In relation to the Audited Financial Accounts of the Company as at March 31, 2015, wehereby certify that

a) We have reviewed the financial statements and the cash flow statement for the year andthat to the best of our knowledge and belief.

i) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

ii) these statements together present a true and fair view of the Company’s affairsand are in compliance with the existing accounting standards, applicable laws andregulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by theCompany during the year which are fraudulent, illegal or violative of the Company’sCode of Conduct.

c) We accept responsibility for establishing and maintaining internal controls for financialreporting and we have evaluated the effectiveness of the internal control systems of theCompany pertaining to financial reporting and we have disclosed to the Auditors and theAudit Committee, deficiencies in the design or operation of internal controls, if any, ofwhich we are aware and the steps we have taken or propose to take to rectify thesedeficiencies.

d) We have indicated to the Auditors and the Audit Committee

i) Significant changes in internal control over financial reporting during the year;

ii) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

iii) Instances of significant fraud of which we have become aware and the involvementtherein, if any, of the management or an employee having a significant role in theCompany’s internal control system over financial reporting.


Place : Hyderabad Dr. Y. Sonia ReddyDate : 05-09-2015 Joint Managing Director


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Certificate from a Company Secretary in Whole-time Practice on compliance ofconditions of Corporate Governance as per Clause 49 of the Listing Agreement withStock Exchanges

ToThe MembersSaamya Biotech (India) Limited

I have examined the Compliance of conditions of Corporate Governance by Saamya Biotech(India) Limited, (“the Company”) for the Financial year ended 31st March, 2015, as stipulatedin Clause 49 of the Listing Agreement of the said Company with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of themanagement. My examination was limited to review the procedures and implementationthereof, adopted by the Company, for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on financial statements of theCompany.

In our opinion and to the best of our information and according to the explanations given tous, I certify that the Company has substantially complied with the conditions of CorporateGovernance as stipulated in the above-mentioned Listing Agreement.

I further state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

S. ChidambaramCompany Secretary

C.P.NO.2286Place: HyderabadDate: 05.09.2015

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT:

Biotech industry is registering a steady growth globally by achieving cumulative advances inthe improvement of microbial strains and in the development of innovative technologies in thefields of medicine, diagnostics, agriculture, food processing and waste removal. Theproduction of antibiotics, vaccines and bioactive therapeutic proteins continues to generatemajor revenues in the medical sector, while Bioseeds, Biopesticides and Biofertilizers dominatein the agriculture sector. The revenues from diagnostics, specialty biochemicals, reproductivetechnologies like in vitro fertilization and DNA profiling, forensics and transplantationtechnologies are steadily increasing. The technologies related to clearing oil spills anddetoxifying industrial chemical wastes are gaining importance. Prominent growth is recordedin bioservices sector dealing with clinical trials and contract research. The importance ofIndia in the field of Biotechnology is manifold. In addition to generating trained manpower anda knowledge base, India is proving to be an ideal setting for manufacturing activities andhigh-level biotechnology research programs. With the initiatives taken by the government,


54

Indian Biotechnology is poised for a tremendous growth. The Department of Biotechnology(DBT) has set up many Centers of Excellence in the country. These centers are responsiblefor generating skilled manpower as well as supporting R&D efforts of private industries. Thishas promoted interactions between the academia and the industry which has resulted inseveral industry houses from the “old industry” and entrepreneur initiatives to take root andgrow biotechnology in India. The Indian Government has evolved bio-safety guidelines andhas helped to lay down patent rules. It has also participated in technology transfers andinternational collaborations. The Indian government has laid down a decent regulatoryframework to approve GM crops and r-DNA products for human health. A proactivegovernment policy allows stem cell research in the country while having in place soundethical guidelines.

OUTLOOK:

According to reports, biotechnology industry in India has become the fourth largest adopterof biotech crop in the world, replacing Canada. India is gaining recognition in the field ofclinical trials. A large number of companies are providing research and development expertiseto global pharmaceutical companies. The availability of vast pool of English speaking sciencegraduates, good regulatory processes and the cost advantage position India as a favorableinvestment destination by way of globalization, mergers and acquisitions and alliances.India is the second largest food producer after China, and thus offers a huge market forbiotechnology products. Transgenics of rice, brassica, moonobean, pigeonpea, cotton,tomato and some vegetables like cabbage, cauliflower etc. are already into field trials. Someof these would be ready for large scale production in a few years.

