Natural Products Nutraceuticals Therapeutics Microbial Research Drug Discovery www.ablbiotechnologies.com #55, 3rd East Street, Kamaraj Nagar, Thiruvanmiyur, Chennai - 600 041. Tamil Nadu, India. Contents SECTION I Chairman's Message 3 SECTION II Company Profile 5 Board of Directors 7 Key Management Team 8 Products 9 Some of our customers 10 Facilities 11 Results at a Glance 12 SECTION III - ANNUAL REPORT Directors'Report 15 Report on Corporate Governance 18 Management Discussion and Analysis Report 28 Auditors' Report 32 Financial Statements 36 Balance Sheet 37 Schedules to Balance Sheet 38 Profit and Loss Account 42 Schedules to Profit and Loss Account 43 Schedules of Notes 46 Cash flow Statement 50 Balance Sheet Abstract 51 SECTION IV - NOTICE TO SHARE HOLDERS AND PROXY FORM 52 tf/ispiwsl />(/ (Sea/ Chairman's Message ".Ml Dear Shareholders From its inception in 1992, ABL has come a long way, right from the moment ;t Jocided to walk on paths lesser trodden, evolving into a pharmaceutical and biotechnology company having among the largest culture collection of targeted microbials from various habitats, a research team unparalleled in its domain and the step-by-step commercialization of a variety of products developed in-house. I am therefore pleased to offer you the Fourteenth Annual Report of ABL Biotechnologies Ltd which details the growth of your Company. The last year has been a significant year for ABL with revenues growing by 84% and profitability by 175%. Our performance in the stock market has also seen considerable improvement, offering between 5-8 times returns to ouroriginal investors. We have also seen the launching of Invia Health, our pharmaceutical marketing operations focused at creating our own brands. We hope to expand our markets to an all India level over the next twelve months. During the coming year we hope to see the inauguration of our new research facility at the TICEL Biopark and the commercialization of two products, DHA, a omega fatty acid, and Phycocyanin, a fluorescent pigment, both of which have enormous use in therapeutics, nutrition and diagnostics. Both the DHAand Phycocyanin projects will be the first such manufacturing facilities in the country and among the few in the world, underlining the fact that ABL continues to work and explore in technology development at the frontiers of science. Consequently we look to bringing in more investments and resources to the Company so as to transform ABL from a boutique company to an internationally sized operation. The Biotechnology and Pharmaceutical Industry The biotechnology sector has shown rapid growth in the last few years with global revenues rising from USD 22.7 Billion in 2000 to over USD 50.0 Billion last year. Over USD 160 Billion has been invested in this sector between 2000 - 05, taking market cap to over USD 500 Billion in the beginning of 2006. Over the past few years, biotechnology has evolved as an important contributor to the pharmaceutical industry. This is because drug pipelines for the big pharmaceuticals are on the wane, principally due to the enormous overheads and costs of research. However, the biotechnology sector comprising mainly of leaner, smaller and more focused entities have contributed to new drug discovery at a fraction of the costs of large pharmaceutical companies. Many biotechnology companies like ABL, have expanded into pharmaceuticals in commercializing their projects. Many large pharmaceutical companies have also backwardly integrated by building biotechnology capability. In India, the biotechnology industry grew by over 37% with biopharma crossing Rs.4708 crores and comprising over 72% of the industry.Of the top twenty Indian bio-pharmaceutical companies only six are multi-nationals, with 14 being home grown. With an eye on capturing the global market Indian companies are strengthening their manufacturing capability and R&D focus. The Indian Pharma industry, a producer of low cost high quality drugs and formulations, is ranked fourth globally, in terms of volume and 13 in terms of value. th 3 The industry which has a turnover of USD 9 Billion is expected to grow at around 15-18% over the next four years with almost 4 0 % of the total production of pharmaceuticals, as exports. Thus the Indian pharmaceutical industry with increased M&A activities, a large basket of products going off patent, tightened controls on costs and increased R&D, is looking to a good time ahead. ABL's strategy of enhancing its research and manufacturing abilities as well as establishing its own brand equity meshes well into the opportunities that lie ahead. The Future For years, physicians have concentrated on diagnosing and treating an existing disease condition. Now we see a perceptible shift towards predicting disease susceptibility, preventing disease and a genomics based selection of more efficacious therapy. The impact of genomics, proteomics, pharmacogenomics and systems biology and the development of more targeted and personalized diagnostics and therapeutics is significant. Biotechnology is changing the prescription from a world that is struggling to address the health problems of an ageing population to one that treats the sick more personally and focuses on wellness by preventing or detecting the onset of disease. Frankly there has never been a more exciting time in the history of medicine than today. I therefore foresee that at ABL our research efforts will focus on drug discovery, new diagnostic tools, drug delivery systems and personalized, predictable and preventive medicine aimed at earlier disease detection, more targeted treatments and adjunctive support through nutrition. We also see an environment where strategic alliances and partnerships across the globe will facilitate us taking more products to the market at a faster pace. Thus we hope to focus on a few key areas to enhance our strengths and keep ahead of the competition: 1. Optimizing operating margins and widening our client base 2. Enhancement our research to put more products in the market 3. Enhancing our manufacturing capabilities to be globally competitive 4. Increasing quality of our differentiation in terms of innovation and execution This kind of focus coupled with our proven capability of commercializing research gives us the impetus to work towards the objectives that we have set for ourselves in the coming year and to continue to fulfill yourexpectations. Therefore I would like to particularly thank the employees of the Company, who have often gone beyond the call of duty in taking this organization forward. We are also grateful to our bankers, customers, vendors and all those who are associated with our business. Once more we at ABL are grateful to you, our shareholders, for your continuing unstinted support and cooperation. I am sure that the year ahead will justify and reward your patience. Thankyou. K. O. Isaac 4 IO - « n « n n f t a n c e n n o t Company Profile Overview A B L B i o t e c h n o l o g i e s Limited ( A B L ) , a pioneer in h a r n e s s i n g t h e microbial diversity of the Indian marine environment, focuses on applications in nutraceutical, cosmeceutical, and pharmaceutical areas. C o m m e n c i n g o p e r a t i o n s in 1992, A B L w o r k s in t h e a r e a s of d r u g d i s c o v e r y a n d microbial metabolites f r o m m a r i n e s o u r c e s . Investing e n o r m o u s l y in infrastructure a n d m a n p o w e r , A B L is on the cutting e d g e of r e s e a r c h in these a r e a s a n d has setup the largest m a r i n e microbial culture collection a n d c o m p o u n d library in India. A B L is m a n a g e d by a d y n a m i c g r o u p of p r o f e s s i o n a l s a n d fosters an entrepreneurial a t m o s p h e r e with r e w a r d s that reflect e m p l o y e e c o n t r i b u t i o n . R&D A B L ' s R e s e a r c h a n d D e v e l o p m e n t facilities are located at V i s a k h a p a t n a m a n d C h e n n a i a n d are the only o n e s in the private sector in India, to be a c c o r d e d accreditation a n d recognition by the D e p a r t m e n t of Scientific a n d Industrial R e s e a r c h , Ministry of S c i e n c e a n d Technology, G o v e r n m e n t of India. It's D r u g a n d N C E d i s c o v e r y r e s e a r c h is f o c u s e d on anti-bacterials, anti-virals, chronic d i s e a s e s , s y s t e m i c d i s o r d e r s , e n z y m e s a n d diagnostics. Its microbial metabolite r e s e a r c h is f o c u s e d on d e v e l o p i n g p r o d u c t s like P o l y s a c c h a r i d e s , Essential Fatty A c i d s , Natural P i g m e n t s , Tracers a n d Tags. Its first r e s e a r c h on t h e p r o d u c t i o n of C a r o t e n o i d s has b e e n e x t r e m e l y s u c c e s s f u l a n d has b e e n c o m m e r c i a l i z e d u n d e r S a m u d r a B i o p h a r m a Private L i m i t e d . In addition to in-house c o m p e t e n c i e s , A B L enjoys a s y m b i o t i c a n d collaborative relationship through joint d e v e l o p m e n t p r o g r a m m e s with institutions of a d v a n c e d r e s e a r c h in India, like t h e National Facility for Marine C y a n o b a c t e r i a , B h a r a t h i d a s a n University, Trichy, the National Institute of O c e a n o g r a p h y , The Madras University, t h e Indian Institute of Technology, M a d r a s , the Central University, H y d e r a b a d a n d the Dr. A. L. M Post G r a d u a t e Institute of Basic M e d i c a l S c i e n c e s , M a d r a s . 5 Products and Formulations To address this growing market, ABL has set up three divisions; 1. SPECTRUM, for producing finished formulations for the P2P market consisting of existing pharma companies. ABL's competence in pharmaceutical innovation through the development of new formulations for applications in cardiology, diabetics, paediatrics, w o m e n ' s health, geriatrics, neuropathy, *""""" retinopathy, etc has resulted in the Company manufacturing over 100 products for around 60 pharmaceutical companies in . -. India. These are in various formats including soft and hard *„-.. gelatine capsules, tablets, liquid orals and topical ointments, . outsourced through six plants spread over Kerala, Tamilnadu , **K$» and Pondicherry. " ( / 2. INVIA HEALTH, for marketing its own therapeutics. Under INVIA, ABL has developed 20 therapeutic products for two chronic disease states, Diabetes and Cardiology. These include clinically proven combinations of pharmaceuticals as well as nutraceuticals. 3. SANCTUM NUTRITION, focused at therapeutic nutrition products. Under the umbrella brands 'SANCTUM' & 'HEALTH FARM', ABL proposes to market a series of nutrition products and convenience foods with enhanced nutritional values for the following categories of consumers: Pediatric Nutrition Diabetic Nutrition Pregnancy and Lactation Geriatric Nutrition Sports Nutrition Convalescence Nutrition Products include Protein-Carbohydrate mixes, Mineral-Vitamin Mixes, Amino Acid Formulations, Functional foods etc. Partnership Opportunities Strategic partnerships are a fundamental part of ABL's strategy to maximize the impact of technology and build long-term value. ABL partners with pharmaceutical and biotechnology companies to enhance drug discovery by providing considerable inputs either through licensing of developed technologies or co-developing them with partners. ABL also partners with platform companies to leverage complementary technologies. In addition to pharmaceutical collaborations, ABL welcomes alliances with companies that have complementary intellectual property, technology or expertise. Such companies might include those with novel phytopharmaceuticals, intellectual property, informatics capabilities, compound libraries, synthetic chemistry capabilities, biological platform expertise or even marketing expertise. Given the significant value created for our partners, we expect to share in both the financial and intellectual property value generated through these alliances. 