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Directors Report of Albert David Ltd.

Mar 31, 2018

The Directors have pleasure in presenting their 79th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY (Rs. In Lacs)

	2017-2018	2016-2017
Revenue from operations	28899.33	30646.57
Other Income	890.83	762.49
Total Income from continuing operations	29790.16	31409.06
Earning before Interest, Depreciation, Tax & Amortization	3063.37	3548.95
Finance Costs	85.88	73.75
Gross Profit (EBDTA)	2977.49	3475.20
Depreciation and Amortization	823.10	751.66
Profit before exceptional and extraordinary items and tax	2154.39	2723.54
Exceptional Items	-	-
Extraordinary Items	-	-
Profit before Tax (PBT)	2154.39	2723.54
Tax expense	806.17	1017.37
Net Profit for the period from continuing operations	1348.22	1706.17
Profit /(Loss) for the period from discontinued operations	(364.14)	(110.66)
Profit for the period Other Comprehensive Income:	984.08	1595.51
From continuing operations	(309.04)	(139.10)
From discontinued operations	(3.87)	(3.24)
Total Comprehensive Income for the period	671.17	1453.17
Retained Earnings - Opening Balance	4487.22	4134.05
Add: Profit for the year	984.08	1595.51
Less: Dividend paid on Equity Shares during the year	313.91	-
Less: Corporate Dividend Tax paid during the year	63.90	-
Other Comprehensive Income:	(312.91)	(142.34)
Transfer to General Reserve	-	1100.00
Balance carried forward to Balance Sheet	4780.58	4487.22

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/ STATE OF COMPANY''S AFFAIRS:

During the year under review, your Company achieved Net Sales of Rs.28710.87 Lacs and recorded a Gross Profit of Rs.2977.49 Lacs compared to previous year''s Net Sales of Rs. 30479.75 Lacs and Gross Profit of Rs.3475.20 Lacs from continuing operations. There was after tax loss from discontinued operations of Rs.364.14 Lacs and Rs.110.66 Lacs during the year 2017-18 and 2016-17, respectively.

During the current financial year, your Company plans to further strengthen its operations by relooking at and strengthening its product portfolio as well as operating structure. Financial year 2017-18 was a difficult year for the Indian Pharmaceutical industry. In the wake of implementation of Goods & Service Tax (GST) the industry was badly impacted, especially on account of destocking of inventory leading to lowest growth in the last five years.

Your Directors are hopeful of further growth in sales and better financial performance during the current year.

DIVIDEND:

The Board of Directors of your Company is pleased to recommend payment of dividend of Rs.5.50/- per equity share of Rs.10/- each for the financial year ended 31st March, 2018 amounting to Rs.378.43 Lacs (inclusive of dividend distribution tax of Rs. 64.52 Lacs).

TRANSFER TO RESERVES:

Your Board proposes to keep the entire retained earnings in Profit & Loss Account.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

During the year the Company had to shut down the operations of Mandideep Unit of the Company with effect from 1st January, 2018 as it had become commercially unviable.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE:

There were no material changes and commitments in the business operations of the Company affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

1. The Company has appointed Internal Auditors to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company. In every quarter during the approval of Financial Results, Internal Auditors present the Internal Audit Report and Management comments on the Internal Audit observations;

2. The Board of Directors of the Company has adopted various policies like Related Party Transaction Policy, Whistle Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

3. The Company has installed ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

DEPOSITS:

Your Company has not accepted any Fixed Deposits under Chapter V of the Companies Act, 2013 during the Financial Year and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on 31st March, 2018.

STATUTORY AUDITORS:

M/s. Basu Chanchani & Deb, Chartered Accountants (Firm Registration No. 304049E), Kolkata had been appointed as the Statutory Auditors of the Company by the members in their AGM held on 12th September, 2017 till the conclusion of fifth consecutive AGM of the Company to be held in the year 2022 (subject to ratification by the members at every AGM) . In view of the amendment made to Section 139 of the Companies Act, 2013 vide Companies (Amendment) Act, 2017 which is effective from 7th May, 2018, annual ratification of appointment of statutory auditors have been done away with.

Accordingly M/s. Basu Chanchani & Deb, Chartered Accountants shall continue to be the Statutory Auditors of the Company till the conclusion of AGM to be held in the year 2022 and their appointment shall not be subject to ratification by the members on an annual basis.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiary/joint ventures/associate companies.

AUDITORS'' REPORT:

The Auditors'' Report to the shareholders on the financial statements of the Company for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT:

The provisions of Section 204 of the Companies Act, 2013 mandates Secretarial Audit of the Company for the financial year 2017-2018 by a Company Secretary in Practice and accordingly the Board had appointed M/s. MKB & Associates, Practicing Company Secretaries (FRN: P2010WB042700) as Secretarial Auditor to conduct secretarial audit of the Company for the financial year ended 31st March, 2018 and their Report in Form MR-3 is attached as "Annexure - 1" to this Annual Report.

There are no qualifications in the Secretarial Audit Report.

COST AUDIT :

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records relating to the business of manufacturing of Bulk Drugs and Formulations business of the Company. Accordingly, the Board had appointed M/s. S. Gupta & Co., Kolkata, Cost & Management Accountants (Firm Registration No. 000020) as Cost Auditors for auditing the cost records of the Company for the financial year ended 31st March, 2018.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the remuneration payable to M/s. S. Gupta & Co., Cost Auditor, for the year 2018-19, is required to be ratified by the Members of the Company, and accordingly, a resolution for the same is being placed before the Members at the ensuing Annual General Meeting.

SHARE CAPITAL:

There was no change in the Share Capital of the Company during the year.

EXTRACT OF THE ANNUAL RETURN:

Extract of the Annual Return in Form MGT - 9 pursuant to the provisions of Section 92 the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as "Annexure - 2" to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure - 3" to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES:

The Board of Directors of the Company on the recommendation of the CSR Committee has adopted a CSR Policy which inter-alia states the CSR activities to be undertaken by the Company. The Policy may be referred at the Company''s official website at http://albertdavidindia.com/investor/sh_information/policy/Corporate%20Social%20 Responsibility%20Policy.pdf.

The Company has spent Rs.33.58 Lacs in discharging its corporate social responsibility obligation during the year. In terms of section 135 of the Companies Act, 2013, an amount of Rs.41.69 Lacs was due to be spent. The balance amount of Rs.8.11 Lacs has been carried forward to the next year, as suitable projects/programmes could not be identified for carrying out the activities as per CSR Policy of the Company.

Details about the Company''s CSR Policy and initiatives undertaken by the Company during the financial year 2017-18 are outlined in the Report on CSR Activities attached as "Annexure - 4" to this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Declaration by Independent Directors

All the Independent Directors have submitted their declaration of independence pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

(b) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company''s operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors are also explained in detail the various compliances required from him as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations. The details of familiarization program is available on the Company''s website under the weblink: http://albertdavidindia.com/investor/sh_information/policy/familiarisation_program.pdf

In accordance with the Articles of Association of the Company, Mrs. Prabhawati Devi Kothari (DIN - 00051860), Director of the Company, is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board recommends her re-appointment with a view to avail her valuable advice and wise counsel.

Brief profile of the Director(s) seeking appointment/ re-appointment, and other information as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 forms part of the Notice of AGM forming part of this Annual Report.

None of the Directors of the Company is disqualified to act as Directors, as specified in section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

(d) Change in Directorship

During the year under review, Dr. Karunamay Lahiri vacated his office of directorship of the Company pursuant to Section 167(1)(a) of the Companies Act, 2013 w.e.f. 12th October, 2017.