OPPURTUNITIES AND THREATS:

OpportunitiesAs the biotechnology industry outpaces traditional pharmaceuticals, the biotechnology leadersare taking top spots from big pharma peers. At the other end, small, emerging biotechnologycompanies struggle to find funding among risk-averse investors. As biotechnology companiesmerge and grow, they are rising in the ranks of the top companies overall. Traditionalpharmaceutical companies, meanwhile, are partnering with the biotechnology sector to filldry pipelines and to replace the dwindling blockbusters. Industry analysts believe that thegrowth of the biotechnology industry will continue to outpace that of pharmaceutical companies.

ThreatsThe prominent threats are the large investments involved in developing the biotech productswhich make the end use products necessarily expensive and therefore, the costs ofdevelopment need to be controlled to achieve wide marketability of products with affordableprices. The Chinese market needs to be born in mind by the Indian biotech companies inpricing their products, since the Chinese products are available in market at relatively lowerprices.


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INDEPENDENT AUDITOR’S REPORT

To the Members of SAAMYA BIOTECH (INDIA) LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of M/s SAAMYA BIOTECH(INDIA) LIMITED (“the Company”), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and Cash Flow Statement for the year thenended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 (‘the act’) with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibilityincludes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; design, implementationand maintenance of adequate internal financial controls, that are operating effectivelyfor ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to the Company’s preparation ofthe financial statements, that give a true and fair view, in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controlssystem over financial reporting and the operating effectiveness of such controls. Anaudit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as wellas evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements:


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OpinionIn our opinion and to the best of our information and according to the explanations givento us, the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2015, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued

by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act, we give in the Annexure a statement on the matters Specified in paragraphs3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further report that:

a) we have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept bythe Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the applicableAccounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as onMarch 31, 2015, and taken on record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2015, from being appointed as adirector in terms of Section 164(2) of the Act.

f) With respect to other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our information and according to the explanationsgiven to us:

i. The company has disclosed the impact of pending litigations as at March 31,2015 on its financial position in its notes to financial statements.

ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the company.

For P. Murali & CO.,Chartered AccountantsFirm Registration No: 007257S

P. Murali Mohana RaoPartnerM.No. 023412

Place: HyderabadDate: 29/05/2015


57

Annexure referred to in paragraph 1 of Our Report of even date to the members ofSAAMYA BIOTECH (INDIA) LIMITED on the accounts of the company for the yearended 31st March, 2015 Under “Report on other Legal & Regulatory Requirements”

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit, we report that:

i. (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the managementat regular intervals; as informed to us no material discrepancies were noticed onsuch verification.

ii. (a) The Company has no Inventory at the end of the financial year. Accordingly, theprovisions of clause (ii) of Paragraph 3 of the Order are not applicable to thecompany.

iii. The company has not granted any loans, secured or unsecured to companies, firms orother parties covered in the register maintained under section 189 of the Companies Act2013.

iv. In our opinion and according to the information and explanations given to us, there isadequate internal control system commensurate with the size of the Company and thenature of its business, for the purchase of goods and fixed assets and for the sale ofgoods and services. Further, on the basis of our examination of the books and recordsof the Company and according to the information and explanations given to us, no majorweakness has been noticed or reported.

v. The Company has not accepted any deposits from the public covered under Section 73to 76 of the Companies Act, 2013.

vi. In respect of the Company, the Central Government has not prescribed maintenance ofcost records under sub-section (1) of Section 148 of the Companies Act, 2013.

vii. (a) The company is not regular in depositing the undisputed statutory dues, includingIncome-tax, Sales Tax with the appropriate authorities in India ;

(b) There were undisputed amounts payable in respect of Income-tax, VAT and TDSas at 31st March 2015 for a period of more than 6 months from the date theybecame payable and details are as follows:

Particulars Amount Outstanding (Rs.)