6 Board of Directors K. O. ISAAC CHAIRMAN AND MANAGING DIRECTOR K.O.ISAAC, with degrees in Life Sciences and Business Administration, has over twenty one years of experience in the biotechnology industry, fourteen of which are as an entrepreneur. He is the principal promoter of ABL Biotechnologies Ltd. and has overseen the development of a number of technologies from genesis. He is a member of the Committee for National Biotech Policy and the Task Force on Aquaculture and Marine Biotechnology, Government of India as well as on various Boards of Studies of Madras University. ROSEMARY ISAAC DIRECTOR MRS.ROSEMARY ISAAC, with a Masters degree in Economics and a Post Graduate Diploma in Foreign Trade, co-founded ABL Biotechnologies Ltd in 1991. She has been on ABL's Board for 14 years, very closely associated with its strategic planning and operations. She serves on the Board's Audit and Remuneration Committees and Chairs the Company's Share Transfer Committee. DR. G. SUBRAMANIAN DIRECTOR Dr. G SUBRAMANIAN, M. Phil in Plant Biology and Ph.D in Microbiology, has many decades of experience in microbial biotechnology. He is the Founder Director - National Facility for Marine Cyanobacteria. Dr.Subramanian chairs the Company's Research Review Committee. DR. S. RAVINDRAN DIRECTOR An M.S. in Orthopaedic Medicine, Dr.RAVINDRAN heads the orthopaedic unit in the Voluntary Health Services Hospital, Adyar, a fourhundred and fifty bedded multi speciality hospital which mainly serves poor patients. Dr.Ravindran has a keen interest in drug discovery and development. 7 Key Management Team T.R.VENKATRAMAN, BSc, LLB, CAIIB, has over thirty t w o years of experience in the finance, accounting and treasury functions. He heads the finance and treasury functions at ABL. Mr.P.S.GANESHAN, M.Sc (Medical Biochemistry) w i t h an MBA, has over 22 years of experience in development and marketing of pharmaceutical formulations, worldwide. Mr. Ganeshan is the President of Invia Health, a new division of the company to market pharmaceutical products under its o w n brands. i . l DR. DEBASHIS MUKHERJEE, Ph.D, w i t h over fifteen years of experience, heads the Spectrum Division and oversees production planning, scheduling, purchase and process control for the formulation and manufacturing operations of the company. MR. MATHEW JOHN, B.tech (Mech. Eng) and MBA, has more than thirty years of experience in administration and corporate affairs. He has served in various states including Assam, Meghalaya, Kerala, Kamataka and Andhra Pradesh and retired as DGP, Tripura. He is the Vice President-Corporate Affairs and Administration. DR. T. AJITHKUMAR, Ph.D. in Botany has been working at ABL since 1998. Dr.Ajithkumar is designated as General Manager Incubation Projects and New Business Development and oversees the R&D of the Company. Mr. K.O. PHILIP, B.E., w i t h more than twelve years of experience in developing processes and commercializing technologies, oversees Bioprocess Development. He is seconded as the Managing Director of Samudra Biopharma Pvt Ltd. 8 Products SPECTRUM DIVISION ABL's Spectrum division has developed numerous formulations for t h e r a p e u t i c s e g m e n t s like G e n e r a l S u p p l e m e n t a t i o n , Ophthalmology, Pediatrics, Pregnancy and Lactation, Geriatrics, Arthritis and Lupus, Coronary Arterial Disease, Diabetes, Oncology, Dermatology, etc INVIA HEALTH ABL has developed 20 therapeutic products for chronic disease states like Diabetes, Cardiology and Gastro intestinal disease. These include clinically proven combinations of pharmaceuticals as well as nutraceuticals. These products are marketed by INVIA HEALTH, ABL's therapeutics division, to both Indian as well as international markets. SANCTUM DIVISION ABL has developed a series of nutrition products and convenience foods under the umbrella brand 'SANCTUM' & 'HEALTH FARM', with enhanced nutritional values for the following categories of consumers: Pediatric Nutrition Diabetic Nutrition Pregnancy and Lactation Geriatric Nutrition Sports Nutrition Convalescence Nutrition Products include Protein-Carbohydrate mixes, Mineral-Vitamin Mixes, Amino Acid Formulations, Functional foods etc. 9 Some of Our Customers INTAS P H A R M A C E U T I C A L S LTD Zydus did c j 11 d rouirts ZYDUS CADI LA HEALTHCARE LTD CifJI AHMEDABAD KHANDELWAL LABORATORIES P V T LTD MUMBAI BIOCHEM MUMBAI F O U R R T S INDIA L A B O R A T O R I E S P V T LTD CHENNAI T.T.K H E A L T H C A R E L T D lUl AHMEDABAD J.B C H E M I C A L S & P H A R M A C E U T I C A L LTD CHENNAI MUMBAI E L D E R H E A L T H C A R E LTD MUMBAI A J A N T H A P H A R M A LTD MUMBAI INDSWIFT LIMITED 1 N«I - S w i : t 10 CHANDIGARH Facilities ABL's Mariculture Development C e n t r e in V i s h a k a p a t n a m , India, has for many years carried out r e s e a r c h on aquacultured food organisms, brood stock d e v e l o p m e n t , bioremediation, nutrition and mass culture systems. ABL's Research Labs at at TICEL Biopark, Chennai works on drug discovery and molecular biology. ABL's microbial metabolites laboratory at Chennai works on h a r n e s s i n g a v a r i e t y of microalgae, cyanobacteria and heterotrophs for development of biopharmaceuticals, NCE's, and technology platforms in the areas of therapeutics and nutrition. ABL's Product Development Laboratory works on formulated nutrition and therapeutic products in various formats like capsules, liquids, tablets, powders, ointments chocolates etc. Associated facility for production of juices, pulp, powders, flavors etc. from fruits and vegetables. Associated facility for production of formulated foods including fruit preserves, jams, s q u a s h e s , c h o c o l a t e s and biscuits. A s s o c i a t e d facility for production of liquids, hard and soft capsules and tablets. Associated facility for production of soft gelatin capsules, tablets and ointments. 11 Results at a Glance ABL CLIENT CONCENTRATION FOR FY 05-06 (% OF REVENUE) ABL REVENUE PERFORMANCE FOR THE FY 05-06 | • R e v e n u e FY 05-06 j Q2 Q3 QUARTER ABL KEY PERFORMANCE RATIOS (% OF REVENUE) ABL PROFIT PERFORMANCE FOR FY 05-06 - • - O p e r a t i n g I n c o m e / Profit; FY 05-06 | 78.99 - » - P r o f i t after Tax; FY 05-06 iis-f Q4 Q1 Gross Profit Operating Income /Profit BeforeTax ABL EPS QUARTERLY PERFORMANCE - Diluted 18 Q1 Q2 Q3 QUARTER 12 Q4 P r o f i t a f t e r Tax Other Income Annual Report of the company BOARD OF DIRECTORS Mr.K. O. Isaac - Chairman & Managing Director Mrs.Rosemary Isaac, Director Dr. G. Subramanian, Director Dr. S. Ravindran,Director REGISTERED OFFICE 55, Third East Street, Kamarajar Nagar, Thiruvanmiyur, Chennai - 600 041. ASSOCIATED MANUFACTURING FACILITIES RESEARCH & DEVELOPMENT CENTRE -1 No.110-112, First Floor, TICEL Bio Park, Taramani Road, Taramani, Chennai - 600 113. 1. Industrial Estate, Kallimel P.O, Mavelikara, Kerala - 690 570. 2. 155, Medavakkam Road, Keelkattalai, Chennai - 600 117. RESEARCH & DEVELOPMENT CENTRE - II Rockrosh I & II, Seaview Enclave, Neelankarai, Chennai - 600 096. 3. Plot No: 54, Sidco Industrial Estate, Thirumudivakkam, Chennai - 600 044. RESEARCH & DEVELOPMENT CENTRE - III Thimmapuram, Kappuluppada Village, Bheemili Mandal, Visakhapatnam District, Andhra Pradesh. 4. A - 9 7 , Pipdic Industrial Estate, Mettupalayam, Pondicherry - 605 009. 5. Plot No: A-116, 27th Cross, Pipdic Industrial Estate, Mettupalayam, Pondicherry - 605 009. AUDITORS M/s Pratapkaran Paul & Co., Chartered Accountants, Chennai - 600 020. 6. 21, Koodapakkam Road, Villianoor, Pondicherry - 605 009. BANKERS State Bank of India, Adyar Branch, Chennai - 600 020. SHARE TRANSFER AGENTS & DEMAT ELECTRONIC CONNECTIVITY AGENT CAMEO CORPORATE SERVICES LTD "Subramaniam Buildings" 1, Club House Road, Chennai - 600 002. Ph : 28460390 14 Directors' Report To All members, Your Directors take great pleasure in presenting this 14 Annual Report together with the audited accounts for the year ended on March 31,2006. th You Company's performance during the last financial year has shown a significant improvement from the previous year's revenue of Rs.7.40 crores to Rs.11.02 croresforthe current year. Profitability has gone up from Rs.61 lakhs in the previous year to Rs.1.64 crores for the year under review, amounting to an improvement of 85% in revenues and 168% in profitability. Earnings per share has gone up to Rs.3.81 from Rs. 1.49 in the previous year. OPERATIONS Spectrum In line with the Company's consolidation efforts the entire contract manufacturing operations have been put together under a new division called SPECTRUM. Spectrum is responsible for almost the entire revenues for the Company for the year under review, offering over a hundred brands to more than forty pharmaceutical companies in India. The formulated product market has seen a number of swings in the previous year as a consequence of increased Excise Duty and Value Added Tax, thereby rendering most outsourced manufacturing unviable. Inspite of this, your Company has, through innovation and product differentiation, doubled its order book, overcoming the various problems in the market. Improvement of products as well as enlarging the customer base has further provided solutions to your Company. Invia Health The Company launched a new division, Invia Health, offering twenty products under the Company's own brand name, initially to markets in Tamil Nadu. Considering ABL's longterm goals of being a strong player in the biotechnology and pharmaceuticals markets, it is essential for your Company to start establishing itself in the pharmaceutical markets and create brand value and consequent equity. Invia Health hopes to expand its target market to the rest of the country by the end of2007. Research and Development The Company's research efforts have increased dramatically after receiving the first tranche of funding of Rs.200 lakhs from the Drug Development Board. The Company is in the process of establishing its new Research and Development facility for drug discovery and bioactives at the TICEL Biopark in Chennai. Your Company has also increased its collaborative research to include the Central University of Hyderabad and the Indian Institute of Technology, Chennai, where research initiatives have commenced. 15 Projects Your Company's efforts in completing the pilot scale production for DHAand Phycocyanin are complete. These two projects are expected to be commercialized in the immediate future. Samudra B i o p h a r m a Pvt Ltd Your Company's investment in Samudra Biopharma Pvt Ltd continues to be monitored and protected. Samudra has improved its performance from Rs.4.38 crores of turnover last year to Rs.7.28 crores in the year under review, an increase of 66%. It is hoped that this healthy trend will continue and ensure that Samudra Biopharma will overcome its initial challenges. TRADING OF SHARES IN THE STOCK EXCHANGES The shares of the Company are listed in the Mumbai and Chennai exchanges. They are traded in the dematform. CORPORATEGOVERNANCE The company continues to follow the code of Corporate Governance during the year under review. DEPOSITS No deposits have been accepted from the public during the year under review. DIRECTORS Dr.S.Ravindran, retiring at this meeting by rotation and being eligible, offers himself for reappointment. The resolution for the same is placed before the shareholders for their approval. AUDITORS M/s.Pratapkaran Paul & Co., Chartered Accountants Chennai, auditors of the Company retire at the ensuing annual general meeting and a notice has been received under section 224(1 B) of the Companies Act 1956 from them expressing their eligibility for reappointment REPLYTO AUDITORS' QUALIFICATION As regards the observation made in Clause 9 of the Auditor's Report, the real delay in payment of statutory dues was due to the need for increased working capital resources for expanded activity. Since March 2006 the Company has paid all the arrears observed in the said report and as on date there are no arrears payable. EMPLOYEES Your Directors place on record their appreciation of the sincere and dedicated services rendered by all the employees during the year under review. None of the employees of the Company were in receipt of remuneration in excess of the limits stated under Section 217(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. 