zenotech

CIN: l27100AP1989PlCOI0122
ZENOTECH LABORATORIES
LTD.
Survey No. 250 - 252,
Turkapally Village
Shameerpet Mandai
R R District 500 078. 1.S., Indi8.
Tel: +91 40 2348 0430 / 35
Fax: +91 40 2348 0429
www.zenotechlab.com

Date: May 21, 2016

The Manager
BSElimited (DCS-CRD)
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai - 400001
Scrip Code: 532039
Dear Sir,

Sub: Outcome of the Board Meeting of Zenotech Laboratories limited (the Company)
Pursuant to Regulations 30 & 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations,
2015, we inform you that the Board of Directors of the Company, at its meeting held on Saturday, May 21,
2016, which commenced at 12.15 p.m. and concluded at 4.10 p.m., has inter alia, considered and approved
the following:
1.

The Audited Financial Results for the quarter and year ended March 31, 2016. A copy of the said
Financial Results along with the Auditors' Report thereon is enclosed herewith.

2.

Raising of funds by way of offer and issue of equity shares to the existing shareholders of the
Company on a rights basis (Rights Issue).
The Board has constituted a Committee of Directors (the Committee) for the above purpose and has
authorised the Committee to determine the terms of the Rights Issue including the quantum of
issue, rights entitlement ratio, issue price, issue size, book closure or record date, entitlement, timing
of the issue, etc., in consultation with the Lead Manager to the Right Issue and to decide all other
matters relating to the Right Issue. Such details shall be informed and/or announced in due course as
and when decided or required, as per applicable statutory provisions and depending upon the
market conditions.
The above proposal to issue of shares shall be subject to necessary approvals, confirmations and
consents as may be necessary and in compliance with applicable law including the provisions of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 and the Companies Act, 2013 and the Rules made there under.

We request you to kindly take the above on record.

Thanking you,
Yours faithfully,
For Zenotech Laboratories limited

W-(\llAC\~',
Abdul Gafoor Mohammad
Company Secretary & Compliance Officer
Encl: as above

ZENOTECH LABORATORIES
LIMITED
CIN: L27100API989PLCOIOl22
Survey No.250-252, Turkapally M, Shameerpet (M), Ranga Reddy (Ot), Hyderabad
Phone:+91
Statement

of Standalone

4023480430/35

Audited Financial Results for the Quarter / Year ended 31 March 2016

Part I

Particulars

Income from operations

a) Net sales / income from operations (Net of excise duty)
b) Other operating income
Total income from operations(net)

Expenses
a) Cost of materials consumed
b) Purchase of stock-in-trade
c) Changes in inventories of finished goods, work-In-progress and stock
in-trade
d) Employee benefit expenses
e) Depreciation and Amortisation expenses
f) Power & Feul expenses
g) Rates & Taxes
h) Professional Charges
i) Other expenses
Total expenses
Profit/CLoss) from operations before other Income, finance costs
and exceptional items (1-2)

4
5

Other income
Profit/(Loss) from ordinary activities before fipance costs and
exceptional items (3+4)

6
7

Finance costs
Profit/CLoss) from ordinary activities after fmance costs but before
exceptional items (5j:6)

8 Exceptional items
9 Profit/Closs) from ordinarv activities before tax (7+8)
10 Tax expense
II
12
13
14
15

Net Profit/(Loss) from ordinarv activities after tax (9+ 10)

Extraordinarv item (net of tax expense Rs. Nil)
Net Profit/ILoss\ for the neriod 111+12\
Share of profit / (loss) of associates"
Minority interest.