TDS 2,57,100/-

VAT 3,18,015/-

Income Tax 2,90,589/-

(c) According to the information and explanations given to us and based on the recordsof the company examined by us, the particulars of due amount of TDS which hasnot been deposited on account of dispute, are as follows:


58

Name of the statute Nature of due Amount in (Rs.) Period to which the Forum where theamount relates (A.Y) dispute is pending

Income Tax TDS 20,22,405/- 2009-10 ITAT-Act, 1961 Hyderabad

(d) There are no amounts that are due to be transferred to the Investors Educationand protection Fund in accordance with the relevant provisions of the CompaniesAct, 1956 and rules made there under.

viii. The Company has been registered for a period of not less than 5 years, and itsaccumulated losses at the end of the financial year not having and the company has notincurred cash losses in this financial year and in the immediately preceding financialyear.

ix. In our opinion, and according to the information and explanations given to us, thecompany has not defaulted in repayment of dues to financial institution/banks. Thecompany has not issued any debentures.

x. In our opinion, and according to the information and explanations given to us, theCompany has not given any guarantee for loan taken by others from banks or financialinstitutions.

xi. In our opinion and according to the information and explanations given to us, the Companyhas not taken any term loans during the relevant financial year.

xii. To the best of our knowledge and according to the information and explanations givento us, no fraud by the Company and no material fraud on the company has been noticedor reported during the year.

For P. Murali & Co.,Chartered AccountantsFirm Registration No 007257S

P. Murali Mohana RaoPartnerM.No. 023412

Place: HyderabadDate: 29/05/2015


59

Balance Sheet as at 31st March, 2015

Particulars Note No. As on 31-03-2015 As on 31-03-2014Rupees Rupees

II. EQUITY AND LIABILITIES(1) Shareholder’s Funds

(a) Share Capital 1 248,825,000 248,825,000(b) Reserves and Surplus 2 38,139,971 44,927,866

(2) Non-Current Liabilities(a) Long Term Borrowings 3 36,300,656 44,264,588

(3) Current Liabilities(a) Trade Payables 4 398,319,217 100,338,707(b) Other Current Liabilities 5 769,014 575,315(c) Short-Term Provisions 6 6,975,182 6,483,723

Total 729,329,041 445,415,199

II. Assets(1) Non-current assets(a) Fixed assets

(i) Tangible & Intangible Assets 7 106,564,450 117,987,821(ii) Capital work in progress 7 182,491,630 182,491,630

(b) Long term Loans and Advances 8 1,598,506 1,598,506(c) Deferred Tax Asset (Net) 9 223,768 (316,169)(d) Other Non Current Assets 10 118,841 148,549

(2) Current assets(a) Trade Receivables 11 431,719,001 131,644,080(b) Cash and Bank Balances 12 161,723 161,932(c) Short-Term Loans and Advances 13 6,451,121 11,698,851

Total 729,329,041 445,415,199

Significant Accounting Policies & the accompanying Notes are an Integral Part of theFinancial StatementsAS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For and on behalf of the BoardFirm Registration No: 007257SChartered Accountants

P.Murali Mohana Rao Dr. Y. Sonia Reddy Dr.Y. Manivardhan ReddyPartner Chairman & Joint Managing DirectorMembership No. 023412 Managing Director

Place : HyderabadDate : 29-05-2015


60

Statement of Profit and Loss for the year ended 31st March, 2015

Particulars Note As on As onNo. 31-03-2015 31-03-2014

Rupees Rupees

Revenue from Operations 14 287,683,992 133,612,920Other Income 15 267,635 45,000

Total Revenue 287,951,627 133,657,920

Expenses:Purchase of Stock-in-Trade 16 283,810,010 127,252,620Employee Benefit Expenses 17 991,000 882,234Administrative and Selling Expenses 18 511,096 2,641,701Financial Costs 19 6,347 171,635Depreciation 7 9,961,006 1,184,727

Total Expenses 295,279,459 132,132,918

Profit / (Loss) Before Tax (7,327,833) 1,525,002Tax Expense: (1) Current tax - 290,589 (2) Deferred tax (539,937) 281,143

Profit / (Loss) After Tax (6,787,895) 953,270

Earning per equity share: (1) Basic & Diluted EPS Rs. (0.27) 0.04

Significant Accounting Policies & the accompanying Notes are an Integral Part of theFinancial StatementsAS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For and on behalf of the BoardFirm Registration No: 007257SChartered Accountants