16 DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm that in the preparation of the annual accounts, the applicable accounting standards have been followed. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair statement of the state of affairs of the Company as on 3 1 March, 2006 and of the Profit and Loss of the Company for that period. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, the annual accounts are prepared on a going concern basis. st ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, Technology absorption and Foreign Exchange earnings and outgo are given below: CONSERVATION OF ENERGY Energy conservation is not applicable to the biotechnology industry. TECHNOLOGY ABSORPTION The technology for marine microbial metabolites is developed indigenously and hence absorption of foreign technology does not arise. RESEARCH AND DEVELOPMENT Your Company has been continuing its research and development activities during the year on various microalgae and other organisms. Your Company has expended Rs. 115.75 lakhs towards Research and Development Expenditure. FOREIGN EXCHANGE EARNINGS: Rs.7,99,845.00 (Previous Year: Nil) FOREIGN EXCHANGE OUTGO: On account of import of goods - NIL (Previous Year: Nil) Foreign Travel - Rs.2,21,126.00 (Previous Year: Nil) ACKNOWLEDGEMENT The Board would like to place on record its gratitude to the State Bank of India, Adyar, Chennai and Global Trade Finance Ltd, T.Nagar, Chennai, the Company's customers and suppliers and the ever so many people and organizations that have supported the company during the past year. For and on behalf of the Board of Directors Date: 28.08.2006 Place: Chennai K.O. Isaac Chairman and Managing Director 17 REPORT ON CORPORATE GOVERNANCE: 1. C o m p a n y ' s P h i l o s o p h y on Code of Governance ABL BIOTECHNOLOGIES LIMITED defines Corporate Governance as a systematic process by which companies are directed and controlled to enhance their wealth generating capacity. ABL believes that the governance process should ensure that these companies are managed in a manner that meets stakeholders' aspirations and social expectations. The basic objective of corporate governance policies adopted by this company is to attain the highest levels of transparency, accountability and integrity. This objective extends not merely to meet with statutory requirements but also go beyond them by putting into place procedures and systems which are in accordance with best practice of governance. Your company believes that good corporate governance enhances the trust and confidence of all the stakeholders. Good practice in corporate behaviour helps to enhance and maintain public trust in companies and the stock market. 2. B o a r d of Directors: C o m p o s i t i o n and category of B o a r d of Directors: The Board of Directors of the Company comprises of executive, non-executive and independent directors. In all there are four Directors. s t As on 3 1 March 2006, the composition of the Board of Directors of the Company meets the stipulated requirements of Clause 49 of the Listing Agreement of the Stock Exchanges. The Board is responsible for the management of the business and meets regularly for discharging its role and functions. Number of Board Meetings held and dates on w h i c h held: ,h th During the financial year 2005-2006 four Board Meetings (4) were held dated 29 June 2005, 29 July 2005, 29 October 2005 and 30 January 2006. The Annual General Meeting was held on 30 September 2005. ,h th th The composition and membership on other Boards, Committees of Directors and attendance of Directors at the Board of Directors meetings held during the financial year 2005-2006 and the last AGM held on 30.9.2005 are given herein as underl- ie t>ihtcto>v% Composition, attendance of each director at the Board Meetings and at the last AGM and the number of other directorship, committee memberships are set out below:Name of the Director Category Attendance Particulars Board Meetings K.O.Isaac Chairman and Managing Director Number of other Directorships and Committee Members Chairmanships Last AGM (Yes/No) 4 Yes Other Directorships Committee Memberships (other than ABL) 3 - - 1 - - Committee Chairmanships (other than ABL) Mrs. Rosemary Isaac Non Executive Director 4 Yes Dr.G.Subramanian Non Executive Independent 4 Yes NIL - - Dr.S.Ravindran Non Executive 4 Yes NIL - - Thus the Board comprising of two independent directors out of present strength of four Directors is in conformity with Clause 49 of the listing agreement. 3. Board Committees A. A u d i t Committee Charter: The Primary Object of the Audit Committee of the Company is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and the transparency, integrity and quality of financial reporting. Composition: The company derived immense benefit from the deliberations of the audit committee with the following Directors of the company. Dr. S. Ravindran Chairman Mrs. Rosemary Isaac Member Dr. G. Subramanian Member 19 t>ihtdo>v'& The major terms of reference of this committee are as under:• • • • • Reviewing the financial statements with the management before submission of the same to the Board. Overseeing of company's financial reporting process and disclosures of its financial information. Reviewing the adequacy of the internal audit function. Recommendation and removal of statutory Auditor and fixation of audit fees. Reviewing the reports furnished by the internal auditors and statutory auditors and ensuring suitable follow up thereon. Meeting and attendance of the Audit Committee: th During the financial year four Audit Committee meetings were held on the following dates; 29 June 2005, 29 July 2005, 29 October 2005 and 30 January 2006. The terms of reference of the Audit Committee are as per the guidelines set out in the in the Listing Agreement with the stock exchanges. th th th The Attendance of Directors at the Audit Committee Meetings held during the year 2005-2006 is given below: Name of the Category of Attendance Particulars Director Membership Dr.S.Ravindran Chairman 4 4 Dr.G.Subramanian Member 4 4 Mrs.Rosemary Member 4 4 Meetings Held Meetings Attended Isaac B. Remuneration Committee: The Remuneration Committee comprising three non-executive Directors viz : Dr.G.Subramanian Chairman Mrs.Rosemary Isaac Member Dr.S.Ravindran Member No meeting of the Remuneration Committee was held during the year. 20 t>VtfJ&o>v\ C. Shareholders/Investors Grievance and Share Transfer C o m m i t t e e : Composition:The Shareholders / Investors Grievance and Share Transfer Committee comprises Mrs.Rosemary Isaac Chairman Dr.G.Subramanian Member The terms of reference of this committee are as under: The share holders / investor grievance committee specifically looks into redressing of shareholders' and investors' complaints such as transfer of shares, on-receipt of shares, conversion of shares and to ensure expeditious share transfers. Meeting and Attendance of the committee: The Committee oversees the performance of share transfer agents and recommends measures to improve the shareholders/investors service. The said Committee met 18 times during the year 2005-2006. The Company Secretary is the compliance officer. Shareholders queries received and replied in 2005-2006. During the Financial Year 2005-2006, no complaints were received from shareholders. There are no complaints pending as on the date of this report. There were no share transfers pending registration as on 3 1 March 2006. s t 6. General Body Meetings Year Date and Time Venue th 2002-2003 29 September 2003 at 10.30 a.m 2003-2004 24 September 2004 at 2.30 p.m 2004-2005 30 September 2005 at 11.30 a.m th th 21 Chromepet Cultural Academy, 3, Indira Gandhi Cross Street, Radha Nagar, Chromepet, Chennai - 600044 Narada Gana Sabha, Mini hall, Alwarpet, Chennai - 600018 Narada Gana Sabha,Mini hall, Alwarpet, Chennai - 600018 I) Special Resolution passed in the past three AGM's:2004-2005:Special Resolution for the purpose of: • Resolution under section 372A under the Companies Act 1956 to make investments up to an aggregate amount of Rs.5,00,00,000. • Resolution under section 293(1 )(a) & section 293(1) (d) under the Companies Act 1956 to borrow money from the company's bankers or any other bank, financial institutions or any lending institutions to pledge, mortgage, hypothecate on terms and conditions to banks / financial institutions/any other body corporate up to a limit not exceeding Rs.50 Crores. 2003-2004 Special Resolution for the purpose of • Appointing Mr.K.O.Isaacasthe Chairman & Managing Director. • Keeping the Register of Member's details with Cameo Corporate Services Ltd., Chennai. • Delisting shares of the Company from Madras and Cochin Stock Exchanges. 2002-2003 No Special Resolution was passed in this year. 7. Disclosures The company has not entered into any transactions of a material nature with the promoters, the directors or the management, their subsidiaries or relatives, etc, that may have potential conflict with the interests of the Company. The necessary disclosures regarding the related party transactions are given in the Notes to the Accounts. 8. Means of Communication: The quarterly financial results are published in the English and regional newspapers. 22 9. General Shareholders Information th 2 8 September 2006 11.00 A.M. 'Bharathi Vidya Bhavan', Mylapore, Chennai - 600 004. (i) Date of Annual General Meeting: Time : Venue s t st 1 April 2005 to 3 1 March 2005 (ii) Financial calendar Year Results for the quarter ending June 30, 2005 Last week of July 2005 Results for the quarter ending September 30, 2005 Last week of October 2005 Results for the quarter ending December 30, 2005 Last week of January 2006 Unaudited Results before last week Results for the quarter ending March 31, 2006 of June 2006 Listing on the stock exchanges The equity shares of the Company are listed on the Stock exchanges at Madras and Mumbai. The Company has paid its annual listing Fees to all the listed stock exchanges for the financial year 2005 - 2006 (vi) Stock Code The Stock Exchange of Mumbai - 526955 (vii) Stockmarket data The Stock Exchange, Mumbai: High and Low quotations of the Company's shares during the 81 st period 1 April 2005 to 3 1 March 2006: Month Share Prices (Rs.) High April 2005 May 2005 Low 47.40 34.00 57.45 37.55 June 2005 July 2005 51.95 38.00 53.00 37.00 August 2005 52.90 36.55 September 2005 84.55 42.20 October 2005 70.25 48.10 November 2005 62.40 49.90 December 2005 60.00 52.00 January 2006 76.95 52.00 February 2006 66.60 54.50 March 2006 58.55 45.00 23 (viii) Registrar and Share Transfer Agents M/s.Cameo Corporate Service Limited. "Subramanian Buildings" 1, Club House Road, Chennai-600 002 (ix) Address for communication 53,3 East Street, Kamaraj Nagar, Thiruvanmiyur, Chennai-600041 rd (x) Share Transfer System: Presently the share transfer documents which are received by the Company are processed, approved and kept ready for despatch within 15 days from the date of receipt. (xi) Distribution of shareholding as on 31.3.2006 Range No. of shareholders % to total Share/debenture amount (Rs.) % to total Up to 5000 2007 73.8139 4837000 11.7996 5001-10000 409 15.0423 3255800 7.9410 10001-20000 144 5.2961 2278440 5.5872 20001-30000 54 1.9860 1371760 3.3458 30001 -40000 23 0.8459 840500 2.0500 40001-50000 24 0.8827 1159460 2.8280 50001-100000 31 1.1401 2160820 5.2703 100001 & above 27 0.9930 25095320 61.2081 100.0000 41000000 100.0000 Total 2719 24 (xig snarenoiaing pattern as on di.d.^uub Category No. of Shares Held Percentage of Share holding A. Promoter's Holding 1. Promoters Indian promoters Foreign promoters 2. Persons acting in concert Sub-total 1136400 27.72 NIL NIL NIL NIL 1136400 27.72 a. Mutual Funds and UTI 21800 0.53 b. Banks, financial institutions, 147558 3.60 NIL NIL 169358 4.13 4. Private corporate bodies 990004 24.15 5. Indian public 1782730 43.48 6. NRIs/OCBs 14683 0.36 Independent directors NIL NIL Clearing members 5825 0.14 Trust 1000 0.02 B. Non-promoters holding 3. Institutional Investors insurance companies (central / state govt, institutions / non - government institutions) c. Flls Sub-total 7. Any other (please specify) Sub-total 2794242 68.15 Grand Total 4100000 100.00 25 TOP 10 Holders Report - NSDL & CDSL & Physical Record Date: 31-March 2006 SL .No. Folio DPID/CLID Name of Holder Shares Percentage 1. IN300100 11979874 K.O.ISAAC 847500 20.6707 2. 