Directors Report of Arihant Multi Commercial Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 33rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

(Rs. in Lac)

Year ended Year Ended Financial Results 31.03.2015 31.03.2014

Revenue / Income for the Year 4435.02 4084.62

Profit before Tax & Extraordinary Items 90.59 97.53

Less : Provision for Taxation 28.22 32.13

Profit after Tax 62.37 65.40

Add : Profit brought forward from Previous Year 79.48 14.08

Less : Fund Transferred to General Reserves 0.00 0.00

Less : Payment of Interim Dividend in Q-I 36.24 0.00

Balance carried forward 105.61 79.48

OVERVIEW OF ECONOMY

Indian economy has weathered many challenges successfully in recent times and is currently placed on a cyclical upturn, on the back of strong policies and a whiff of new optimism. In the recent past, the economy faced testing times with issues like lower growth, high levels of inflation and widening current account deficit; escalated by an unsupportive external environment. Growth is back, with its desirable concomitants of mild inflation and manageable current account balance with stable rupee and rising foreign exchange reserves, signalling improvements in macro-economic stability. Te growth rate of the economy, measured by the growth in GDP at constant (2011-12) market prices, improved from 5.1 per cent in 2012-13 to 6.9 per cent in 2013-14 and is projected to clock 7.4 per cent in 2014-15, according to the Advance Estimates released by the Central Statistics Office. India is one of the very few countries for which IMF and World Bank have raised their growth assessment. Te ongoing revival is remarkable against the fact that it happened despite a highly tentative global economic conditions and a below-par domestic agricultural season.

The year 2014-15 has witnessed key policy reforms, aimed at aiding growth revival and surmounting the structural constraints in the economy. Te policy action has combined the needs of short term economic management with focus on taming inflation and external sector imbalances with a medium to long-term vision for transformation and development, manifested in significant reforms aimed at rationalizing administered pricing policies in petroleum and natural gas, stirring infrastructure development and de- bottlenecking the economy with initiatives to unshackle land acquisition for development (along with rehabilitation requirements therein) and to ensure adequate availability of key inputs like coal and power. Te growth agenda of the Government has been tethered to the revival of manufacturing, unleashed in the "Make in India", initiative, accompanied by liberalization of foreign direct investment, a large array of investment facilitation measures and steps to improve saving.

OVERALL PERFORMANCE & OUTLOOK

The performance of the Company during the year was almost in line in comparison to previous financial year. Revenue has been grown marginally but Gross Profit has been reduced marginally.

Gross Revenue from Operations remained at Rs. 4435.02 Lac in comparison to last years' figure of Rs. 4048.62 Lac. In term of Net Profit, the same was of Rs. 62.37 Lac in comparison to last years' net Profit of Rs. 65.40 Lac.

In term of segment results, the Company has earned profit of Rs. 169.04 Lac from its treasury operations, but has suffered loss of Rs. 36.81 Lac from textile business, loss of Rs. 4.25 Lac from Share speculative transactions and loss of Rs. 37.39 Lac from other activities.

The outlook for the current year seems to be challenging mainly due to steep competition, increase in price of trading material and sluggish consumer demand due to higher rate of inflation etc. However, your Company believes to overcome these challenges and will register growth.

DIVIDEND AND RESERVES

To conserve resources for future and to meet its business requirements, Directors do not recommends any Dividend for the year under review.

During the year under review, no amount was transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 3.624 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company. Further, Mr. Deepak S. Bansal, Managing Director of the Company is holding 25000 Equity Shares or 0.07% of Paid-up Capital in his name.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Te financial statements have been prepared on historical cost basis. Te estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defend under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. Te policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There was no change in Management of the Company during the year under review.

DIRECTORS

During the year Mr. Alok Kr. Behera, Managing Director has resigned from the Board w.e.f. 10th December 2014 due to his personal commitments and in his place Mr. Deepak S. Bansal, Executive Director has been appointed as Managing Director.

Your Directors wish to place on record his appreciation for the guidance and inputs provided by all above Directors during their tenure as Directors of your Company..

