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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net "tonira PHARMA LIMITED 14th ANNUAL REPORT 2005-2006 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net PHARMA LIMITED FINANCIAL HIGHLIGHTS OF LAST FIVE YEARS AT A GLANCE (Rs. in lacs except EPS and Book Value ) Particulars 2005-06 2004-05 2003-04 2002-03 2001-02 Gross Income 3123.47 2428.82 2755.77 2591 .09 2397.41 Profit before Dep. & Interest 611.31 411.49 449.11 426.37 331.33 Profit before Tax & 268.16 238.17 280.19 262.00 147.97 Extra Ordinary Items Net Profit after Tax 264.11 237.50 55.09 262.00 147.97 Earning Per Share (EPS) (in Rs.) 3.32 2.99 0.69 3.30 1.86 Equity Share Capital 794.42 794.42 794.42 794.42 794.42 Reserve & Surplus 1049.54 877.38 614.19 541 .82 476.71 Book Value per Share (Rs.) 23.04 20.97 17.55 16.49 15.43 Major achievements (Awards and recognitions) 01. The Company has two 100% Export Oriented Units (EOUs) and Green Card Holder one at Ankleshwar, Dist. Bharuch and another at Nandesari, Dist. Vadodara, registered with Kandla Special Economic Zone, Gandhidham, Ministry of Commerce & Industry, Government of India. 02. Both the Plants of the Company are WHO GMP certified whereas plant set up at Nandesari is US FDA compliant. 03. The Company has been awarded with Export Excellence Certificate in the 100% EOU sector for best export performance during the year 1997-98 to year 2001 -02, by Development Commissioner, Kandla Special Economic Zone, Gandhidham, Ministry of Commerce & Industry, Government of India. 04. The Company has been recognized as "Export House" by Kandla Special Economic Zone, Gandhidham, Ministry of Commerce & Industry, Government of India. 05. The Company has two Research and Development Centres, one at Ankleshwar, Dist. Bharuch and another at Nandesari, Dist. Vadodara, recognized as In House R & D Unit, by Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. 06. The Company has been issued ISO 9001 -2000 certification by BVQI. 07. The Company has been availing "AA" Credit Rating from its Banker viz. Bank of Baroda. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net PHARMA LIMITED 14th ANNUAL REPORT 2005 - 2006 Board of Directors Bhailalbhai B. Shah. Executive Chairman Mahesh N. Shah CEO & Managing Director Janardan P. Sanyal. Executive Director Virendra B. Shah Wholetime Director Mahesh Bhatt Independent Director Rajesh Shah Independent Director Dr. A. A. Natu Independent Director Pradip Gandhi Independent Director Prakash Hirani Independent Director Company Secretary Mukesh Khanna Bankers Bank of Baroda, International Business Branch, Sayajigunj, Vadodara Auditors Mitesh P. Vpra & Company Chartered Accountants Ahmedabad. Registered Office 23-24, GIDC Estate, Nandesari, Dist. Vadodara Gujarat - 391 340 Corporate Office 301, Yogi Complex, 44, Sampatrao Colony, Alkapuri, Vadodara Gujarat - 390 005, India E-mail : [email protected] Ph : (0265)2343263, 2358266 Works i) 4722, G.I.D.C. Industrial Estate, Ankleshwar, Dist. Bharuch Gujarat - 393 002, India ii) 23-24, G.I.D.C. Industrial Estate, Nandesari, Dist. Vadodara Gujarat 391 324, India www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net "tonira PHARMA LIMITED NOTICE NOTICE is hereby given that the 14th Annual General Meeting of the Members of Tonira Pharma Limited will be held on Thursday, the 28th September, 2006 at 9.30 a.m. at its Registered Office at 23-24, GIDC Estate, Nandesari, Dist. Vadodara - 391 340, Gujarat to transact the following business: Ordinary Business : 1. To receive, consider and adopt the Audited Profit & Loss Account for the year ended 31st March, 2006 and Balance Sheet as of that date together with reports of Directors and the Auditors thereon. 2. To appoint a Director in place of Shri Prakash Hirani, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Shri Pradip Gandhi, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint Auditors and to fix their remuneration. Special Business : 5. To consider and, if thought fit, to pass with or without modification, the following resolution as Special Resolution. "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 314 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or reenactment thereof, for the time being in force), Shri Bhailal B Shah, be and is hereby reappointed as Executive Chairman of the Company for a period of 5 years from 01.07.2006 to 30.06.2011 on the terms and conditions including remuneration as are set out in the Letters of Appointment dated 30.06.2006 and 28.07.2006, issued by the Company to Shri Bhailal B Shah, copies whereof are placed before the Meeting which are hereby specifically