Directors Report of Bharat Immunological & Biologicals Corporation Ltd.

Mar 31, 2018

DIRECTOR’S REPORT

On behalf of the Board of Directors I hereby present the 29^th Annual Report together with Audited Statements of Accountants of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS

During the year 2017-18 BIBCOL has turnover of Rs,3,479.88 lakhs as against the previous year turnover of Rs,12,418.51 lakhs. The (Loss)/Profit before tax is Rs, -795.89 lakhs for the year as compared to the previous year profit of Rs, 922.28 lakhs. The accumulated losses has been increased to Rs, 568.51 lakhs as compared of previous year figure of Rs, 142.83 lakhs.

DIVIDEND

In view of the accumulated losses, company has not been recommending any dividend for the year.

FUTURE OUTLOOK

Company has obtained license for Ready to use Therpheutic Food (RUTF) and low calorie sweetener and hoping for commercial sales in the current year. Additionally company is working on diversification into Plasma Derived Medicines (PDMs) and Oral Cholera Vaccine for long term sustainability and growth.

FIXED DEPOSIT

The company has not accepted/ invited any Deposits from public pursuant to Section 73 of the Companies Act, 2013, till the end of the year under review.

DIRECTORS

There is a change in Board as Dr. Kanury Rao has vacated his office pursuant to the provisions of section 167(1 )(b) of the Companies Act, 2013.

LISTING OF SECURITIES

The shares of the company are listed with Bombay, Delhi and U.P. Stock Exchanges. However the Delhi and U.P. Stock Exchanges are not functional. The company has paid annual listing fee to Bombay Stock Exchange for the year 2017-2018.

AUDITOR’S REPORT

M/s. B. K. Kapur & Co., Chartered Accountants has been appointed as Statutory Auditors of the Company by Comptroller and Auditor General of India for the period under review.

Comments on the observation of the Auditors’ / CAG are given as addendum to Director’s Report and are self-explanatory and/or suitably explained in various Notes on the Accounts.

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

In accordance with the provisions of Sec.134 (3)(m) of the Companies Act,2013 and the Companies (Accounts) Rule, 2014 the required information relating to conservation of energy, technology absorption and foreign exchange outgo is available at Annexure and forms an integral part of this report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Based on the work performed by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews performed by the Management and the Audit Committee, and subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Since the Company is Government company and it is following the General Financial Rules of Ministry of Finance, Government of India. Further the Company has some Rules of its own and in absence of any particular clarity; the Government of India prescribed Rules are being followed.

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

CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135 of the Companies Act, 2013 for Corporate Social Responsibility was not applicable on the company for the Financial Year 2017-18.

The company has constituted a CSR Committee of its Directors comprising of Dr. Sudhanshu Vrati, Dr. Mohd. Aslam and Sh. Roshan Lal.

PERSONNEL

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

CORPORATE GOVERNANCE

In terms of SEBI’s (Listing Obligation and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the year ended 31^st March 2017, supported by a certificate from the Practicing Company Secretary confirming compliance of conditions, forms part of this report.

SECRETARIAL AUDIT

In terms of Section 204(1) of the Companies Act, 2013, the Board has appointed M/s Agrawal Manish Kumar & Co., Practicing Company Secretary, as Secretarial Auditor for the conducting secretarial compliance audit for the financial year ended 31^st March 2017. Their Report has been annexed with this report and forms part of this Report.

COST AUDIT

Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained and the Audit Report has been filed at MCA for the year 2017-18.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Report are given in the annexure to this report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints received on sexual harassment.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the co-operation extended by Department of Biotechnology, the administrative department, various agencies of the Central Government,

Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and Whole hearted cooperation given by the employees of the Company working at various levels.

Place: Bulandshahr For and on behalf of Board of Director

Date: Managing Director

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Mar 31, 2016

The Directors have pleasure in presenting 27^th Annual Report together with Audited Statements of Accountants of the Company for the year ended March 31, 2016.

FINANCIAL RESULTS

During the year 2015-16 BIBCOL has turnover of Rs.12,803.33 lakhs as against the previous year turnover of Rs.14,622.07 lakhs. The Profit Before Tax is Rs. -895.84 lakhs (loss) for the year as compared to the previous year Profit Before Tax of Rs. 209.33 lakhs. The accumulated losses has been increased as to Rs. 807.45 lakhs as compared of previous year figure of Rs. 186.54 lakhs.