16 Net Profit 1(Loss) after taxes, minority interest and share of profit /
(loss) of associates (13 + 14 + 15)"
17 Paid-up eQuitv share capital (Face value ofRs. 10/- per share)
18 Reserves excluding revaluation reserves as per balance sheet of previous
accounting year
Earnings! (loss) per share (before extraordinary items)
(ofRs. 10/. each)
a) Basic and Diluted
19 Earnings! (loss) per share (after extraordinary items)
(ii) (ofRs. 10/- each)
a) Basic and Diluted
;)aJ resulls

- 500078

www.zenotechlab.com

3 months
ended
31/0312016

Preceding 3
months ended
31/1212015

IAudited\

(Unaudited\

12.16

30.50

(Rs. in lakhs, excent share and ner e"uilv share datal

Previous year
Corresponding 3 Year to date figures
ended 31/0312015
for current period
months ended in
ended 31/0312016
the previous year
31/0312015
IAudited]
IAudited\
IAudited\
89.12

205.98

407.67

12.16

30.50

89.12

205.98

407.67

9.13

16.46

107.78

200.17

316.77

17.88

(9.65)

2.60

20.40
99.08
24.30
40.84
28.77
50.28
270.16

65.37
99.04
22.13
53.02
23.77
46.71
325.19

64.57
101.09
141.93
1,068.13
352.75
(900.87
953.26

222.30
396.23
98.36
168.90
108.06
216.58
1,400.95

327.45
405.63
141.93
1,068.13
333.78
222.08
2,818.37

(258.00)

(294.69)

(864.14)

(1,194.97)

(2,410,70)

7.13

16.68

19.83

38.76

34.52

(250.87)

(278.01)

(844.31)

(1,156.21)

(2,376.18)

186.59

196.30

176.06

754.60

665.25

(437.46)

(474.31)

(1,020.37)

(1,910.81)

(3.041.43)

(2.64)

(437.46

(437.46
1437.46

.
(437.46)
3,442.75

(1.31)

(474.31

(474.31
{474.31l

(1,020.37

(1,020.37
0,020.37

0,910.81)

0,041.43

11,910.81)

13,041.43

11,910.81

13,041.43

.
(474.31)
3,442.75

(1,020.37)

(1,910.81)

3,442.75

3,442.75

(3,041.43)
3,442.75

(8,079.35)

(6.168.54)

(1.27

(1.38

(2.96\

(5.55

18.83

(1.27)

(1.38)

(2.96)

15.55\

18.83\

19
(i)

" Applicable in the case of Consolidated Results

..

Statement

ofassels and liabilities as at 31 March 2016

Rs. in lakllS
Standalone

Particulars

As at
31-03-2016
(Audited)

As at
31-03-2015
(Audited)

A EOUITY AND LIABILITIES

I Shareholders' Funds
Share capital
Reserves and surplus
Sub-total-Shareholders'
2 Share application

funds

3,442.75
(6,168.54
(2,725.79

money pending allotment

3 Non-currentliabilities
Long-term borrowings
Long-term provisions
Sub-total-Non-current
liabilities
4 Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
Sub-total-Currentliabilities
TOTAL-EQUITY

3,442.75
(8,079.35)
(4,636,60

AND LIABILITIES

1.22

1.04
19.32
20.36

4.30
19.29
23.59

5,120.00
221.04
2,870.95
1,695.93
9907,92

5,120.00
195.11
2,129.08
1,628.13
9,072.32

5,291.68

6,371.34

Standalone
As at
As at
31-03-2016
31-03-2015
(Audited)
(Audited)
B ASSETS
I Non-current assets
Fixed assets
Non-current investments
Long-term loans and advances
Sub-total.Non-currtnt assets

4,817.04

5,212.67

221.66
5,038.70

310.23
5,522.90

158.50
34.73
44.75
3.64
11.36
252.98

203.95
39.53
579.03
5.85
20.08
848.44

2 Current assets
Current investments
Inventories
Trade receivables
Cash and cash equivalents
Short-lerm loans and advances
Other current assets
Sub-total-Current
assels
TOTAL-ASSETS

5,291.68

6,371.34

Notes:
The above financial results for the quarter and year ended March 31, 2016 have been reviewed by the Audit
Committee and approved by the Board of Directors of the Company at their meeting held on May 21, 2016
2