approved, with liberty to fhe Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said reappointment and / or remuneration and /or letter of appointment without approaching shareholders for obtaining approval, subject to the same not exceeding the limits set out in the said Schedule XIII to the Companies Act 1956 including any statutory modification or reenactment thereof for the time being in force or as may hereafter be made by the Central Government in this behalf, from time to time or any amendments thereto as may be agreed by the Board and Shri Bhailal B Shah." "FURTHER RESOLVED THAT in the event of inadequacy or absence of profits in any financial year, Shri Bhailal B Shah, Executive Chairman be paid remuneration as minimum remuneration, subject to the ceiling as prescribed in Section II of Part II of Schedule XIII to the Companies Act, 1956." "FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby authorised to take all necessary steps as may be required to give effect to the above resolutions." 6. To consider and, if thought fit, to pass with or without modification, the following resolution as Special Resolution. "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 314 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or reenactment thereof, for the time being in force), Shri Mahesh N Shah, be and is hereby reappointed as CEO & Managing Director of the Company for a period of 5 years from 01.07.2006 to 30.06.2011 on the terms and conditions including remuneration as are set out in the Letters of Appointment dated 30.06.2006 and 28.07.2006, issued by the Company to Shri Mahesh N Shah, copies whereof are placed before the Meeting which are hereby specifically approved, with liberty to the Board of Directors (hereinafter referred to as " the Board" which term shall be deemed to include the Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said reappointment www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net "tonira PHARMA LIMITED and /or remuneration and /or letter of appointment without approaching shareholders for obtaining approval, subject to the same not exceeding the limits set out in the said Schedule XIII to the Companies Act 1956 including any statutory modification or reenactment thereof for the time being in force or as may hereafter be made by the Central Government in this behalf, from time to time or any amendments thereto as may be agreed by the Board and Shri Mahesh N Shah." "FURTHER RESOLVED THAT in the event of inadequacy or absence of profits in any financial year, Shri Mahesh N Shah, CEO & Managing Director, be paid remuneration as minimum remuneration subject to the ceiling as prescribed in Section II of Part II of Schedule XIII to the Companies Act, 1956." "FURTHER RESOLVED THAT the Board of Directors of the Company, be and are hefeby authorised to take all necessary steps as may be required to give effect to the above resolutions." 7. To consider and, if thought fit, to pass with or without modification, the following resolution as Special Resolution. "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 314 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or reenactment thereof, for the time being in force), Shri Janardan P Sanyal, be and is hereby reappointed as the Executive Director of the Company for a period of 5 years from 01.08.2006 to 31.07.2011 on the terms and conditions including remuneration as, are set out in the Letter of Appointment dated 28.07.2006 issued by the Company to Shri Janardan P Sanyal, a copy whereof is placed before the Meeting which is hereby specifically approved with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said reappointment and / or remuneration and /or letter of appointment without approaching shareholders for obtaining approval, subject to the same not exceeding the limits set out in the said Schedule XIII to the Companies Act 1956 including any statutory modification or reenactment thereof for the time being in force or as may hereafter be made by the Central Government in this behalf, from time to time or any amendments thereto as may be agreed by the Board and Shri Janardan P Sanyal." "FURTHER RESOLVED THAT in the event of inadequacy or absence of profits in any financial year, Shri Janardan P Sanyal, the Executive Director, be paid remuneration as minimum remuneration subject to the ceiling as prescribed in Section II of Part II of Schedule XIII to the Companies Act, 1956." "FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby authorised to take all necessary steps as may be required to give effect to the above resolutions." 8.
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