DIVIDEND

In view of loss during the year and accumulated losses, company has not been recommended any dividend for the current year.

FUTURE OUTLOOK

The company is working on different feasible scientific projects like Blood Products, Rubella Measles vaccine and licensing for Ready to use Therapheutic food for malnourished children, dispersible Iron -Folic Acid tablets for treatment of anemia and Mineral Vitamin Mix powder. Company is aiming for commercialization of these products in the near future.

FIXED DEPOSIT

The company has not accepted/ invited any Deposits from public pursuant to Section 73 of the Companies Act, 2013, till the end of the year under review.

DIRECTORS

The Board of the Company has variation in its composition during the year as follows:-

The charge of Managing Director entrusted to Sh. Chandra Prakash Goyal, after vacation of office of Managing Director Mrs. Veena Tamta Bhatia in December 2015, and Sh. Sreeshan Raghavan due to superannuation in August 2015. The office of Dr. Rakesh Kumar as Member of the Board vacated due to vacation of his parent post.

LISTING OF SECURITIES

The shares of the company are listed with Bombay, Delhi and U.P. Stock Exchanges.

However the Delhi and U.P. Stock Exchanges are not functional. The company has paid annual listing fee to Bombay Stock Exchange for the year 2016-2017.

AUDITOR’S REPORT

M/s. Hari & Associates, Chartered Accountants have been appointed as Statutory Auditors of the Company by Comptroller and Auditor General of India for the period under review.

Comments on the observation of the Auditors'' / CAG are given as addendum to Director’s Report and are self-explanatory and/or suitably explained in various Notes on the Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OU I''GQ-

In accordance with the provisions of Sec.134 (3)(m) of the Companies Act,2013 and the Companies (Accounts) Rule, 2014 the required information relating to conservation of energy, technology absorption and foreign exchange outgo is available at Annexure and forms an integral part of this report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the Internal Auditors and Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Since the Company is Government company and it is following the General Financial Rules of Ministry of Finance, Government of India. Further the Company has some Rules of its own and in absence of any particular clarity; the Government of India prescribed Rules are being followed.

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

The Company’s Internal Auditor has conducted periodic audit to provide reasonable assurance that the Company’s established policies and procedures have been followed. The Audit Committee constituted by the board reviews the internal control and financial reporting issues with the Internal Auditor.

CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135 of the Companies Act, 2013 for Corporate Social Responsibility was not applicable on the company for the Financial Year 2015-16.

PERSONNEL

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

CORPORATE GOVERNANCE

In terms of Listing Agreement/SEBI’s (Listing Obligation and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the year ended 31^st March 2016, supported by a certificate from the Practicing Company Secretary confirming compliance of conditions, forms part of this report.

SECRETARIAL AUDIT

In terms of Section 204(1) of the Companies Act, 2013, the Board has appointed M/s Agrawal Manish Kumar & Co., Practicing Company Secretary, as Secretarial Auditor for the conducting secretarial compliance audit for the financial year ended 31^st March 2016. Their Report has been annexed with this report and forms part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Report are given in the annexure to this report.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the co-operation extended by Department of Biotechnology, the administrative department, various agencies of the Central Government, Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and Whole hearted cooperation given by the employees of the Company working at various levels.

Place: Bulandshahr For and on behalf of Board of Director

Date: 29.09.2016

Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 25 th Annual Report together with Audited Statements of Accountants of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

During the year 2013-14 BIBCOL has recorded highest ever turnover of Rs. 20275.35 lacs as against the previous year turnover of Rs. 17279.78 lacs. The increase in turnover of 17.33% from previous year. The increase in Profit before tax is of 60% which is of Rs. 1100.97 lacs for the year as against off previous year PBT of Rs. 687.33 lacs. The accumulated losses has been reduced upto Rs. 341.13 lacs as against of previous year figure of Rs. 981.78 lacs.

DIVIDEND

Since there is still accumulated loss of Rs. 341.13 lacs, it has not been recommended any dividend for the current year. No dividend was declared on want of surplus income.

