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Directors Report of Chemo Pharma Laboratories Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Seventy Third Annual Report together with the Aaudited Financial Statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS

1. OVERVIEW

The financial statements have been prepared provisions of Section 129 and Schedule III of Companies Act, 2013 and in accordance with the Accounting Principles generally accepted in India including the Accounting Standards specified under Section 133 of the said Act read with Rule 7 of the Companies (Accounts) Rules, 2014. Our management accepts responsibility or the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

2. FINANCIAL RESULTS

Particulars 31/03/2015 31/03/2014

(Rs.) (Rs.)

Income

- Other Income 50,44,016 43,87,594

Profit before Tax and Depreciation 38,39,054 30,62,687

Less: Depreciation - 45,873

Profit after Depreciation but before Tax 38,39,054 30,16,814

Less: Tax Expenses 10,40,000 6,05,000

Profit after Tax 27,99,054 24,11,814

Earning Per Share (Nominal Value of Share 1.84 1.61 Rs. 10/-) Basic & Diluted

3. DIVIDEND

Due to inadequacy of profit, the Directors of the Compnies did not recommend any dividend.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.1.5 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS

Since the Company had discontinued its manufacturing operations few years back, the Directors are exploring new business opportunities.

6. OUTLOOK, OPPORTUNITIES AND THREATS

At present the Company is not carrying any manufacturing operation and hence surplus funds have been deployed in a manner that same can be liquidated at any time to meet Capital requirement of the new business.

7. RISK AND CONCERN

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of the Companies Act, 2013. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk policy defines the risk management approach which helps in

identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The detailed risk management policy has been hosted on the website of the Company. There are no perceived risks in the present activity.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni & Associates as Internal Auditor of the Company. The Company has an Internal Control System which commensurate with the size, scale and skill of its operations. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy which has also been hosted on Company's Website.

9. DIRECTORS

Smt. Shanta Somani (DIN No. - 06974887) was appointed as an Additional Director w.e.f. 26th September, 2014 in the Board Meeting held on 26th September, 2014. She holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing his appointment as the Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors adopted Code of Conduct of Independent Director in its Meeting dated 26/09/2014, for fulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly Minority Shareholders, regulators of the Company.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Smt. Shanta Somani as Chief Executive Officer (CEO) of the Company w.e.f. 26/09/2014 and also appointed Shri. Ashok Somani as Chief Financial Officer (CFO) of the Company w.e.f. 26/09/2014.

Shri. Ashok Somani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri. Ashok Joshi has ceased to be a Director of the Company w.e.f. 01st September, 2014 which has been taken on record in the Board Meeting held on 26th September, 2014.

10. COMPOSITION OF BOARD OF DIRECTORS

The Company's Board comprised of Four Directors - One is Promoter Executive Director, One is Non-Executive Director and two are Non-Executive Independent Directors. The Chairman of the Board is Executive Promoter Director. The number of Non-Executive Independent Directors is 50% of the total strength of the Board.

During the year, Five (05) Board Meetings were held on 23/05/2014, 15/07/2014, 26/09/2014, 20/01/2015 and 16/03/2015. The attendance of the Directors in the Board Meetings and last Annual General Meeting is given here below.

Name Category No. of Whether and Board attended Designation Meetings last AGM attended during the year 2014-2015

Shri. Ashok Joshi ED 3 Yes (resigned w.e.f. 26/09/2014)

Shri. G. K. Joshi ID 5 Yes

Shri. Ashok Somani ED 5 Yes

Shri. Balkishan Lohia ID 5 Yes

Shri. Shanta Somani ED 3 No (Appointed w.e.f 26/09/2014)

Name No. of No. of No. of Directorship Membership Chairmanship in other of of Committees Limited Committees other than the Companies other than Company the Company

Shri. Ashok Joshi Nil 2 Nil (resigned w.e.f. 26/09/2014)

Shri. G. K. Joshi 4 4 4

Shri. Ashok Somani 2 2 Nil

Shri. Balkishan Lohia 5 Nil Nil

Shri. Shanta Somani Nil Nil Nil (Appointed w.e.f 26/09/2014)

ED - Executive Director ID - Independent Director NED - Non - Executive Director

12. BOARD COMMITTEES

The Board has constituted the following Committees of Directors:

(a) AUDIT COMMITTEE:

The constitution of Audit Committee meets with the requirements of Section 178 of the Companies Act, 2013.

i. Terms of Reference

The terms of reference specified by the Board to the Audit Committee are as contained under Section 177 of the Companies Act, 2013 read with the Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014. They are as follows -

1. Review the scope of the Statutory Auditors, the annual audit plan and the Internal Audit Plan with a view to ensure adequate coverage.

