NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE KAPPAC PHARMALIMITED WILL BE HELD ON WEDNESDAY, 15 TH JUNE, 2011 AT 22,PRAGNYA SOCIETY , ABOVE DE N A BANK,N R.ESIHOSPITAL,AKRULI ROAD,KANDIWALI(E), MUMBAI – 400 101 AT 11.30 A.M . TO TRANSACT THE FOLLOWING BUSINESS:-
ORDINARY BUSINESS :
1. To receive and adopt Audited profit and Loss Account for the year ended 31st March, 2011 and theBalance Sheet as on that date along with Directors’ and Auditors’ Report thereon.
2. To reappoint M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Auditors of the company to hold officefrom the conclusion of this meeting until the conclusion of next annual General Meeting of the Companyand to authorize the Board of Directors to fix their remuneration.
3. To appoint a Director in place of Mr. Anand Trivedi, who retires by rotation and being eligible, offershimself for re-appointment.
Date: 12.05.2011 By order of the BoardRegistered Office: For, Kappac Pharma Limited22,Pragnya Society, Above Dena bank,Nr.ESI Hospital, Akruli Road,Kandiwali (E), DIRECTORMumbai – 400 101.
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies toattend and on a poll, to vote instead of himself. A proxy need not be member of the company. Aproxy may be sent in the Form enclosed and in order to be effective must reach the RegisteredOffice of the company at least 48 hours before the commencement of the meeting.
2. Members/ proxies should bring attendance slip, duly filled in, for attending the meeting.
3. Members / proxies attending the meeting should bring their copy of the Annual Report for reference atthe meeting. As Copies of Annual Report will not be distributed at the Annual General Meeting.
4. The register of members of the Company will remain close from Wednesday, 8 th June, 2011 to Tuesday,14th June, 2011 (both days inclusive) for the purpose of Annual General Meeting dated 15th June, 2011.
5. Members desirous of obtaining any information concerning the accounts and operations of the companyare requested to address their questions to the company so as to reach at least 7 days before the dateof the meeting, so that the information required will be made available at the meeting, to the best extentpossible.
6. Explanatory statement pursuant to section 173(2) of the companies act, 1956.
Date: 12.05.2011 By order of the BoardRegistered Office: RFor, Kappac Pharma Limited22,Pragnya Society, Above Dena bank,Nr.ESI Hospital, Akruli Road,Kandiwali (E), DIRECTOR
Kappac Pharma Limited
4
DIRECTORS’ REPORT
Dear Shareholders,
Your directors have pleasure in presenting the Annual Report together with the Audited Annual Accounts forthe year ended on 31st March 2011.
FINANCIAL RESULTS (Amt in Lacs)
PARTICULARS 2010-11 2009-10
Total Income 0.00 0.00
Net Profit/ Loss Before Depreciation & Tax (5.24) (1.33)
Less : Depreciation 0.00 0.00
Net Profit/(Loss) Before Tax (5.24) (1.33)
Less :Provision For Taxation - (0.002)
Net Profit/(Loss) After Tax (5.24) (1.33)
Operations:
Your directors inform that the company has incurred Loss of Rs 5.24 Lakh during the year. The company isconfident to achieve higher sales in the coming years. Your Directors do not recommend dividend for theyear to strengthen the position of the company
Directors:
Anand Trivedi, Director will retire at the annual general meeting of the company, and being eligible, offerthemselves for re-appointment.
Appointment Of Auditors:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana reappointed as auditor of the company for the financialyear 2011-2012 and holds office from the conclusion of this meeting until the conclusion of next annualGeneral Meeting of the Company.
The Statutory Auditors of the Company have submitted auditor’s report on the accounts of the Company forthe accounting year ended 31st March, 2011 which is self-explanatory and needs no comments.
Fixed Deposits:
The Company has not accepted any Public Deposits within the meaning of the provisions of Section 58A ofthe Companies Act, 1956.
Employees:
There were no employees coming within the ambit of section 217(2A) of the Companies Act,1956.
Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgoings:
Since the company is not engaged in any manufacturing activities, furnishing of details of conservation ofenergy & technology absorption are not applicable.
Foreign Earning : Nil
Foreign Outgoing : Nil
Directors Responsibility Statement:
As required under sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:
i. That in preparation of the Annual accounts, the applicable accounting standards had been followed.