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, 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 another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Date of Date of Sl. No. Name Designation Appointment Resignation

1. Mr. Alok Kr. Behera Managing Director - 10th Dec 2014

2. Mr. Vijay Achari CFO 30th Sept 2014 24th March 2015

3. Ms. Priya M. Pareek CFO 25th March 2015 -

4. Mr. Pratik Pujara Company Secretary - 5th March 2015

5. Mr. Nitin Vinayak Kore Company Secretary 5th March 2015 -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. 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; and

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

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. Te details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

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. Te 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 segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defend in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Statutory Auditors

The Auditors M/s Maheshwari and Co. (FRN 105834W), Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 39th Annual General Meeting up to the conclusion of the 43rd consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Maheshwari and Co., Chartered Accountants, Mumbai; that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Te Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s G. S. Bhide & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

PARTICULARS UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013

Since the Company is into the Business of Financing and Investing activities in Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and Te Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 28, 2015 By order of the Board

For Arihant Multi Commercial limited

Registered office : Deepak S. Bansal

F/3, C-Wing, 1st Floor, Shah Arcade 1, (DIN : 03578201)

Rani Sati Marg, Malad (E), Mumbai-400 097 Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report of your Company for the financial year 2013-14 together with the Audited Balance Sheet, Profit and Loss Account, Cash-Flow Statements, and report on Management Discussion & Analysis.

Financial Highlights

The table given below gives the financial highlights of the Company for the year ended March 31, 2014 as compared to the previous financial year. For the year ended March 31 (Rs. in Lacs)

Particulars 2014 2013 Revenue / Income for the Year 4,084.62 28.64 Profit before Tax & Extraordinary Items 97.53 20.38 Less : Provision for Taxation 32.13 6.30 Profit after Tax 65.40 14.08 Add : Profit brought forward from Previous Year 14.08 91.00 Add : Fund Transferred from General Reserves 00.00 5.00 Less: Capitalization of Fund for Issue of Bonus Equity Shares 0.00 -96.00 Balance carried forward 79.48 14.08

OVERALL PERFORMANCE & OUTLOOK

In spite of adverse market conditions prevailing in the businesses in which the Company operates, the overall performance of the Company during the year has improved compared to that of the previous year, Gross Revenue from Operations remained at Rs. 4048.62 Lac in comparison to last years'' figure of Rs. 28.64 Lac. In term of Net Profit, the same was of Rs. 65.40 Lac in comparison to last years'' net Profit of Rs. 14.08 Lac. The Growth in term of Net Income was increased more than 4.6 times during the year.

During the Year, the Company has changed its line of Business and had discontinued the activity of Pharma products'' trading activities. Instead, the Company has started the business of trading in Textile, Electrical Goods, Steel & Steel goods and Investment activities in Shares & Securities.

The outlook for the current year is expected to be challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to Stakeholders of the Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

DIVIDEND

Having regard to the better performance of the company your Directors at their meeting held on June 6, 2014 declared and already paid to the shareholders an Interim Dividend of Rs. 0.10/- (10% dividend) per equity shares having face value of Rs.1/- for the financial year 2014-15. Further your directors has not proposed any dividend for the year ended 31st March, 2014.

SUBSIDIARY COMPANY

The Company does not have any subsidiary; hence investment made in Subsidiary is Nil.

MAJOR EVENTS

Preferential Allotment of Equity Shares

With reference to the resolution passed by the shareholders of the company by means of postal ballot for allotment of Equity shares to other than promoters on a preferential basis, 28th Day of August, 2013, Company has allotted 5, 50,000 equity shares of Rs.10/- each issued at a premium of Rs. 133/- per share on September 03, 2013, to other than promoters on a preferential basis. These shares are ranking pari-passu with the old equity shares of the company.

Sub- Division of Equity Shares

With reference to the resolution passed by the Shareholders of the Company in the Extra- Ordinary General Meeting held on 28th October, 2013 for Sub-Divison in Face Value of Equity Shares, existing equity shares of the company have been Sub- divided from ONE equity shares of Rs. 10/- each into TEN equity shares of Rs. 1/- each with effect from November 15, 2013.