2. Review the significant audit findings from the statutory and internal audits carried out on the recommendations and Management's response thereto.

3. Review and recommend to the Board, the appointment/re-appointment of the Statutory Auditors and Internal Auditors considering their independence and effectiveness and their replacement and removal.

4. Approve such additional services to be rendered by the Statutory Auditors except those enumerated in Section 144 of the Companies Act, 2013 and payment for such services.

5. To recommend to the Board the remuneration of the Statutory Auditors/Internal Auditors.

6. To discuss with the Statutory Auditors/Internal Auditors any significant difficulties encountered during the course of the Audit.

7. Review Annual Audit Report submitted by the Internal Auditor.

ii. Composition

The Audit Committee was reconstituted by resignation of Shri. Ashok Joshi and appointment of Shri. Ashok Somani as Member of the Audit Committee in place of Shri. Ashok Joshi, Member of the Audit Committee who has ceased as Director of the Company w.e.f. 26th September, 2014, which has been taken on record by the Board in the Board Meeting held on 26th September, 2014. The reconstituted Audit Committee comprises of the following Members:

1. Shri. G. K. Joshi Chairman

2. Shri. Balkishan Lohia Member

3. Shri. Ashok Somani Member

The Audit Committee met four (4) times i.e. on 23/05/2014, 15/07/2014, 21/10/2014, and 20/01/2015. The attendances of members are as follows:

Name Category Meetings during the year 2014-2015

Held Attended

Shri. G. K. Joshi Chairman 4 4

Shri. Balkishan Lohia Member 4 4

Shri. Ashok Somani Member 2 2

Shri. Ashok Joshi Member 2 2 (resignation from 26th September, 2014)

(b) SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

i. Terms of Reference:

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrants issued / to be issued by the Company.

b) To exercise all powers conferred on the Board of Directors under Article 43 of the Article of Association.

c) To decide all questions and matters that may arise in regard to transmission of shares / debentures / warrants issued / to be issued by the Company.

d) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those reported lost.

e) To refer to the Board and any proposal of refusal of registration of transfer of shares / debentures / warrants for their consideration.

f) To look into Shareholders and Investors Complaints like transfer of shares, non- receipt of annual reports, non-receipt of declared dividends etc.

g) To delegate all or any of its powers of Officers/ Authorized Signatories of the Company.

h) To issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities.

i) To issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

j) To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto.

k) To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non receipt of annual reports, notices, non receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken.

ii. Composition:

There was change in nomenclature of Share Transfer and Shareholders/Investors Grievance Committee to Share Transfer and Stakeholders Relationship Committee as per Section 178 (5) of the Companies Act, 2013 in the Board Meeting held on 23rd May, 2014. The Share Transfer and Stakeholders Relationship Committee was reconstituted by resignation of Shri. Ashok Joshi and appointment of Shri. Ashok Somani as Member of the Share Transfer and Stakeholders Relationship Committee in place of Shri. Ashok Joshi, Member of the Audit Committee who has ceased as Director of the Company w.e.f. 26th September, 2014, which has been taken on record by the Board in the Board Meeting held on 21st October, 2014. The reconstituted Share Transfer and Stakeholders Relationship Committee comprises of the following Members : -

1. Shri. G. K. Joshi Chairman

2. Shri. Balkishan Lohia Member

3. Shri. Ashok Somani Member

The Constitution and Terms of Reference of the Share Transfer and Stakeholders Relationship Committee is in agreement with the guideline prescribed under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Section 178 (5) of the Companies Act, 2013.