Kappac Pharma Limited
5
ii. That the Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of affairsof the Company at the end of the financial year and of the financial year and of the loss of theCompany for the year.
iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets ofthe company and for preventing and detecting frauds and other irregularities.
iv That the Directors had prepared the Annual Accounts on a going concern basis.
Acknowledgements:
The Directors place on record their appreciation of continued support, Co-operation, assistance during theyear by suppliers, customers, banks and staff members & look forward for their continued support in future.
Date: 12.05.2011 By order of the Board
Registered Office: For, Kappac Pharma Limited
22,Pragnya Society, Above Dena bank,
Nr.ESI Hospital, Akruli Road,
Kandiwali (E), DIRECTOR
Kappac Pharma Limited
6
REPORT ON CORPORATE GOVERNANCE
Company’s Philosophy on Code of Governance:
The Company’s philosophy on corporate governance envisages the attainment of the highest levels oftransparency, accountability and equity, in all facets of operations and in all inter-actions with its shareholders,employees, and the Government Company is committed to achieve the highest standards of corporategovernance.
Company believes that all its operations and actions must serve the underlying goal of enhancing theoverall shareholder value, over a sustained period of time.
Board Of Directors:
The Board of Directors of the company is comprised of optimum number of Executive, non-executives andindependent directors. The Board met 9 times during the year on the following dates .
During the year, Board Meetings were held on 04.05.2010, 03.06.2010, 30.07.2010, 03.09.2010 17.09.2010,30.07.2010, 13.11.2010, 20.11.2010, 11.02.2011
S. No. Name of Director Category of No. of Board Attendance at No. of OtherDirectorship Meetings Last AGM Committee
Attended Memberships
1 Shankar Prasad Bhagat Non- Executive Director 9 Yes 3and Independent Director
2 Anand Ramanlal Trivedi Non- Executive Director 9 Yes 3and Professional Director
3 Harleen Singh Kathuria Non- Executive Director 9 - 3(a.p. 29/03/2010) and Independent Director
Audit Committee:
The Audit committee was reconstituted by the board and the present members of the audit committee areShankar Prasad Bhagat. Anand Ramanlal Trivedi and Harleen Singh Kathuria.
The Committee has appointed Anand Ramanlal Trivedi as chairman.
The terms of reference and powers of Audit Committee are as per Clause 49 of the Listing Agreement. Thefunctions of the Audit Committee are as per Listing Agreement with the Stock Exchanges. This includesreview of accounting and financial policies and procedures, review of financial reporting system and internalcontrol procedure. The Committee met four times during the year 04.05.2010, 30.07.2010, 13.11.2010,11.02.2011.
S. No. Name of Audit committee member No of meetings attended
1 Shankar Prasad Bhagat 4
2 Anand Ramanlal Trivedi 4
3 Harleen Singh Kathuria (a.p. 29/03/2010) 4
Remuneration Committee:
No Remuneration Committee meeting was held during the year.
Shareholders / Investors Grievance Committee:
The present members of Shareholders/Investors Grievance committee are Shankar Prasad Bhagat. AnandRamanlal Trivedi and Harleen Singh Kathuria.
The role and functions of the said Committee are the effective redressed of the complaints of the shareholders
Kappac Pharma Limited
7
regarding dematerialization, transfers, non-receipt of balance-sheet etc, The Committee will also recommendthe steps to be taken for further improvement in the quality of services to the Investors.
The company has received no complaints during the year
General Body Meetings:
The last three Annual General Meetings were held as under:
Financial Year Date Time Venue
2009-10 30th September, 2010 11:30 A.M. 22, Pragya Society, Above Dena Bank Nr. ESI Hospital, AkruliRoad, Kandiwali (E) Mumbai-400 101
No special Resolutions were put through postal ballot as recommended under clause 49 of the ListingAgreement of the Stock Exchanges, are placed for shareholders’ approval at the forthcoming Annual GeneralMeeting. There is no non-compliance nor any penalty or stricture imposed on the company by stockExchanges, SEBI or any other statutory authority on any matter relating to capital markets during the lastthree years.
Means Of Communication:
Quarterly Results The company has published quarterly results in TheWestern Times (English) and The Western Times(Marathi), both at Mumbai.