Change in Name of the Company

With reference to the resolution passed by the shareholders of the company by means of postal ballot for change in name of the company on 28th Day of August, 2013, Company had made the application to the office of the Registrar of the companies, Mumbai for change of name of the Company and it has approved the application and name of the company has been changed from "Lifeline Drugs and Pharma Limited" to "Arihant Multi Commercial Limited" with effect from 28 th Day of July, 2014.

CHANGES IN CAPITAL STRUCTURE

. During the period under review company has allotted 5,50,000 equity shares of Rs.10/- each issued at a premium of Rs. 133/- per share on September 03, 2013, to other than promoters on a preferential basis. These shares are ranking pari-passu with the old equity shares of the company.

. During the period under review existing equity shares of the company have been Sub- divided from ONE equity shares of Rs. 10/- each into TEN equity shares of Rs. 1/- each with effect from November 15, 2013.

. As a result of the aforesaid allotments the paid- up equity share capital of the Company stood increased at Rs. 3,62,40,000 as on March 31, 2014.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

MANAGEMENT

There was no change in Management of the Company during the year under review

DIRECTORS

Mr. Anil Sanklecha has resigned from the Board w.e.f. 27th May 2014 due to his personal commitments. Your Directors wish to place on record his appreciation for the guidance and inputs provided by all above Directors during their tenure as Directors of your Company.

Further, during the year, the Company has appointed Mr. Deepak S. Bansal as Promoter Executive Director of the Company and Mr. Mahesh H. Parihar as Non-Executive, Independent Director of the Company w.e.f. 17th January 2014, to broad-base the Board and to have supportive hands to look into new business of the Company.

Statutory Disclosure

None of the Directors of your Company is disqualified as per provision of section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 1956, Companies Act, 2013 and Clause 49 of the Listing Agreement.

Committees

As on 31st March, 2014 the Board has Three Committees:

i. Audit Committee

ii. Share Transfer Committee

iii. Investors'' Grievance Committee

Detailed information regarding the committees of the Board has been given in the Corporate Governance Report.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, 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 another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, for the year ended 31st March, 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. 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; and

4. The Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a detailed Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

AUDITORS

Existing Auditors M/s Rishikesh Mishra & Associates, Chartered Accountants, Mumbai who are retiring in ensuring Annual General Meeting have expressed their un-willingness to re-appoint themselves as Auditors of the Company.

In place of existing Auditors, the Audit Committee recommended M/s Maheshwari and Co. (FRN 105834W), Chartered Accountants, Mumbai for appointment to audit the accounts of the Company from the conclusion of the 32nd Annual General Meeting up to the conclusion of the 37th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Maheshwari and Co.; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

STATEMENT OF 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 and the Companies (Particulars of Employees) Amendment Rules, 2011, the statement of particulars of employees shall form part of the Directors'' Report.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

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

The Company is into the business of trading in Textile, Steel & Steel goods and Investment activities in Shares & Securities during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information 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, is reported to be NIL.

STATUTORY INFORMATION

The Company being basically in the business of trading in Textile, Steel & Steel goods and Investment activities in Shares & Securities, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

APPRECIATION

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

August 27, 2014 By order of the Board For ARIHANT MULTI COMMERCIAL LIMITED (Formerly known as Lifeline Drugs And Pharma Limited)

Registered Office:- F/3, C- Wing, Shah Arcade 1, Rani Sati Marg, Malad (E), Mumbai-400 097 Alok Kr. Behera (DIN: 00272675) Managing Director

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Mar 31, 2013

To The Members''

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31'' 2013.

(Rs.in Lacs) Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Income 28.64 13.46

Profit before Tax & extraordinary item 20.38 4.87

Less : Provision for Taxation 6.30 1.64

Profit after Tax 14.08 3.22

Add : Profit brought forward from Previous Year 91.00 87.78

Add : Fund Transferred from General Reserves 5.00 0.00

Less : Capitalization of Fund for Issue of Bonus Equity Shares -96.00 0.00

Balance carried forward 14.08 91.00

OVERVIEW OF ECONOMY

According to the latest estimates'' Indian Economy grew by 5% in FY 2013'' reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through'' the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013.