FUTURE OUTLOOK

BIBCOL Board has been reconstituted with wide experienced scientific experts having Chairmanship of Prof. M. K. Bhan the renowned entity in Scientific field. Now company has started working on different scientific projects like Zinc Syrup, Ready to use Therapheutic food for malnourished children, dispersible Iron -Folic Acid tablets for treatment of anemia, Mineral Vitamin Mix powder and high energy food for severely malnourished children. Company is expecting commercialization of these products in the near future.

FIXED DEPOSIT

Your company has not accepted/ invited any Deposits from public pursuant to Section 58A of the Companies Act, 1956/ Section 73 of the Companies Act, 2013, till the end of the year under review.

DIRECTORS

The Board of the Company has been reconstituted as follows:-

Prof. M. K. Bhan has assumed the Chairmanship of the Company, and Managing Director Sh. Sreeshan Raghavan, Ms. Anuradha Mitra, Dr. Rajesh Kapur, Dr. B. L. Jailkhani, Dr. N. K. Ganguly, Dr. Y. K. Gupta, Dr. Rakesh Kumar and Sh. K. Sreenivasulu as Member of the Board.

LISTING OF SECURITIES

The shares of the company are listed with below mentioned Stock Exchanges:

(a) The Bombay Stock Exchange, Mumbai

(bjThe U. P. Stock Exchange Association Limited, Kanpur.

(c) The Delhi Stock Exchange Limited, New Delhi.

The company has paid annual listing fee to the above Stock Exchanges for the year 2013-2014.

AUDITOR''S REPORT

M/s. Reshma & Co., Chartered Accountants have been appointed as Statutory Auditors of the Company by Comptroller and Auditor General of India for the period under review.

Comments on the observation of the Auditors'' / CAG are given as addendum to Director''s Report and are self-explanatory and/or suitably explained in various Notes on the Accounts.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

In accordance with the provisions of Sec.134 (3)(m) of the Companies Act,2013 and the Companies (Accounts) Rule, 2014 the required information relating to conservation of energy, technology absorption and foreign exchange outgo is available at Annexure and forms an integral part of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the Internal Auditors and Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

1) that in the preparation of the Annual Account for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there has been no material departure.

2) that the Directors have selected such Accounting Policies and applied them consistently and made judgment 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 of the profits of the Company for the year under review.

3) 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.

4) that the Directors have prepared the Annual Accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the board reviews the internal control and financial reporting issues with the Internal Auditors.

PARTICULARS OF EMPLOYEES

There has been no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

PERSONNEL

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, (a)Report of the Directors on the Practice prevalent on Corporate Governance in the company and (b) Practicing company secretary''s Certificate on Compliance of mandatory requirements of Corporate Governance a re given in the annexure to this report.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, banks and all business Associates during the year under review. The board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and Whole hearted cooperation given by the employees of the Company working at various levels.

Place: Bulandshahr For and on behalf of Board of Director Date: 27.11.2014 Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting 24th Annual Report together with Audited Statements of Accountants of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

During the year 2012-13 BIBCOL has recorded highest ever turnover of Rs. 17279.78 lacs an increase of about 273% from previous year. Profit before tax also increased to 15% to Rs. 687.33 lacs.

DIVIDEND

In view of carry forward losses your Directors have not recommended any dividend for the current year.

FUTURE OUTLOOK

BIBCOL has been working on development of dispersible Iron -Folic Acid tablets for treatment of anemia, Mineral Vitamin Mix powder and high energy food for severely malnourished children. Company is expecting commercialization of these products in the coming year.

FIXED DEPOSIT

Your company has not accepted/ invited any Deposits from public pursuant to Section 58A of the Companies Act, 1956 till the end of the year under review.

DIRECTORS

There is no variation in the composition of Board of Directors during the year 2012-13

LISTING OF SECURITIES

The shares of the company are listed with below mentioned Stock Exchanges:

(a) The Bombay Stock Exchange, Mumbai

(b) The U. P. Stock Exchange Association Limited, Kanpur.

(c) The Delhi Stock Exchange Limited, New Delhi.

The company has paid annual listing fee to the above Stock Exchanges for the year 2012-2013.