Management Discussion And Analysis Appended to this Report.
General Shareholder Information:
Financial Calendar 2011 -12 (tentative) : Results for the quarter ended June 30, 2011:Last week of July 2011 .Results for the quarter ended September 30, 2011.Last week of October 2011Results for the quarter ended December 31, 2011,Last week of January 2012Results for the quarter ended March 31, 2012,Last week of April 2012
Book Closure Date : Wednesday, 8 th June, 2011 to Tuesday, 14th June, 2011(Both days inclusive)
Registered Office : 22, Pragnya Society, Above Dena bank, Nr .ESI HospitalAkruli Road, Kandiwali (E) Mumbai Maharashtra400101Tele:(022)26826287, Email: [email protected]
Equity Shares Listed On Stock Exchanges At: The Bombay Stock Exchange Ltd, Mumbai
Disclosures:
i. All related party transactions have been entered into the ordinary course of business and were placedperiodically before the audit committee in summary form. There were no material individual transactionswith related parties were not in the normal course of business to be placed before the audit committedand that may have potential conflict with the interest of the Company at large. All individual transactionswith related parties or others were on an arm’s length basis.
Kappac Pharma Limited
8
ii. All Accounting standards mandatorily required have been followed in preparation of financial statementsand no deviation has been made in following the same.
iii. Risk assessment and its minimizations procedures have been laid down by the Company and the samehave been informed to Board Members. These procedures are periodically reviewed to ensure thatexecutive management controls risks through means of a properly defined framework.
iv. The company has raised money through preferential allotment basis during the year.
v. The Company duly complies with all mandatory requirements of clause 49 of Listing Agreement with theStock Exchange. However, the company has not adopted the non – mandatory requirement definedtherein.
vi. Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includesdiscussion on matters as required under the provisions of Clause 49 of the listing agreement with StockExchanges.
vii. No Penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or anystatutory authority on any matter related to capital markets during the last three years.
Trading Symbol At : The Bombay Stock Exchange Ltd, Mumbai
Scrip Code 506938
Demat ISIN Numbers : Equity Shares INE601D01011 in CDSL
Stock Market Data : The details regarding the month wise high/low price is during 2010-11 is as follows:
Month High (in Rs.) Low (in Rs.)
Apr-10 59.60 46.80
May-10 49.90 37.10
Jun-10 46.45 38.20
Jul-10 46.35 30.00
Aug-10 75.30 48.65
Sep-10 60.60 50.05
Oct-10 53.50 36.85
Nov-10 40.00 25.35
Dec-10 24.15 21.10
Jan-11 ------- -------
Feb-11 32.20 25.35
Mar-11 34.60 31.05
Registrar and Transfer Agents : Adroit Corporate Service Pvt. Ltd(Share transfer and Communication 19/20 Jafarbhoi Industrial Estate, Regarding Share certificates Dividends Makawana Road, Marol Naka,And change of Address) Andheri (E), Mumbai- 400069
Share Transfer System:
Transfer of Shares in Physical form are registered and dispatched within 3 weeks from the date of theirreceipts, subject to the documents being valid and complete in all respects. Transfer of shares are processedby the Share Transfer Agents and approved by the Share Transfer Committee called as “Investor /Shareholders Grievance Committee”, which meets at frequent intervals. Share transfers are registered and
Kappac Pharma Limited
9
returned within 30 days from the date of receipt, if the relevant documents are complete in all respect.