The Committee (i) approves and monitors transfers, transmission, splitting and consolidation of securities and issue of duplicate certificates by the Company; (ii) looks into various issues relating to shareholders, including the redressal of Shareholders' and investors' complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc; and (iii) carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading adoption in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading adopted in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

The Committee met Four (4) times i.e. on, 23/05/2014, 15/07/2014, 21/10/2014, and 20/01/2015.

The attendances of members are as follows:

Name Category Meetings during the year 2014-15 Held Attended

Shri. G. K. Joshi Chairman 4 4

Shri. Balkishan Lohia Member 4 4

Shri. Ashok Somani Member 2 2 (Appointed w.e.f. 26th November, 2013)

Shri. Ashok Joshi (resignation Member 2 2 w.e.f 26th September, 2014)

(c) NOMINATION AND REMUNERATION COMMITTEE:

i. Terms of Reference

As per Section 178 of the Companies Act, 2013, every Listed Company is required to constitute a Nomination and Remuneration Committee consisting of three or more Non-Executive Directors out of which not less than one-half shall be Independent Directors. The Company has constituted the Remuneration Committee from 01/04/2014, which is now required to be renamed as 'Nomination and Remuneration Committee'. The Nomination and Remuneration Committee identifies persons who are qualified to become Directors, recommends to the Board their appointment and removal and also carries out evaluation of every Directors performance. The Nomination and Remuneration Committee also formulates the criteria for determining qualifications, positive attributes and Independence of Directors and recommends to the Board, a policy relating to the Remuneration for Directors, Key Managerial Personnel and other Employees. The Roles and functions of this Committee are as follows -

a) Succession planning of the Board of Directors and Senior Management Employees;

b) Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

c) Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

d) Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

e) Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

ii. Composition

The following Directors are members of Nomination and Remuneration Committee -

1. Shri. Ashok Somani Chairman

2. Shri. Balkishan Lohia Member

3. Shri. G. K. Joshi Member

Name Category Meetings During the year 2014-15

Held Attended

Shri. G. K. Joshi Chairman 2 2

Shri. Balkishan Lohia Member 2 2

Shri. Ashok Somani Member 2 1

(Appointed w.e.f. 26th November, 2013)

Shri. Ashok Joshi Member 2 1 (resignation w.e.f 26th September, 2014)

(d) INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on 11th March, 2015, inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

(e) PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

(f) Detail of Complaints:

No. of Shareholder's Complaints received during the : 1 year No. of Complaints resolved to the satisfaction of : 1 shareholders

No. of pending share transfer : Nil

13. General Body Meetings:

(a) Location and time where last three Annual General Meetings were held:

Annual General Meetings

Financial Date Time Location Year

2013-2014 28/08/2014 04:00 P.M. At Regd. Office, Kumud Apt., Kalyan

2012-2013 30/08/2013 05:00 P.M. At Regd. Office, Kumud Apt., Kalyan

2011-2012 30/08/2012 04:00 P.M. At Regd. Office, Kumud Apt., Kalyan

(b) Whether Special Resolution were put through postal : No ballot last year

(c) Are votes proposed to be conducted through postal : No ballot this year

14. OTHER DISCLOSURES

a. Subsidiary Companies

The Company has no Subsidiary Companies.

b. Disclosure of Accounting Treatment

In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable. The Financial Statements have been prepared on their historical cost convention and in accordance with the normally the normally accepted accounting principles on accrual basis.

15. REMUNERATION POLICY

Pursuant to Section 178 of Companies Act, 2013, 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 and it has been hosted on the Company's Website.

16. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board Meetings, four Share Transfer and Stakeholders Relationship Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings and Four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The attendance of Meetings are enumerated in the table below -

Board Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of the Board of the Directors Meeting was held Board Present

1 23-05-2014 4 4

2 15-07-2014 4 4

3 26-09-2014 4 4

4 21-10-2014 4 4

5 20-01-2015 4 4

6 16-03-2015 4 3

Share Transfer And Stakeholders Relationship Committee Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of Members the Committee of the Present Meeting was held Committee

1 23-05-2014 3 3

2 15-07-2014 3 3

3 21-10-2014 3 3

4 20-01-2015 3 3

Audit Committee Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of Members the Committee of the Present Meeting was held Committee

1 23-05-2014 3 3

2 15-07-2014 3 3

3 21-10-2014 3 3

4 20-01-2015 3 3

Nomination And Remuneration Committee Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of Members the Committee of the Present Meeting was held Committee

1 16-09-2014 3 3

2 10-03-2015 3 3

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, We, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2014-2015 that:

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

b) The Directors have 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 of the Company for that period;

c) The Directors have 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 have prepared the Annual Accounts on a going concern basis;

e) The Directors have ensured that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

18. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

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

19. RELATED PARTY TRANSACTIONS

There was no Related Party Transaction pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014. The policy on Related Party Transaction approved by the Board has been hosted on the Company's Website.