On the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors in their meeting held on 28th March, 2018 had re-appointed Mr. Arun Kumar Kothari as Wholetime Director designated as Executive Chairman with effect from 1st April, 2018. The Board of Directors have in the said meeting also appointed Mr. Tarminder Singh Parmar as an Additional Director as well as Managing Director & CEO of the Company with effect from 1st April, 2018. Mr. Hari Prasad Kabra, Executive Director of the Company has retired from 1st April, 2018.

Your Directors wish to place their sincere appreciation for the contribution made by Mr. Hari Prasad Kabra and Dr. Karunamay Lahiri during their association with the Company. Your Board also recommends the appointment of:

i) Mr. Arun Kumar Kothari as Wholetime Director designated as Executive Chairman for a term of 3 (three) years with effect from 1st April, 2018;

ii) Mr. Tarminder Singh Parmar as Managing Director & CEO for a term of 5 (five) years with effect from 1st April, 2018.

(e) Key Managerial Personnel

Mr. Arun Kumar Kothari, Executive Chairman, Mr. Tarminder Singh Parmar, Managing Director & CEO, Mr. Subhash Chandra Shah, Vice President (Finance) & CFO and Dr. Indrajit Dhar, Associate Vice President (Accounts & Taxation)-cum-Company Secretary are the Whole-time Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of the Board is done on an annual basis. The evaluation is done by the Board (excluding presence of the member under evaluation), the Nomination and Remuneration Committee and the Independent Directors with specific focus on the performance and effective functioning of the Board/ Committees and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

a) Criteria for evaluation of the Board of Directors as a whole

i. Frequency of meetings;

ii. Length of meetings;

iii. Administration of meeting;

iv. Number of Committees and their roles;

v. Flow of information to Board members and between Board members;

vi. The quality and quantity of information; and

vii. Disclosure of information to the stakeholders.

b) Criteria for evaluation of individual Directors

i. Commitment to fulfillment of the Director''s obligations and fiduciary responsibilities;

ii. Attendance and contribution at Board/Committee meetings;

iii. Ability to contribute by introducing best practices to address top management issues;

iv. Monitoring management performance and development;

v. Participation in long term strategic planning;

vi. Ability to contribute and monitor corporate governance practices;

vii. Statutory compliance & Corporate governance;

viii. Time spent by each of the members;

ix. Core competencies; and

x. Guiding strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31st March, 2018 eight Board Meetings were held i.e. on 30th May, 2017, 1st August, 2017, 12th September, 2017, 30th October, 2017, 12th December, 2017, 26th December, 2017, 12th February, 2018 and 28th March, 2018. The maximum time gap between any two meetings was less than one hundred and twenty days as stipulated under SEBI (LODR) Regulations, 2015. Details of the Board meetings held during the financial year have been furnished in the Corporate Governance Report forming part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a seperate meeting of Independent Directors was held on 28th March, 2018 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD:

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE:

The Audit Committee presently comprises of Mr. Rajiv Singhi, Chairman, Mr. Arun Kumar Kothari, Mr. Hemal Kampani and Mr. Arindam Sarkar as Members. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of the this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee presently comprises of Mr. Rajiv Singhi, Chairman, Mr. Arun Kumar Kothari, Mrs. Prabhawati Devi Kothari, Mr. Hemal Kampani and Mr. Arindam Sarkar as Members. The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of this Annual Report.

COORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee presently comprises of Mr. Arun Kumar Kothari, Chairman, Mr. Tarminder Singh Parmar and Dr. Amal Kumar Bhattacharya as Members. The terms of reference of the Corporate Social Responsibility Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of this Annual Report.

STAKEHOLDERS'' RELATIONSHIP/GRIEVANCE COMMITTEE:

The Stakeholders'' Relationship/Grievance Committee presently comprises of Mr. Hemal Kampani, Chairman, Mr. Arun Kumar Kothari, Mrs. Prabhawati Devi Kothari and Mr. Tarminder Singh Parmar as Members. The terms of reference of the Stakeholders'' Relationship/Grievance Committee and the particulars of meetings held and attendance thereat are mentioned in the Report on Corporate Governance forming part of this Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company has a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 stating therein the Company'' policy on Directors'' appointment and remuneration. The said Policy is attached as "Annexure - 5" to this Annual Report. It may also be accessed at the Company''s website at http://albertdavidindia. com/investor/sh_information/policy/nr_policy.pdf

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established an effective Whistle Blower Policy pursuant to the Companies Act, 2013 and SEBI Listing Regulations, 2015. The said policy may be referred to at the Company''s website at the following web link http://albertdavidindia.com/ investor/sh_information/policy/whistle_blower.pdf

The Whistle Blower Policy aims at conducting the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up Internal Complaint Committee which is chaired by a female employee of the Company. No complaints were received during the financial year 2017-2018.

PARTICULARS OF LOANS, GURANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Note No. 57 to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of transactions with related parties and dealing with them. The said policy may be referred to at the Company''s website at http://albertdavidindia.com/investor/sh_information/policy/related_party_transaction.pdf The Audit Committee reviews all related party transactions on quarterly basis.

All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning of Section 188(1) of Companies Act, 2013 (the Act) were in the ordinary course of business and on an arm''s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no material contracts or arrangements entered into by the Company during the year with Related Parties. There are no materially significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act,which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

Your Directors draw attention of the members to Note No. 46 to the financial statement which set out related party disclosures.

PARTICULARS OF EMPLOYEES:

Details of the ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is attached as "Annexure - 6" to this Annual Report.

Disclosure pertaining to Remuneration and Statement showing the names of top ten employees in terms of remuneration drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is attached as "Annexure-7" to this Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RISKS & MITIGATING STEPS :

The Company has adopted and implemented a Risk Management Policy after identifying various risks which the Company encounters in the course of its business. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company. Financial risks the Company is exposed to are described in the appropriate notes to the financial statements.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that :

i) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2018 and of the profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2018 in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a ''going concern basis'';

v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF):

Pursuant to applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the said Act and Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Your Company had sent individual notices and also advertised in the newspapers seeking action from the Members who had not claimed their dividends for seven consecutive years or more. Accordingly, the Company had transferred such unpaid or unclaimed dividends and corresponding shares for the Financial Year ended 31st March, 2010. Members/claimants whose shares or unclaimed dividends, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim such shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available at http://www.iepf.gov.in) along with requisite fee, if any, as may be decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

Your Company will be transferring the Dividend and corresponding Shares for the Financial Year ended 31st March, 2011 on or before 10th September, 2018. Accordingly, Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said IEPF Authority. Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at https://www.albertdavidindia.com/ undividend.php and http://www.albertdavidindia.com/notice_other.php The shareholders are therefore advised to verify their records and claim their dividends of all earlier seven years, if not already claimed.

IMPLEMENTATION OF IND-AS:

Your Company has adopted Ind AS during the year retrospectively from 1st April, 2016 pursuant to a notification dated 16th February, 2015, issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind AS Financials for the year ended 31st March, 2018 along with comparable as on 31st March, 2017 and Opening Statement of Assets and Liabilities as on 1st April, 2016. Your Company has shared all four quarters re-stated Ind AS Profit and Loss Statement with Investors along with quarterly results for comparison.

GOODS AND SERVICES TAX (GST):

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Hon''ble Prime Minister''s mission of ''Make in India''. Your Company has successfully implemented and migrated to GST with effect from 1st July, 2017 and required changes across IT systems, Supply Chain and Operations have been made keeping in mind the sweeping changes that GST has brought in.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

LISTING WITH STOCK EXCHANGES:

Your Company''s Shares are listed with BSE Limited and National Stock Exchange of India Limited and the Company has paid the Listing Fees to the said Stock Exchanges on time.

GENERAL DISCLOSURES:

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

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme;

3. Your Company has not resorted to any buy back of its Equity Shares during the year under review

4. Your Company does not have any subsidiaries;

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operations in future.

