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Directors Report of Anuh Pharma Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in placing before you the 55th Annual Report of the Company along with the Accounts for the year ended 31st March, 2015:

FINANCIAL HIGHLIGHTS (Rs in Lakhs) Accounting Year 2014-15 2013-14

Sales 28141 26493

Other Income 748 562

Profit before interest, depreciation and taxation 3515 2728

Interest 2 5

Depreciation 327 175

Provision for taxation (net) 987 789

Profit after tax 2199 1759

Profit and Loss Account balance B/f 2085 1560

Income Tax adjustment of earlier years (1) 2 4

Profit available for Appropriation 4283 3343

Transfer to General Reserve 1000 500

Interim Dividend 167 104

Tax on Interim Dividend 28 18

Proposed Final Dividend 418 544

Tax on proposed Final Dividend 83 92

Balance carried to the Balance Sheet 2587 2085

DIVIDEND

Since, the Company had been doing well and it was hopeful of getting better results this year, the Company had declared Interim Dividend on 25th August, 2014 and paid an Interim Dividend of Rs 2 per Share i.e. 40% on the Equity shares of face value of R 5/- each.

Further, for the year under review, the Directors have recommended a final Dividend of Rs 5 per share i.e. 100% (Rs 6.50 per share i.e. 130% for the previous year) on Equity Shares of face value of Rs 5/- each of the Company. The total dividend outgo shall be Rs 584.64 lakhs as compared to Rs 647.28 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March 2015 amounted to Rs 28141 lakhs as against R 26493 lakhs for the previous year. Thus the turnover of the Company has increased by about 6.22 % as compared to last years turnover.

During the year 2014-15 profit before tax as compared to last year has increased by 25% from Rs 2548 lakhs to Rs3186 lakhs and profit after tax has increased by 25% from Rs 1759 lakhs to Rs 2199 lakhs

EXPORTS

Exports for the year ended 31st March, 2015 have increased by about 14.80% from Rs 10439 lakhs to Rs 11984 lakhs.

CURRENT OUTLOOK

The Company has planned to achieve a sales turnover of Rs 325 crores during the current year.

MATERIAL CHANGES & COMMITMENTS, IF ANY

The Company has acquired leasehold rights, title, interests and possession in land and building admeasuring 7,800 square meters at Plot No. E-18 in the Tarapur Industrial Area of MIDC connecting to the existing Factory for a consideration of Rs 9,00,00,000/- (Rupees Nine Crores Only) from Authentic Petroproducts LLP for expansion purpose between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Further, huge reserves have been accumulated by the Company over a period of years and to pass on the benefit to its shareholders, the issuance of Bonus Shares is proposed by the Directors of the Company.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Bharat N. Shah and Mr. Lalitkumar P Shah Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Darshan Rampariya, Chief Financial Officer and Ms. Ashwini Ambrale, Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013-

i) That in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

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 viz. 31st March, 2015 and of the profit or loss of the Company for the year ended on that date.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

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

Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report.

LISTING ON THE STOCK EXCHANGE

The Company''s shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2015-16.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than Rs 60,00,000/- per annum during the year under review, if employed for full year or more than Rs 5,00,000/- per month, if employed for part of the year.

MEETINGS

During the year 6 (Six) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairperson''s as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS

Familiarisation Program has been carried out by the Company for the Independent Directors details of which has been posted on Company''s website http://anuhpharma.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-1" to the Directors'' Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Jasvantlal G. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin Shah, Managing Director and Mr. Arun L. Todarwal, Non-Executive Independent Director. The CSR policy of the Company has been uploaded on the Company''s website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 is annexed as "Annexure-2" to the Directors'' Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as "Annexure-3" to the Directors'' Report.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted policy on internal financial control system for proper observation of adequate internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company''s website.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Extract of Remuneration Policy is annexed as "Annexure-A" to the Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company''s website. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure-4" to the Directors'' Report.

RATIO OF DIRECTORS'' REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION AND OTHER DISCLOSURES

The table containing the names and other particulars of ratio of Directors'' Remuneration to Median Employees'' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure-5" to the Directors'' Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

A policy for prevention of Sexual Harassment of Women at workplace and setting up of the Committee for implementation of said policy is under review and consideration.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached separately to this report.

CORPORATE GOVERNANCE

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY Emphasis of Matter

We draw attention to the following matters in Note 36 to the financial statements:

As per section 135 of the Act, the Company was required to incur/spend Rs 39,34,176 on Corporate Social Responsibility ("CSR") during the financial year 2014-2015. However, during the financial year 2014-2015 the Company has spent Rs 34,45,196. Hence, the unspent amount of CSR expenditure is Rs 4,88,980. Our opinion is not modified in respect of this matter.

