Directors Report of Alchemist Corporation Ltd.

Mar 31, 2015

The Directors are pleased to present Annual Report and Audited Accounts for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

Audited Financials Results -Standalone

(In Rupees)

Particulars Year ended Year ended 31 March, 2015 31 March, 2014

Net Sales/Income from Operations - -

Other Income Total Income

Total Expenses 1065738 1437824

Profit / Loss Before Taxation (1397310) (2087824)

Provision for Tax 6661 (1.318)

Profit / Loss After Taxation (1403970) (2086506)

Surplus / (Deficit) carried to Balance Sheet

Earning Per Share 0.29 0.42

Audited Financials Results - Consolidated

(In Rupees)

Particulars Year ended

31 March, 2015

Net Sales/Income from Operations -----

Other Income 96000

Total Income 96000

Total Expenses 1224815

Profit / Loss Before Taxation 1460387

Provision for Tax 6661

Profit / Loss After Taxation and before Minority Interest 1467048

Profit / Loss After Taxation and after Minority Interest 1437944

Earning Per Share 0.30

OPERATIONS

The income of the Company for the period under review was NIL as against NIL in the last year resulting into a loss of Rs. 14,03,970 Lakhs as against a loss of Rs. 20,86,506 Lakhs in the previous year mainly on account of Administrative, Depreciation and salary costs.

favour of ARCIL (Asset Reconstruction Company India Limited) as the sole trusty under SARFAESI Act, 2002.

CAPITAL STRUCTURE

During the current year, the Company has not received any additional Capital Total paid up Paid up Share Capital of the Company as on 31st March, 2015 is Rs. 49,143,330.

DIVIDEND

In view of financial losses during 2014-2015, Your Directors have not recommended any dividend for the financial year 2014-2015.

RESERVE

The Board of Directors of the Company does not propose any amount to carry to any reserve for the financial year ended March 31, 2015.

FIXED DEPOSIT

Your Company has not accepted any Fixed Deposits during the year

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed.

The detailed Corporate Governance Report forms part of this Director' Report

MANAGEMENT DISCUSSION & ANALYSIS

Management discussion and analysis have been appended to this report in terms of the Listing Agreement and marked Annexure II.

Particulars of Employees

None of the Employees of the Company draws remuneration exceeding the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act, hence the statement required under the said is not required to be annexed.

VIGIL MECHANISM

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct under the supervision of Audit Com- mittee. During the year under review, no report related to the violation received.

ANNUAL ACCOUNTS OF SUBSIDIARY

As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the Companies (Ac- counts) Rules, 2014, a separate statement containing salient features of financial statements of subsidiary has been attached with Consolidated Financial Statements for the year 2014-15.

The Consolidated Financial Statements have been presented in the Annual Report.

STATUTORY AUDITORS

The Company at its twenty fourth AGM held on 30th September, 2015 appointed M/s AAAM & Co., Chartered Accountants, Delhi, having Firm Registration No. 002504N allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office, from the conclusion of the said AGM until the conclusion of 24th Annual General Meeting, subject to ratification at every AGM. The Company has obtained necessary certificate under Section 141 of the Company Act, 2013 from them conveying their eligibility for being statutory auditors of the Company for the year 2015-16.

AUDITORS' REPORT

The observations/qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the appropriate Notes to the Accounts.

SECRETARIAL AUDITORS

M/s. Datt Ganesh & Associates, Company Secretaries have been appointed as Secretarial Auditors of the Company for the financial year 2014-15 in line with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor Report is annexed.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Our company had 4 directors Ms. Pooja Rastogi, Whole time director, Mr. Sohan Lal, managing Director, Ms. Sheetal Jain, Director and Mr. Sudhish Kumar Rastogi, director of the company.

Ms. Pooja Rastogi, Director of the Company retires by rotation and being eligible offer herself for re-appointment. Your Director recommends his reappointment. Appointment of Ms. Pooja Rastogi is in compliance with the provisions of Section 164(2) of the Companies Act, 2013.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively.

Board appoints Mrs. Meena Rastogi as an additional director on the board subject to regularization in the upcoming Annual General Meeting of the Company.