Dematerialization of shares and liquidity:
The Equity Shares of your company are traded in compulsory dematerialization form by all investors. Thecompany has entered into agreements with existing Depository, Central Depository Services (India) Limited(CDSL) enabling the investors to hold shares of the company in electronic form through the depository oftheir choice. As on 31st March 2011 3,69,000 Equity Shares (1.55 %)of the Company was held indematerialized form
Distribution of Shareholding as on 31st March, 2011
Shareholding of nominal value No. of % of No. of No. of % ofRs. As on 31st March, 2011 Shares shares Shareholders Shareholders
Up to 500 2442 95.80 347850 1.46
501 - 1000 56 2.20 43300 0.18
1001- 2000 18 0.71 26300 0.11
2001- 3000 9 0.35 22150 0.09
3001- 4000 2 0.08 6600 0.03
4001- 5000 3 0.12 14300 0.06
5001 -10000 2 0.08 11800 0.05
10001 and above 17 0.67 23295200 98.01
TOTAL 2549 100.00 237675000 100.00
Category of shareholders as on 31st March 2011
Category No. of Shareholders % of ShareholdingPromoters 6 1.27Mutual Funds and UTI 0 0Public ShareholdingInstitutions 0 0
Outstanding GDRS/ADRS/Warrants or any Convertible Instruments, conversion Date and Likely Impacton Equity: None
Address for correspondence:
Shareholders correspondence should be addressed at registered office of the company at:
REGISTERED OFFICE:22, Pragnya Society, Above Dena bank,Above Dena bank, Nr.ESI HospitalAkruli Road, Kandiwali (E)Mumbai
Maharashtra 400101
Kappac Pharma Limited
10
Compliance Officer:
Mr. Anand Trivedi
Declaration:
None of the Director of the Company is a Director of more than 15 companies and member of more than 10committees or chairman of more than five committees across all companies in which he is a Director
Annexure To Report
Declaration On Compliance Of The Company’s Code Of Conduct
The company has framed a specific code of conduct for the members of the Board of Directors of theCompany pursuant to clause 49 of the listing agreement with Stock Exchanges to further strengthen corporategovernance practices in the company.
All the members of the Board of the Company have affirmed due observance of the said Code of Conduct inso far as it is applicable to them and there is no non compliance thereof during the year 31st March, 2011.
We have examined the relevant records pertaining to compliance conditions of Corporate Governance byKAPPAC PHARMA LIMITED (“the Company”), for the year ended 31st March, 2011 as stipulated clause 49of the Listing Agreement of the said Company which the stock exchanges.
The Compliance of conditions of Corporate Governance is the responsibility of the Management. Ourexamination was limited to procedures and implementations thereof, adopted by the Company for ensuringthe compliance with the conditions of Corporate Governance. Our examination is neither an audit nor anexpression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, the Companyhas complied with the conditions of Corporate Governance as stipulated in clause 49 of the above mentionedListing Agreement.
We have to state that no investor grievances are pending for a period exceeding one month against theCompany as per records maintained by the Company which were presented to the Investor GrievanceCommittee.
We further state that such compliances is neither an assurance as to the future viability of the Company northe efficiency or effectiveness with which the Management has conducted the affairs of the Company.
Y.D. & Co.
Chartered Accountant
Yeshoodeep Banssal
M.No. 500927
Place: Ludhiana
Date: 12.05.2011
Kappac Pharma Limited
12
AUDITORS’ REPORT
TO,
THE MEMBERS
KAPPAC PHARMA LIMITED
We have audited the annexed Balance Sheet of Kappac Pharma Limited as on 31st March 2011 and alsothe Profit & Loss Account for the period ended on that date annexed thereto. These Financial Statementsare the responsibility of the Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.
We conducted our audit in accordance with accounting standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating theoverall financial statements presentation. We believe that our audit provides a reasonable basis for ouropinion.
As required by the Companies (Auditor Report) Order, 2003 issued by the Department of Company Affairsin terms of Section 227(4A) of the Companies Act 1956, we give in the Annexure a statement on the mattersspecified in the said order to the extent applicable.
1. We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary for the purpose of our audit.
2. In our opinion, proper Books of Account as required by law have been kept by the company so far, asappears from our examination of such books.
3. The Balance sheet and Profit and Loss Account dealt with by the report are in agreement with thebooks of accounts.
4. In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standardsreferred to in sub section (3C) of section 211 of the Companies Act, 1956 subject to notes to accounts.
5. On the basis of representation received from the directors of the company and according to theinformation and explanation given to us, none of the directors of the company are prima facie as at31st March 2011, disqualify from being appointed as directors of the Company under clause (g) of subsection (1) of section 274 of the Companies Act, 1956.
6. In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts read with the statement on accounting policies and the notes thereon, particularly the noteno. 10 regarding inter corporate investment and loans, attached thereto give the information requiredby the Companies Act, 1956 in the manner so required, and give a true and fair view: -
(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2011.
(ii) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.
(iii) In the case of cash flow Statement, of the cash flows for the year ended on that date.