ACKNOWLEDGMENT:

Your Board sincerely places on record the support extended by the Medical Profession, Trade, Shareholders, Company''s Bankers and Stockists, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.

Registered Office: For and on behalf of the

D - Block, 3rd Floor, Board of Directors Gillander House,

Netaji Subhas Road,

^{Kolkata -}700 001. A. K. Kothari

CIN: L51109WB1938PLC009490 Executive Chairman

Dated: 29th May, 2018 Din: 00051900

Mar 31, 2016

TO THE SHAREHOLDERS

Ladies & Gentlemen,

The Directors have pleasure in presenting their 77th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY :

(Rs. in Lacs)

	2015-2016	2014-2015
Revenue from operations/Net Sales	32123.52	32086.28
Earning before Interest, Depreciation, Tax & Amortization [EBIDTA]	3105.46	3658.38
Other Income	196.61	179.59
Finance Costs	181.09	269.62
Gross Profit (EBDTA)	3120.98	3568.35
Depreciation and Amortization	899.87	1541.46
Profit Before exceptional and extraordinary items and tax	2221.11	2026.89
Exceptional items	4080.75	â
Profit Before extraordinary items and tax	6301.86	2026.89
Extraordinary items	â	â
Profit Before Tax [PBT]	6301.86	2026.89
Tax expense including for earlier years	1502.27	656.86
Net Profit after Tax [PAT]	4799.59	1370.03
Balance of Profit brought forward from previous year	571.58	529.34
Less : Fixed Assets adjusted for over-aged assets (Net of deferred tax)	(21.16)	â
Surplus available for appropriation	5350.01	1899.37
Appropriations :
Interim Dividend	313.91	313.89
Tax on Dividend	63.90	63.90
Transfer to General Reserve	4000.00	950.00
Balance Carried to Balance Sheet	972.20	571.58

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/ STATE OF COMPANY''S AFFAIRS :

During the year under review, your Company achieved Net Sales of Rs.32123.52 Lacs and recorded a Gross Profit of Rs.3120.98 Lacs compared to previous year''s Net Sales of Rs. 32086.28 Lacs and Gross Profit of Rs. 3568.35 Lacs.

As reported in the last year, your Company has successfully launched Dhup Tab & Drop (Vit.D3), Inbalanse-Z (probiotic) and Evict-XF (Laxative).

During the current financial year, your Company plans to further strengthen Inbalanse range by launching Inbalanse Capsule & Inbalanse Ready solution.

Your Directors are hopeful of further growth in sales and better financial performance during the current year. DIVIDEND

Interim Dividend of Rs.5.50 per equity share of Rs.10/- each for the financial year ended 31st March, 2016 amounting to Rs.377.81 Lacs (inclusive of dividend distribution tax of Rs.63.90 Lacs) was paid during the year. Considering this, no final dividend is recommended by the Board.

TRANSFER TO RESERVES :

The Board proposes to transfer an amount of Rs.4000.00 Lacs to General Reserve.

CHANGE IN THE NATURE OF BUSINESS, IF ANY :

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE :

There was no material changes and commitments in the business operation of the Company, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE :

There was no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS :

1. The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flow of organization is being done through the approved policies of the Company. In every quarter during the approval of Financial Statements, Internal Auditors present the Internal Audit Report and Management comments on the Internal Audit observations;

2. The Board of Directors of the Company have adopted various policies like Related Party Transaction Policy, Whistle Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

3. The Company is in process of installing ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

DEPOSITS :

The Company has outstanding deposits of Rs.437.75 Lacs as on 31st March, 2016 which was accepted from the shareholders of the Company in terms of section 73 of the Companies Act, 2013. There was no overdue deposit as on 31st March, 2016 except Rs.21.80 Lacs (including accrued interest of Rs.1.80 Lacs) which remained unclaimed.

STATUTORY AUDITORS :

M/s. G. Basu & Co., Kolkata, Chartered Accountants (Firm Registration No.301174E) had been appointed as Statutory Auditors of the Company by the members in their AGM held on 7th August, 2014 till the AGM of the Company to be held in 2017 (subject to ratification by members at every AGM). Accordingly, appointment of M/s. G. Basu & Co., Chartered Accountant, as Statutory Auditors of the Company for the financial year 2016-17 is placed for ratification by the shareholders.

M/s. G. Basu & Co., Kolkata, Chartered Accountants have signified their consent, in writing, for such appointment along with a certificate stating that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

The Company does not have any subsidiary/joint ventures/associate companies.

AUDITORS'' REPORT :

The Auditors'' Report to the shareholders on the accounts of the Company for the financial year ended 31st March 2016, does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT :

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company for the financial year 2015-2016 by a Company Secretary in Practice and accordingly the Board have appointed M/s. MKB & Associates, Practicing Company Secretary (C.P.No: 7596) as Secretarial Auditor to conduct Secretarial audit of the Company for the Financial year ended on 31st March, 2016.

Secretarial Audit Report issued by M/s. MKB & Associates, Practicing Company Secretary in form MR-3 is enclosed as "Annexure - 1" to this Annual Report.

There are no qualifications in Secretarial Audit Report.

COST AUDIT :

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company relating to the business of manufacturing Bulk Drugs and Formulations. Accordingly, M/s. S. Gupta & Co., Kolkata, Cost Accountants (Registration No.000020) were appointed as the Cost Auditors for auditing the Company''s cost accounts for the year ended 31st March, 2016.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s. S. Gupta & Co., Cost Auditors is included in the Notice convening the Annual General Meeting.

SHARE CAPITAL :

There is no change in the Share Capital of the Company during the year.

EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is enclosed as "Annexure - 2" to this Report.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014 :

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as "Annexure - 3" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mr. A. K. Kothari, designated as Chairman, Mr. K. P. Mundhra, Executive Director and Dr. K. Lahiri, Independent Director of the Company as members of the Committee.

The Board of Directors of the Company on the recommendation of CSR Committee has adopted a CSR Policy at its meeting held on 13th November, 2014 which inter-alia states the CSR activities to be taken by the Company. The Policy may be referred at the Company''s official website at http://www.albertdavidindia.com/investor-relation/si/csr.

The Company has contributed Rs.10.00 Lacs in discharging its corporate responsibility obligation during the year. In terms of section 135 of the Companies Act, 2013, an amount of Rs.34.80 Lacs was due. The balance amount of Rs.24.80 Lacs has been carried forward to the next year, as suitable project/programme could not be identified for carrying the activities as per CSR Policy of the Company.

Report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 is prepared and the same is enclosed as "Annexure - 4" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(a) Declaration by Independent Directors :

All the Independent Directors have submitted their declarations of independence pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

(b) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company''s operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Director is also explained in detail the various compliances required from him as a Director under the various provisions of the Companies Act 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization program is available on the Company''s website under the weblink: http://www.albertdavidindia.com/investor-relation/si/ familiarization

In accordance with the provisions of Articles of Association of the Company, Mrs. Prabhawati Devi Kothari, Director of the Company, is liable to retire by rotation and being eligible, offer herself for re-appointment. The Board recommends her appointment with a view to avail her valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

(d) Change in Directorship during the year

There was no change in Directorship during the year. Mr. K P Mundhra, Wholetime Director, who was re-appointed by the Board as the Executive Director in its meeting held on 28th March, 2016 for a period of one year with effect from 1st April 2016, has resigned with effect from 1st July, 2016. The Board put on record their appreciation for the valuable services rendered by Mr. K P Mundhra during his tenure.