00000776 SYNERGY SECURITIES LTD 460600 11.2341 3. IN300100 11979882 ROSEMARY ISAAC 286400 6.9854 4. 00000447 SRiVARi INVESTMENTS (P) LTD 230300 5.6171 5. IN301080 REPARTRIATES CO OPERATIVE FINANCE DEVELOPMENT BANK LTD. 147558 3.5990 6. IN300126 10008507 MONAMEHULPARIKH 75000 1.8293 7. 000001807 SRIVARI INVESTMENTS PVT LTD 75000 1.8293 8. IN300126 10782484 MONA MEHUL PARIKH MEHUL SURESH PARIKH 40990 0.9998 9. IN300214 10356215 DHARMESH SHAH 33490 0.8168 10. IN300095 10359440 SHANTI RAJKUMAR CHANDAN 25000 0.6098 2221838 52.362 TOTAL: (xii) Dematerialisation of shares The equity shares of the company have been admitted for dematerialization with NSDL and CDSL. The ISIN No. of the Company is INE707D01016. 4 0 . 4 1 % of the Company's paid up equity share capital has been dematerialised upto March 31,2006. 26 (xiv) Address for correspondence: Regd.and Administrative Office: rd 53,3 East Street, Kamaraj Nagar, Thiruvanmiyur, Chennai - 600041. DECLARATION I, K.O.Isaac Chairman & Managing Director of the Company, hereby declare that the Board of Directors has laid down a code of conduct for its Board members and senior Management of the Company and Board Members have affirmed compliance with the said code of conduct. for ABLBIOTECHNOLOGIES LIMITED, Place: Chennai Date: 28.08.2006 K.O.Isaac Chairman & Managing Director. 27 Management Discussion And Analysis MANAGEMENT DISCUSSION AND ANALYSIS The previous year has seen a shake up of the pharmaceutical industry i n l n d i a . This trend underlines the transformation from a locally focused industry to an internationally focused and competent establishment. The year has seen considerable investment in India from oversees manufacturers in both additional manufacturing facilities in India for APIs and biologicals as well as advanced research and development. Thus the industry is currently seeing a vibrancy not seen earlier, heralding a transformation to a greaterfocus. The Indian pharmaceutical market has seen robust growth inspite of statutory obstacles and cyclicals. Your Company's strategy for improving its research and production capabilities is in tandem with the perception of opportunities in India. It is clear that these strengths in research as well as biomanufacturing are what is important to your Company's growth over the next few years. Your Company therefore looks forward to a future full of challenges and opportunities. FINANCIAL P E R F O R M A N C E Share capital a n d reserves The share capital of the company as of 31.03.2006 is Rs 410.00 lakh, consisting of Rs 41.00 lakh shares at face value of Rs. 10/- each. The company has added to the general reserve to the extent of Rs. 93.67 lakh during the year. Loans The company has availed from State Bank of India, Adyar, working capital of Rs. 143.96 lakh by way of cash credit and LC limits. Further, the company has been sanctioned an unsecured soft loan of Rs.400 lakhs from the Department of Science and Technology, Government of India, against which Rs 200 lakh has been disbursed for research. This loan is repayable over a period of 10 years. Tangible f i x e d a s s e t s The company has fixed assets in the form of land and buildings situated at Vishakapatanam covering an area of 1.7 acres falling within Vizag Urban Development Authority limits. Debtors The outstanding debtor position as on 31.03.2006 was Rs.305.72 lakhs. The sales outstanding stands at around 30-45 days. However the Company has arrangements to factor all bills of major clients with 'SBI Factors and Commercial Services Private Limited', Chennai. Revenues The company showed a total revenue of 1102 lakhs, for the year 2005-06, a growth of 8 4 % over the previous year, with net profits of Rs. 1.07 crores, a growth of 175% over the previous year. The Company expects this performance to continue. 29 REVENUE GENERATED BY A B L DURING THE FY 05-06 Vs 04-05 Operations The company generates a contribution of about 2 6 % from its operations. The details of expenses are as under. Expenditure Rupees % of total expenditure Material cost 32,286,374 35.66 Direct expenses 41,390,669 45.72 Personnel cost 6.025,801 6.65 Administrative expenses 7,606,346 8.40 Selling expenses 419,680 0.47 Financial charges 2,809,718 3.10 90,538,588 100.00 Total RISKS A N D CONCERNS Client c o n c e n t r a t i o n risk: The Company's top 5 clients contribute to more than 83% of revenue. As a result, lack of repeat orders from these clients, client attrition, etc can materially diminish the organization's ability to grow. The Company is therefore working hard to widen its client base as well as enter alternate markets. Geographical c o n c e n t r a t i o n risk: As 50% of clients are located in northern India, the Company could be exposed to threats from short term manufacturers coming from the excise free zone established at Baddi, Himachal Pradesh. As ABL's manufacturing base is predominantly in south India, the Company may lose out due to delays in responding and excess transportation costs, apart from excise duty disadvantages. The Company is looking at associated manufacturing options in Baddi as well as other special economic zones to mitigate this threat. 30 liUi/ CLIENT CONCENTRATION OF ABL DURING THE FY 05-06 B west - 1 0 % • south - 37% B north - 50% • east - 3 % 15 11 Figures on the graph are number of clients from East, West, North, South regions of India. Human Resource: The Company's performance is highly dependent on its ability to retain and continuously motivate its workforce. A higher than normal attrition rate will directly impact on the intellectual pool of the company. This could lead to delays, disruption of material deliveries, research projects and other programmes that are under execution. The Company has initiated numerous programmes to mitigate this risk. Disaster Risk: In the event of any unforeseen disasters like the Tsunami which hit coastal India during the month of December' 04, ABL's research facility and the corporate office which are located in Chennai are at risk. Data backup, and years of Research could be affected. In case of floods, it would completely hamper the logistics of finished goods from manufacturing facilities to the client's depot. The Company is establishing a disaster management and recovery plan. InflationRisk: Compensation and benefits form a significant chunk of the total cost structure. A more than anticipated rise in salaries or operating costs could erode profitability. This is more so in the case of products that come under the Drug Price Control Order. Quality Risk: Any drop in quality, reflected in poor over aging, leakers in soft gel capsules, bad packaging, etc could lead to customer dissatisfaction and result in customer attrition. The Company has initiated a quality assurance protocol to mitigate the risk. 31 Auditor's Report AUDITORS' REPORT TO THE MEMBERS OF ABL BIOTECHNOLOGIES LIMITED 1. We have audited the attached Balance Sheet of ABL BIOTECHNOLOGIES LIMITED as at 31st March 2006 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes (a) examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements (b) assessing the accounting principles used in the preparation of financial statements (c) assessing significant estimates made by management in the preparation of financial statements and (d) evaluating the overall financial statement preparation. We believe that our audit provides a reasonable basisforouropinion. 3. As required by the Companies (Auditor's Report) Order, 2003 and Companies (Auditor's Report) amendment order, 2004, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, subject to a) We have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purpose of, audit. b) In our opinion, the Company has kept proper books of accounts as required by law so far, as appears from our examination of those books. c) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts. d )ln our opinion, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement, comply with theAccounting Standards referred to in Sub-section (3C) of Section 21 1 of the Companies Act, 1956. e) On the basis of written representations received from the directors, as on 31st March, 2006, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2006 from being appointed as directors in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956; f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) In the case of Balance sheet, of the state of affairs of the Company as at 31 st March, 2006 ii) In the case of Profit and loss Account, of the profit for the year ended 31st March 2006. iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date. For and on behalf of PRATAP K A R A N PAUL & CO., Chartered A c c o u n t a n t s , Date Place : 25th May, 2006 : Chennai Pratapkaran Paul Partner. 33 Annexure referred to in paragraph 3 of Auditors' Report to the Members of~ABL BIOTECHNOLOGIES LIMITED on the accounts for the year ended 31 st March 2006. In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under: 1. The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets. As explained to us, all the assets have been physically verified by the management at a reasonable interval during The year. According to the information and explanation given to us, no material discrepancies were noticed on such verification. Substantial parts of fixed assets have not been disposed of during the year, which will affect its status as going concern. 2. The stocks of inventory have been physically verified during the year by the Management at reasonable intervals. In our opinion the procedure of physical verification of the Inventory followed by the management are, in our opinion reasonable and adequate in relation to the size of the company and nature of its business. The company is maintaining proper records of Inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material; however, the same have been properly dealt with in the books of accounts. 3. a) As informed, the company has not granted a loan, to companies, firms or other parities covered in the Register maintained under section 301 of the Companies Act, 1956. b) In our opinion, loan of Rs.859,675/- taken by the Company from two of its Directors covered in the register maintained under section 301 of the Companies Act, 1956, the rate of interest and otherterms and conditions of loans taken by the company are not prima facie prejudicial to the interest of the company. The principal amount is still due as on date. 4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for purchase of Inventory, Fixed Assets and for the sale of goods. In our opinion, there is no continuing failure to correct major weakness in internal control systems. 5. (a) In ouropinion, the particulars of contracts and arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section; and (b) In ouropinion, each of these transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. 6. The Company has not accepted any deposits within the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. 7. The Company has an internal audit system commensurate with its size and nature of its business. 8. As explained to us, the Central Government has not prescribed maintenance of Cost Record for any of the products manufactured by the Company under section 209 (1) (d) of the Companies Act, 1956. 34 9) a) The company has not been regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty and cess with the appropriate authorities. Details of amount due exceeding 6 months 1) 2) 3) Rs. 32391.00 Rs. 26546.00 Rs. 341773.00 TDS Professional Tax Income Tax Demand 10. The company has no accumulated losses to carry forward and has not incurred cash losses in the financial year under report and in the immediately preceding financial year. 11. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holder. 