20. PUBLIC DEPOSIT

The Company has not accepted any Public Deposit as per Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014 as on 31/03/2015.

21. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company .This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all Shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 in this regard.

22. STATUTORY AUDITORS

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventy Third Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

The Company's Auditors, M/s. Batliboi & Purohit, Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company, are appointed until conclusion of next Annual General Meeting (AGM). They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there-under for reappointment as Auditors of the Company.

23. AUDITOR'S REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company except in respect of disputed demands towards Central Sales Tax, Maharashtra Sales Tax and Income Tax. The explanation given on such disputed demands in the note number, 15, 16 and 17 is self explanatory and hence no further comments are required in respect thereof.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. S. K. Jain & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

25. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Sarda Soni Associates, Practicing Chartered Accountants, to undertake the Internal Audit of the Company.

26. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are among its most important stakeholders. Accordingly, our Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

27. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

28. BUSINESS RESPONSIBILITY REPORTING

As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms an integral part of this Report.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

30. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, Members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

31. CORPORATE GOVERNANCE

As per Circular Number CIR/CFD/POLICYCELL/7/2014 dated 15/09/2014 issued by Securities Exchange Board of India (SEBI), the Company is not required to comply with Clause 49 of the Listing Agreement as its Paid-up Capital is less then Rs. 10 Crore and its Net worth as on 31/03/2014 is also less than Rs. 25 Crore.

32. REVISED CODE OF CONDUCT

The Board has adopted Revised Code of Conduct for all the Board Members and Senior Management of the Company in its Board Meeting held on 26/09/2014, a copy of which is published on the website of the Company.

33. PROHIBITION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of insider trading as per the amended SEBI (Prohibition of Insider Trading) Regulations 1992. The code is applicable to all Directors and such employees of the Company who have access to unpublished price sensitive information relating to the Company. Transaction for dealing in the prescribed volume of the security of the Company during the prescribed time requires prior approval from the Company.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board in its Meeting dated 26/09/2014, adopted Vigil Mechanism/ Whistle Blower Policy pursuant to the requirement of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 for Directors and Employees to report their genuine concerns and also provide adequate safeguards against victimization of persons who use such mechanism, details of which is published on the website of the Company.

35. CODE OF CONDUCT OF INDEPENDENT DIRECTOR

As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors adopted Code of Conduct of Independent Director in its meeting dated 26/09/2014, for fulfillment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly minority shareholders, regulators of the Company.

36. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its Board meeting dated 26/09/2014 adopted Internal Financial Control Policy pursuant to Section 134 (5) of the Companies Act, 2013 for ensuring the orderly and efficient conduct of the business, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting Records and timely preparation of reliable financial information. The Details of this policy are published on the Website of the Company.

37. PERFORMANCE EVALUATION POLICY

As per the Listing Agreement entered into with the Company, Every Listed Company needs to adopt Performance Evaluation Policy for Annual Evaluation of the Board of Directors and of its own performance (self-appraisals) and that of its committees and Individual Directors as mentioned under the clause (p) of sub-section (3) of Section 134 of the Companies Act, 2013. The Company adopted it in its meeting dated 26/09/2014, the details of this Policy is published on the Website of the Company.

38. MEANS OF COMMUNICATION:

1. Quarterly Results:

The Company has submitted Un-audited Quarterly Result to the Bombay Stock Exchange.