For Y.D. & Co., Chartered AccountantsFirm Reg. No. 018846N
Place : Ludhiana (Rakesh Puri)Dated : 12th May, 2011 Partner
M.No. 092728
Kappac Pharma Limited
13
ANNEXURE TO THE AUDITORS REPORT
(Referred to in Paragraph 3 of our report even date)The annexure referred to para ! of our report on even date on account of
M/s Kappac Pharma Limited for the year 31-3-2011.
I. (a) The company does not have any Fixed Assets. Hence, clause (i) (a), (b) & (c) are not applicableto the company.
II. The company does not have any inventory. Hence, clause (ii) (a), (b) & (c) are not applicable to theCompany.
III (a) As per the information and explanation given to us, the company has not granted any unsecuredloan to any party covered in the register maintained under section 301 of the Companies Act,1956. Hence clause (iii)(b)(c)and (d)are not applicable.
(b) As per information and explanation given to us, the company has not taken loans from partiescovered in the register maintained under section 301 of the Companies Act, 1956. hence, clause(iii) (e) , (iii) (f) and (iii) (g) are not applicable to the company.
IV. In our opinion and according to the information and explanation given to us there are adequate internalcontrol procedures commensurate with the size of the Company and nature of its business. During thecourse of audit, we have not observed any continuing failure to correct major weakness in internalcontrols.
V. In respect of transactions entered in the register maintained in pursuance of Section 301 of the CompaniesAct 1956,
(a) To the best of our knowledge and belief and according to the information and explanation given tous, transaction that needed into the register have been so entered.
(b) According to the information and explanations given to us, such transactions have been made atprices, which are reasonable having regard to the prevailing market prices at the relevant time.
VI. The company has not accepted any deposits from public within the meaning of provisions of section58A & Section 58 AA of the Companies Act, 1956.
VII. In our opinion the company has an adequate internal audit system commensurate with the size andnature of its business.
VIII. As informed to us the company is not required to maintain cost accounts and records as prescribed byCentral Government under section 290 (1)(d) of the Companies Act 1956.
IX. According to the information and explanations given to us, and on the basis of our examination of thebooks of accounts, the company has been regular in depositing undisputed statutory dues includingIncome Tax and other statutory dues with the appropriate authorities. There were no arrears of suchdues as on 31st March, 2011 for a period of more than six months from the date they became payable.
X. The accumulated losses of the Company are not more than fifty percent of the net worth. The companyhas incurred cash loss of Rs.524699/- in current financial year. The Company has also incurred cashloss in the previous financial year.
XI. Based on our audit procedures and as per the information and explanations given by the management,the Company has not defaulted in repayment of dues to any financial institution, bank or debentureholders.
XII. In our opinion and according to the information and explanation given to us, no loans and advanceshave been granted by the company on the basis of security by way of pledge of shares, debentures andother securities.
XIII. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit/society. Therefore, clause4(xiii) of the Companies (Audit Report) Order, 2003 is not applicable to the company.
Kappac Pharma Limited
14
XIV. In our opinion the Company has maintained records of transactions and contracts in respect of investmentin shares, mutual funds and other investments and generally timely entries have been made therein.All the shares, mutual funds and other investments held by the companies are in its own name exceptto the extent of the exemption granted under section 49 of the Companies Act, 1956.
XV. In our opinion the company has not given any guarantee for loans taken by others from banks orfinancial institutions.
XVI. The Company has not raised any new term loans during the year.
XVII. On the basis of an overall examination of the Balance Sheet of the Company and according to theinformation and explanations given to us, in our opinion, funds raised on short term basis have notbeen used during the year for long term investment and vice versa.
XVIII. The Company has not made any preferential allotment of shares to parties and companies coveredin the register maintained under section 301 of the Act during the year.
XIX. The Company has not issued any debentures till date.
XX. The Company has not raised any money by public issue during the year.
XXI. During the course of our examination of the books and records of the company, carried out in accordancewith the generally accepted audit practices in India, and according to the information and explanationsgiven to us, we have neither come across any instance of fraud on or by the Company, noticed orreported during the year, not have we been informed of such case by the management.
For Y.D. & Co.,
RChartered Accountants
Firm Reg. No. 018846N
Place : Ludhiana
Dated : 12th May, 2011
(Rakesh Puri)
Partner
M.No. 092728
Kappac Pharma Limited
15
BALANCE SHEET AS AT 31st MARCH 2011
2010-2011 2009-2010NO. SCHD. AMOUNT IN RS. AMOUNT IN RS.