12. As explained to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The company is not a chit fund, nidhi or mutual benefit fund/society. 14. The company is not dealing or trading in shares, securities, debentures and other investments. 15. The company has not given guarantees for loans taken by others from banks or financial institutions 16. Term loans are applied for the purpose of which they were obtained. 17. The funds raised on short-term basis have not been used for long term investment. 18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained undersection 301 of the Act 19. The company has not issued debentures during the year. 20. The company has not raised any money through a public Issue during the year. 2 1 . During the checks carried out by us, any fraud on or by the company has not been noticed. For and on behalf of PRATAPKARAN PAUL & CO., Chartered A c c o u n t a n t s , Date Place Pratapkaran Paul Partner. : 25th May, 2006 : Chennai. 35 Financial Statements 36 B A L A N C E SHEET AS AT 31.03.2006 Sen. SOURCE OF FUNDS Shareholders Funds: Equity Capital Reserves & Surplus Loan Funds Secured Loans Unsecured Loans No 1 41,000,000 9,367,855 41,000,000 2 3 28,749,793 22,955,507 12,356,503 2,745,838 102,073,155 56,102,341 36,580,841 9,838,808 26,742,033 36,757,604 8,906,713 27,850,891 24,000,000 24,000,000 TOTAL APPLICATION OF FUNDS FIXED ASSETS Gross Block Less:Depreciation Net B l o c k 4 INVESTMENTS 5 CURRENT ASSETS, LOANS AND ADVANCES a. Inventories b. Sundry Debtors c. Loans and Advances d. Cash and Bank Balances LESS: CURRENT LIABLITIES AND PROVISIONS a. Current Liabilities b. Provision for taxation 6 6.1 6.2 6.3 6.4 7 _ ' 16,310,234 30,572,818 34,368,218 43,342 42,090,580 1,254,254 Net Current Assets Mis.Expenditure Profit & Loss Account TOTAL Significant Accounting Policies Notes to the Accounts (Rs) AS AT 31.03.2005 A S AT 31.03.2006 8 81,294,612 13,596,583 1,437,706 2,835,184 45,614 17,915,088 43,344,834 29,067,874 345,000 29,412,874 37,949,778 (11,497,786) 13,381,344 102,073,155 8,325,357 7,423,879 56,102,341 19 20 Schedules 1 to 8, 19 & 20 refered to above form an integral part of the Balance Sheet This is the Balance Sheet referred to in our Report of even date For Pratapkaran Paul & Co., Chartered A c c o u n t a n t s , Pratapkaran Paul Partner For and on behalf of the Board Dr.G.Subramanian Director 25th May, 2006 Chennai 37 K.O.Isaac Chairman & Managing Director Schedule to Balance Sheet Schedule No.1 SHARE CAPITAL AS AT 31.03.2006 Authorised: 60,00,000 Equity Share of Rs.107- Each Issued, Subscribed & Paid up: 41,00,000 Equity Shares of Rs.10 Each for Cast at par (Rs) AS AT 31.03.2005 60,000,000 60,000,000 41,000,000 41,000,000 41,000,000 41,000,000 14,396,125 10,222,143 Schedule No.2 SECURED LOANS A. From Banks and Financial Institutions (a) From State Bank CC account Cash Credit (Security Details ref SI.No.1 to Notes on Accounts) (b) From SBI Demand Loan (Secured against Fixed Deposits made from Soft Loan) c) From Others 4,830,000 7,848,577 Under Hirepurchase Agreement (Securred against assets purchased under H.P.A.) 1,675,090 2,134,360 Total Schedule No.3 UNSECURED LOANS 28,749,793 12,356,503 A. From Directors B. From Others 859,675 22,095,832 650,006 2,095,832 22,955,507 2,745,838 13,000,000 13,000,000 11,000,000 24,000,000 11,000,000 24,000,000 Schedule No.5 INVESTMENTS AT COST Unquoted- Fully Paid 1,300,000 Equity Shares of Rs.10 Each of M/S.Samudra Biopharma Private Limited Share Application Money with M/S.Samudra Bio pharma Private Limited 38 Schedule No.4 Fixed Assets as on 31.3.2006 (Rs) GROSS BLOCK Particulars LAND As At 01.04.2005 Additions Sale/trf As At 31.03.2006 2,136,073 - - 2,136,073 16,445,128 - - 16,445,128 9,187,275 - - ELECTRICAL INSTRUMENTS 982,768 - OFFICE EQUIPMENT 918,096 LAB EQUIPMENT BUILDING PLANT AND MACHINERY FURNITURE & FITTINGS LIBRARY As At 01.04.2005 - DEPRECIATION For the year Adjustments NET BLOCK As At 31.03.2006 A s At 31.03.2006 A s At 31.03.2005 - 2,136,073 2,136,073 - - 2,267,043 268,056 - 2,535,099 13,910,029 14,178,085 9,187,275 3,573,438 436,396 - 4,009,834 5,177,441 5,613,837 - 982,768 245,903 46,681 - 292,584 690,184 736,865 94,098 - 1,012,194 473,324 184,398 - 657,722 354,472 444,772 247,811 52,978 - 300,789 174,275 12,981 - 187,256 113,533 73,536 1,726,614 19,518 - 1,746,132 419,588 109,555 - 529,143 1,216,989 1,307,026 - - 34,321 17,139 2,173 - 19,312 15,009 17,182 34,321 VEHICLES 3,617,977 265,000 759,407 3,123,570 930,324 345,156 719,460 556,020 2,567,550 2,687,653 COMPUTERS 1,461,541 151,050 - 1,612,591 805,680 246,159 - 1,051,839 560,752 655,861 TOTAL 36,757,604 582,644 759,407 36,580,841 8,906,713 1,651,555 9,838,808 26,742,033 27,850,891 Previous Year 34,787,795 1,969,809 36,757,604 7,445,853 1,460,860 8,906,713 27,850,891 27,341,942 - 719,460 - Schedule to Balance Sheet Schedule No.6.1 INVENTORIES (as Certified by the Management) (Rs) A S AT 31.03.2006 A S AT 31.03.2005 5,040,544 7,419,927 1,367,971 2,481,792 3,232,340 6,540,789 1,101,827 2,721,627 Total 16,310,234 13,596,583 Schedule No.6.2 S u n d r y Debtors (Unsecured) Less than 180 Day Considered Good and Recoverable Others Total 30,296,578 276,240 30,572,818 1,118,156 319,550 1,437,706 Raw Material Work In Progress Packing Materials Finished Goods Schedule No.6.3 LOANS, ADVANCES AND DEPOSITS (Unsecured considered Good) Staff Advance 1,347,260 114,639 Interest Receivable Deposits Advance others 22,071,867 10,949,091 1,415,317 1,305,228 Total 34,368,218 2,835,184 3,695 15,065 Balance w i t h Banks On current account 39,647 30,549 Total 43,342 45,614 2,284,550 1,315,614 23,619,595 8,383,173 5,920,914 501,993 1,936,768 17,165,964 7,600,791 1,442,392 566,734 419,966 42,090,580 29,067,874 Schedule No.6.4 CASH AND BANK BALANCE Cash, Cheques and Stamps on Hand Schedule No.7 CURRENT LIABILITIES & PROVISIONS a. Current Liabilities Sundry Creditors Advances Sundry Creditors others Sundry Creditors Trade Oustanding Expenses Other Liabilities b. Provisions Provisionfor Gratuity & Bonus Total 40 (Rs) A S AT Schedule No. 8 31.03.2006 A S AT 31.03.2005 MISCELLANEOUS EXPENDITURE & RESEARCH A N D DEVELOPMENT EXPENDITURE Balance as per last year Less: Written Off during the year Balance Research and Development Expenditure Add: Additions Total Less: Written Off during the year Balance Balance carried over to the Balance Sheet 1,804,660 a 1,804,660 8,325,357 3,251,328 11,576,685 238,116 238,116 - b 11,576,685 4,753,066 4,522,904 9,275,970 950,613 8,325,357 a+b 13,381,344 8,325,357 - 41 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31.03.2006 Sch. No For the year ended 31.03.2006 Income Sales Other Income Increase in Inventory 10 11 12 (Rs) For the year ended 31.03.2005 99,514,628 10,082,200 639,303 67,846,502 17,568 6,152,811 110,236,131 74,016,881 32,286,374 41,390,669 6,025,801 7,606,346 419,680 87,728,870 30,514,207 21,139,195 6,080,655 7,976,615 465,924 1,188,729 67,365,325 22,507,261 6,651,556 2,809,718 1,514,980 19,697,543 5,136,575 1,651,555 1,460,860 18,045,988 3,675,715 - 2,786,731 18,045,988 6,462,446 1,254,254 345,000 Profit after taxation and before Extra-ordinary Items 16,791,734 6,117,446 Loss for the earlier year brought forward (7,423,879) 13,541,325 9,367,855 (7,423,879) 4.10 1.49 4,100,000 4,100,000 Total Income Expenditure Material Cost Direct Expenses Personnel Cost Administrative Expenses Selling Expenses Research and Development and Preliminary Expenses w/o Total Expenditure 13 14 15 16 17 8 - Profit Before Interest and Depreciation 18 Financial Charges Profit Before Depreciation and Taxation Depreciation as per Companies Act Profit before Taxation & Extra-ordinary Item Add: Excess Provision of Previous Year now written back Profit before taxation and Extraordinary Items Provision for Taxation Profit / Loss Carried Forward to BS Significant Accounting Policies Notes to the Accounts Basic and Diluted Earnings Per Share (in Rupees) Face Value Rs.10(Note 14 ) 19 20 Number of Equity Shares This is the Profit and Loss Account referred to in our report of even date. For Pratapkaran Paul & Co., Chartered Accountants, Pratapkaran Paul Partner For and on behalf of Board Dr.G.Subramanian Director 42 K.O.Isaac Chairman & Managing Director Schedule to Profit and Loss Account in Rs For the year ended 31.03.2006 Schedule No.10 SALES Sales (Inclusive of Excise Duty) For the year ended 31.03.2005 99,514,628 67,846,502 99,514,628 67,846,502 10,082,200 17,568 10,082,200 17,568 4,334,167 1,872,682 4,334,167 1,872,682 29,762,474 4,598,249 34,360,722 28,013,808 4,961,884 32,975,692 Less: Closing Stock Raw Materials Packing Materials 5,040,544 1,367,971 3,232,340 1,101,827 Total Closing stock 6,408,515 4,334,167 32,286,374 30,514,207 6,540,789 2,721,627 9,262,416 1,587,845 1,521,760 3,109,605 7,419,927 2,481,792 9,901,719 639,303 6,540,789 2,721,627 9,262,416 6,152,811 Schedule No.14 DIRECT EXPENSES Capsulation Charges 10,240,905 9,812,884 C and F Expenses Labour Charges Packing Materials Excise duty Total 661,043 64,963 962,384 29,461,374 41,390,669 1,052,775 85,454 346,632 9,841,450 21,139,195 Schedule No.11 OTHER INCOME Other Income Schedule No.13 MATERIAL COST Opening Stock Raw Materials Total Opening Stock Add: Purchases Raw Materials Packing Materials Total Purchases Raw Material Consumed Schedule No.12 STOCK (INCREASE) / DECREASE Opening Stock Work in Progress Finished Goods Total Opening Stock a+bc Less: Closing Stock WIP Finished Goods Total Closing stock 43 S c h e d u l e t o Profit a n d L o s s A c c o u n t S c h e d u l e No.15 PERSONNEL COST For t h e year e n d e d 31.03.2006 Salaries & Bonus Gratuity Staff Welfare Expenses Contribution to Provident Fund Total (Rs) For the year e n d e d 31.03.2005 4,989,836 61,768 208,812 765,386 5,219,233 30,800 182,006 648,616 6,025,801 6,080,655 67,344 4,196 70,535 528,747 66,120 7,364 S c h e d u l e No.16 ADMINISTRATIVE EXPENSES Auditors Remuneration Books and Periodicals Brokerage Communication Expenses Donation Electicity Bills Hire charges Insurance Loss On sale of assets Misc Expenses Printing and Stationery Rent rates & Taxes Repairs & Maintenance Security Charges Seminar & Training 173,119 383,716 109,313 343 180,573 257,192 1,363,617 828,702 751,470 196,734 1,263,965 1,426,780 Service, Legal & Consultancy Charges Travelling Expenses Vehicle Maintenance Total 31,825 12,500 193,003 80,507 185,068 114,802 234,624 1,385,445 1,379,911 500,620 1,699,996 1,178,314 206,516 7,606,346 7,976,615 Sales Promotion Expenses 419,680 465,924 Total 419,680 465,924 1,777,002 1,032,716 1,139,927 375,053 2,809,718 1,514,980 S c h e d u l e No.17 SELLING EXPENSES S c h e d u l e No.18 FINANCE CHARGES Interest on Loans Bank Charges Total 44 Schedule No.19 SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION OF FINANCIAL STATEMENTS The financial statements have been prepared in accordance with the Accounting Standards Specified by the Institute of Chartered Accountants of India. ACCOUNTING CONVENTION AND REVENUE RECOGNITION The financial statements are prepared und er the historical cost convention, in accordance with the generally accepted accounting principles and the provision of Companies Act, 1956, as adopted and consistently followed by the Company. FIXED ASSETS Fixed Assets are stated at Cost of acquisition less accumulated depreciation DEPRECIATION The Company has adopted Depreciation as per the Companies Act, 1956 INVENTORIES a) Raw Materials, Packing Material - Valued at Cost b) Work in Progress - Valued at Cost c) Finished Goods - valued at net realisable value. INVESTMENTS Long term Investments are stated at cost RETIREMENT BENEFITS a) Gratuity liability under the Payment of Gratuity Act is accured and provided at the end of each financial year. b) Retirement benefits in the form of provident fund and pension./superannuation schemes whether in pursuance of any law or otherwise is accounted on accrual basis and charged to profit and loss account for the year. As per our Report of even date attached For Pratapkaran Paul & Co., Chartered Accountants, Pratapkaran Paul Partner For and on behalf of the Board Dr.G.Subramanian Director 25th May, 2006 Chennai 45 K.O.Isaac Chairman & Managing Director Schedule No.20 NOTES TO THE ACCOUNTS 1 Secured Loans State Bank of India Primary Security a) Hypothecation by way of First Charge of all the company's stocks of raw materials, semi finished, finished goods, stores, spares, book debts/movables and the Company's Fixed assets both present and future. Co\\atera\ Security b) EM of Immovable properties at Thimmapuram Village, Bheemunipatnam Mandalam, Vishakapatnam District, - all that piece of land extent 29 cents or 0.116 hectares survey no.329/3, Thimmapuram Village - all that piece of land extent 33 cents or 0.132 hectares covered by survey no.329/3, Thimmapuram Village - all that piece of land extent of 0.52 cents or 0.208 hectares covered by survey no.329/3, Thimmapuram Village - all that piece of land extent of 0.20 cents or 0.080 hectares or 968 sq. yard or 813.12 sq.mtrs covered by S.No.329/3 of Thimmapuram Village - all that piece of land extent of 860 sq. yards covered by survey no.329/3, Thimmapuram Village, Kapuluppada Panchayath, Beemunipatnam Mandalam, Vishakapatnam, District. Demand Loan Secured against Fixed Deposit of 2 Crores received from the Department of Science and Technology. 