Management''s Reply: Near the end of the year the Company has identified CSR projects/activities which are under scrutiny and if satisfied will be spending the balance and the required proposed CSR amount during the course of the next year.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at 57th Annual General Meeting and are eligible for the re-appointment as Auditors of the Company to hold the office from the date of 54th Annual General Meeting until the conclusion of the 57th Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as Auditors of the Company.

A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 139 of the Companies Act, 2013.

COST AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and as per Rule 14 of Companies (Audit and Auditors) Rules 2014, with the prior approval of Central Government, Mr. Girikrishna S Maniar (Fellow Membership

No. 8202), practicing Cost Accountant, had been appointed to conduct audit of cost records of bulk drugs for the financial year ended 31st March, 2015. The Cost Audit Reports would be submitted to the Central Government within prescribed time.

The Cost Audit Reports for bulk drugs for the year ended 31st March, 2014 was filed with the Central Government on 18th September, 2014.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Gupta Baul & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-6" to the Directors'' Report.

SECRETARIAL AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY Emphasis of Matter

a) Pursuant to Clause 35 of Listing Agreement with the Stock Exchange, the shareholding pattern of the Company only mentions the names of persons classified as promoters and not of the persons who fall under the definition of promoter group.

b) Pursuant to Clause 30 of Listing Agreement with the Stock Exchange, the Company has not promptly notified pursuant to Clause 30 of Listing Agreement the appointment of Ms. Rajeshree Gor as an Additional Director.

c) Pursuant to Regulation 13(2) of SEBI (Prohibition of Insider Trading) Regulations, 1992 Ms. Rajeshree Gor had not disclosed her shareholding in the Company in Form B within 2 working days of becoming the Director of the Company.

d) As per section 135 of the Act, the Company was required to incur/spend Rs 39,34,176 on Corporate Social Responsibility ("CSR") during the financial year 2014-2015. However, during the financial year 2014-2015 the Company has spent Rs 34,45,196. Hence, the unspent amount of CSR expenditure is Rs 4,88,980.

Management''s Reply:

a) The Company will henceforth disclose the names of persons classifying as promoter group in the shareholding pattern of the Company.

b) The management is taking necessary action to make the required intimation to the Stock Exchange which was inadvertently missed out.

c) The management is taking necessary action to make the required disclosure to the Stock Exchange which was inadvertently missed out.

d) Near the end of the year the Company has identified CSR projects/activities which are under scrutiny and if satisfied will be spending the balance and the required proposed CSR amount during the course of the next year.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Sd/- Jasvantlal G. Shah Chairman (DIN: 00372600)

Registered Office: 3-A, Shiv Sagar Estate, Noth Wing, Dr.Annie Besant Road, Worli, Mumbai - 400 018

Place : Mumbai Date : June 12, 2015


Mar 31, 2014

The Members,

The directors have pleasure in placing before you the 54th Annual Report of the Company along with the Accounts for the year ended 31st March, 2014:

FINANCIAL HIGHLIGHTS

(R in Lakhs)

Accounting Year 2013-14 2012-13

Sales 26493 24160

Other Income 562 329

Profit before interest, depreciation and taxation 2728 1939

Interest 5 4

Depreciation 175 166

Provision for taxation (net) 789 515

Profit after tax 1759 1254

Profit and Loss Account balance B/f 1560 1417

Income Tax adjustment of earlier years 24 (25)

Profit available for Appropriation 3343 2646

Transfer to General Reserve 500 500

Interim Dividend 104 Nil

Tax on Interim Dividend 18 Nil

Proposed final Dividend 544 501

Tax on proposed final Dividend 92 85

Balance carried to the Balance Sheet 2085 1560

DIVIDEND

On the occasion of completion of 25 years of commencement of production activities, the Company had declared on 14/02/2014 and paid an Interim Dividend ofRs. 1.25 per Share i.e. 25% on the Equity shares of face value ofRs.5/- each.

Further, for the year under review, the Directors have recommended a final Dividend of Rs. 6.50 per share i.e. @ 130% (Rs. 6.00 per share i.e. @ 120% for the previous year) on Equity Shares of face value of Rs. 5/- each of the company. The total dividend outgo shall beRs. 647.28 lakhs as compared toRs. 501.12 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March 2014 amounted to Rs. 26492.79 as against Rs. 24160.49 lakhs for the previous year. Thus the turnover of the company has increased by about 9.65% as compared to last year''s turnover.