In spite of sluggishness in economy and lack of demand by consumers'' Gross income from operations remained at Rs. 28.64 Lac in comparison to last years'' figure of Rs. 13.46 Lac. In term of Net Profit'' the same was of Rs. 14.08 Lac in comparison to last years'' net Profit of Rs. 3.22 Lac. The Growth in term of gross revenue was doubled whereas the Net Income was increased more than 3 fold during the year.

The Company has not carried any business in its core business segment i.e. drugs & pharma trading. Whatever revenue which was being generated during the year; was from Interest Income only.

The company is willing or almost decided to change the line of business considering too competitive Pharmaceutical market'' continuous changes in Government Regulations as well as requirements of huge capital for marketing etc. Further'' your Directors are exploring other options for undertaking new activities in the future.

DIVIDEND

Due to inadequate profit during the year and because of non-availability of sufficient cash fund as well as conserve resources for future'' your Directors do not recommends any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement'' the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There was no change in Management of the Company during the year under review.

DIRECTORS

During the year'' Mr. Nikunj Kirti Kanakia'' Mr. Perar Krishna N Kamath'' Mr. Prakash Ravishankar Raval and Mr. Narayan Anantrao Bhandarkar have resigned from the Board due to their personal commitments. Your Directors wish to place on record their appreciation for the guidance and inputs provided by all above Directors during their tenure as Directors of your Company..

In accordance with the requirements of the Companies Act'' 1956 and as per the provisions of Articles of Association of the Company'' Mr. Anil Sanklecha is liable to retire after conclusion of forthcoming Annual General Meeting and is eligible'' offers themselves for re-appointments in the forthcoming Annual General Meeting.

Except Mr. Anil Sanklecha himself'' none other Directors are interested in their respective re-appointments.

Further'' none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts'' for the year ended 31st March 2013'' all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. 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; and

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

STATUTORY INFORMATION

The Company being basically in the business of Pharma products trading as well as doing the business of Commission Agent'' requirement'' regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought'' it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best'' your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible'' relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review'' expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Rishikesh Mishra & Associates'' Chartered Accountants'' Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors u/s 224(1B) of the Companies Act'' 1956 to the effect that their reappointment if made'' will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act'' 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act'' 1956 read with the companies (Particular of employees) amendments rules'' 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT'' 1956

The Company is having no business other than the business of trading of Pharma Products as well as doing the work of Commission Agents during the year under review and hence the information regarding conservation of energy'' Technology Absorption'' Adoption and innovation'' the information 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'' is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review'' your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act'' 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing greement'' a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers'' bankers'' vendors and members for their continued support and confidence in the Company.

Mumbai'' May 30'' 2013 By order of the Board

For LIFELINE DRUGS & PHARMA LIMITED

Registered Office :

Office No. 17'' 3rd Floor'' Zaveri Bhavan''

85/87'' Old Hanuman Lane'' Alok Kr. Behera

Kalbadevi Rd'' Mumbai-400 002 Managing Director

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Mar 31, 2011

To, The members of LIFELINE DRUGS & PHARMA LIMITED

The Director have pleasure in presenting the Twenty Ninth Annual Report along with the audited statement of account for the year ended on 31st March, 2011.