2 Unsecured Loans Unsecured Loans includes the Soft Loan of Rs.2 Crore from Department of Science and Technology. 3 Investments a) Shares held by M/S.ABL Biotechnologies Ltd in M/S.Samudra Biopharma Private Limited amounting to Rs.130 lacs is pledged to TDB of Government of India as collateral security for the loan facility extended to M/S.Samudra Biopharma Private Limited. b) Investment represents the cost price and no adjustment has been made due to change in the value of the share of the M/S.Samudra Biopharma Private limited, being a private limited company and not traded. c) No interest has been recognised from the above investment of Rs.2.4 crores 4 Fixed Assets Depreciation on Fixed Assets is calculated on Straight Line Method in accordance with the rates prescribed under Schedule XIV of the Companies Act, 1956. Sale of Assets had been adjusted and loss is charged to Profit & Loss account. 5 Research and Development Expenditure During the year Rs. 32.51 Lacs (Rs45.22 Lacs) was spent towards development of Bio-technology products. Out of the Total Expenditure of Rs115.75 Lacs (Rs.92.75 Lacs) including the additional expenditure incurred during the year, no amount has been written off as per the decision of the management and profit is higher to that extent. • . - 6 Additional information as required in Para II of Schedule VI to the Companies Act, 1956 Technology Sales The Company has recognised a technology sale income of Rs.50 lacs during the year, made to M/s Samudra Biopharma Private Limited, a related party as per agreement. Royalty The Company has recognised Royalty Income from M/s Samudra Biopharma Private Limited as per Technology Agreement dated 15th June, 2000. 46 Year Ended a) Turnover Softgel capsules b) Closing Stock 31.03.2006" Value Rs 99,514,628 31.03.2005 Value Rs 58,005,052 5,040,544 7,419,927 2,481,792 Raw Materials (Various Items) WIP Finished Goods (Softgel- Various Items) 3,232,340 6,540,489 2,721,627 c) Consumption 32,286,374 30,514,207 d) Raw Materials (Various Items) 34,360,722 32,975,692 7 Value of Imports calculated on C.I.F.basis: 8 Expenditure in Foreign Currency during the Financial Year (In Rs) 9 10 NIL NIL a) Foreign Travel b) Technicians' Salary c) Purchase Trading Items 221,126 NIL NIL NIL Earnings in Foreign Exchange : (In Rs) 799,845 Unsecured Loans" Include Loans from Directors as per the following breakup. Name 11 Balance As on 31.03.2006 K.O.Isaac Rosemary Isaac Rs 790,504 69,171 Rs 580,835 69,171 Total 859,675 650,006 2005-2006 2004-2005 30,000 20,000 10,000 30,000 20,000 10,000 Auditors Remuneration Statutory Auditors: Audit Tax Audit Certification Fees 12 Balance As on 31.03.2005 in Rs in Rs in Rs The Equity Shares of the Company are listed in the Bombay and Chennai Stock Exchanges. The Listing fee is due for the year. 47 Related Party Disclosures As per Accounting Standard (AS) 18 issued by The Institute of Chartered Accoutants of India, the Company's related parties in terms of AS 18 are disclosed below (a) Other Related parties with whom transactions have taken place during the year. Nature of Relationship The Company holds 40% shares in M/S. Samudra Biopharma private Limited and Managing Director of the Company is also the Chair man of M/S.Samudra Biopharma Private Limited (b) Transactions with Related Parties Current Year in Rs Previous Year in Rs 1) M/S.Samudra Biopharma Private Limited (Formerly Shanta Marine Biotechnologies Pvt Ltd) Trade Advance Investments in Share Application 5,401,118 2,541,884 11,000,000 11,000,000 Royalty receivable 5,000,000 Technology Sale Income Receivable 5,000,000 26,401,118 Total 13,541,884 2) M/S.Sea Horse Trading Private Limited Advances Received Reimbursement of Expenses 3,000 Advances Paid 22,378 (c )Amount due to (from) related party: as on 31st March 06 Amount Receivable Amount Payable In Rs In Rs M/S.Sea Horse Trading Pvt. 1,171,883 In calculating Basic and Diluted Earnings per share: Numerator Used 2005-06 2004-05 Profit Before Extra-ordinary items 16,791,734 6,117,446 16,791,734 6,117,446 4.10 1.49 Profit after Extra-ordinary items Earnings per share: Excluding Extra-ordinary items Including Extra-ordinary items Denominator Used (No. of Equity shares Outstanding) 48 4.10 1.49 4,100,000 4,100,000 15 16 No Confirmation of balances has been obtained with regard to Sundry Debtors and Sundry Creditors. Provision for Taxation includes current year provision and FBT payable. Short provision of Rs.536215/- has been made and the profit will be overstated to that extent. 17 The company has no reportable segment under AS17. 18 Out of the tax demand for the assessment year 2000- 2001 amounting to Rs.6,70,674/- An Amount of Rs.450000/had been remitted as on 31.03.2006 and the balance is payable as on this date. 19 Penal interest of Rs.121099/- had been paid by the company and is charged to Profit & Loss account. The company has approached the Assessing officer for waiver and refund of the same. 20 Deferred Tax In term of Accounting standard (AS22) on "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, there is a net deferred tax liability. In compliance with the provision of the Accounting Standard and based on general prudence, the company has not recognised the said deferred tax liability while preparing the accounts of the current year. 21 Previous Year Figures have been regrouped and rearranged wherever necessary, to confirm to current year's classification. 22 The figures have been rounded off to the nearest rupee. As per our Report of even date attached For and on behalf of the Board For Pratapkaran Paul & Co., Chartered Acountants, Pratapkaran Paul Partner Dr.G.Subramanian Director 25th May, 2006 Chennai 49 K.O.Isaac Chairman and Managing Director CASH FLOW STATEMENT Current Year 2005-2006 Previous Year 2004-2005 9 10 Cash from Operating Activity Net Profit as per profit and loss Adjustments for: Depreciation Loss on Sale of Assets R & D Expenses and Misc. Exp. w/o Interest paid Provision for Income Tax Tax Paid During The year Excess provision writen back Bad Debts Mis. Expenditure Deferred 11 12 13 14 Operating Profit before working capital Changes Adjustments for Inventories Trade and Other Receivables Loans and Advances Sundry Creditors (27.14) (291.35) (315.33) 130.23 (86.14) (3.01) (12.68) 138.82 14 Cash generated from Operation Interest Paid (332.53) (28.10) 70.16 (15.15) Cash Flow before Extraordinary items Extraordinary items (360.63) 55.01 15 Net Cash from Operating Activities CASH FLOW FROM INVESTING ACTIVITIES Sale of Asset Investment in Share Application Purchase of Assets (360.63) A 1 CD 2 3 4 5 7 CO B C 61.17 16.52 0.00 14.61 - 28.10 12.54 (3.46) - 11.89 15.15 3.45 - - (27.87) (50.56) (45.23) 171.06 33.17 - - Net cash used in Investing Activities CASH FLOW FROM FINANCING ACTIVITIES Indian Bank WC loan Repaid Secured Loan , Vehicle Loan Unsecured Loan Net cash from Financing Activities Net Cash Flow During the year Cash and Cash Equivalent as at 01.04.2005 Cash and Cash Equivalent as at 31.03.2006 Place :Chennai Date :25th May,2006 167.92 - 55.01 - 0.40 (5.83) (110.00) (19.70) (5.43) (129.70) - - 163.93 ; 202.10 366.03 (0.03) 0.46 0.43 Dr. G.Subramanian Director (32.65) 102.22 4.85 74.42 (0.27) 0.72 0.46 , K.O. Isaac Chairman & Managing Director AUDITOR" S REPORT We have examined the above Cash Flow Statement of M/S.ABL BIOTECHNOLOGIES LIMITED for the period ended March 31, 2006. The statement has been prepared by the Company in accordance with the requirements of the clause 32 of the listing agreement and is based on and in agreement with the corresponding Profit & Loss account and Balance Sheet of the Company covered by our report of 25th May,2006 to the members of the Company. For Pratapkaran Paul & CO., Chartered Accountants, 25th May, 2006 Chennai Pratapkaran Paul Partner 50 B A L A N C E SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE 1 R e g i s t r a t i o n Details Registration No. State Code Balance Sheet Date 22340 18 31.03.2006 2 Capital raised d u r i n g the year ( A m o u n t in T h o u s a n d s ) 3 P o s i t i o n of M o b i l i s a t i o n a n d D e p l o y m e n t of F u n d s ( A m o u n t in R s . T h o u s a n d s ) Total Liabilities Total Assets Source of Funds Paid up Capital Reserves and Surplus Secured Loans Unsecued Loans 4 102,073 102,073 41,000 9,368 28,750 22,956 Application of Funds Net Fixed Assets Profit and Loss Account Investment Net Current Assets Misc. Expenses 26,742 24,000 37,950 13,381 P e r f o r m a n c e of C o m p a n y ( A m o u n t in Rs. T h o u s a n d s ) Turnover (including other income) Total Expenditure Profit Before Tax Profit after Extra-ordinary items Profit After Tax Earnings Per share Dividend 5 NIL 110,236 92,190 18,046 18,046 16,792 4.10 Generic Name(s) of P r i n c i p a l P r o d u c t s / S e r v i c e s of C o m p a n y (as per m o n e t a r y t e r m s ) Item Code No.(ITC Code) Product Description Softgel Capsule A s per o u r R e p o r t o f even date a t t a c h e d For Pratapkaran Paul & Co., Chartered A c c o u n t a n t s , Pratapkaran Paul Partner For a n d o n behalf o f the B o a r d Dr.G.Subramanian Director 25th May, 2006 Chennai 51 K.O.Isaac C h a i r m a n & M a n a g i n g Director Notice to Share Holders 52 NOTICE TO THE SHAREHOLDERS NOTICE is hereby given that the Fourteenth Annual General Meeting of the Company will be held on Thursday, the 28 day of September 2006 at 'Bharathi Vidya Bhavan'rMylapore, Chennai - 600 004 at 11.00 A.M. to transact the following business: th ORDINARY BUSINESS s t 1. To receive consider and adopt the Balance Sheet as at 3 1 Directors and Auditors thereon. March 2006, and the report of the 2. To appoint a Director in the place of DR.S.RAVINDRAN, who retires from office by rotation and being eligible offers himself for reappointment 3. To appoint auditors to hold office until the conclusion of the next Annual General Meeting and to fix their remuneration. The retiring auditors, M/s. Pratap Karan Paul & Co. are eligible for reappointment. SPECIAL BUSINESS: To Consider and if though fit, to pass, with or without modifications(s), the following resolutions as Special Resolution: 4) Increase in Authorized Share Capital of the company. a) "RESOLVED that pursuant to the provisions of Sections 16, 94 of the Companies Act, 1956 (including any amendments to or re-enactment thereof), the authorized share capital of the Company be increased from Rs.60,000,000/- divided into 60,00,000 Equity Shares of face value of Re. 10/- each to Rs.200,000,000 divided into 20,000,000 equity shares of Rs,10/- (Rupees Ten Only) each and that the Memorandum of Association and Articles of Association of the company be altered accordingly." "RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company, relating to authorized share capital be altered by substituting the same with the following clause: The authorized share capital of the Company is Rs.200,000,000/- (Rupees twenty crores only) divided into 20,000,000 (Two crores) Equity shares of Rs.10/- (Rupees ten only) each with power to increase or reduce and alter the capital in accordance with the provisions of the Companies Act, 1956. b) "RESOLVED FURTHER THAT the existing regulation 3 (a) of the Articles of Association of the Company be and is hereby altered and reads as under: The authorized share capital of the Company is Rs.200,000,000/- (Rupees twenty crores only) divided into 20,000,000 (Two crores) Equity shares of Rs. 10/- (Rupees ten only) e a c h . 