AUDITOR''S REPORT

M/s. Rasool Singhal & Associates, Chartered Accountants have been appointed as Statutory Auditors of the Company by Comptroller and Auditor General of India for the period under review. Comments on the observation of the Auditors'' / CAG are given as addendum to Director''s Report and are self-explanatory and/or suitably explained in various Notes on the Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND F OREIGN EXCHANGE EARNINGS AND OUTGO.

In accordance with the provisions of Sec. 217 (i) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the required information relating to conservation of energy, technology absorption and foreign exchange outgo is available at Annexure and forms an integral part of this report.

PERSONNEL AND INDUSTRIAL RELATIONS:

Industrial and personal relations were more or less satisfactorily at all levels during the year.

PARTICULARS OF THE EMPLOYEES:

None of the employees is drawing remuneration beyond the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read wth Companies (Particular of Employees) Rules, 1975 as amended.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed

2. That the accounting policies selected and applied are consistent and the judgments and estimate made are reasonable and prudent so as to give 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. That proper and sufficient care has been taken 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.

4. That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, (a) Report of the Directors on the Practice prevalent on Corporate Governance in the company and (b) Practicing company secretary''s Certificate on Compliance of mandatory requirements of Corporate Governance are given in the annexure to this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the Company''s Principal, Investors, bankers and all business associates for their unstinted support and valuable guidance and record devoted services rendered by all categories of employees during the year.

Place: Bulandshahr For and on behalf of Board of Director

Date: 03.09.2013 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting 21st Annual Report together with Audited Statements of Accountants of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

The turnover of the company during the year was of Rs. 2.84 crores. The other income was of Rs.0.52 crore. The other income includes the interest on short term deposits with scheduled banks and Sale of waste materials etc. There was expenditure of Rs. 7.08 crores against the total income of Rs. 3.36 crores during the year resulting into net loss of Rs. 3.57 crores as-compared to the previous year loss of Rs. 3.62 Crores.

DIVIDEND

In view of carry forward losses and loss incurred during the current financial year your Directors have not recommended any dividend for the current year

FUTURE OUTLOOK

For increasing market share of Zinc dispersible tablets for diarrhea management, company has appointed marketing agent for Government and Institutional supply, and is expecting increase in sales volume. Company has planned for adding more products in its portfolio like Mineral Vitamin mix powder for severely malnourished children, diarrhea management kit (Zinc tablet + ORS) for management of diarrhea among young children.

FIXED DEPOSIT

Your company has not accepted/ invited any Deposits from public pursuant to Section 58A of the Companies Act, 1956 till the end of the year under review.

DIRECTORS

There is.variation in the composition of Board of Directors during the year as Prof. V S Chauhan, Chairman (Part - time) term completed on 22.05.2009. Dr. Satish Gupta was appointed as Chairman (Part - time) w.e.f. 22.05.2009.

2. Sh. S. Subbiah, IAS, relieved from his duties as Managing Director for repatriation to his parent cadre and the additional charge of the post of Managing Director was entrusted to Dr. Rajesh Kapur, Advisor, Department of Biotechnology, Ministry of Science and Technology, w.e.f. 8.02.2010.

3. The office tenure of Sh. N. S. Samant, Director, completed on 11.01.2010.

4. Sh. K. P. Pandian, Director, retired on 31.01.2010

5. The office tenure of Dr. Navin Khanna, Director, completed on 9.03.2010

LISTING OF SECURITIES

The shares of the company are listed with below mentioned Stock Exchanges:

(a) The Bombay Stock Exchange, Mumbai

(b) The U. P. Stock Exchange Association Limited, Kanpur.

(c) The Delhi Stock Exchange Limited, New Delhi.

The company has paid annual listing fee to the above Stock Exchanges for the year 2009-2010.

AU DITORS REPORT

M/s. Rasool Singhal & Associates, Chartered Accountants have been appointed as Statutory Auditors of the Company by Comptroller and Auditor General of India for the period under review.

Comments on the observation of the Auditors / CAG are given as addendum to Directors Report and are self-explanatory and/or suitably explained in various Notes on the Accounts.

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

In accordance with the provisions of Sec. 217 (i) (e) of the Companies Act, 1956 and the Companies (Disclosure Of particulars in the report of Board of Directors) Rules, 1988 the required information relating to conservation of energy, technology absorption and foreign exchange outgo is available at Annexure and forms an integralpart of this, report.