Board also Appoints Mr. Ankit Agarwal as an additional director under independent capacity on the board subject to regularization of the appointment in the upcoming Annual General Meeting of the Company.

Board Also Consider the appointment of MS. Pooja Rastogi as a Chief Financial Officer of the Company,

Ms. Sheetal Jain and Mr. Sudhish Kumar Rastogi resigned from the position w.e.f. 5th August, 2015.

NUMBER OF MEETINGS OF THE BOARD

During the period commencing from 1st April, 2014 and ending on 31st March, 2015, the board of directors of your company met on the following dates on 30th May, 2014, 14th August ,2014, 5th September, 2014, 4th October, 2014, 14th November 2014, 14th February 2015 & 31st March 2015.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is enclosed herewith as Annexure-4.

RISK MANAGEMENT POLICY

The Board of Directors of the company is of the view that currently no significant risk factors are present which may threaten the existence of the company.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186

There is no any loans, Investment or Guarantee given or taken by the company during the year.

RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013

No transaction has been entered into by the Company during the period under review.

AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT, 2013

As per the provisions of Section 177 of the Companies Act, 2013, the Company is having the Audit Commit- tee to oversee internal audit and control procedures, final accounts and reporting process. The committee comprises of three Directors.

NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT, 2013

As per section 178 of the Companies Act, 2013 and rules made there under and Clause 49 (effective October 1, 2014), the existing Remuneration Committee was renamed as Nomination and Remuneration Committee by the Board of Directors, which recommend in the Board policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of Section 178 of the Companies Act, 2013, rules made there under and Clause 49 (VIII)(E)(4) of the revised Listing agreement effective October 1, 2014, the existing Shareholders'/Investors' Grievance Committee was renamed as Stakeholders' Relationship Committee by the Board of Directors, to consider and resolve the grievances of security holders of the Company.

RISK MANAGEMENT COMMITTEE

As the Company has done no business for several years, In view of which the Risk Management Committee has not been formed. Since there being no business, the element of risk which may threaten the existence of the Company, no element has been identified of risk.

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

The particulars relating to conservation of energy and technology absorption read with the Companies (Dis- closure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 with respect of Directors' responsibility, it is hereby confirmed -

I. That in the preparation of the annual accounts, the applicable accounting standards had been followed;

II. That 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 and of the profit or loss of the Company for that period;

III. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records 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. That the directors had prepared the annual accounts on a going concern basis.

v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he has met criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Clause 49 of Listing Agreement.

INTERNAL AUDITOR

The Company has appointed M/s. S. Kumar Goel & Company Chartered Accountants (Firm Registration No. 05275C) as an Internal Auditor of the Company for the FY 2014-15, to conduct internal audit of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

During the year under review, no company became or cease to become Subsidiary/Joint Venture/Associate of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company There are no significant and / or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status and Company's future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of Companies Act, 2013, the Company doesn't have working status. Therefore, it is not required to constitute a CSR Committee.

STOCK EXCHANGE LISTING:

The Equity Shares of your Company are listed at: I The Stock Exchange, Mumbai. (BSE);

II. The Jaipur Stock Exchange Limited.

III. The Delhi stock Exchange.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Di- rectors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually. A declaration signed by the Company's Directors is published in this Report.

PUBLIC DEPOSITS

The Company has not accepted / invited any public deposits during the period under review and hence provisions of Section 73 of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditor's Report are annexed with this Report.

APPRECIATION & ACKNOWLEDGEMENT:

Your Directors appreciate the valuable co-operation extended by the Company's Bankers, monitoring agency & other Central and State Government departments, for their continued support. Your Directors place on record their wholehearted appreciation of your Company's employees at all levels. Your Directors also ac- knowledge with gratitude the backing of its shareholders.

For and on behalf of Board of Directors

Alchemist Corporation Limited

Sd/-

Sohan Lal

(Managing Director)

DIN : 03322557

Place: New Delhi

Date: 30.05.2015

---

Mar 31, 2014

To The Members OF

Alchemist Corporation Limited

The Directors are pleased to present Annual Report and Audited Accounts for the financial year ended March 31,2014.