5. Issue of Shares by way of Rights, Private Placement & ADR/GDPJ FCCB "RESOLVED THAT pursuant to Section 81(1 A) and other applicable provisions, if any, of the Companies Act, 1956, and subject to the approvals, consents, permissions and / or sanctions as may be necessary, of the Government of India (GOI), Reserve Bank of India (RBI), and the Securities and 53 Notice, to tkt SkaMkoMeh^ Exchange Board of India (SEBI), the Listing Agreement entered by the company with the Stock Exchanges and any other appropriate authorities, institutions or bodies and. subject to such conditions as may be prescribed by any of them in granting any such approval, consent, permission or sanction, the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall be deemed to include any committee of the Board exercising the powers conferred by the Board) be and is hereby authorized on behalf of the Company to issue / offer and allot Equity Shares and Securities convertible into Equity shares whether optionally or otherwise) by way of Rights issue, Public Issue, Private placement, Foreign Currency Convertible Bonds (FCCB's)/Global Depositary Receipts (GDR's) / American Depositary Receipts (ADR's) (hereinafter referred to as "Securities") or a combination thereof for an aggregate amount not exceeding - Rs.90.00 Crores (with permissible green shoe option) or its equivalent in Indian and / or in any other currency(ies) (inclusive of such premium, as may be fixed on such Equity shares) or upon such limit as may be permitted by the Ministry of Finance or such other Authorities, whichever is higher, directly to Indian or Foreign Investors (whether institutions, incorporated bodies, mutual funds and / or individuals or otherwise and whether or not such investors are members, promoters, directors or their associates of the Company) at such time or times and in such tranches, at such price or prices, at a discount or premium to market price or prices in such manner and on such terms and conditions contained in the Letter of Offer including security, rate of interest etc. as may be decided and deemed appropriate by the Board at the time of such issue or allotment considering the prevailing market conditions and other relevant factors wherever necessary, in consultation with the Lead Managers and Underwriters or through the subsidiaries, so as to also enable the Company to get listed at Stock Exchanges". "RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modifications in the proposal as may be required by the authorities involved in such issues but subject to such conditions as the SEBI / GOI / RBI or other such appropriate authorities may impose at the time of their approval and as agreed to by the Board." "RESOLVED FURTHER THAT without prejudice to the generality of the above, issue of securities in international offering may have all or any term or combination of terms in accordance with the international practice including but not limited to conditions in relation to payment of interest, additional interest, premium on redemption, prepayment and any other debt service payment whatsoever and all such terms as are provided in international offering of this nature including terms for issue of additional Equity Shares or variation of the conversion price of the Securities during the duration of the securities." "RESOLVED FURTHER THAT the Board be and is authorized to enter into and execute all such arrangements / agreements with any Lead Managers / Underwriters / Guarantors / Depositors / Custodians and all such agents as may be involved or concerned in such offering of securities and to remunerate all such agents, including by way of payment of commission, brokerage, fees, expenses incurred in relation to the issue of securities and other expenses if any, or the like." "RESOLVED FURTHER THAT the Board be and is hereby authorized subject to approval of the Reserve Bank of India and the concerned authorities to secure the entire or any part of the issue by creation of a mortgage / charge on the Company's immovable and movable properties, present and future, such charge to rank either pari passu with, or second, subsequent, subservient and subordinate to all the mortgages / charges created / to be created by the Company for all existing and future borrowings and facilities whatsoever." "RESOLVED FURTHER THAT the Securities issued for international offerings shall be deemed to have been made abroad in the market and / or at the place of issue of the Securities in international markets and shall be governed by English or American law, as the case may be." 54 Ncbucjb to ike, SkaAeholdeAL RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities referred to in the paragraph(s) above as may be necessary in accordance with the terms of the offering and all such shares to rank pari passu with the existing Equity shares of the Company in all respects, excepting such right as to dividend and voting as may be provided under the Terms of the issue and in the Offer Document." "RESOLVED FURTHER THAT for the purpose of giving effect to any issue of allotment of Equity Shares or Securities representing the same, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it m a y , in its absolute discretion, deem necessary or desirable including listing of the shares/securities and to settle any questions, difficulties or doubts, that may arise in regard to the offering, issue, allotment and utilization of the issue proceeds, as it may in its absolute discretion, deem fit and proper and that the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any committee of Directors or Senior Executive(s) / Officer(s) of the Company to give effect to the resolution". 6. Issue of shares on a preferential basis: "RESOLVED THATpursuanttotheprovisionsofSection81(1A) and all other applicable provisions if any, of the Companies Act, 1956 (the "Act") (including any statutory modification or re-enactment thereof for the time being in force) and in accordance with the provisions of the Articles of Association of the Company, the Listing Agreement entered into by the Company with the stock exchanges where the shares of the company are listed, the guidelines and clarifications issued by the Securities and Exchange Board of India (the "SEBI") and any other statutory/regulatory authorities, and subject to all such other approvals, permissions, consents and sanctions of any authorities, as may be necessary and subject to such conditions and modifications as may prescribed or imposed by any of them while granting such approvals, permissions, consents and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board") which terms shall also include any committee thereof, the consent of the Company be and is hereby accorded to the Board of directors to offer, issue and allot upto an extent of 30,00,000 warrants convertible into Equity Shares value per share Rs.10/-and premium per share Rs.45 aggregating to Rs. 16,50,00,000 (Rupees sixteen crores fifty lakhs only) being the price determined in accordance with the SEBI (Disclosure and investor Protection) Guidelines, 2000 ("SEBI Guidelines) as in force on the date of this notice, to Mr.K.O.Isaac, Promoter and his associates on such terms and conditions including conditions as to dividends, premiums, terms of conversion, etc., as the Board may in its absolute discretion deem fit and in accordance with the Articles of Associations of the Company and as per the Guidelines of SEBI." "RESOLVED FURTHER THAT Rs.1,65,00,000 (Rupees one crores and sixty-five lakhs only) amounting to 10% of the total subscription Price in respect of shares that may be allotted upon conversion of the warrants determined in accordance with the SEBI Guidelines, be paid up-front on the date of the allotment of the warrants to such person(s)." "RESOLVED FURTHER THAT the warrants holder shall have the option of applying for and being allotted Equity Shares of the company of face value of Rs.10/- each by paying the balance subscription amount after adjusting the upfront payment made by them on the date of allotment of such warrants or at any time prior to the expiry of 18 months from the date of allotment of the warrants." "RESOLVED FURTHER THAT to the extent permitted as per the existing provisions of law in this regard all/any Equity Shares resulting from the conversions of the warrants to be allotted as an outcome of the above mentioned preferential allotments shall rank pari passu in all respects with the then existing Equity Shares including dividend entitlement. 55 Notice, to tkt Ska/ukoUe\^ "RESOLVED FURTHER THAT the relevant date in relation to the above mentioned Preferential issue of share warrants for the purpose of determining the issue price under the SEBI Guidelines shall be 28 August 2006." ,h "RESOLVED FURTHER THAT the Board be and is hereby authorized to accept such amendments, modifications, variations and alterations as stock exchanges may stipulated in that behalf. "RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of Equity shares allotted under the preferential issue of Equity shares and warrants on one or more recognized stock exchanges in India where the company's shares are listed, as per the terms and conditions of the listing agreement with the stock exchanges concerned, and in accordance with such other guidelines, rules and regulations as may be applicable with regard to such listing. "FURTHER RESOLVED THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to take all actions and do all such deeds, matters and expedients to effect the issue or allotment of aforesaid securities and to resolve and settle all questions and difficulties that may arise in the proposed issue and allotment of aforesaid securities and to do all acts ,deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion deem fit, without being required to seek any further consent or approval of the members or otherwise and intend that they shall be deemed to have given their approval thereto expressly by the authority of this resolution." "RESOLVED FURTH ER THAT the Board be and is hereby authorised to delegate all or any of the powers to any committee of Director's of the company or Managing Director to give effect to the aforesaid resolutions." For and on behalf of the Board, Date: 28.8.2006 Place: Chennai K.O.Isaac C h a i r m a n a n d Managing Director 56 Notice- to tkb SlwvehoWhb, NOTES a. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. b. The Instrument appointing a proxy shall be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting. c. The Register of Members and Transfer Books of the Company will remain closed from Friday, 22 September, 2006 to Thursday, 28 day of September, 2006. (Both days inclusive). nd ,h d. Members/Proxies should bring the Attendance Slip sent herewith duly filled in for attending the meeting. e. Members are requested to notify immediately any change in their address to the Registrar and Share transfer Agent - M/s. Cameo Corporate Services Ltd., "Subramanian Buildings", 1, Club House Road, Chennai-600 002. f. The equity shares of the Company have been admitted for dematerialization with National Securities Depository Limited and Central Depository Services Limited. The ISIN No. is INE707D01016. g. Information pursuant to Clause 49 of the Listing Agreement for reappointment of Directors is enclosed herewith for item number 2. h. Explanatory Statement as required under section 173 (2) of the Companies Act, 1956 is enclosed herewith for item numbers 4 to 6. 