P.Murali Mohana Rao Dr. Y. Sonia Reddy Dr.Y. Manivardhan ReddyPartner Chairman & Joint Managing DirectorMembership No. 023412 Managing Director

Place : HyderabadDate : 29-05-2015


61

CASH FLOW STATEMENT FOR THE YEAR ENDED 31-03-2015

PARTICULARS Year Ended Year Ended31-03-2015 31-03-2014

Rupees RupeesA. CASH FLOW FROM OPERATING ACTIVITIES:

Net profit before taxation, and extraordinary items (7,327,833) 1,525,002Adjustments for:

Finance Cost 6,347 171,635Misc. Expenses Written off 29,708 29,708(Profit) / Loss on Sale of assets (267,635) 490,280Depreciation 9,961,006 1,184,727

Operating Profit before Working Capital changes 2,401,594 3,401,353Trade Receivables (300,074,921) 78,461,481Trade Payables 297,980,510 (85,101,661)Other Current Liabilities 193,699 420,315Short Term Provisions 491,459 597,040Short Term Loans and Advances 5,247,730 4,990

Cash generated from operations 6,240,071 (2,216,482)Cash flow before extraordinary items 6,240,071 (2,216,482)

Extraordinary Items - -

NET CASH FLOW FROM OPERATING ACTIVITIES 6,240,071 (2,216,482)

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase / Sale of Fixed Assets 1,730,000 (105,835,084)Increase in Capital Work-in-Progress - 110,888,634Increase in Investments - -

NET CASH USED IN INVESTING ACTIVITIES 1,730,000 5,053,550

C. CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Equity Shares - -Redemption of Share WarrantsProceeds from Long Term Borrowings (7,963,932) (2,973,920)Interest Paid (6,347) (171,635)Increase in Securities Premium & Capital Reserve - -Decrease in Long term Loans and Advances - 383,938

NET CASH FLOW FROM FINANCING ACTIVITIES (7,970,280) (2,761,618)

NET INCREASE \ (DECREASE) IN CASH ANDCASH EQUIVALENTS (209) 75,450Cash and Cash equivalents ( Opening Balance) 161,932 86,481

Cash and Cash equivalents ( Closing Balance) 161,723 161,932

For P.Murali & Co., For and on behalf of the BoardFirm Registration No: 007257SChartered AccountantsP.Murali Mohana Rao Dr. Y. Sonia Reddy Dr.Y. Manivardhan ReddyPartner Chairman & Joint Managing DirectorMembership No. 023412 Managing DirectorPlace : HyderabadDate : 29-05-2015


62

SIGNIFICANT ACCOUNTING POLICIES

1. CORPORATE INFORMATION

Saamya Biotech (India) Ltd. (SBIL), is a new generation Biotechnology companyincorporated on 13/08/2002 in India (Hyderabad) with the aim to manufacture andmarket biopharmaceuticals and recombinant protein products of medical and industrialimportance. To avoid gestation period, Company initiated the marketing of drugintermediates and raw materials in domestic & international markets as supplementarymeans of revenue generation and to strengthen the marketing team. The Company hasfocused on its projects with revised plans.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards specified under Section 133 of the Companies Act, 2013, readwith Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of theCompanies Act, 2013 (“the 2013 Act”). The financial statements have been prepared onaccrual basis under the historical cost convention. The accounting policies adopted inthe preparation of the financial statements are consistent with those followed in theprevious year.

b. Use of Estimates

The preparation of financial statements requires the management to make estimatesand assumptions that affect the reported balances of assets and liabilities and disclosurerelating to contingent liabilities as at the date of the financial statements, and the reportedamounts of income and expenses during the year. Actual results could differ from thoseestimates. Changes in estimates are reflected in the financial statements in the period inwhich changes are made and, if material, their effects are disclosed in the financialstatements.

c. Cash Flow Statement

i) Cash and Cash Equivalents (for the purpose of cash flow statement)

Cash comprises cash on hand and cash with banks. Cash equivalents are short-termbalances (with an original maturity of three months or less from the date of acquisition),highly liquid investments that are readily convertible into known amounts of cash andwhich are subject to insignificant risk of changes in value.

ii) Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before extraordinaryitems and tax is adjusted for the effects of transactions of non-cash nature and anydeferrals or accruals of past or future cash receipts or payments. The cash flows fromoperating, investing and financing activities of the Company are segregated based onthe available information.

d. Fixed Assets:

i) Fixed assets are carried at the cost of acquisition, less accumulated depreciation.The cost of fixed assets includes taxes (other than those subsequently recoverablefrom tax authorities), duties, freight and other directly attributable costs related to theacquisition of the respective assets.