During the year 2013-14 profit before tax as compared to last year has increased by 41.14% from Rs. 1805.00 lakhs to Rs. 2547.65 lakhs and profit after tax has increased by 40.33% from Rs. 1253.50 lakhs to Rs. 1758.99 lakhs

EXPORTS

Exports for the year ended 31st March 2014 have increased by about 4.04% from Rs. 10033.86 lakhs to Rs. 10439.17 lakhs.

CURRENT OUTLOOK

The company has planned to achieve a sales turnover of Rs. 277 crores during the current year.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Jayantilal P. Shah and Mr. G. C Sharda retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board of Directors at their meeting held on May 23, 2014 appointed Ms. Rajeshree Gor as Additional Director pursuant to section 161 of the Companies Act, 2013 who will hold office till the date of the ensuing Annual General Meeting. The Company has received her candidature as a Director from a member pursuant to Section 160 of the said Act. Ms. Rajeshree Gor''s appointment is being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49 IV(G) of the Listing Agreement is given in the Notice of the 54th Annual General Meeting.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2014-15.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than Rs. 60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2014 -

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 viz. 31st March 2014 and of the profit or loss of the Company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {SECTION 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ''A'' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956 and with the prior approval of Central Government, Mr. Girikrishna S. Maniar (Fellow Membership No. 8202), practicing Cost Accountant, had been appointed to conduct audit of cost records of bulk drugs for the financial year ended 31st March, 2014. The Cost Audit Reports would be submitted to the Central Government within prescribed time.

The Cost Audit Reports for bulk drugs for the year ended 31st March, 2013 was filed with the Central Government on 26th September, 2013.

AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY

Emphasis of Matter

The Company has earned testing charges of Rs. 253,200 from Eskay Speciality Chemicals during financial year 2013- 2014. However, the company has not obtained Central Government approval under section 297 of the Act for this transaction. Our opinion is not qualified in respect of this matter.

Management''s Reply: In future Company will take due care while entering into such kind of the transactions.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 139 of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Sd/- J. G. SHAH Chairman

Registered Office:

3-A, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018

Place: Mumbai Date: May 23, 2014


Mar 31, 2013

The Members,

The directors have pleasure in placing before you the 53rd Annual Report of the Company along with the Accounts for the year ended 31st March, 2013:

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs)

Accounting Year 2012-2013 2011-2012

Sales 24160 22458

Other Income 329 446

Profit before interest, depreciation and taxation 1939 1942

Interest 4 5

Depreciation 166 132

Provision for taxation (net) 515 520

Profit after tax 1254 1285

Profit and Loss Account balance B/f 1417 1130

Income Tax adjustment of earlier years (25) 36

Profit available for Appropriation 2646 2451

Transfer to General Reserve 500 500

Proposed Dividend 501 459

Tax on Dividend 85 75

Balance carried to the Balance Sheet 1560 1417

DIVIDEND

For the year under review, the Directors have recommended a Dividend of RS. 6.00 per share i.e. @ 120% (RS. 5.50 per share i.e. @ 110% for the previous year) on Equity Shares of face value of RS. 5/- each of the company. The total dividend outgo shall be RS. 501.12 lakhs as compared to RS. 459.36 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March 2013 amounted to RS. 24160.50 lakhs as against RS. 22458.16 lakhs for the previous year. Thus the turnover of the company has increased by about 7.58% as compared to last year''s turnover.

During the year 2012-13 profit before tax as compared to last year has decreased by 2.02% from RS. 1805.00 lakhs to RS. 1768.47 lakhs and profit after tax has decreased by 2.42% from RS. 1284.61 lakhs to RS. 1253.50 lakhs

EXPORTS

Exports for the year ended 31st March 2013 have reduced by about 2.32% from RS. 10271.76 lakhs to RS. 10033.86 lakhs.

CURRENT OUTLOOK

The company has planned to achieve a sales turnover of RS. 277 crores during the current year.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Lalitkumar P. Shah and Mr. Bharat N. Shah retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board of Directors at their meeting held on November 9, 2012 appointed Mr. Sandeep Joshi as Additional Director pursuant to section 260 of the Companies Act, 1956 who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 53rd Annual General Meeting.

Mr. Ashwin Shroff, resigned as the Director of the Company with effect from November 9, 2012. Your Directors wish to place on record their appreciation for the valuable contributions made by Mr. Shroff.