2. Newspapers wherein normally published: The Asian Age & Tarun Bharat, Mumbai

3. Whether Management Discussion & Analysis Report is a part of Annual Report: Yes

37 GENERAL SHAREHOLDER INFORMATION

(a) AGM DATE, TIME AND VENUE: Annual General Meeting will be held on Friday, 28th August,2015, at 04:00 P.M. at

5- Kumud Apartment, Co. Op. Hsg. Soc. Ltd., Karnik Road, Chikan Ghar, Kalyan, Dist. Thane - 421301 (Maharashtra).

(b) FINANCIAL CALENDAR FOR 2014-2015 Tentative Schedule

Unaudited Results for quarter ending upto 14th August, 2015 June 30, 2015

Unaudited Results for quarter ending upto 14th November, 2015 September 30, 2015

Unaudited Results for quarter ending upto 15th February, 2016 December 31,2015

Unaudited Results for year ending upto 16th May, 2016 March 31, 2016

Audited Annual Accounts for the year upto 30th May, 2016 ending March 31, 2016

(c) Date of Book Closure: Share Transfer Register will be closed from 17th August, 2015 to 28th August, 2015 (both days inclusive).

(d) Dividend payment date: Not Applicable

(e) Company's Shares are listed in Bombay Stock Exchange.

(f) Stock code: 506365

(h) REGISTRAR AND SHARE TRANSFER AGENTS

M/s. Sharex Dynamic (India) Pvt. Ltd.

Unit - 1, Luthra Industrial Premises,

Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072

Email id - sharexindia@vsnl.com

(i) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED:

Shares transfers in physical form are registered and returned within a period of 15-20 days from the date of receipt, in case documents are completed in all respects. The Share Transfer & Stakeholders Relationship Committee meets periodically. The total numbers of shares transferred during the financial year under review were as below:

(n) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company Secretary. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(o) REDRESSAL OF SHAREHOLDERS GRIEVANCE

The Shareholders of the Company can send their complaints/grievances to either the address of Registered Office as mentioned above or to the Registrar and Share Transfer Agents or to the Corporate Office of the Company which is following :

CHEMO PHARMA LABORATORIES LIMITED

3rd Floor, Empire House, 214, Dr. D. N. Road, Mumbai - 400 001.

You can also post your query to our Email Address i.e chemopharmalab@gmail.com

38. NON-MANDATORY REQUIREMENT

1. Office of the Chairman of the Board:

The Company does not defray the secretarial expenses of the Chairman's office.

2. Shareholder Rights-furnishing of half yearly results:

The Company's Quarterly results are published in newspapers and are not, therefore, sent to the shareholders.

39. POSTAL BALLOT

The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the shareholders by such process in terms of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

Adoption of other non-mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.

40. ANNUAL LISTING FEES

The Company has paid Rs. 1,25,842/- as Listing Fees for the period 01/04/2014 - 31/03/2015.

41. DISCLAIMER

The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached thereto, the Auditor's and Boards' Report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under. Accordingly, whilst the financial statements and the Auditor's Report as aforesaid are prepared as per the requirements of the Companies Act, 1956, the Company, as per its commitment to transparency and good governance, has to the extent possible provided the information in the Board's Report and the Corporate Governance Report as per the Companies Act, 2013.

42. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward-looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their dates.

ON BEHALF OF THE BOARD

Sd/- ASHOK SOMANI Place: Mumbai DIRECTOR Date: 28th May, 2015 (DIN NO. -03063364)




Mar 31, 2014

The Members

The Directors present herewith the SEVENTY TWO ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Company earned a Other Income of Rs. 43,87,594/ as against Rs. 26,98,408/- in the previous year 2012-13. The Profit after taxation was Rs.24,11,814 /- as against Rs. 14,32,354/- in the previous year 2012-13.The Earning Per Share (E.P.S.) has also increased to 1.91 as against 0.95 in the previous share 2012-13.

OPERATIONS

There was no Manufacturing activity during the Year. The Company''s main activities are Finance and Investments.

PUBLIC DEPOSIT

As on 31 * March, 2014 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

None of the Employees of the Companies are in receipt of Remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREING EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTORS RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2013-14 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along With proper explanation relating to material departures;

b) The Directors have 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 of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventy Two Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR''S REPORT:

The statutory auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company except in respect of disputed demands towards Central Sales Tax, Maharashtra Sales Tax and Income Tax. The explanation given on such disputed demands In the note number, 15, 16, 17 is self explanatory and hence no further comments are required in respect thereof.