(Rs. in lakhs) PARTICULARS FOR THE YEAR ENDED PREVIOUS YEAR ENDED 31.03.2014 31.03.2013

Income (Sales & other Income) — —

Profit/(Loss) before Depreciation (13.09) (13.07)

Less: Depreciation 1.28 1.43

Prior Period Adjustment — 9.96

Share Allotment Money - Pending allotment W/Off 6.50 —

Less: Provision for Income tax/FBT — —

Profit/ (Loss) after tax (20.88) (24.46)

OPERATIONS

The income of the Company for the period under review was NIL as against NIL in the last year resulting into a loss of Rs. 20.88 Lakhs as against a loss of Rs.24.46 Lakhs in the previous year mainly on account of Administrative, Depreciation and salary costs.

DIRECTORS

Ms. Sheetal Jain, Director of the Company retires by rotation and being eligible offer herself for re-appointment. Your Director recommends her re-appointment. Appointment of Ms. Sheetal Jain is in compliance with the provisions of Section 164(2) of the Companies Act, 2013.

DIVIDEND

In view of financial losses during 2013-2014, Your Directors have not recommended any dividend for the year 2013-2014.

PUBLIC DEPOSITS

The Company has not accepted / invited any public deposits during the period under review and hence provisions of Section 58A & 58AA of the Companies Act, 1956 are not applicable to your Company.

AUDITORS

The Statutory Auditors M/s A A A M & co., Chartered Accountants, New Delhi retires at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. As per Section 139(2) of the Companies Act, 2013, M/s. AA A M & Co., Audit firm shall be appointed as Statutory Auditors of the Company for two terms of 5 consecutive years. Since M/s. AAAM & Co. were Auditors of the company for more than 10 consecutive years , and which complete the two terms of five consecutive years, they are proposed to be appointed as Statutory Auditors for the next 3 consecutive years. The Company has received a certificate from M/s. A A A M & Co., to the effect that their appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013. The Board of Directors recommends to the shareholders the appointment of M/s. A A A M & Co. as Auditors of the Company up to the conclusion of the 24th Annual General Meeting.

AUDITORS'' REPORT

The observations/ qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the appropriate Notes to the Accounts.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary compliance certificate Practicing, Company Secretaries.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant Accounting principles and also complies with the Accounting Standards issues by the Institute of Chartered Accountants of India

SUBSIDIARY

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Statement of Accounts together with Directors Report and Auditors Report of M/s Kautilya Infotech Limited and the statement pursuant to Section 212 of the Companies Act, 1956 are attached and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditor''s Report are annexed with this Report.

STOCK EXCHANGE LISTING:

The Equity Shares of your Company are listed at:

i) The Bombay Stock Exchange Limited, Mumbai.

ii) The Delhi Stock Exchange Limited, New Delhi

iii) The Jaipur Stock Exchange, Jaipur CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed.

A separate report each on Corporate Governance, Management Discussions and analysis is given elsewhere in the Annual Report are annexed hereto as part of Annual Report along with Auditors'' Certificate on its due compliance.

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

a) Conservation of Energy & Technology Absorption: Since the Company is not carrying on any manufacturing activity during the year under review as well as in the previous year, issues relating to conservation of energy & technology absorption are not quite relevant to its functioning.

b) Export Activities: There was no export activity in the Company during the year review as well as in the previous year

c) Foreign Exchange Earnings and outgo: There was no Foreign Exchange Earnings and outgo.during the year under review as well as in the previous year.

PERSONNEL:

Details of Employees as per provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are given as follows:

None of the employee during the year was getting remuneration of Rs 60 lakh and above per annum in the year.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that: -

1. Applicable Accounting Standards have been followed in preparing the Annual Accounts and material departures, if any, have been properly explained.

2. The Directors have selected and applied accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent in respect to the Industry so as to give a true and fair view of the state of affairs of the Company and Profit and Loss account as at the date of Balance Sheet.

3. The Directors have taken proper and sufficient care for;

a) Maintenance of adequate accounting records in accordance with the Companies Act, 1956,

b) Safeguarding the assets of the Company and

c) Preventing and detecting fraud and other irregularities.

APPRECIATION & ACKNOWLEDGEMENT:

Your Directors appreciate the valuable co-operation extended by the Company''s Bankers, monitoring agency & other Central and State Government departments, for their continued support. Your Directors place on record their wholehearted appreciation for the support of your Company''s employees . Your Directors also acknowledge with gratitude the backing of its shareholders.