I) SOURCES OF FUNDSShareholders Funds :Share Capital 1 237,675,000 7,675,000
Note Forming Part of Account 12As per our Attached report of even dateFor Y. D. & Co. For & on behalf of Board of DirectorsChartered AccountantsFirm Reg. No. 018846 N
Rakesh Puri Director DirectorPartnerMembership No. 092728
Place : Ludhiana Place : MumbaiDate : 12th May, 2011
Kappac Pharma Limited
16
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011
PARTICULARS SCHD. 2010-2011 2009-2010NO. AMOUNT IN RS. AMOUNT IN RS.
I) INCOMESales - 0Profit on sale of Shares 0 0
TOTAL - -
II) EXPENDITURE
Purchases - -Administrative Exp. 11 523,199 133,234Loss on sale of shares 1,500 -
TOTAL 524,699 133,234
III) Profit / (Loss) for the year before Tax (524,699) (133,234)Less: Provision for Taxation - -- Short payment of tax - (210)
Profit & /( Loss) after Taxtation (524,699) (133,444)
Add / (Less) Adjustments for taxes relating to earlier year - -(524,699) (133,444)
Add : Balance carried from earlier years (8,580,354) (8,446,910)
Balance available for appropriation (9,105,052) (8,580,354)
Surplus/(Deficit) carried to Balance Sheet (9,105,052) (8,580,354)
Basic/Diluted Earning per Share (0.02) (0.17)(Refer Note No.B 8 of Schedule 12)Significant Accounting Policies & Notes on Accounts 12
As per our attached report of even date
For Y. D. & Co. For & on behalf of Board of DirectorsChartered AccountantsFirm Reg. No. 018846 N
DirectorRakesh PuriPartnerMembership No. 092728 Director
Place : Ludhiana Place : MumbaiDate : 12th May, 2011
Kappac Pharma Limited
17
SCHEDULES FORMING PART OF THE BALANE SHEET AND PROFIT & LOSS ACCOUNT
PARTICULARS 2010-2011 2009-2010AMOUNT IN RS. AMOUNT IN RS.
SCHEDULE : 1SHARE CAPITALAuthorised:24000000 (20,00,000) Equity shares of Rs.10/- each 240,000,000 20,000,000Issued, Subscribed and Paid Up7,67,500 Equityshares of Rs.10/-each 7,675,000 7,675,0003000000 Preferntial Conv. Warrants, converted to equity 30,000,000 -20000000 Preferntial Conv. Warrants converted to equity 200,000,000 -
TOTAL 237,675,000 7,675,000SCHEDULE : 2PREFERENTIAL CONVERTIBLE WARRANTS3000000 Preferntial Conv. Warrants, Partly Paid Up - 27,000,00020000000 Preferntial Conv. Warrants Partly Paid Up - 130,000,000
TOTAL 11,850,000 10,590,000SCHEDULE : 4UNSECURED LOANFrom Directors - -From Body Corporates - 1,384,945
TOTAL - 1,384,945SCHEDULE : 5INVESTMENT (AT COST, LONG TERM)Quoted Shares (Fully Paid Up)2719000 equity shares of Amradeep Industries Ltd 5,030,150 5,030,150
[A] 5,030,150 5,030,150Market Value of Quoted Shares 30,942,220 18,108,540UnQuoted Shares160000 Equity shares of Reetika Properties Pvt. Ltd, Fully Paid Up 25,600,000 25,600,000170000 Kareena Shares & Stock Pvt.Ltd 27,200,000 -114500 Equity shares of North Pole Finance Ltd, Fully Paid (Partly Paid Up) 45,800,000 13,740,0004750 Shares of Girish metals P.Ltd 1,425,000 -6300 E.Shares of Parvati Minerals P.Ltd 1,890,0001400 Shares of Pratik Minerals P.Ltd 420,000 -49000 Sahres of Sai Flipped Coil Ltd 98,000 -2175 Shares of Shalibhadra Steel P.Ltd 652,500 -550 Shares of Shanti Tradelink P.Ltd 165,000 -1500 Shares of Siddhi Vinayak Tradelink P.Ltd 450,000 -6000 Shares of Sonika Tradelink P.Ltd 1,800,000 -
[B] 105,500,500 39,340,000
TOTAL [A+B] 110,530,650 44,370,150
Kappac Pharma Limited
18
SCHEDULES FORMING PART OF THE BALANE SHEET AND PROFIT & LOSS ACCOUNT
PARTICULARS 2010-2011 2009-2010AMOUNT IN RS. AMOUNT IN RS.