DIRECTORS:

Shri Ashok Somani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri N.K. Pareek has ceased to be a Director df the Company w.e.f. 26th November, 2013 which has been taken on record ip the Board Meeting held on 9th December, 2013.

Shri Ashok Joshi was appointed as an Additional Director w.e.f. 26th November, 2013 in the Board Meeting held on 9th December, 2013. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing his appointment as the Director.

CORPORATE GOVERNANCE:

Report on Corporate Governance and a Certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL:

The Balance Sheet and Statement of Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT:

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

BY ORDER OF THE BOARD

Sd/- Place:Mumbai ASHOK SOMANI

Date : 23rd May, 2014 DIRECTOR


Mar 31, 2013

To, The Members

The Directors present herewith the SEVENTY ONE ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS:

The Company earned other Income of Rs2,698,408/-as against Rs. 10,669,113/-in the previous year 2011-12. The Profit after taxation was Rs. 1,432,354/- as against Rs. 8,480,378/- in the previous year 2011-12.

OPERATIONS:

There was no Manufacturing activity during the Year. The Company''s main activities are Share Trading and Other Investments

PUBLIC DEPOSIT:

As on 31 st March, 2013 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES:

None of the Employees of the Companies are in receipt of Remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ENERGY. TECHNOLOGY AND FOREING EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTORS RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year2012-13 that:

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

b) The Directors have 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 of the Company forthat period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventy One Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR''S REPORT:

The Board of Directors are making following clarification / explanation on the observations made by the Auditors in their Report on Notes Nos:-14,15 and 16 of the Notes to the Accounts :-

NoteNo:-14-There is no diminution in value of investments of Rs. 16,656,,076/- in the Equity Shares of Tecil Chemical & Hydro Power Limited (TECIL) as the market value of the land in possession of the said company is having substantial value and based on its current market value, the fair value of Equity Shares of TECIL will be far in excess of the cost of acquisition of the investment made by the Company.

Note No :-15- As the inter corporate deposit of Rs 1,42,00,000/- given to Ellora Mercantile Private Limited is recoverable, no provision was required to be made.

Note No ;-16- In the opinion of the Board of directors, there are fair chances that the appeals filed by the Company before I.T.A.T the penalty of Rs.60,47,659/- for the Assessment Year 2003-2004 will be decided in favour of the Company. Hence, no provision has been made.

DIRECTOR:

Shri Nandkumar Pareek, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri Ram ManoharKhandelwal has been ceased to be a Director of the Company w.e.f. 28th June, 2012 due to his death which has been taken on record in the Board Meeting held on 18th October, 2012. The Board of Directors condole the untimely demise of Shri Ram Manohar Khandelwal and took on record the invaluable contributions made by Shri Ram Manohar Khandelwal towards the progress of the Company.

Shri Balkishan Lohia was appointed as the Additional Director w.e.f. 18th October, 2012 in the Board Meeting held on 18th October, 2012. He holds office upto the date of the ensuing Annual General Meeting. A Notice has'' been received in writing from the Members proposing his appointment as the Director.

Shri Ashok Somani was appointed as the Additional Director w.e.f. 14th January, 2013 in the Board Meeting held on 14th January, 2013. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

CORPORATE GOVERNANCE:

Report on Corporate Governance and a Certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL:

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT:

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters. BY ORDER OF THE BOARD

Sd/-

PLACE: MUMBAI ASHOK SOMANI

DATE : 23rd MAY, 2013 DIRECTOR


Mar 31, 2012

The Directors present herewith the SEVENTIETH ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31*March, 2012.

FINANCIAL RESULTS

The Company earned a Other Income of Rs 10,669,113/- as against Rs. 3,63,063/- in the previous year 2010-11. The Profit before and after taxation was Rs. 8,480,378/- as against Rs. 35,150/- in the previous year2010-11.