63

ii. Capital Work-in-Progress:

Projects under which assets are not ready for their intended use and other capital work-in-progress are carried at cost, comprising direct cost, related incidental expenses,advances for capital goods and unallocated expenditure.

e. Depreciation and Amortization:

Depreciation on fixed assets is computed on the straight line method and as per usefullife as prescribed under Part C of Schedule II of the Companies Act, 2013.

Preliminary Expenses are amortized over the period of 10 years.

f. Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits willflow to the Company and the revenue can be reliably measured. Revenue from operationsincludes revenue from sale of products, services and other operating revenue. Revenuefrom sale of products: Revenue from sale of products is recognized when all thesignificant risks and rewards of ownership of products have been passed to the buyer,usually on delivery of the products. The revenue from sale of products is net of discounts,Excise duty, value added taxes and sales tax.

g. Taxation:

Tax expense comprises both current and deferred taxes. The current charge forincome taxes is calculated in accordance with the relevant tax regulations.

Deferred Tax is recognized on timing differences between the accounting income andthe taxable income for the year, and quantified using the tax rates and laws enacted orsubstantively enacted as on the Balance Sheet date.

Deferred tax asset arising from unabsorbed depreciation / carried forward losses underthe tax laws, is recognized only to the extent that there is virtual certainty that sufficientfuture taxable income will be available, against which the deferred tax assets can berealized.

h. Earnings per Share:

The Basic and Diluted Earnings Per Share (EPS) is computed by dividing the net profitafter tax for the year by weighted average number of equity shares outstanding duringthe year.

i. Related Party Disclosures:

The Company furnishes the Disclosure of transactions with related parties, as requiredby Accounting Standard 18 “Related Party Disclosure” as specified in the Companies(Accounts) Rules, 2014. Related parties as defined under clause 3 of the AccountingStandard 18 have been identified on the basis of representation made by the managementand information available with the company.

j. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognizedwhen there is a present obligation as a result of past events and it is probable that therewill be an outflow of resources.

Contingent Liabilities are neither recognized nor disclosed in the financial statements

Contingent Assets are neither recognized nor disclosed in the financial statements.


64

Notes to Financial Statment for the year ended 31st March 2015

S. Particulars As on 31-03-2015 As on 31-03-2014No. Rupees Rupees

NOTE NO. 1 : SHARE CAPITALI Equity Share Capital

(a) Authorised( No. of Shares 35000000 - Current Year ) 350,000,000 -( No. of Shares 35000000 - Previous Year ) - 350,000,000

(b) Issued( No. of Shares 24882500 - Current Year ) 248,825,000( No. of Shares 24882500 - Previous Year ) 248,825,000

(c) Subscribed & Fully Paid Up( No. of Shares 24882500 - Current Year ) 248,825,000 -( No. of Shares 24882500 - Previous Year ) - 248,825,000

(d) Subscribed & not fully paid up - -(e) Par Value per share Rs. 10/-

Total Equity Share capital 248,825,000 248,825,000II A Reconciliation of the number of shares

outstanding at the beginning and at the endof the reporting period:Equity Shares of Rs.10Each, Fully paid upAt the Beginning 24,882,500 24,882,500Issued during the year - Preferential Issue - -Forfeited / Bought Back during the year - -At the end 24,882,500 24,882,500

III Details of Shareholder holding more than 5%shares of the company:Equity Shares of Rs. 10 each Held ByY. Manivardhan Reddy -No. Of Shares(C.Y ) 5180850, ( P.Y) 5180850 20.82 20.82Y.Sonia Reddy - No. Of Shares(C.Y ) 3688750, ( P.Y) 3688750 14.82 14.82