Managements'' Discussion and Analysis Report

The Annual report has a separate chapter on Managements'' Discussion & Analysis Report.

By order of the Board of Directors For Alchemist Corporation Limited Sd/- Sohan Lal (Managing Director)

Place: New Delhi Dated: 14.08.2014

---

Mar 31, 2013

The Directors are pleased to present Annual Report and Audited Accounts for the financial year ended '' March 31, 2013.

(Rs. in lakhs)

PARTICULARS FOR THE YEAR FOR THE PREVIOUS ENDED YEAR ENDED 31.03.2013_ 31.03.2012

Income (Sales & other Income) -- ---

Profit/(Loss) before Depreciation (13.07) (10.40) ;

Less: Depreciation 1.43 1.58

Prior Period Adjustment 9.96 __

Less: Provision for Income tax/FBI _ ---

Profit/(Loss) after tax (24.46) (11.98)

OPERATIONS :

The income of the Company for the period under review was NIL as against NIL in the last year resulting into a loss of Rs. 24.46 Lakhs as against a loss of Rs.11.98 Lakhs in the previous year mainly on account of j Administrative, Depreciation and salary costs. ;

DIRECTORS

Mr. Sudhish Kumar Rastogi, Director of the Company retires by rotation and being eligible offer himself for reappointment. Your Director recommends his reappointment.

DIVIDEND ''

In view of financial losses during 2012-2013, Your Directors have not recommended any dividend for the year 2012-2013. **

PUBLIC DEPOSITS

The. Compaq has not accepted (invited any public deposits during the period under review and hence towwes ate not awcabLe to your Company.

AUDITORS

The Statutory Auditors M/s AAAM & CO., Chartered Accountants, Noida retires at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

AUDITORS'' REPORT

The observations/ qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the appropriate Notes to the Accounts.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed.

A separate report each on Corporate Governance, Management Discussions and analysis is given elsewhere in the Annual Report are annexed hereto as part of Annual Report along with Auditors'' Certificate on its due compliance.

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

a) Conservation of Energy & Technology Absorption: Since the Company is not carrying on any manufacturing activity during the year under review as well as in the previous year, issues relating to conservation of energy & technology absorption are not quite relevant to its functioning.

b) Export Activities: There was no export activity in the Company during the year review as well as in the previous year

c) Foreign Exchange Earnings and outgo: There was no Foreign Exchange Earnings and outgo during the year under review as well as in the previous year.

PERSONNEL:

Details of Employees as per provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are given as follows:

None of the employee during the year was getting remuneration of Rs 60 lakh and above per annum in the year.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

1. Applicable Accounting Standards have been followed in preparing the Annual Accounts and material departures, if any, have been properly explained.

2. The Directors have selected and applied accounting policies''and applied them consistently and have made judgments and estimates that are reasonable and prudent in respect to the Industry so as to give a true and fair view of the state of affairs of the Company and Profit and Loss account as at the date of Balance Sheet.

3. The Directors have taken proper and sufficient care for;

a) Maintenance of adequate accounting records in accordance with the Companies Act, 1956,

b) Safeguarding the assets of the Company and

c) Preventing and detecting fraud and other irregularities.

APPRECIATION & ACKNOWLEDGEMENT:

Your Directors appreciate the valuable co-operation extended by the Company''s Bankers, monitoring agency & other Central and State Government departments, for their continued support. Your Directors place on record their wholehearted appreciation of your Company''s employees at all levels. Your Directors also acknowledge with gratitude the backing of its shareholders.

For and on behalf of Board

of Directors Alchemist Corporation Limited

Place: New Delhi

Date: 30.05.2013 Sd/-

Sohan Lai

(Managing Director)

---

Mar 31, 2011

To The Members of Alchemist Corporation Limited

The Directors are pleased to present Annual Report and Audited Accounts for the financial year ended March 31, 2011.