Books and records, supplementary documents and statutory registers up till the period November 12, 20 II and
information related to subsidiary are still not in the possession of the Company though the Honorable Company
Law Board vide its order dated 8 October 2012 has directed Dr. Jayaram Chigurupati, the erstwhile Managing
Director and Promoter, to return all the documents and provide written details of all missing documents/ assets/
statutory records/ equipment of the Company. Therefore, as reported earlier, it is further informed that the
Company had reconstructed the financial statements for the years ended March 31, 2011 and 2012 based on the
available limited records, statutory returns filed, supplementary documents, invoices external corroborative
evidence and after considering the various non compliances under the Companies Act, 1956, listing agreement
and Foreign Exchange Management Act etc.
The matters relating to several financial and non financial irregularities are currently sub-judice and the impact of
the various legal proceedings would be made in the financial results of the Company as and when the outcome of
the above uncertainties becomes known and the consequential adjustments / disclosures are identifiable /
determinable.

The Company has made necessary reference to the Board of Industrial and Financial Reconstruction
provision of Sick Industrial Companies (Special Provisions) Act, 1985.

under the

With regard to the Auditors Qualifications at Point number a to c of their Auditors' Report for the results
purpose on the audited financial results of the Company for the year ended March 31, 2016, it is hereby
clarified that the said qualifications relate to the earlier financial years ended March 31, 2011 and 2012,
which have already been fully explained by way of notes and responded in the Annual Reports of the
Company for the respective financial years. The same will be adjusted in the results as and when the
outcome of the uncertainties during those years, become known and, therefore, no adjustments have been
made in these results.

With regard to Emphasis of matter in the Auditors report for the result purpose, it is hereby clarified that
the financial statements have been prepared on a going concern basis, as the company is confident of
raising further funds, with which it will be able to meet its business operations for growth and revival.

The entire operations relate to only the pharmaceuticals segment. Therefore, there is no reportable segment to be
disclosed as required by Accounting Standard 17 'Segment reporting'.

Figures for previous period! year have been regrouped to conform to the current period/ year's presentation.

Date: 21 May 2016

Place: Mumbai

By Order of the Board

Chairman
DIN: <J12.143tJ..

PKF SRIDHAR & SANTHANAM

UP

Chartered Accountants
The Board of Directors
Zenotech Laboratories Limited,
Survey NO.250-252, Turkapally (V),
Shameerpet (M), Ranga Reddy (DT),
Hyderabad - 500078
Independent
We have
Zenotech
with the
reference

Auditor's

Report on the statement

of financial results

audited the accompanying statement containing the annual audited financial results of
Laboratories Limited (the "Company") for the year ended March 31,2016 together
notes thereon (hereinafter referred to as the "Statement"), which we have signed under
to this report.

Management

Responsibility

for the financial results

Management is responsible for the preparation of accompanying statement. The management is

also responsible for the preparation of annual statutory financial statements in accordance with
the Accounting standards specified under section 133 of the companies Act, 2013 read with Rule
7 of the Companies (Accounts) Rules, 2014 (the "accounting principles generally accepted in
India"), basis which the above statement containing the annual audited financial results has been
prepared. The responsibility includes the design, implementation and maintenance of internal
control relevant to the preparation of the statement that is free from material misstatement,
whether due to fraud or error.
Auditor's

Responsibility

&:t

Our responsibility is to express the opinion on the statement based on our audit. We conducted
our audit in accordance with the Standards on Auditing specified under Section 143( 10) of the
Companies Act, 2013 ("the Act") and other applicable authoritative pronouncements
issued by
the Institute of Chartered Accountants of India. Those Standards require that we comply with
ethical requirements
and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the statement. The procedures selected depend on the auditor's judgement,
including the assessment of the risks of material misstatements of the statement, whether due to
fraud or error. In making those risk assessments, the auditors consider internal control relevant to
the entity's preparation and fair presentation of the statement in the order to design audit
procedures that are appropriate in the circumstances.
An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made
by Management, as well as evaluating the overall presentation of the statement.
We believe that the audit evidence we have obtained
basis for our qualified audit opinion.