SCHEDULE : 6CASH & BANK BALANCESCash In Hand 286,520 207,644(As taken and Certified by the Management)Bank Balance -In Current Account with Scheduled Bank 124,585 149,105
TOTAL 411,105 356,749SCHEDULE : 7LOANS AND ADVANCES(Unsecured Considered Good)Loan to Corporates 128,360,000 128,380,000TDS & FBT 1,130 1,130
TOTAL 128,361,130 128,381,130SCHEDULE : 8SUNDRY DEBTORS(Unsecured, Considered good)More than six months - 476,250
TOTAL - 476,250SCHEDULE : 9CURRENT LIABILITIES & PROVISIONS(i) CURRENT LIABILITIES-Sundry Creditors 10,000 5,483,076-Unclaimed Dividend 119,500 119,500-Dr Bal Of Hdfc Bank 97,315 -
SCHEDULES FORMING PART OF THE BALANE SHEET AND PROFIT & LOSS ACCOUNT
SCHEDULE 12
A. SIGNIFICANT ACCOUNTING POLICIES FOR COMPANY ARE AS UNDER:
1. BASIS OF ACCOUNTING :-
The Accounts have been prepared on historical cost basis and accrual system of accounting unlessotherwise stated.
2. INCOME RECOGNITION : -
2.1 Interest on investments is accounted for on accrual basis.
2.2 Dividend income is accounted for on receipt basis.
2.3 Profit or loss on sale of investments is accounted for as and when the transactions are entered into.
3. EXPENSES : -
The Company provides for all expenses on accrual basis.
4. FIXED ASSETS: The Company does not have any Fixed Assets.
5. INVENTORY: The company has not held any inventory during the year
6. SALES are accounted for on accrual basis
7. GRATUITY:
No provision for retirement benefits for employees has been made since the Gratuity Act andProvident Fund Act are not applicable to the Company and the company has adopted PAY-AS-YOU-GO method for the payment of other retirement benefits, if any payable to the Employees.
8. TAXATION
(I) Provision for current tax is made in the accounts on the basis of estimated tax liability as per theapplicable provisions of the Income Tax Act, 1961.
(II) Deferred tax for timing differences between tax profits and book profits is accounted for using thetax rates and laws that have been enacted or substantially enacted as of the Balance Sheet date.
9. INVESTMENTS
Long term investments are stated at cost. Provision for diminution in the value of long term investmentis made only if such decline is other than temporary in the opinion of the management.
10.CONTINGENT LIABLITY
All known liabilities are provided for in the books of account except liabilities of contingent naturewhich have been adequately disclosed by way of “Notes to the Account’’.
B NOTES ON ACCOUNTS
1. The Company has not accepted any public deposits during the year.
2. Based on the information available, the Company is of the opinion that as on the Balance Sheet date, noamounts are payable to Small Scale undertakings.
3. The company has only one business segment hence the AS-17 “Segment Reporting” issued by TheInstitute of Chartered Accountant of India, is not applicable.
Kappac Pharma Limited
20
4. Disclosures required under AS-18 on “Related Party Disclosures”:-No related party transaction were carried during the year.
5. Quantitative Information in respect of Sales, Opening Stock and Closing Stock: NIL6. Payment to Director:
Director remuneration: Nil (PY: Nil)
7. Earning per share EPS:2010-11 2009-10(In Rs.) (In Rs.)
Profit & Loss after tax (524699) (133444)Weighted No of equity shares 237,67,500 7,67,500
Nominal value of share 10/- 10/-Basic /diluted Earning per - 0.02 -0.17Equity share
8. Auditors Remuneration :(2010-11) (2009-10)
(In. Rs.) (In. Rs.)For Audit 10000 5000
9. (2010-11) (2009-10)a. Value of import (on CIF basis) Nil Nil
b. Expenditure in foreign Currency Nil Nilc. Remittance in Foreign Currency Nil Nild. Earnings in foreign Exchange Nil Nile. Exports of Goods on FOB basis Nil Nilf. Value of Imports & Indigenous Nil Nil
g. Material Consumption Nil Nil10.The company has made investment in other companies amounting to Rs. 11,05,30,650/- and inter
corporate Loans and Deposits of Rs. 12,83,60,000 as on 31st March, 2011.11. Previous years figures have been regrouped, rearranged and reclassified, wherever necessary.