Financial results (Rs. in Lacs)

For the Year Ended Previous Year Ended PARTICULARS 31.03.2011 31.03.2010

Income (Sales & other Income) 15.09

Profit/(Loss) before Depreciation (14.09) (7.25)

Less: Depreciation 1.76 1.96

Prior Period Adjustment 0.33

Less: Provision for Income tax/FBT 0.00

Profit/ (Loss) after tax (15.85) (8.88)

OPERATIONS

The income of the Company for the period under review was NIL as against Rs. 15.09 Lakhs in the last year resulting into a loss of Rs. 15.85 Lakhs as against a loss of Rs.8.88 Lakhs in the previous year mainly on account of Administrative, Depreciation and salary costs.

DELAY IN FINALIZATION OF ACCOUNTS /HOLDING OF ANNUAL GENERAL MEETING:

As already stated, due to default in the repayment of Loan to Bank of India, the Bank had taken physical possession on 29, January, 2011 and sealed the premises namely B-31, Sector-5, Noida, where we had our Corporate Office & the place where the company used to keep & maintain the Books of Accounts and other Secretarial Records without allowing any access to us.. On account of said closure of the premises by Bank of India and despite various requests, Bank had not released our Accounts and Secretarial Records before 16th December, 2011 when by the order of Debt Recovery Tribunal (DRT), New Delhi, the Bank agreed to release the records.

In view of the fact, the Annual Accounts of the Company for the year ended 31.03.2011 could not be completed and got audited before 31st December, 2011 and all these events & circumstances resulted in the delay of 4 months for preparation, completing & auditing the final accounts of the Company. Consequently, leading to delay in convening & holding the Annual General Meeting of the company by 4 months.

DIRECTORS

Mr. Sudhish Kumar resigned from the Directorship on 4th October, 2010 and Mr. Sohan Lai was appointed a Managing Director on 4th October, 2010 who also resigned from Managing Directorship on 14th May, 2011

DIVIDEND

In view of financial losses during 2010-2011, Your Directors have not recommended any dividend for the year 2010-2011.

PUBLIC DEPOSITS

The Company has not accepted / invited any public deposits during the period under review and hence provisions of Section 58A & 58AA of the Companies Act, 1956 are not applicable to your Company.

AUDITORS

The Statutory Auditors M/s AGARWAL ATUL & ASSOCIATES Chartered Accountants, New Delhi retires at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

AUDITORS' REPORT

The observations of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the appropriate Notes to the Accounts.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant Accounting principles and also complies with the Accounting Standards issues by the Institute of Chartered Accountants of India

SUBSIDIARY

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Statement of Accounts together with Directors Report and Auditors Report of M/s Kautilya Infotech Limited and the statement pursuant to Section 212 of the Companies Act, 1956 are attached and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

STOCK EXCHANGE LISTING:

The Equity Shares of your Company are listed at: i) The Bombay Stock Exchange Limited, Mumbai. ii) The Delhi Stock Exchange Limited, New Delhi iii) The Jaipur Stock Exchange, Jaipur

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. A separate report each on Corporate Governance, Management Discussions and analysis is given elsewhere in the Annual Report are annexed hereto as part of Annual Report along with Auditors' Certificate on its due compliance.

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

a) Conservation of Energy & Technology Absorption: Since the Company is not carrying on any manufacturing activity during the year under review as well as in the previous year, issues relating to conservation of energy & technology absorption are not quite relevant to its functioning.

b) Export Activities: There was no export activity in the Company during the year review as well as in the previous year

c) Foreign Exchange Earnings and outgo: There was no Foreign Exchange Earnings and outgo during the year under review as well as in the previous year.

PERSONNEL

Details of Employees as per provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are given as follows:

None of the employee during the year was getting remuneration of Rs 24 lakh and above per annum in the year.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that: -

1. Applicable Accounting Standards have been followed in preparing the Annual Accounts and material departures, if any, have been properly explained.

2. The Directors have selected and applied accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent in respect to the Industry so as to give a true and fair view of the state of affairs of the Company and Profit and Loss account as at the date of Balance Sheet.

3. The Directors have taken proper and sufficient care for;

a) Maintenance of adequate accounting records in accordance with the Companies Act, 1956,

b) Safeguarding the assets of the Company and

c) Preventing and detecting fraud and other irregularities.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Company's Bankers, monitoring agency & other Central and State Government departments, for their continued support. Your Directors place on record their wholehearted appreciation of your Company's employees at all levels. Your Directors also acknowledge with gratitude the backing of its shareholders.