Ph: +91 40 - 23319743/23312331.

105.

1st Floor.

Golden Edifice.

is sufficient

and appropriate

to provide a

e-mail. hyderabad@pkfindla.in. www.pkfindia.in

Flat No. 6-3-639/640.

Khairatabad Circle.

HYDERABAD.

500004

PKF SRIDHAR & SANTHANAM has been converted into a limited liability partnership PKF SRIDHAR & SANTHANAM LLP FROM 21ST APRIL 2015.
REGISTRATION NO. WITH ICAIIS 0039905/5200018

Basis for Qualified Opinion

Based on information

provided to us by management,

a)

The books of accounts for the financial years ended 31 March 2011 and 2012 were
reconstructed
by the Management post 12 November 2011. Certain matters relating to the
differences between the current management
and the then Co- Managing Director are
currently sub-judice and still unresolved. These related to obtaining audit evidence on the
related financial results and consequential impact of the adjustments if any relating to the
unresolved matters pertaining to non-compliance with applicable laws and regulations and
any consequential
adjustment/
disclosures arising out of the outcome of ongoing legal
proceedings. The Company has represented
to us that based on the steps taken by the
Management and evidence available so far, in its assessment the risk that the financial
results may be materially misstated is low.

b)

The Company has filed a legal case against Dr.]ayaram Chigurupati, the erstwhile CoManaging Director for recovering the managerial remuneration
paid amounting to INR
79.80 lakhs during the p'eriod from 1 October 2007 to 31 March 2011, including an amount
of INR 22.80 lakhs which was in excess of the prescribed limits for the year ended 31 March
2011 without obtaining the necessary prior approval from the Central Government of India
which is in contravention
of the provisions of the Companies Act, 1956. Since the current
management has filed a claim for the entire amount, there is continuing default in relation
to excess remuneration
paid.

c)

The Company's application under the Companies Act, 1956, to the Ministry of Corporate
Affairs (MCA), Government of India for approval of managerial remuneration
of lNR 30.00
lakhs payable to Late Mr.B.K.Raizada, another erstwhile Co- Managing Director for the
period from 19 March 2011 to 18 March 2013 was conditionally approved by MCA on 27
February, 2012. Pending compliance by the Company with such conditional approval, no
adjustment in this regard has been made in the accompanying financial results.

Qualified Opinion
In our opinion and to the best of our information and according to the explanations
given to us,
with the exception of the matters described in the "Basis for Qualified Opinion" paragraph,
(i) the Statement, together with the notes thereon are presented in the format prescribed under
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
in this regard; and
(ii) the Annual audit financial results for the year ended 3 I st March 2016 as set out in the
Statement gives a true and fair view of the net Joss and other financial information for the year
ended 31 sl March 2016 in accordance with the accounting principles generally accepted in India.

Emphasis of Matter
The Company has accumulated
losses and its net worth has been completely
eroded, the
Company has incurred a net cash loss during the current and previous years and, the Company's
current liabilities exceeded its current assets as at the balance sheet date. The financial statements
have been prepared on a going concern basis; notwithstanding
the above conditions
as the
company is confident of raising further funds, with which it will be able to m
-011 . less
lilVt'l

'X-~

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Q: FIRMRGN.~::

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operations for growth and revival

Our report is not qualified in this regard.
Other Matter
The Statement dealt with by this report has been prepared for the express purpose of ftIing with
BSE Limited. This Statement is based on and should be read with the audited financial
statements of the company for the year ended March 31, 2016 on which we issued an modified
opinion vide our report dated May 21, 2016.
Restriction on Use
This report is addressed to the Board of Directors of the Company and has been prepared for and
only for the purposes set out in "Other Matter" paragraph above. This report should not be
otherwise used by any other party for any other purpose.

For PKF Sridhar & Santhanam LLP

Firm's Registration No.003990S/S200018
Chartered Accountants