NOTE NO. 2 : RESERVES AND SURPLUS

I RESERVES AND SURPLUSa) Capital Reserve

As at the commencement of the year 43,205,000 43,205,000Add: Additions during the year - -Sub Total 43,205,000 43,205,000

b) Securities PremiumAs at the commencement of the year 895,000 895,000Add: Additions during the year - -Sub Total 895,000 895,000

c) Surplus :Opening Balance - Profit and Loss Account 827,866 (125,404)Add: Transfer from Profit & Loss Account (6,787,895) 953,270Sub Total (5,960,029) 827,866

Total Reserves and Surplus 38,139,971 44,927,866

% of Share Holding

No.Of Shares


65

NOTE NO. 3 : LONG TERM BORROWINGS


I Long Term Borrowingsa) Vehicle Loans From Banks

HDFC Car Loan - Toyata Fortuner - 1,156,332(Secured by the Hypothecation of theUnderlying Asset)

Sub Total - 1,156,332

i) Un Secured Loans From Related Parties 34,350,656 41,158,256ii) Un Secured Loans From Others 1,950,000 1,950,000Sub Total 36,300,656 43,108,256

Total Long Term Borrowings 36,300,656 44,264,588

NOTE NO. 4 : TRADE PAYABLES

a) Trade Payables 398,319,217 100,338,707

Total Trade Payables 398,319,217 100,338,707

NOTE NO. 5 : OTHER CURRENT LIABILITES

I a) Other PayablesVat Payable 511,714 318,015TDS Payable 257,100 257,100Professional Tax payable 200 200

Total Other Current Liabilities 769,014 575,315

NOTE NO. 6 : SHORT TERM PROVISIONS

I a) Statutory ProvisionsProvision for Income Tax 290,589 290,589

b) Other ProvisionsSalaries Payable 5,705,188 4,953,909Rent Payable 494,450 810,450Audit Fee Payable 484,955 428,775

Total Short Term Provisions 6,975,182 6,483,723

(Rupees)


66

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67

NOTE NO. 8 : LONG TERM LOANS AND ADVANCES


I Security Deposits 1,598,506 1,598,506Total Long Term Loans and Advances 1,598,506 1,598,506

NOTE NO. 9 : DEFERRED TAX ASSET ( NET )

I Opening Deferred Tax Liability 316,169 35,026Add:Deferred Tax Liability for the year( Due to SLM and WDV Difference ) 4,510,295 2,688,531Deferred Tax Liability for the year ( Due to Others ) (5,050,232) (2,407,387)Deferred Tax Liability/ ( Asset ) - Net (223,768) 316,169

NOTE NO. 10 : OTHER NON CURRENT ASSETS

I a) Unamortised Expenses 118,841 148,549Total Other Non Current Assets 118,841 148,549

NOTE NO. 11 : TRADE RECEIVABLES

I Outstanding for a period exceeding six monthsfrom the date they are due for paymentUnsecured, Considered Good 131,644,080 131,644,080Other Receivables:Unsecured, Considered Good 300,074,921 -Total Trade Receivables 431,719,001 131,644,080

NOTE NO. 12 : CASH AND BANK BALANCES

I Cash and Cash Equivalents :a) Balances with banks : On Current Accounts 132,789 82,608b) Cash on Hand 28,934 79,323Total Cash and Cash Equivalents 161,723 161,932

NOTE NO. 13 : SHORT TERM LOANS AND ADVANCES ( CURRENT )

I Advances Recoverable in Cash or in kindUnsecured, Considered Good 6,451,121 11,698,851Total Short Term Loans and Advances 6,451,121 11,698,851

NOTE NO. 14 : REVENUE FROM OPERATIONS

I Revenue from operations(a) Sale of Products (Chemicals)

Domestic Sales 302,068,191 140,293,566302,068,191 140,293,566

Less: Duties and Taxes 14,384,200 6,680,646

Total Revenue from Operations 287,683,992 133,612,920


68

NOTE NO. 15 : OTHER INCOME


I (a) Interest Income - 45,000(b) Profit on sale of asset 267,635 -

Total Other Income 267,635 45,000

NOTE NO. 16 : PURCHASE OF STOCK IN TRADE889

I Purchases-Chemicals 283,810,010 127,252,620

Total Trade Purchases 283,810,010 127,252,620

NOTE NO. 17 : EMPLOYEE BENEFIT EXPENSES

I (a) Salaries & Wages 391,000 432,234(b) Managerial Remuneration 600,000 450,000