(e) Key Managerial Personnel

Mr. A. K. Kothari, Chairman & Managing Director, Mr. K. P. Mundhra, Executive Director, Mr. S. C. Shah, Vice President(Finance) & CFO and Dr. Indrajit Dhar, Associate Vice President (Accounts & Taxation)-cum-Company Secretary were re-designated as Whole-time Key Managerial Personnel of the Company as per section 203(2) of the Companies Act, 2013.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE :

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the SEBI Listing Regulations, evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

a) Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate governance;

viii. Attendance and contribution at Board/Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

The Directors expressed their satisfaction over the evaluation process and results thereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

During the financial year ended 31st March, 2016 seven Board Meetings were held on 28th May, 2015, 12th August, 2015, 14th November, 2015, 27th January, 2016, 10th February, 2016, 14th March, 2016 and 28th March, 2016. The maximum time gap between any two meetings was less than four months as stipulated under SEBI (LODR) Regulation, 2015. Details of board meetings held during the financial year have been furnished in the Corporate Governance Report forming part of this Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 10th February, 2016 wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD :

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act 2013. Details of all the above Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report.

AUDIT COMMITTEE :

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instances where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE :

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION :

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on Directors'' appointment and remuneration by the Nomination and Remuneration Committee which was approved by the Board of Directors at its meeting held on 27th May, 2014. The said Policy is appended as "Annexure - 5" to this Report.

The said policy may also be referred to, at the Company''s official website at the weblink, http://www.albertdavidindia.com/investor-relation/si/nr-policy

WHISTLE BLOWER MECHANISM/VIGIL MECHANISM :

The Company has established an effective Whistle Blower Policy pursuant to Companies Act, 2013. The said policy may be referred to, at the Company''s official website at the weblink, http://www.albertdavidindia.com/investor-relation/si/ whistle-blower-policy

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up Internal Complaint Committee which is chaired by Female employee of the Company. No complaints were received during the financial year 2015-2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Details of Loans, guarantees and investments covered under Section 186 of the Act form part of the Note No.28.14 to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A Related Party Policy has been devised by the Board of Directors at its meeting held on 9th February, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company''s official website at the weblink, http://www.albertdavidindia.com/investor-relation/si/rp-transaction

The Audit Committee reviews all related party transactions quarterly.

There are no contracts or arrangements entered into by the Company during the year with Related Parties referred to in Section 188(1) of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Directors draw attention of the members to Note No.28.2 to the financial statement which set out related party disclosures.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL :

Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure - 6" to this Annual Report.

Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure - 7" to this Annual Report.

MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

A separate report on Corporate Governance and Management''s Discussion and Analysis is annexed as part of the Annual Report along with the Auditor ''s Certificate in compliance with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

RISK & MITIGATING STEPS :

The Company has identified various risks faced by the Company from different areas. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that :

i) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any ;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2016 and of the profit of the Company for that period ;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2016 in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

iv) the Directors had prepared the annual accounts on a ''going concern basis'';

v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls with reference to the financial statements are adequate and were operating effectively ; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND :

The Company has transferred unclaimed dividend amounts till the year ended 31st March, 2008 to the Investor Education & Protection Fund established by the Central Government in compliance to the provisions of the Companies Act.

Pursuant to the provisions of IEPF (Uploading of Information regarding Unpaid and Unclaimed Amounts lying with companies) Rules, 2012, the Company has uploaded the details of Unclaimed Dividend lying with the Company on the its website http://www.albertdavidindia.com/investor-relation/si/iep-fund, as also on the website of Ministry of Corporate Affairs.

LISTING WITH STOCK EXCHANGES :

Your Company is listed with BSE Limited and the Company has paid the listing fees.

ACKNOWLEDGMENT :

The Board gratefully acknowledges the support given by medical profession, trade, shareholders, Company''s bankers and stockiest, Central and State Government Authorities, Stock Exchange, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.

For and on behalf of the

Board of Directors

Kolkata A. K. Kothari

Dated : 30th May, 2016 Chairman & Managing Director

DIN : 00051900

Mar 31, 2015

TO THE SHAREHOLDERS

Ladies & Gentlemen,

The Directors have pleasure in presenting their 76th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY :

(Rs. in Lacs) 2014-2015 2013-2014

Net Sales 32086.28 28984.81

Earning before Interest, Depreciation, Tax & Ammortisation [EBIDTA] 3658.38 3250.31

Other Income 179.59 60.17

Finance Costs 269.62 358.69

Gross Profit (EBDTA) 3568.35 2951.79

Depreciation and Amortization 1541.46 1105.73

Profit Before Tax [PBT] 2026.89 1846.06

Provision for Taxation 656.86 588.74

Net Profit after Tax [PAT] 1370.03 1257.32

Balance of Profit brought forward from 529.34 505.88 previous year

Surplus available for appropriation 1899.37 1763.20

Appropriations :

Proposed Dividend 313.89 285.36

Tax on Dividend 63.90 48.50

Transfer to General Reserve 950.00 900.00

Balance Carried to Balance Sheet 571.58 529.34

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/

STATE OF COMPANY''S AFFAIRS :

During the year under review, your Company achieved Net Sales of Rs.32086.28 Lacs and recorded a Gross Profit of Rs.3568.35 Lacs compared to previous year''s Net Sales of Rs.28984.81 Lacs and Gross Profit of Rs.2951.79 Lacs registering a growth of 10.70 % and 20.89 % respectively over the last year.

As reported in the last year, your Company has successfully launched Alamin Liquid and Alamin RLD (L-Arginine Sachet). During the current financial year, your Company plans to further strengthen Evict range by launching EVICT-XF.

The success of Derek & Breaze range has opened up the possibilities to venture in pre-probiotic and respiratory markets. Also we shall further strengthen our Gynae portfolio.

Your Directors are hopeful of further growth in sales and better financial performance during the current year.

DIVIDEND

The Board of Directors of your Company is pleased to recommend payment of dividend of Rs.5.50 per equity share of Rs.10/- each for the financial year ended 31st March, 2015 amounting to Rs.377.79 Lacs (inclusive of dividend distribution tax of Rs.63.90 Lacs).

TRANSFER TO RESERVES :

The Board proposes to transfer an amount of Rs.950.00 Lacs to General Reserve.

CHANGE IN THE NATURE OF BUSINESS, IF ANY :

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE :

There was no material changes and commitments in the business operation of the Company, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE :

There was no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS :

1. The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flow of organization is being done through the approved policies of the Company. In every quarter during the approval of Financial Statements, Internal Auditors present the Internal Audit Report and Management comments on the Internal Audit observations;

2. The Board of Directors of the Company have adopted various policies like Related Party Transaction Policy, Whistle Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

3. The Company is in process of installing ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

The Company does not have any subsidiary/joint ventures/associate companies.

DEPOSITS :

During the year, the Company has not accepted any deposit in terms of Section 73 of the Companies Act, 2013. There was no overdue deposit as on 31st March, 2015 except Rs.21.80 Lacs (including accrued interest of Rs.1.80 Lacs) which remained unclaimed.

STATUTORY AUDITORS :

M/s. G. Basu & Co., Kolkata, Chartered Accountants (Registration No.301174E) had been appointed as Statutory Auditors of the Company by the members in their AGM held on 7th August, 2014 till the AGM of the Company to be held in 2017 (subject to ratification by members at every AGM). Accordingly, appointment of M/s. G. Basu & Co., Chartered Accountant, as Statutory Auditors of the Company for the financial year 2015-16 is placed for ratification by the shareholders.

M/s. G. Basu & Co., Kolkata, Chartered Accountants have signified their consent, in writing, for such appointment along with a certificate stating that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The Auditors'' Report to the shareholders on the accounts of the Company for the financial year ended 31st March, 2015 does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT :

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company for the financial year 2014-2015 by a Company Secretary in Practice and accordingly the Board have appointed M/s. Dipti Kumar Gupta, Practicing Company Secretary (C.P.No: 9506) as Secretarial Auditor to conduct Secretarial audit of the Company for the Financial year ended on 31st March, 2015.