FINANCIAL PERFORMANCE:

The Financial results of the company are summarized as under:-

Particulars 31.03.2011 31.03.2010

Total Revenue 15,26,09,500 62,61,90,500

Total Expenditure 15,26,43,887 62,21,91,748

Profit Before Interest, Depreciation and Taxation (34,387) 39,98,752

Interest -Nil- -Nil-

Depreciation -Nil- -Nil-

Profit Before Tax (34,387) 39,98,752

Provision for Income Tax -Nil- 13,40,000

Profit after Tax (34,387) 26,58,752

Balance Carried forward to Balance Sheet (34,387) 19,77,964

Equity Share Capital 24,00,000 24,00,000

Reserves 1,10,02,995 1,10,30,534

Shareholders Fund 1,34,02,995 1,34,30,534

EPS (0.14) 11.08

DIVIDEND:

Due to insufficient availability of Profits, Directors do not recommend any dividend for the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed;

(i) That in the preparation of the accounts for the period ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 profit of the Company for the year under review;

(iii) That the Directors have 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 have prepared the accounts for the period ended on 31st March, 2011 on a 'going concern' basis.

AUDITORS:

LKM & Co., Chartered Accountants, Statutory Auditor of the Company retires and being eligible for reappointment. The company has obtained certificate from Auditors to the effect that their reappointment, if made would be within the prescribed limit under section 224 (1) of the Companies Act. The members are requested to appoint auditors and fix their remuneration.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS UNDER THE BOARD OF DIRECTORS) RULES, 1988.

A) CONSERVATION OF ENERGY: The activities of the company do not involve any consumption of the energy hence particulars relating to conservation of energy are not given.

B) TECHNOLOGY ABSORPTION: The activities of the company do not involve any technology absorption of expenditure on research and development.

C) FOREIGN EXCHANGE EARNING AND OUTGO: The activities of the company do not involve any Foreign Exchange earning and outgo.

FOR AND ON BEHALF OF BOARD

CHAIRMAN

Place:- Mumbai Dated:- 02/09/2011

---

Mar 31, 2010

The Director have pleasure in presenting the Annual Report along with the audited statement of account for the year ended on 31st March, 2010.

FINANCIAL PERFORMANCE:

The Financial results of the company are summarized as under:-

Particulars 31.03.2010 31.03.2009

Total Revenue 62,61,90,500 626787500

Total Expenditure (62,21,91,748) (621513496)

Profit Before Tax 39,98,752 5274004

Provision for Income Tax 13,40,000 1750985

Profit after Tax 26,58,752 3523019

Balance Carried forward to Balance Sheet 19,77,964 2840701

Equity Share Capital 24,00,000 24,00,000

Reserves 1,10,30,534 86,52,570

Shareholders Fund 1,34,30,534 11052570

EPS 11.08 14.68

DIVIDEND:

Yours Directors declare Dividend @ 10% for the current financial year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) That in the preparation of the accounts for the period ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year under review;

(iii) That the Directors have 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 have prepared the accounts for the period ended on 31st March, 2010 on a 'going concern' basis,

AUDITORS:

N.S. Shetty & Company, Chartered Accountants, Statutory Auditor of the Company retires and being eligible for reappointment The company has obtained certificate from Auditors to the effect that their reappointment, if made would be within the prescribed limit under section 224 (1) of the Companies Act. The members are requested to appoint auditors and fix their remuneration.

COMPLIANCE CERTIFICATE:

Compliance Certificate received in accordance with Section 383A (1) read with the Companies (Compliance Certificate) Rules, 2001 is annexed to Directors Report.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS UNDER THE BOARD OF DIRECTORS) RULES, 1988,

A] CONSERVATION OF ENERGY:

The activities of the company do not involve any consumption of the energy hence particulars relating to conservation of energy are not given.

B] TECHNOLOGY ABSORPTION:

The activities of the company do not involve any technology absorption of expenditure on research and development.

C] FOREIGN EXCHANGE EARNING AND OUTGO:

The activities of the company do not involve any Foreign Exchange earning and outgo.

FOR AND ON BEHALF OF BOARD

Sd/- Sd/-

(Nikunj Kanakia) (Prakash Rawal)

Place; - Mumbai

Dated: - 29.05.2010

---

Mar 31, 2009

The Directors have pleasure in presenting the Twenty Seventh Annual Report along with the Audited Accounts for the year ended on 31st March, 2009.