Total Employee Benefit Expenses 991,000 882,234

NOTE NO. 18. : ADMINSTRATIVE AND SELLING EXPENSES

I (a) Telephone, Postage and Others 22,847 76,991(b) Travelling and Conveyance - 110,735(c) Office Maintenance 62,644 148,904(d) Printing & Stationery Expenses 29,667 18,521(e) Professional Consultancy fee 7,400 2,400(f) Electricity Charges 11,007 154,862(g) Rent - 1,264,752(h) Repairs 35,593 320(i) Rates & Taxes (excluding Income Tax) 256,050 288,048(j) Loss on sale of asset - 490,280(k) Payment to Auditors:

(i) As Auditor 56,180 56,180(l) Miscellaneous Expenses Written Off 29,708 29,708

Total Administrative and Selling Expenses 511,096 2,641,701

NOTE NO. 19 : FINANCE COST

I (a) Interest Expenses- Interest on Vehicle Finance 634 142,386- Loan processing Charges & Bank Charges 5,714 29,249

Total Finance Cost 6,347 171,635

(Rupees)


69

Notes to Financial Statements for the Year Ended March 31, 2015

20. Earnings Per Share (EPS) ( AS – 20 )

Particulars 2014-15 2013-14

Profit/(Loss) after tax during the year (Rs.) (67,87,895) 9,53,270

Weighted Average Number of Sharestaken for computation of EPS 2,48,82,500 2,48,82,500

Earnings per Share

- Basic (0.27) 0.04

- Diluted (0.27) 0.04

Face Value of the Share 10 10

21. Detailed information regarding quantitative particulars under part II of scheduleIII to the Companies Act, 2013:

Particulars Year Ended31-03-2015 Year Ended31-03-2014

Qty(Kgs) Amount(Rs.) Qty(Kgs) Amount(Rs.)

1. Opening Stock NIL NIL NIL NIL

2. Purchases During the year 1,299.86 28,38,10,010 4,860 12,72,52,620

3. Sales During the year 1,299.86 28,76,83,992 4,860 13,36,12,920

4. Closing Stock NIL NIL NIL NIL

5. Shortage / Excess, if any NIL NIL NIL NIL

22. Related Party & Related Party Transactions Disclosures:

a. Related Parties:

Name of the Related Party Nature of Relationship

Dr. Y. Sonia Reddy Chairman & Joint Managing Director

Dr. Y. Manivardhan Reddy Managing Director

b. Transactions & Remuneration during the year with Related Parties:

Name of the Nature of Nature of 2014-15 2013-14Party Relationship Transaction (Rs.) (Rs.)

Dr. Y. Sonia Reddy Chairman & JointManaging Director Remuneration 3,00,000 2,25,000

Dr. Y. Manivardhan ManagingReddy Director Remuneration 3,00,000 2,25,000

23. Contingent Liabilities:

Disputed demand in respect of TDS including interest thereon for an amount of Rs.20,22,405/- for the AY. 2009-10 is pending before ITAT (Hyderabad).

24. The Company has not appointed Chief Financial Officer (CFO) and CompanySecretary (Compliance Officer) in the financial year 2014-2015.

25. Dues to Micro & Small Enterprises:

There are no overdue principal amounts and interest thereon payable for the period of

more than 45 days to Micro Enterprises and Small Enterprises, as at 31-03-2015.

26. Balances of Sundry debtors/creditors are subject to Confirmations.

27. Previous year’s figures have been regrouped wherever necessary.

28. The figures have been rounded off to the nearest rupee.

As per our report of even date

For P.Murali & Co., For and on behalf of the BoardSAAMYA BIOTECH (INDIA) LIMITED

Firm Registration No: 007257SChartered Accountants

P.Murali Mohana Rao Dr. Y. Sonia ReddyPartner Chairman & Joint Managing DirectorMembership No. 023412

Place : Hyderabad Dr.Y. Manivardhan ReddyDate : 29-05-2015 Managing Director


70

SAAMYA BIOTECH (INDIA) LIMITEDCIN: L24239AP2002PLC039449

Registered Office: Flat No. 104-106, Lumbini Enclave, Panjagutta, Hyderabad-500 082.