Managements' Discussion and Analysis Report

The Annual report has a separate chapter on Managements' Discussion & Analysis Report.

By order of the Board For ALCHEMIST CORPORATION LIMITED

Sd/- Place : New Delhi Pooja Rastogi Date : 31.12.2011 Director

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Mar 31, 2010

The Directors of your Company have pleasure in presenting 17th Annual Report together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs .in lacs) (Rs. in lacs)

PARTICULARS For the Year Ended PREVIOUS 31.03.2010 YEAR ENDED 31.03.2009

Income (Sales & Other Income) 15.09 507.05

Profit/(loss) before Depreciation (7.25) (17.12)

Less: Depreciation 1.96 2.17

Prior period adjustment 0.33 0.00

Less: Provision for Income Tax/ FBT 0.00 0.02

Profit /(Loss) after tax (8.88) (19.31)

OPERATIONS

The income of the Company for the period under review was Rs 15.09 lakhs as against Rs 507.05 lakhs in the last year resulting into a loss of Rs 8.88 lakhs against a loss of Rs 19.31 lakhs in the previous year mainly on account of Administrative and salary costs.

DIRECTORS

Mr Satish Chand Rohatgi resigned from the Directorship on 31st July 2009 and Mr Rajeev Gupta was appointed as additional director on 31st July 2009 and director in the AGM on 30.09.2009

Ms Pooja Rastogi , Director of the Company retires by rotation and being eligible offers herself for re- appointment. Your directors recommend her re-appointment.

DIVIDEND

In the absence of profits during the year, your Directors regret their inability to recommend payment of dividend for the year 2009-10.

PUBLIC DEPOSITS

The company has not accepted / invited any public deposits during the period under review and hence provisions of Section 58A & 58AA of the Companies Act, 1956 are not applicable to your Company.

AUDITORS & AUDITORS REPORT

M/s Agarwal Atul & Associates , Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and have offered themselves for reappointment. The Company has received the requisite certificate from them to the effect that their reappointment, if made will be within the limits stipulated u/s 224 (1B) of the Companies Act, 1956.

The Report of the Auditors dated 13th August, 2010 is self-explanatory and requires no comments.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant Accounting Principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANY

In compliance of Section 212 of the Companies Act, 1956, the audited statements of accounts along with the report of the Auditors and Board of Directors of Kautilya Infotech Limited and the statement pursuant to section 212 of the Companies Act,1956 are attached and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report and accounts.

STOCK EXCHANGE LISTING

The Equity shares of your Company are listed at:

i) The Bombay Stock Exchange Ltd., Mumbai.

ii) Delhi Stock Exchange Ltd., New Delhi.

iii) Jaipur Stock Exchange Ltd., Jaipur.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed.

A separate report each on Corporate Governance and Management discussions and Analysis is given elsewhere in the annual report are annexed hereto as part of Annual Report along with Auditors Certificate on its due compliance.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not carrying on any manufacturing activity during the year under review as well as in the previous year, issues relating to conservation of energy & technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review as well as in the previous year.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earnings and outgo during the year under review as well as in the previous year.

PERSONNEL

Provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are not applicable to your Company as no employee of the Company is drawing remuneration equal to or more than the limit specified under Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: -

1. All applicable accounting standards have been followed in preparing the Annual Accounts and material departures, if any, have been properly explained.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent in respect to the Industry so as to give a true and fair view of the state of affairs of the Company and profit and loss account as at the date of Balance sheet.

3. The Directors have taken proper and sufficient care for;

a. Maintenance of adequate accounting records in accordance with the Companies Act, 1956.

b. Safeguarding the assets of the Company and

c. Preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

APPRECIATION & ACKNOWLEDGMENT

Your Directors appreciate the valuable co-operation extended by the Companys Bankers & other Central and State Government departments, for their continued support and also place on record their wholehearted appreciation for your Companys employees at all levels. Your Directors also acknowledge with gratitude the backing of its shareholders.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance and Management Discussion and Analysis Reports are set out separately.

For and on behalf of Board of Directors

Sudhish Kumar

Managing Director