Secretarial Audit Report issued by M/s. Dipti Kumar Gupta, Practicing Company Secretary in form MR-3 is enclosed as "Annexure - 1" to this Annual Report.

There are no qualifications in Secretarial Audit Report

COST AUDIT :

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company relating to the business of manufacturing Bulk Drugs and Formulations. Accordingly, M/s. S. Gupta & Co., Kolkata, Cost Accountants (Registration No.000020) were appointed as the Cost Auditors for auditing the Company''s cost accounts for the year ended 31st March, 2015.

SHARE CAPITAL :

There is no change in the Share Capital of the Company during the year.

EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is enclosed as "Annexure-2" to this Report.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014 :

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as "Annexure - 3" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mr. A. K. Kothari, designated as Chairman, Mr. K. P. Mundhra, Executive Director and Dr. K. Lahiri, Independent Director of the Company as members of the Committee.

The Board of Directors of the Company on the recommendation of CSR Committee has adopted a CSR Policy at its meeting held on 13th November, 2014 which inter-alia states the CSR activities to be taken by the Company. The Policy may be referred at the Company''s official website at http://www.albertdavidindia.com/investor-relation/si/csr

The Company has contributed Rs.29.00 Lacs in discharging its corporate responsibility obligation during the year in due adherence of stipulation contained under section 135 of the Companies Act, 2013.

Report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 is prepared and the same is enclosed as "Annexure-4" to this Report.

DIRECTORS :

Changes in Directors and Key Managerial Personnel

(a) Appointment of Independent Directors

Mr. Arindam Sarkar has been inducted on the Board of the Company with effect from 7th August, 2014 as an Additional cum Independent Director, subject to regularisation/approval of the members in the ensuing Annual General Meeting for a term of 5 consecutive years with effect from his date of appointment.

The Company has received notice from a shareholder pursuant to Section 160 of the Companies Act, 2013 proposing appointment of Mr. Arindam Sarkar as Director of the Company. Appropriate resolution seeking his appointment is appearing in the Notice convening the Annual General Meeting of the Company.

(b) Declaration by Independent Directors :

All the Independent Directors have submitted their declarations of independence pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(c) Familiarization Program undertaken for Independent Directors

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company''s operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company''s website under the weblink : http:Wwww.albertdavidindia.com/investor-relation/si/familiarisation

(d) Non-Independent Director

In accordance with the provisions of Articles of Association of the Company, Mrs. Prabhawati Devi Kothari, Director of the Company, is liable to retire by rotation and being eligible, offer herself for re-appointment. The Board recommends her appointment with a view to avail her valuable advices and wise counsel.

A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement, is given in the Notice of AGM.

(e) Change in Directorship during the year

Mr. D. D. Binani resigned from the Board and his resignation was accepted with effect from 13th November, 2014 by the Board in their meeting held on 13th November, 2014. The Board places on record their deep sense of appreciation for his valuable advice and guidance during his association with the Company.

(f) Key Managerial Personnel

Mr. A. K. Kothari, Chairman & Managing Director, Mr. K. P. Mundhra, Executive Director, Mr. S. C. Shah, Vice President(Finance) & CFO and Dr. Indrajit Dhar, Associate Vice President (Accounts & Taxation)-cum-Company Secretary were re-designated as Whole-time Key Managerial Personnel of the Company as per section 203(2) of the Companies Act, 2013.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE :

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

a) Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate governance;

viii. Attendance and contribution at Board/Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

The Directors expressed their satisfaction over the evaluation process and results thereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

During the financial year ended 31st March, 2015 four Board Meetings were held. Details of board meetings held during the financial year have been furnished in the Corporate Governance Report forming part of this Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 9th February, 2015 wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

AUDIT COMMITTEE :

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instances where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE :

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION :

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company'' policy on Directors'' appointment and remuneration by the Nomination and Remuneration Committee which was approved by the Board of Directors at its meeting held on 27th May, 2014. The said Policy is appended as "Annexure-5" to this Report.

The said policy may also be referred to, at the Company''s official website at the weblink, http://www.albertdavidindia.com/ investor-relation/si/nr-policy

WHISTLE BLOWER MECHANISM/VIGIL MECHANISM :

The Company has a Whistle Blower Policy in place pursuant to Companies Act, 2013 and Clause 49 of the Listing Agreement. The said policy may be referred to, at the Company''s official website at the weblink, http://www.albertdavidindia.com/ investor-relation/si/whistle-blower-policy

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the audit committee in exceptional cases.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up Internal Complaint Committee which is chaired by Female employee of the Company. No complaints were received during the financial year 2014-2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

During the year, the Company has given loans of Rs.100.00 lacs and Rs.300.00 lacs to M/s. EMC Limited and M/s. Gillanders Arbuthnot & Co. Ltd. for short term period at an interest rate of 16% and 13.5% per annum respectively. Grant of the said loans are within the power of the Board of Directors. The loans have been repaid during the year.

No investment was made or guarantee was given by the Company during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A Related Party Policy has been devised by the Board of Directors at its meeting held on 9th February, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company''s official website at the weblink, http://www.albertdavidindia.com/investor-relation/si/rp-transaction. The Audit Committee reviews all related party transactions quarterly.

There are no contracts or arrangements entered into by the Company during the year with Related Parties referred to in Section 188(1) of the Companies Act, 2013.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL :

Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure-6" to this Annual Report.

Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure-7" to this Annual Report.

CORPORATE GOVERNANCE :

A separate report on Corporate Governance and Management''s Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate on compliance with the condition of Corporate Governance under Clause 49 of the Listing Agreement.

RISK & MITIGATING STEPS :

The Company has identified various risks faced by the Company from different areas. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that :

i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards

had been followed along with proper explanation relating to material departures, if any ;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2015 and of the profit of the Company for that period ;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2015 in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

iv) the Directors had prepared the annual accounts on a ''going concern basis'';

v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial

controls with reference to the financial statements are adequate and were operating effectively ; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND :

The Company has transferred unclaimed dividend amounts till the year ended 31st March, 2007 to the Investor Education & Protection Fund established by the Central Government in compliance to the provisions of the Companies Act.

Pursuant to the provisions of IEPF (Uploading of Information regarding Unpaid and Unclaimed Amounts lying with companies) Rules, 2012, the Company has uploaded the details of Unclaimed Dividend lying with the Company on the its website http:www.albertdavidindia.com, investor-relation/si/iep-fund as also on the website of Ministry of Corporate Affairs.

LISTING WITH STOCK EXCHANGES :

Your Company is listed with BSE Limited and the Company has paid the listing fees.

ACKNOWLEDGMENT :

The Board gratefully acknowledges the support given by medical profession, trade, shareholders, Company''s bankers and stockists, Central and State Government Authorities, Stock Exchange, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.

For and on behalf of the Board of Directors

Kolkata A. K. Kothari Dated : 28th May, 2015 Chairman & Managing Director DIN : 00051900

Mar 31, 2014

The Directors have pleasure to present the 75th Annual Report on the performance of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014

Financial results

(Rs. in Lacs) 2013-2014 2012-2013

Net Sales 29148.25 26417.42

Earning before Interest, depreciation, Tax & amortisation [EBIdTa] 3139.37 2560.82

Other Income 171.11 175.43

Finance Costs 358.69 324.26

Gross Profit (EBdTa) 2951.79 2411.99

Depreciation and Amortisation 1105.73 1073.47

Profit Before Tax [PBT] 1846.06 1338.52

Provision for Taxation 588.74 482.65

Net Profit after Tax [PaT] 1257.32 855.87

Balance of Profit brought forward from previous year 505.88 500.48

Surplus available for appropriation 1763.20 1356.35

appropriations :

Proposed Dividend 285.36 256.82

Tax on Dividend 48.50 43.65

Transfer to General Reserve 900.00 550.00

Balance Carried to Balance Sheet 529.34 505.88

WorKiNG resULts :

During the year under review, your Company achieved net Sales of Rs.29148.25 Lacs and recorded a Gross Profit of Rs.2951.79 Lacs compared to previous year''s net Sales of Rs.26417.42 Lacs and Gross Profit of Rs.2411.99 Lacs registering a growth of 10.34% and 22.38% respectively over the last year.