Proxy form[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Members

Registered Address

E. Mail ID

Folio No./Clint I.D*

D.P I.D*

*Applicable for investors holding shares in electronic form.

I/We, being Member(s) of ____________shares of SAAMYA BIOTECH (INDIA) LTD, herebyappoint

1. Name: ………………………...…....….... 2. Name: ……….........………………….…..

Address: ……………….....…………..... Address: ……..…………….....……….....

……………………......………….……....... ...............................................................

E-Mail ID………….......…………............. E-Mail ID………...…………….................

Signature……............…... Or failing him Signature……...........................….....…..

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13thAnnual General Meeting of the company, to be held on the Wednesday, 30th Day ofSeptember 2015, at 3.15 p.m. at Sundarayya Vignana Kendram Mini Hall, (D. KomarayyaHall), 1-8-1/B/25/A, Bagh Lingampally, Hyderabad – 500 004 and at any adjournment thereofin respect of such resolutions as are indicated below:

** I wish my above Proxy to vote in the manner as indicated in the box below:

No Resolution For AgainstOrdinary Business1 To receive consider and adopt the Audited Balance Sheet and

Directors Reports etc, for the year 2014-152 To ratify the appointment of Auditor for the year 2015-16

Special Business3 To Regularise the Appointment of Mr. KishanKumar

Srishankar Jha, as Director4 To Re-Appoint Dr. Y. Manivardhan Reddy as MD and CEO5 To Re-Appoint Dr. Y. Sonia Reddy as WTD and CFO6 To Increase the Authorised Share Capital from INR 35 Crores to

INR 120 Crores7 To amend Articles to alter the Capital Clause in A.O.A8 To Increase the Borrowing Limits up to INR 200 Crores9 To raise Additional Funds not exceeding INR 100 Crores through

QIP/WARRANTS/FCCB/FCEB/Private Placement/ADR/GDR.10 To increase FIIS Investments Limits up to 80%

Signed this________ day of____________ 2015

Signature of Shareholder______________________

Signature of Proxy holder (s) __________________

AffixRevenueStamp

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Note:1. Proxy need not be a member of the Company.

2. The Proxy Form duly filled in and signed by the Member(s) across the revenuestamp should reach the Company’s Registered Office at least 48 hours beforethe commencement of the meeting.

3. Corporate members intending to send their authorized representative(s) to attendthe meeting are requested to send a certified copy of the Board resolutionauthorizing their representative(s) to attend and vote on their behalf at the meeting.

4. ** This is only optional. Please put a “ ” in the appropriate column against theresolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blankagainst any or all the resolutions, your Proxy will be entitled to vote in the manneras he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting inperson if he so wishes.

6. In the case of joint holders, the signature of any one holder will be sufficient, butnames of all the joint holders should be stated.

SAAMYA BIOTECH (INDIA) LIMITEDCIN: L24239AP2002PLC039449

Registered Office: Flat No. 104-106, Lumbini Enclave, Panjagutta, Hyderabad-500 082.

ATTENDANCE SLIP

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THEMEETING HALL)

Folio no. / DPID and Client ID no :

No. of shares :

Name and address of First/sole shareholder:

I, hereby record my presence at the 13th Annual General Meeting of the Company held onWednesday, September 30, 2015 at 3.15 p.m. at Sundarayya Vignana Kendram Mini Hall,(D. Komarayya Hall), 1-8-1/B/25/A, Bagh Lingampally, Hyderabad – 500 004.

*Applicable for investors holding shares in electronic form.

Name of the Member/Proxy Signature of the Member/Proxy(In BLOCK LETTERS)

Notes:1. Only Member/Proxy can attend the Meeting. No minors would be allowed at the

Meeting.

2. Member/Proxy who wish to attend the Meeting must bring this attendance slip tothe Meeting and hand over at the entrance duly filled in and signed.

3. Member/Proxy should bring his/her copy of the Annual Report for reference at theMeeting.

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Hyderabad 500 082, Telangana, INDIATel: +91-40-2339 3099, Fax: +91-40-2339 7099E-mail: [email protected]: www.saamyabiotech.com