The Board of Directors at their meeting held on May 24, 2013 appointed Mr. G.C. Sharda as Additional Director pursuant to section 260 of the Companies Act, 1956 who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 53rd Annual General Meeting.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2013-14.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than RS.60,00,000/- per annum during the year under review, if employed for full year or more than RS. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2013 :-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 viz. 31st March 2013 and of the profit or loss of the Company for the year ended on that date.

iii) That 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) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 217 (1)(E)]

As required under Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ''A'' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956 and with the prior approval of Central Government, Mr. Girikrishna S Maniar (Fellow Membership No. 8202), practicing Cost Accountant, had been appointed to conduct audit of cost records of bulk drugs for the financial year ended 31st March, 2013. The Cost Audit Reports would be submitted to the Central Government within prescribed time.

The Cost Audit Reports for bulk drugs for the year ended 31st March, 2012 were filed with the Central Government on 10/01/2013.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Sd/-

J. P. SHAH

Chairman

Registered Office:

3-A, Shivsagar Estate,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Place: Mumbai

Date: 24th May 2013


Mar 31, 2012

The directors have pleasure in placing before you the 52nd Annual Report of the Company along with the Accounts for the year ended 31st March, 2012:

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

ACCOUNTING YEAR 2011-12 2010-11

Revenue from Operations 22609 17643

Other Income 299 266

Profit before finance cost, depreciation and tax 1987 1884

Finance cost 50 22

Depreciation 132 111

Provision for tax (net) 520 522

Profit after tax 1285 1229

Profit and Loss Account balance B/f 1130 877

Income Tax adjustment of earlier years 36 9

Profit available for Appropriation 2451 2115

Transfer to General Reserve 500 500

Proposed Dividend 459 418

Tax on Dividend 75 67

Balance carried to the Balance Sheet 1417 1130

DIVIDEND

For the year under review, the Directors have recommended a Dividend of Rs 5.50 per share i.e. @ 110% (Rs 5.00 per share i.e. @ 100% for the previous year) on Equity Shares of face value of Rs 5/- each of the company. The total gross dividend outgo shall be Rs 533.88 lakhs as compared to Rs 485.34 lakhs during the previous year.

OPERATIONS

The revenue and operation income for the year ended 31st March, 2012 amounted to Rs 22609.43 lakhs as against Rs 17643.07 lakhs for the previous year. Thus the turnover of the company has increased by about 28.15% as compared to last year's turnover.

During the year 2011-12 profit before tax as compared to last year has increased by 3.10% from Rs 1750.77 lakhs to Rs 1805.00 lakhs and profit after tax has increased by 4.53% from Rs 1228.96 lakhs to Rs 1284.61 lakhs.

EXPORTS

Exports for the year ended 31st March, 2012 have increased by about 46.15% from Rs 7028.29 lakhs to Rs 10271.76 lakhs.

CURRENT OUTLOOK

The second phase of a new plant for manufacture of drug intermediates shall be ready for commissioning by July 2012. The Company expects to achieve better value addition and also profitability when this plant becomes operational.

R & D LABORATORY

In the month of April 2012, the Company has acquired all assets of a "State of Art" Research & Development Labaoratory which was being run by a Spanish Company. This Laboratory is situated in Navi Mumbai and is already functional.

DIRECTORS

Mr. Ashwin C. Shroff, Mr. Arun L. Todarwal and Mr. Jayantilal P. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2012-13.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules,1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2012 -

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 viz. 31st March, 2012 and of the profit or loss of the Company for the year ended on that date.

iii) That 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) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 217 (1)(e)}

As required under Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'A' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the re-appointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend re-appointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

J.P. Shah

Chairman

Place: Mumbai

Date: 30 th May 2012

Registered Office:

3-A, Shiv Sagar Estate,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018


Mar 31, 2011

The Members,

The directors have pleasure in placing before you the 51 st Annual Report of the Company along with the Accounts for the year ended 31st March, 2011:

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Accounting Year 2010-2011 2009-2010

Sales 17554 16457

Other Income 350 866

Profit before interest, depreciation and taxation 1875 1881

Interest 13 11

Depreciation 111 116

Provision for taxation (net) 513 469

Profit after tax 1238 1285

Profit and Loss Account balance B/f 877 418

Profit available for Appropriation 2115 1703

Transfer to General Reserve 500 500

Proposed Dividend 418 279

Tax on Dividend 67 47

Balance carried to the Balance Sheet 1130 877

DIVIDEND

For the year under review, the Directors have recommended a Dividend of Rs. 5.00 per share i.e. @ 100% (Rs. 10.00 per share i.e. @ 200% for the previous year) on Equity Shares of face value of Rs. 5/- each of the company. The total dividend outgo shall be Rs. 417.60 lakhs as compared to Rs. 278.40 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March, 2011 amounted to Rs. 17,553.74 lakhs as against Rs. 16,457.22 lakhs for the previous year. Thus the turnover of the company has increased by about 6.66% as compared to last year's turnover.