FINANCIAL PERFORMANCE:

Particulars 31.03.2009 31.03.2008 (Rs. in Lacs) (Rs. in Lacs)

Total Revenue 6267.86 4959.05

Total Expenditure 6215.13 4914.16

Profit Before Interest, Depreciation and Taxation (PBIDT) 53.98 44.89

Interest 1.23 2.66

Depreciation NIL NIL

Profit before Tax 52.74 42.23

Provision for Income Tax 17.50 14.20

Fringe Benefit Tax 0.01

Profit After Tax 35.23 28.02

Short Fringe Benefit Tax of Earlier year 0.01 0.78

Balance carried forward to Balance Sheet 28.40 27.24

Equity Share Capital 24.00 24.00

Reserves 86.53 54.12

Shareholders fund 110.53 78.12

EPS 14.67 11.35

DIVIDEND:

Considering improved performance and positive outlook of your Companys future, your Directors are pleased to recommend payment of final dividend® 10% on face value of Equity Shares of the Company (Rs.1/-per share) for year ended 31" March, 2009, subject to the approval of shareholders.

COMPANY PROSPECTS AND FUTURE OUTLOOK

The Company had acquired land at MIDC, Tarapur industrial area for setting up Greenfield Project for manufacturing of Bulk Drugs and intermediates. The layout plans for manufacturing facilities at the plot at MIDC, Tarapur have been approved by the concerned regulatory authorities. The Company also received environmental clearance from MOEF. The manufacturing facility has been designed as per the current CGMP norms and also as per the Safety, Health & Environment (SHE) norms, which are being encouraged by the MNC customers from Europe and U.S. for multi product manufacturing. The Company plans to start construction at this site very soon and is looking to target products which have patent expiry in the year 2011 -2012 and plans to commission the plant well before that time.

In order to fund the above activities, the Company had used internal accruals and loan from Directors. The Company is also planning to approach if s shareholders by way of rights issue in the near future.

DIRECTORS:

Pursuant to Section 260 of the Companies Act, 1956, Mr. Arvind Chaturvedi and Mr. Narayan A. Bhandarkar were appointed as Additional Directors of the Company by the Board. They shall hold office until the ensuing Annual General Meeting. The Company has received from members notices pursuant to Section 257 of the Companies Act, 1956 signifying their intention to propose the candidature of Mr. Arvind Chaturvedi and Mr. Narayan A. Bhandarkar as Director of the Company. Necessary resolutions were placed before the ensuing Annual General Meeting for their appointment as Director of the Company.

Mr. Kiran R. Yedery and Mr. Bharat K Shah Directors of the Company, retire by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed:

(I) That in the preparation of the annual accounts for the financial year ended 31" March, 2009 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the sate of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

(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 accounts for the year under review on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUT GO:

The Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities. There is no Foreign Exchange Earning or outgo during the year under review.

PARTICULARS OF EMPLOYEES:

TherearenoemployeescoveredundertheprovisionsofSection217(2A)oftheCompaniesAct, 1956, read with the Companies (Particulars of the Employees) Rules, 1975 as amended.

AUDITORS:

M/s N. S. Shetty & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956. The members are requested to consider their re-appointment for the current financial year ended on 2009-2010 and authorize the Board of Directors to fix their remuneration.

SECRETARIAL COMPLIANCE REPORT:

Since your Company comes within the purview of the Section 383A of the Companies Act, 1956, it has to obtain Compliance Certificate from the practicing Company Secretary. The Company has approached M/s. Amita Desai & Company, Practicing Company Secretaries, Mumbai for Secretarial Audit Report of the Company for the financial year 2008-09 and the same is attached with this report.

SECRETARIAL AUDITOR:

M/s. Amite Desai & Company, Practicing Company Secretaries, Mumbai, Secretarial Auditors have offered themselves for appointment as Secretarial Auditors of the Company for the financial year2009-10.

ACKNOWLEDGEMENTS:

The Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers and advisors for their continuous support during the year.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the year.

PLACE: Mumbai By order of the Board of Directors

DATE: 30th June 2009

Sd/- Sd/- (Kirti Kanakia) (Nikunj Kanakia) Chairman Managing Director