As reported in the last year, your company has successfully launched Rabeprazole and its combination (Anti-Peptic Ulcerant range) and Montelukast and its combination (Anti Asthmatic range).

During the current financial year, your company plans to further strengthen Alamin range of products by launching Alamin Liquid, Alamin Drops and other variants of L Arginine Sachets.

Also we have plans to venture into Pre-probiotic and Infertility market.

Your Directors are hopeful of further growth in sales and better financial performance during the current year.

Dividend :

The Board of Directors of your Company is pleased to recommend payment of dividend of Rs.5/- per equity share of Rs.10/- each for the financial year ended 31st March, 2014 amounting to Rs.333.86 Lacs (inclusive of dividend distribution tax of Rs.48.50 Lacs).

Fixed Deposits :

The Company has outstanding Public Deposits amounting to Rs.807.25 Lacs as on 31st March, 2014. There was no overdue deposit on 31st March, 2014 except Rs.21.80 Lacs (including accrued interest of Rs.1.80 Lacs) which remain unclaimed.

Board of Directors :

Mrs. Prabhawati Devi Kothari, Dr. Amal Kumar Bhattacharya and Dr. Karunamay Lahiri joined the Board of the company with effect from 31st March, 2014 as Additional Directors. They will hold such office only upto the date of the ensuing Annual General Meeting of the company. The Company has received requisite notices in writing from members proposing Mrs. Prabhawati Devi Kothari for appointment as Director liable to retire by rotation and for appointment of Dr. Amal Kumar Bhattacharya and Dr. Karunamay Lahiri as Independent Directors of the Company for a term of 5 consecutive years with effect from the date of ensuing Annual General Meeting tell 31st March 2019, subject to the approval of the members.

In order to align the term of existing Independent Directors with the provisions of the Companies Act, 2013, the Board of Directors in their meeting held on 27th May, 2014 has proposed the appointment of Mr. Hemal Kampani and Mr. Rajiv Singhi as Independent Directors of the Company for a term of 5 consecutive years with effect from the date of ensuing Annual General Meeting till 31st March 2019, subject to the approval of the members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

In accordance with the provisions of Articles of Association of the Company, Mr. D D Binani, Director of the company, is liable to retire by rotation and being eligible, offer himself for re-appointment.

The Board recommends the appointment of above directors with a view to avail their valuable advices and wise counsel. A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement, is given in the Notice of AGM.

Shri P L Agarwal and Shri A V Iyengar resigned from the Board and their resignations were accepted with effect from 31st March, 2014 by the Board in their meeting held on 31st March, 2014. The Board places on record their high sense of appreciation for their valuable advices and guidances given during their association with the company.

directors RESPONSIBILITY Statement :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors had 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 view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2014 and of the profit of the Company for the year ended as on date ;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2014 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 ; and

iv) the Directors had prepared the annual accounts on a ''going concern basis''.

particulars of employees :

Particular of Employees as required in term of provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are set out in Annexure-I to the Directors'' Report.

conservation of energy, technology Absorption, Foreign exchange earning AND outgo :

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given in Annexure-II forming part of this Report.

corporate Governance :

Your Company believes Corporate Governance is at the core of stake holders'' satisfaction. The Annual Report contains a separate section on Corporate Governance which forms part of this Report.

The Compliance Report on Corporate Governance and a certificate from M/s. G. Basu & Co., Kolkata, Chartered Accountants, Statutory Auditors of the Company regarding compliance of the condition of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchange, is forming part of this Report.

Management''s Discussion and Analysis has been separately annexed with this report.

As a measure of good corporate governance, M/s. Ashok Kumar Daga, a Practicing Company Secretary conducts Annual Secretarial Compliance Audit of the company.

research & Development Activity :

Unlike other manufactory, there is fast product obsoletion in Pharma industry. Therefore, the product portfolio is a dynamic one and requires continuous strengthening with new developments. Ever changing regulatory requirements calls for back up of database with Quality Assurance. Companies are making more and more investments in R&D not only to support the changing regulatory requirements but also to remain afloat with continuous flow of products developed at R&D.

The Company''s Research & Development Unit at Kolkata has been recognised by Department of Scientific and Industrial Research (DSIR), Government of India. The Research & Development Section of the company has been engaged in developing innovative process developments, analytical methods and process validations. It has also been working on development of new products.

credit profile :

CRISIL Limited has affirmed [CRISIL A2 ] (pronounced as CRISIL A Two Plus) in respect of Short Term rating. This rating indicates strong degree of safety regarding timely payment of financial obligations. Such instruments carry low credit risk.

CRISIL Limited has reaffirmed [CRISIL A-] (pronounced as CRISIL A Minus/Stable) in respect of Long Term rating. This rating indicates adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

Listing of shares :

The equity shares of your Company are at present listed on BSE Ltd. Your Directors confirm that the Annual Listing Fee for 2013-2014 has been paid to the said Stock Exchange.

Auditors :

Statutory auditors & Report

M/s. G. Basu & Co., Kolkata, Chartered Accountants, Statutory Auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors for the financial year 2014-2015.

M/s. G. Basu & Co., Kolkata, Chartered Accountants have signified their consent, in writing, for such appointment along with a certificate stating that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Director of the company proposes the re-appointment of M/s. G. Basu & Co., Kolkata, Chartered Accountants as Statutory Auditors of the Company for a term of three consecutive years from the date of ensuing Annual General Meeting till conclusion of the Annual General Meeting to be held in the year 2017, subject to the approval of the members.

The Auditors'' Report to the shareholders on the accounts of the Company for the financial year ended 31st March, 2014 does not contain any qualification.

Cost auditors and Cost audit Report

The Central Government has approved the appointment of M/s. S. Gupta & Co., Kolkata, Cost Accountant, Registration No.000020 as Cost Auditor for conducting cost audit relating to Bulk Drugs, Formulations and Disposable Syringes & Needles for the financial year 2013-2014.

The Board of Directors in their meeting held on 27th May, 2014 have appointed M/s. S Gupta & Co., Cost Accountants as the Cost Auditor for the financial year 2014-2015.

Acknowledgment :

The Board gratefully acknowledges the support given by medical profession, trade, shareholders, company''s bankers and stockiest. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.

For and on behalf of the Board of Directors

Kolkata A K Kothari

Dated : 27th May, 2014 Chairman & Managing Director

Mar 31, 2013

TO THE SHAREHOLDERS

Ladies & Gentlemen,

The Directors have pleasure to present the 74th Annual Report on the performance of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS

(Rs. in Lacs)

2012-2013 2011-2012

Net Sales 26417.42 22974.39

Earning before Interest, Depreciation, Tax & Ammortisation [EBIDTA] 2668.00 2349.16

Other Income 68.25 96.12

Finance Charges 324.26 343.86

Depreciation 1073.47 977.57

Profit Before Tax 1338.52 1123.85

Provision for Taxation 482.65 361.01

Net Profit after Tax 855.87 762.84

Balance of Profit brought forward from previous year 500.48 536.12

Surplus available for appropriation 1356.35 1298.96

Appropriations :

Proposed Dividend 256.82 256.82

Dividend Distribution Tax 43.65 41.66

Transfer to General Reserve 550.00 500.00

Balance Carried to Balance Sheet 505.88 500.48

WORKING RESULTS

During the year under review, your Company achieved net Sales of Rs.26417.42 Lacs and recorded a EBIDTA of Rs.2668.00 Lacs compared to previous year''s net Sales of Rs.22974.39 Lacs and EBIDTA of Rs.2349.16 Lacs.