During the year 2010-11 profit before tax as compared to last year has declined by 0.16% from Rs. 1,753.52 lakhs to Rs. 1750.77 lakhs and profit after tax has decreased by 2.05% from Rs. 1,254.66 lakhs to Rs. 1,228.96 lakhs.

EXPORTS

Exports for the year ended 31 st March, 2011 have increased by about 11.31 % from Rs. 6,313.88 lakhs to Rs. 7,028.29 lakhs.

CURRENT OUTLOOK

The company has planned to achieve a sales turnover of Rs. 233.00 crores during the current year.

The erection of a new plant for manufacture of drug intermediates, was completed during the year under review and it was commissioned towards end of February, 2011. Due to operation of this plant, the Company expects to achieve much higher value addition and also higher profitability.

Currently, the Company has undertaken renovation of an old plant to meet the current GMP standards. This is expected to be completed and commissioned by January 2012 and will provide much flexibility to production operations and help better utilize the production capacity.

Since, further expansion on the existing plot of land at Tarapur will not be possible, therefore the Company is looking out to acquire another plot of land in the same Industrial Area.

DIRECTORS

Mr. Lalitkumar R Shah, Mr. Dilip G. Shah and Mr. Jasvantlal G. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year, 2011-12.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2011 :-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 viz. 31 st March, 2011 and of the profit or loss of the Company for the year ended on that date.

iii) That 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) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO [Section 217 (1)(e)]

As required under Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'A' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the re-appointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend re-appointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

J. P. Shah

Chairman

Registered Office:

3-A, Shivsagar Estate,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Place: Mumbai

Date: 5th August, 2011














Mar 31, 2010

The directors have pleasure in placing before you the 50th Annual Report of the Company along with the Accounts for the year ended 31st March, 2010:

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Accounting Year 2009-2010 2008-2009

Sales 16457 12051

Other Income 866 175

Profit before interest, depreciation and taxation 1881 1520

Interest 11 83

Depreciation 116 112

Provision for taxation (net) 469 425

Profit after tax 1285 900

Profit and Loss Account balance B/f 418 342

Profit available for Appropriation 1703 1242

Transfer to General Reserve 500 450

Proposed Dividend/Interim Dividend 279 320

Tax on Dividend 47 54

Balance carried to the Balance Sheet 877 418

DIVIDEND

Yours Directors recommend that the Interim Dividend of Rs. 10/- per share of face value of Rs. 5/- (200%) declared on 29th January, 2010 is to be treated as the final Dividend for the year ended 31st March, 2010.

BONUS SHARES

On the occasion of the Golden Jubilee Year of the Company, your Directors are pleased to propose issue of Bonus Shares in the ratio 1:2, thus capitalizing a sum of Rs. 2,78,40,000/- out of General Reserve.

OPERATIONS

The sales and operating income for the year ended 31st March, 2010 amounted to Rs. 16,457.22 lakhs as against Rs. 12,051.35 lakhs for the previous year. Thus the turnover of the company has increased by about 36.55% as compared to last years turnover.

During the year 2009-10 profit before tax as compared to last year has increased by 32.29% from Rs. 1,325.48 lakhs to Rs. 1,753.52 lakhs and profit after tax has increased by 43.94% from Rs. 871.63 lakhs to Rs. 1,254.66 lakhs.

EXPORTS

Exports for the year ended 31 st March, 2010 have increased by about 11.92% from Rs. 5,641.13 lakhs to Rs. 6,313.88 lakhs.

CURRENT OUTLOOK

The company expects to maintain the tempo of growth during the current year as well, and may achieve record sales and net profit.

DIRECTORS

Mr. Ashwin Shroff was appointed as an Additional Director on the Board with effect from October 30,2009. Mr. Ashwin Shroff holds office as a Director upto the date of the ensuing Annual General Meeting of the Company, a notice in writing under Section 257 of the Companies Act, 1956 has been received by the Company to appoint Ashwin Shroff as a Director of the Company.

Mr. Jayantilal P. Shah and Mr. Bharat N. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible have offered himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Companys shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2010-11.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2010:-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 viz. 31st March, 2010 and of the profit or loss of the Company for the year ended on that date.

iii) That 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) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {SECTION 217 (1)(E)}

As required under Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure A and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the re-appointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

J. P. SHAH

Chairman

Registered Office:

3-A, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai-400 018

Place: Mumbai. Date: 6th August, 2010

 
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