57 Notice, to the, SiuAtkotdehi, EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 AND SEBI (DISCLOSURE & INVESTOR PROTECTION) GUIDELINES" 2000 IN RESPECT OF THE BUSINESS SETOUT IN THE NOTICE Item no. 2: Dr.S.Ravindran holds an MS in Orthopaedic Surgery with special interest in Arthoroplastic Surgeries, Trauma and Peadiatric Orthopaedic surgeries. Dr.Ravindran has enormous experience and interest in the area of focussed pharmaceutical development, especially in therapeutic nutrition. He also has exposure to management and operations of business as well as international trade, in the area of pharmaceuticals. Dr.Ravindran brings to the Board a diverse but thorough exposure to the area of medicine and pharmaceutical sciences. He is also personally interested in and associated with the Drug Discovery Programmes at ABL's research facility. Item no. 4 (a) & (b) for Increase of Authorized Share Capital The shareholders are well aware that the Company's performance during the past year has shown significant improvement and the Board of Directors propose to initiate new projects to increase the efficiency and profitability of the Company These include a facility for production of DHA, an omega fatty acid necessary for the development of the human brain, the reduction of low density cholesterol, the improvement of liver function and with applications in treatment of cancer and neuro-degeneratory diseases. This product will be manufactured for the first time in India and for the second time in the world. In addition, the Company proposes to establish a facility for production of Phycocyanin from a marine cyanobacterium, useful in the natural pigment industry with applications in anti-cancer treatment and diagnostics. The Department of Science and Technology, Government of India, is funding ABL for clinical research applications of this product. This product also finds enormous use in the food and cosmetic industry. In addition, ABL proposes to set up a formulation facility for its finished products to make itself more self reliant. This facility will look at various formats like liquids, tablets, ointments and capsules and will create opportunity for value addition of the Company's products. In this regard your Board of Directors proposes to infuse more funds into the Company by way of issue of equity shares by public issue, rights issue, preferential allotments including ADR, GDR and other issues since for the proposed projects the present share capital would not sufficient. To enable the Board of Directors to effect further issue of shares it was decided to increase the present authorized capital from Rs.6.00 Crores to Rs.20.00 Crores. Such issue of further shares and increase in the authorized share capital requires alteration in the Memorandum and Articles of Association of the company and hence the necessary resolutions are being put forth for the approval of the shareholders. None of the Directors are interested in the above resolution except to the extent of their shareholding in the Company. Item no. 5 for issue of shares by way of rights, private placement and ADR/GDR/ FCCB 58 Alofxce to tke> SkahAiotJitK^ To meet the fund requirements for its various business plans, the Company intends to enter into the Capital Market to raise an amount not exceeding Rs.90.00 Crores through issue of equity shares by way of rights issue, public issue, private placements and equity linked instruments like ADR/GDR/FCCB. The purpose of the proposed offer is to exploit the emerging opportunities for growth through acquisitions, joint ventures and strategic alliances, both abroad and in India. The proposed issue will be subject to the approval of the appropriate authorities and within the framework of the guidelines issued by the SEBI and as per the terms mentioned in the resolution. The Company will work out the plans and modes of financing and utilization in consultation with the advisors, lead managers and / or other agencies wherever applicable subject to the approval of Government of India, Reserve Bank of India, Securities and Exchange Board of India and other authorities concerned. Since the modalities and the terms of the issue will be decided by the Board of Directors, the issue price of such securities will be determined by the Board at the time of issue[s] depending on the prevailing market conditions and may be listed on stock exchange[s], whether in India or abroad, as may be deemed fit by the Board and may be represented by depository receipts and / or such other securities. This resolution gives adequate flexibility in respect of working out the modalities of issue including size, timing and pricing and also issue such securities in such tranches, at such times and at such prices and / or such other valuable considerations] as the Board may in its absolute discretion deem fit. Section 81 of the Companies Act, 1956, provides that where increase in the subscribed capital of the Company is proposed by allotment of further shares, such further shares shall be offered to the existing holders of equity shares in the Company, unless the Board is authorized by a special resolution passed by the Company in a General Meeting to issue such further shares to any person whether or not those persons are the existing shareholders of the equity shares in the Company. The proposed resolution will enable the Board to raise capital in such form and manner as may be decided and also to issue further shares to such persons who may or may not be the shareholders of the Company. This special resolution if passed will have the effect of allowing the Board to issue and allot shares to investors as detailed above, who may or may not be existing shareholders of the Company. The Board recommends the resolution for approval of the members. None of the Directors are concerned or interested in the resolution except in so far as it relates to the offers to be made by way of preferential/rights basis to them or their relatives, associates or Companies in which they may be interested. Item no.6. Issue of shares on preferential basis The information as required under clause 13.1 A of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 for preferential issues is as under: a) Objects of the issue through preferential offer: The Company aims to actively pursue growth opportunities in the growing biopharma sector. The proposed issue of share warrants will also lead to increase in net worth. The proceeds of Rs.16.5 crores 59 Notice, to tkc SkaxAiclJUh^ to be generated through the proposed issue will be utilized for initiation of the proposed projects for the production of DHAand Phycocyanin. (b) The intention of the promoters/directors/key management persons to subscribe to the offer: The promoters namely Mr. K.O. Isaac and Mrs. Rosemary Isaac intend to apply for 100% of proposed preferential warrants. Identity of Existing Share holding post Proposed Allottees (As on date) No. of shares % of holding Mr.K.O.Isaac 847500 20.6707% Mrs.Rosemary Isaac 286400 6.9854% Share holding post issue of equity shares No. of shares % of holdings * *The percentage of shareholding shall be determined in accordance with the following: • In the event of the Company opting for a rights issue, the shareholding of the promoters shall be restricted within the limits prescribed by SEBI. • In the event of the Company not opting for a rights issue, exemption from SEBI shall be sought prior to the conversion of warrants beyond 5% of the paid up capital for each financial year falling within 18 months. 60 Notice, to t$w SkaXekctiiK^ (c) Shareholding pattern of the Company before and after the proposed issue of equity shares pursuant to the resolution: No. of Shares Held Category Percentage of Share holding A.PROMOTERS HOLDINGS 1. Promoters 1136400 Indian promoters Foreign promoters 2.Persons acting in concert 27.72 NIL NIL NIL NIL 1136400 27.72 21800 147558 0.53 3.60 NIL 169358 NIL 4.13 a. Private corporate bodies b. Indian public c. N R I s / O C B s 990004 1782730 14683 24.15 43.48 0.36 d. A n y other (please specify) Independent Directors Clearing m e m b e r s Trust sub-total NIL 5825 1000 2794242 Grand total 4100000 NIL 0.14 0.02 68.15 100.00 sub-total B. Non-promoter's holdings 3. Institutional Investors a. Mutual Funds and UTI b.Banks, financial institutions, insurance companies(central/state gov institutions/non-government institutions ) c. Flls sub-total There will be no change in management control subsequent to the allotment of warrants on Preferential basis and the conversion of said warrants into equity shares at any time shall be within the prescribed threshold limit for making of a public offer in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The voting rights will change in tandem with the shareholding pattern. (d) Proposed time within which allotment will be completed: As required under SEBI Guidelines, the allotment as aforesaid is proposed to be made within 15 (fifteen) days of the date of passing of this resolution or within 15 (fifteen) days of receipt of all requisite statutory approvals, whichever is later within which time 10% of the value of issue of warrants shall be deposited. (e) Lock-in period The equity shares proposed to be issued to the investors on preferential basis shall be subject to Lockin-Period as per SEBI (DIP) Guidelines, 2000 as applicable at the time of allotment from the date of conversion of warrants into equity. 61 ur fkeA&&ohly 7 k i ± s & tk& c^^hwbhJ^tto yvwkjoihJb (findtk&fwdt ckzsi c($ the, hvxi Dr.William Fenical Discovery Magazine PROXY AND ATTENDANCE FORM ABL BIOTECHNOLOGIES LTD No. 55, 3rd East Street, Kamaraj Nagar, Thiruvanmiyur, Chennai - 600 041. PLEASE COMPLETE THIS ATTENDANCE AND HAND IT OVER AT THE ENTRANCE OF THE HALL. ONLY MEMBERS OR THEIR PROXIES ARE ENTITLED TO BE PRESENT AT THE MEETING. R.F. No. SI.No. Name and Address No.of shares I hereby record my presence at the FOURTEEN ANNUAL GENERAL MEETING being held at 11.00 A.M at Bharatiya Vidya Bhavan, Mylapore, Chennai - 600 004, on Friday, 28th September 2006 and at any adjournment thereof. SIGNATURE OF THE SHAREHOLDERS / PROXY A B L BIOTECHNOLOGIES LTD No. 55, 3rd East Street, Kamaraj Nagar, Thiruvanmiyur, Chennai - 600 0 4 1 . I/We Folio No of a Member/Members of ABL BIOTECHNOLOGIES LTD., hereby appoint of or failing him of as my/our Proxy to attend and vote for me/us and on my/our behalf at the FOURTEENTH ANNUAL GENERAL MEETING being held at 11.00 A.M at Bharatiya Vidya Bhavan, Mylapore, Chennai 600004, on Thursday, 28th September 2006 and at any adjournment thereof. Dated this day of 2006 Signed by the said 1 Re. Revenue Stamp NOTE : The Proxy must be deposited at the Registered Office of the Company at No.55, 3rd East Street, Kamaraj Nagar, Tiruvanmiyur, Chennai 600 041 not less than 48 hours before the time for holding the meeting SHARE HOLDER INFORMATION A B L Biotechnologies Ltd No. 55, Third East Street Kamaraj Nagar Thiruvanmiyur, Chennai-600041. Tel : +91 4442020501 /42020502 F a x : + 9 1 4442020957 For corporate reports and company news, visit our website at : www.ablbiotechnologies.com STATUTORY AUDITORS M/s Pratapkaran Paul & Co., Chartered Accountants, Chennai-600 020. REGISTRAR A N D SHARE TRANSFER AGENTS. M/s.Cameo Corporate Service Limited. "Subramanian Buildings" 1, Club House Road, Chennai-600 002 Listed o n the f o l l o w i n g e x c h a n g e s Bombay Stock Exchange Madras Stock Exchange Cochin Stock Exchange SAFE HARBOR STATEMENT Certain statements in this presentation are forward looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward looking statements. The risks and uncertainties relating to these statements include, but are limited to risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in the biotechnology industry including those factors which may affect our cost advantage, wage increases, our ability to attract and retain highly skilled professionals, time and cost over-runs in fixed price, fixed time frame contracts, client concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, etc. The Company does not undertake to update any forward looking statement that may be made from time to time by or on behalf of the Company. Abl RESEARCH
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