12.Figures have been rounded off to the nearest rupee.Signature to schedules 1 to 12 forming part of Balance sheet & Profit & Loss Account for the year ended 31st
March 2011As per our attached report even date
For Y. D. & Co. For & on behalf of Board of Directors
Chartered AccountantFirm Ref. No. 018846 N
(Rakesh Puri)Partner Director Director
Membership No. 092728Place : Ludhiana Place : MumbaiDate : 12th May, 2011
Kappac Pharma Limited
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Cash Flow Statement For the year ended 31st MARCH 2011Persuant to clause32 of the listing agreement with Stock exchange Mumbai
As On As On31st March2011 31st March 2010
Rupees RupeesA Net Profit /(Loss) before Tax & Extra ordinary Items -524699 -133234
Adjustment ForProvision for Tax/ short provision 0 -210Deprecation 0 0Miscellaneous Expenditure Writtenoff 0 0Profit/(los) on sell of shares 0 0Dividend (Received) 0 0Operating Profit /(Loss) before working Capital change -524699 -133444Adjustment Forsundry Debtors 476250 0investment -66160500 -39340000Loan &Advances 20000 -128380000Trade Payable -5375761 -37216Misc Exp -1255990 -87888
Cash generated from operations -72820700 -167978548Tax Paid 0 0net cash from operating Activities Total A -72820700 -167978548
B Cash flow from Investing ActivitiesPurchases /Sales of Fixed Assets 0 0Loss on sale of Fixed Assets 0 0Interest Received 0 0Profit on sell of shares 0 0Dividend (Received) 0 0Net cash from Investing Activities Total B 0 0
C Cash flow from Financing ActivitiesBorrowings -1384945 1345645Repayment of Borrowing 0 0Issue of equity warrant with premium 74260000 166840000Net Cash from Financing Activities Total C 72875055 168185645Net changes in Cash &Cash equivalents Total A+B+C 54355 207097Net increase in Cash & cash equivalentsCash & Cash Equivalents at the beginning of the year 356749 149652Cash & Cash Equivalents at the end of the year 411105 356749
For & on behalf of Board of DirectorsPlace : MumbaiDate : 12th May, 2011 Director
Auditors CertificateWe have verfied the above cash flow statement of Kappac Pharma Ltd derived from the audited annual
financial statement for the year ended 31st March 2011 and found the same tobe drawn jn accordance therewith and also with the requirement of clouse 32 of the listing agreement with Stock Exchange Mumbai
For Y. D. & Co.Chartered AccountantsFirm Reg. No. 018846 N
KAPPAC PHARMA LTDBALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I. REGISTRATION DETAILSRegistration No. : 25002State code : 11Balance Sheet Date : 3/31/2011
II. CAPITAL RAISED DURING THE YEAR (Rs . In thousand)Public Issue : NILRights Issue : NILBonus Issue : NILPrivate Placement (Subscription to Memorandum) : NILPreferencial Issues : NIL
III. POSITION OF MOBILISATION & DEPLOYMENT OF FUNDSTotal Liabilities : 249,525 Total Assets : 249525Sources of funds :
Paid up Capital : 237,675Capital Incentive : 11,850Reserves & Surplus : NilSecured Loans : NilUnsecured Loans : -Application of Funds :Net Fixed Assets : NilInvestments : 110,531Net Current Assets : 128,545Miscellaneous Expenditure : 1,344Accumulated Losses : 9,105Preoperative Expenses : Nil
IV. PERFORMANCE OF THE COMPANY :Turnover : NilTotal Expenditure : 525Profit before tax : (525)Profit after tax : (525)Earning per Share : (0.02)
GENERIC NAME OF THE PRINCIPLE PRODUCT & SERVICES OF THE COMPANY.