As reported in the last year, your company has successfully launched Anaflam TH4/TH8 (skeletal muscle relaxant), Alamin RG/RGX (L-Arginine Sachets) and ADILAN (Isoxsuprine Tab/Inj.) .

During the current financial year, your company plans to further strengthen its gastro range of products by launching Rebeprazole and its combination. Also, we have plans to venture to Antiasthmatic and Infertility market.

Your Directors are hopeful of further growth in sales and better financial performance during the current year.

DIVIDEND

The Board of Directors of your Company is pleased to recommend payment of dividend of Rs.4.50 per equity share of Rs.10/- each for the financial year ended 31st March, 2013 amounting to Rs.300.47 Lacs (inclusive of dividend distribution tax of Rs.43.65 Lacs).

FIXED DEPOSITS

The Company has outstanding public deposits amounting to Rs.843.50 Lacs as on 31st March 2013. There was no overdue deposit on 31st March, 2013 except Rs.21.80 Lacs (including accrued interest of Rs.1.80 Lacs) which remain unclaimed.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 255 and 256 of the Companies Act, 1956 and in accordance with the provisions of Articles of Association of the Company, Shri Hemal Kampani and Shri P L Agarwal, Directors of the company, are liable to retire by rotation and being eligible, offer themselves for re-appointment.

The Board recommends their re-appointment.

As per Clause 49 of the Listing Agreement, a brief profile of the Directors seeking re-appointment is given in the Notice of AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any ;

ii) the Directors had 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 view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the profit of the Company for the year ended as on date ;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2013 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 ; and

iv) the Directors had prepared the annual accounts on a ''going concern basis''.

PARTICULARS OF EMPLOYEES

Particular of Employees as required in term of provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are set out in Annexure-I to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given in Annexure-II forming part of this Report.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stake holders'' satisfaction. The Annual Report contains a separate section on Corporate Governance which forms part of this Report.

The Compliance Report on Corporate Governance and a certificate from M/s. G. Basu & Co., Kolkata, Chartered Accountants, Statutory Auditors of the Company regarding compliance of the condition of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchange, is forming part of this Report.

As a measure of good corporate governance, M/s. Ashok Kumar Daga, a Practising Company Secretary conducts Annual Secretarial Compliance Audit of the company.

RESEARCH & DEVELOPMENT ACTIVITY :

Unlike other manufactory, there is fast product obsoletion in Pharma industry. Therefore, the product portfolio is a dynamic one and requires continuous strengthening with new developments. Ever changing regulatory requirements calls for back up of database with Quality Assurance. Companies are making more and more investments in R&D not only to support the changing regulatory requirements but also to remain afloat with continuous flow of products developed at R&D.

The Company''s Research & Development unit at Kolkata has been recognised by Department of Scientific and Industrial Research (DSIR), Government of India. The Research & Development section of the Company has been engaged in developing innovative process developments, analytical methods and process validations. It has also been working on development of new products.

CREDIT PROFILE :

CRISIL Limited has reaffirmed [CRISIL A-Stable] (pronounced as CRISIL A minus/Stable) in respect of Long Term rating. This rating indicates adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

CRISIL Limited has reaffirmed [CRISIL A1] (pronounced as CRISIL A One) in respect of Short Term rating. This rating indicates strong degree of safety regarding timely payment of financial obligations. Such instruments carry low credit risk.

LISTING OF SHARES

The equity shares of your Company are at present listed on BSE Ltd. Your Directors confirm that the Annual Listing Fee for 2013-2014 has been paid to the said Stock Exchange.

AUDITORS

Statutory Auditors & Report

M/s. G. Basu & Co., Kolkata, Chartered Accountants, Statutory Auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors for the financial year 2013-2014. The company has received required Certificates from them under section 224(1B) and section 226(3e) of the Companies Act, 1956, for such re-appointment.

Based on the recommendation of the Audit Committee, the Board of Director of the company proposes the re-appointment of M/s. G. Basu & Co., Kolkata, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

The comments on statement of accounts referred to the report of the Auditors are self-explanatory.

Cost Auditors and Cost Audit Report

The Central Government has approved the appointment of M/s. S. Gupta & Co., Kolkata, Cost Accountant, Registration No.000020 as Cost Auditor for conducting cost audit relating to Bulk Drugs and Formulations for the financial year 2012-2013.

The Audit Committee has also received a Certificate from the Cost Auditor under section 224 (1B) and section 233B(5) of the Companies Act, 1956, certifying their independence and arm''s length relationship with the Company. Pursuant to Cost Audit (Report) Rules, 2001, the due date for filing the Cost Audit Report for the financial year 2012 was 28th February, 2013 and the same was filed on 17th December, 2012 on the MCA website vide SRN No.S17644204 in respect of Bulk Drugs and Formulations.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the support given by medical profession, trade, shareholders, company''s bankers and stockists. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.

For and on behalf of the Board of Directors

Kolkata (A K Kothari)

Dated : 29th May, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting their report on the working of the Company alongwith the Audited Accounts for the year ended 31st March, 2012 FINANCIAL RESULTS

Year ended Year ended 31.03.2012 31.03.2011 (Rs.in Lacs) (Rs. in Lacs) (Rs.in Lacs) (Rs. in Lacs)

Gross Profit for the year 2101.42 2637.12

Less: Depreciation 977.57 996.41

Profit before tax 1123.85 1640.71

Less: Provision for Taxation

Current 385.00 649.50

Deferred (14.61) (93.37)

Provision for earlier year's written back (9.38) 361.01 0.00 556.13

Net Profit 762.84 1084.58

Add : Balance brought forward from from previous year 536.12 450.02

Less: Proposed Dividend 256.82 256.82

Corporate Dividend Tax 41.66 41.66

Transfer to General Reserve 500.00 798.48 700.00 998.48

Balance Carried Forward 500.48 536.12

WORKING RESULTS

During the year under review, your Company achieved net Sales of Rs 22974.39 Lacs and recorded a Gross Profit of Rs 2101.42 Lacs compared to previous year's net Sales ofRs 21849.48 Lacs and Gross Profit ofRs 2637.12 Lacs.

As reported last year, Govt. of India pursuant to directives of Hon'ble High Court of Delhi, had revoked the ban on Placentrex Injection for PID and Placenterex topical application for wound healing with effect from 30th May, 2011. However, prohibition on some products under the "Placentrex Group" were not restored.

This act of prohibiting and revocating the earlier order by the Govt. Authorities had created some cloud of disbelief amongst the medical practitioners. Your company is gradually recovering from the setback and making all efforts to restore the confidence of doctors and revive Placentrex business.

As reported in the last year, your company has successfully launched UDCA & Silymarin combination - Actimarin/Actimarin Forte, Febuxostat - FBX 40/80/120, Dapoxetin - Amjoy, a drug for premature ejaculation and has also expanded its Vision Care basket with the launch of Sioflox and Siomox-KT.

During the current financial year, your company plans to launch Skeletal muscle relaxant, L-Arginine Sachets, Isoxsuprine Tab/Inj., Betahistine & Domperidone combination, Hormonal preparations and antiasthmatic drugs.

Your Directors are hopeful of further growth in sales and better financial performance during the current year.