PERSONNEL AND INDUSTRIAL RELATIONS:

Industrial and personal relations were more or less satisfactorily at all levels during the year.

PARTICULARS OF THE EMPLOYEES:

JNone^of-the employees 4s-drawing remuneration beyond the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEM ENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors state:

1. That in.the preparation of the annual accounts, the applicable accounting standards have been followed

2. That the accounting policies selected and applied are consistent and the judgments and estimate made are reasonable and prudent so as to give 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. That proper and sufficient care has been taken 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.

4. That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE ,

Pursuant to Clause 49 of the Listing Agreement, (a) Report of the Directors on the Practice prevalent on Corporate Governance in the company and (b) Practicing company secretarys Certificate on Compliance of mandatory requirements of Corporate Governance are given in the annexure to tnis report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the Companys Principal, Investors, bankers and all business associates for their unstinted support and valuable guidance and record devoted services rendered by all categories of employees during the year.

Place: Bulandshahr For and on behalf of Board of Director ,

Date: 30.07.2010 Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting 20th Annual Report together with Audited Statements of Accountants of the Company for the year ended March 31, 2009.

FINANCIAL RESULTS

The turnover of the company during the year was of Rs. 7.10 crores. The other income was of Rs.0.82 crore. The other income includes the interest on short term deposits with scheduled banks and Sale of Waste materials etc. There was expenditure of Rs. 11.75 crores against the total income of Rs. 7.93 crores during the year resulting into net loss of Rs. 3.82 crores, for the previous year the loss was Rs. 5.91 Crores. Accordingly the loss has come down by Rs. 2.09 crore.

DIVIDEND

In view of carry forward losses and loss incurred during the current financial year your Directors have not recommended any dividend for the current year

FUTURE OUTLOOK

The Licensing formalities for Zinc dispersible tablet have been completed during the year. Company has begun trial production of zinc dispersible tablet. It is aiming for due market share of dispersible zinc tablet including that of NRHM of state governments.

FIXED DEPOSIT

Your company has not accepted/ invited any Deposits from public pursuant to Section 58 A of the Companies Act, 1956 till the end of the year under review.

DIRECTORS

There is variation in the composite of Board of Directors during the year as Prof. V S Chauhan, Chairman (Part - time) office expired on 22.05.2009. Dr. Satish Gupta was appointed Chairman (Part - time) w.e.f. 22.05.2009.

LISTING OF SECURITIES

The shares of the company are listed with below mentioned Stock Exchanges:

(a) The Bombay Stock Exchange, Mumbai

(b) The U. P. Stock Exchange Association Limited, Kanpur,

(c) The Delhi Stock Exchange Limited, New Delhi.

The company has paid annual listing fee to the above Stock Exchanges for the year 2009-2010.

AUDITORS REPORT

M/s. (Gianender & Associates, Chartered Accountants have been appointed as Statutory Auditors of the Company by Comptroller and Auditor General of India for the period under review.

Comments on the observation of the Auditors / CAG are given as addendum to Directors Report and are self-explanatory and/or suitably explained in various Notes on the Accounts.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

In accordance with the provisions of Sec. 217 (i) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the required information relating to conservation of energy, technology absorption and foreign exchange outgo is available at Annexure and forms an integral part of this report.

PERSONNEL AND INDUSTRIAL RELATIONS:

Industrial and personal relations were more or less satisfactorily at all levels during the year.

PARTICULARS OF THE EMPLOYEES:

None of the employees is drawing remuneration beyond the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed

2. That the accounting policies selected and applied are consistent and the judgments and estimate made are reasonable and prudent so as to give true and fair viewof 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. That proper and sufficient care has been taken 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.

4. That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, (a) Report of the Directors on the Practice prevalent on Corporate Governance in the company and (b) Practicing company secretarys Certificate on Compliance of mandatory requirements of Corporate Governance are given in the annexure to this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the Companys Principal, Investors, bankers and all business associates for their unstinted support and valuable guidance and record devoted services rendered by all categories of employees during the year.

For and behalf of Board of Directors

(S.SUBBIAH) Managing Director

Place: Bulandshahr. Date : 02.12.2009