DIVIDEND

Your Directors have recommended payment of Dividend of Rs 4.50 per equity share of Rs 10/- each for the financial year ended 31st March, 2012 amounting to Rs 298.48 Lacs (inclusive of Corporate Dividend Tax of Rs 41.66 Lacs).

FIXED DEPOSIT

As on 31st March, 2012, an amount of Rs 610.25 Lacs was outstanding as Fixed Deposit received from the public out of which matured amount of Rs 21.80 Lacs (including accrued interest of Rs 1.80 Lacs) remains unclaimed on the said date.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) the Directors had 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 view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

iii) the Directors had taken proper and sufficient care 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;

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

DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

The Companies (Particulars of Employees) Rules, 1975 as amended are not applicable.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 dealing with Conservation of Energy and Technology Absorption etc. are set out in Annexure-I forming part of this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report forms part of the annual Report as an addition to the Directors' Report. Report on Corporate Governance alongwith Auditor's Certificate thereon is also annexed to the Directors' Report.

DIRECTORS

The Board have re-appointed Shri K. P. Mundhra as Executive Director and Shri A. K. Kothari as Chairman & Managing Director of the company from 1st April, 2012 and 1st July, 2012 respectively for further periods till 31st March, 2014. Resolutions seeking shareholders' approval will be placed before the ensuing Annual General Meeting for consideration.

Shri D. D. Binani and Shri Raiiv Singhi retire from the Board by rotation and being eligible offer themselves for re-appointment.

The Board recommends their re-appointment.

As per Clause 49 of the Listing Agreement, a brief profile of the Directors seeking re-appointment is given in the Notice of AGM.

LISTING OF SHARES

The shares of your Company are at present listed with Bombay Stock Exchange Ltd. Your Directors confirm that the Annual Listing Fee for 2012-2013 has been paid to the said Stock Exchange.

The Delhi Stock Exchange Association Ltd. has approved company's application for delisting of company's shares from their stock exchange with effect from 15th November, 2011.

AUDITORS

Statutory Auditors

M/s. G. Basu & Company, Chartered Accountants retire as Auditors of the Company and being eligible offer themselves for re-appointment. The Certificate as required under sub-section 1B of Section 224 and sub-section 3(e) of Section 226 of the Companies Act, 1956 has been obtained.

Cost Auditors and Cost Audit Report

The Central Government has approved the appointment of M/s. S. Gupta & Co., as Cost Auditor for conducting cost audit relating to Bulk Drugs & Formulations for the financial year 2011-2012.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arm's length relationship with the company. Pursuant to Cost Audit(Report) Rules, 2001, the due date for filing the Cost Audit Report for the financial year 2010 - 2011 was 27th September, 2011 and the same was filed on 21st September, 2011 on the MCA website vide SRN No.B-20936738 in respect of Bulk Drugs, SRN No.B-20936878 in respect of Kolkata Formulations and SRN No. B-20936969 in respect of Ghaziabad Formulations

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the support given by medical profession, trade, shareholders, company's bankers and stockists. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.

For and on behalf of the Board of Directors

Kolkata (A. K. KOTHARI)

Dated : 29th May, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting their report on the working of the Company alongwith the Audited Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS :

Year ended Year ended 31-03-2011 31-03-2010

Rs. Rs. Rs. Rs. (in Lacs) (in Lacs) (in Lacs) (in Lacs)

Gross Profit for the year 2637.12 2476.43

Less : Depreciation 996.41 904.83

Profit before tax 1640.71 1571.60

Less : Provision for Taxation

Current 649.50 545.00

Deferred (93.37) 556.13 (0.80) 545.80

Net Profit 1084.58 1027.40

Add : Balance brought forward from previous year 450.02 422.09

Less : Proposed Dividend 256.82 256.82

Corporate Dividend Tax 41.66 42.65

Transfer to General Reserve 700.00 998.48 700.00 999.47

Balance Carried Forward 536.12 450.02

WORKING RESULTS :

During the year under review, your Company achieved net Sales of Rs. 21849.48 Lacs and recorded a Gross Profit of Rs.2637.12 Lacs compared to previous yearÃs net Sales of Rs.20295.79 Lacs and Gross Profit of Rs.2476.43 Lacs registering a growth of 7.66% and 6.49% respectively over the last year.

As reported in the last year, your company has successfully launched uterine tonic-Siocare and Laxative combination-Evict Fibre and has also expanded its Anti-inflammatory & Analgesic range with launch of Anaflam XP

During the current financial year, your company plans to launch L-Arginine Sachets, Ursodeoxycholic Acid & Silymarin combination, Calcium preparation and a number of other new products.

The financial results for the year would have been much better but for prohibition on manufacture and sale of CompanyÃs flagship product ÃPlacentrexÃ imposed by the Govt. Authorities w.e.f. 10th February, 2011 resulting in loss of sales and profit during the period from 10th February, 2011 to 31st March, 2011. Your company has filed a writ petition against this prohibition with HonÃble High Court of New Delhi and the final verdict is awaited.

Your Directors are hopeful of further growth in sales and better financial performance during the current year.

DIVIDEND :

Your Directors have recommended payment of dividend of Rs. 4.50 per equity share of Rs. 10/- each for the financial year ended 31st March, 2011 amounting to Rs. 298.48 Lacs (inclusive of Corporate Dividend Tax of Rs. 41.66 Lacs).

FIXED DEPOSIT :

As on 31st March, 2011, an amount of Rs. 699.25 Lacs was outstanding as Fixed Deposit received from the public out of which matured amount of Rs. 21.80 Lacs (including accrued interest of Rs. 1.80 Lacs) remains unclaimed on the said date.

DIRECTORSÃ RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i) in the preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any ;

ii) the Directors had 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 view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

iii) the Directors had taken proper and sufficient care 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 ;

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

DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

The Companies (Particulars of Employees) Rules 1975 as amended are not applicable.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 dealing with Conservation of Energy and Technology Absorption etc. are set out in Annexure-I forming part of this Report.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report forms part of the annual Report as an addition to the DirectorsÃ Report. Report on Corporate Governance alongwith AuditorÃs Certificate thereon is also annexed to the DirectorsÃ Report.

DIRECTORS :

The Board have re-appointed Shri A K Kothari as Chairman & Managing Director of the company for a further period of one year with effect from 1st July, 2011. Resolution seeking shareholdersÃ approval will be placed before the ensuing Annual General Meeting for consideration.

Shri P L Agarwal and Shri A V Iyengar retire from the Board by rotation and being eligible offer themselves for re-appointment.

The Board recommends their re-appointment.

As per Clause 49 of the Listing Agreement, a brief profile of the Directors seeking re-appointment is given in the Notice of AGM.

LISTING OF SHARES :

The shares of your Company are at present listed with Bombay Stock Exchange Ltd. and The Delhi Stock Exchange Association Limited and your Directors confirm that all due Annual Listing Fee has been paid to the said Stock Exchanges.

AUDITORS :

M/s. G. Basu & Company, Chartered Accountants retire as Auditors of the Company and being eligible offer themselves for re- appointment. The Certificate as required under sub-section 1B of Section 224 and sub-section 3(e) of Section 226 of the Companies Act, 1956 has been obtained.

The Central Government has approved the appointment of M/s. S. Gupta & Co., as Cost Auditor for conducting cost audit relating to Bulk Drugs & Formulations for the financial year 2010-2011.

ACKNOWLEDGEMENTS :

The Board gratefully acknowledges the support given by medical profession, trade, shareholders, companyÃs bankers and stockists. The Board further expresses its appreciation for the services rendered by the executives, officers, staffs and workers of the Company at all levels.

For and on behalf of the Board of Directors

A K KOTHARI Chairman & Managing Director

Kolkata Dated : 30th May, 2011

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