OPERATIONS

There was no Manufacturing activity during the Year. The Company's main activities are Share Trading and Other Investments

PUBLIC DEPOSIT

As on 31st March, 2012 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

None of the Employees of the Companies are in receipt of Remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREING EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTORS RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2011-12 that:

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

b) The Directors have 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 of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventieth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR'S REPORT:

The Board of Directors are making following clarification / explanation on the observations made by the Auditors in their Report on Notes Nos:-14,15, and 16 of the Notes to the Accounts :-

Note No:-14-There is no diminution in value of investments of Rs. 167,65,076/- in the Equity Shares of Tecil Chemical & Hydro Power Limited (TECIL) as the market value of the land in possession of the said company is having substantial value and based on its current market value, the fair value of Equity Shares of TECIL will be far in excess of the cost of acquisition of the investment made by the Company.

Note No:-15-As the inter corporate deposit of Rs 1,42,00,000/- given to Ellora Mercantile Private Limited is recoverable, no provision was required to be made.

Note No:-16-In the opinion of the Board of directors, there are fair chances that the appeals field by the Company before I.T.A.T the demand of Rs.31,77,291 /- and penalty of Rs.60,47,659/- for the Assessment Year 2003-2004 will be decided in favour of the company. Hence, no provision has been made.

DIRECTOR:

Shri G. K. Joshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

REVOCATION OF SUSPENSION IN TRADING OF SHARES WITH BOMBAY STOCK EXCHANGE:

The Board of Directors have pleasure in informing the Members that the Suspension in Trading of Shares of the Company was revoked w.e.f. 05/10/2011 vide BSE Notice No. 20110929-15 dated 29/09/2011.

CORPORATE GOVERNANCE:

Report on Corporate Governance and a Certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL:

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT:

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

BY ORDER OF THE BOARD

Sd/-

PLACE: MUMBAI M.S.VYAS

DATE : JUNE29.2012 DIRECTOR


Mar 31, 2011

The Members

The Directors present herewith the SIXTY-NINTH ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The Company earned an income of Rs. 3,63,063 as against Rs. 1,01,936 in the previous year 2009-10. The

Profit before and after taxation was Rs. 35,150 as against loss of Rs. 5,11,936 in the previous year 2009-10.

OPERATIONS

There was no Manufacturing activity during the Year. The Company's main activities are Share Trading and Other Investments

PUBLIC DEPOSIT

As on 31st March, 2011 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amendment are not required to be furnished as there were no employees receiving total emoluments of Rs. 24,00,000/- for the full year or Rs.2,00,000/- per month.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTOR`S RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2010-11 that:

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

b) The Directors have 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 of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Sixty Ninth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR'S REPORT:

With regard to the observations of the Auditors in their Audit Report, reference is invited to Notes 3, 4 and 5 of the Schedule 12 forming part of the Accounts which are self-explanatory.

DIRECTOR:

Shri R. M. Khandelwal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri. K. L. Mundra ceased to be a Director of the Company due to his death on 16th June, 2010.

CORPORATE GOVERNANCE:

Report on corporate governance and a certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

BY ORDER OF THE BOARD

Sd/- M. S. VYAS DIRECTOR

PLACE: MUMBAI Date: 13TH JUNE, 2011


Mar 31, 2010

The Directors present herewith the SIXTY-EIGHTH ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Company earned an income of Rs. 1.02 Lacs as against Rs. 4.12 Lacs in the previous year 2008-09. The Loss before and after taxation was Rs. 5.67 Lacs as against profit of Rs. 0.85 Lacs in the previous year 2008-09.

OPERATIONS

There was no Manufacturing activity during the Year. The Companys main activities are Share Trading and Other Investments

PUBLIC DEPOSIT

As on 31st March, 2010 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amendment are not required to be furnished as there were no employees receiving total emoluments of Rs. 24,00,000/- for the full year or Rs.2,00,000/- per month.

ENERGY, TECHNOLOGY AND FOREING EXCHANGE :

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given due to lock-out in the factory for the whole year.

DIRECTOR`S RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2009-10 that:

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

b) The Directors have 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 of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

AUDITORS :

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Sixty Eighth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITORS REPORT :

With regard to the observations of the Auditors in their Audit Report, reference is invited to Notes 3,4 and 5 of the Schedule 15 forming part of the Accounts which are self-explanatory.

DIRECTOR :

Shri G. K Joshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri. K. P Patil, ceased to be a Director of the Company due to his death on 08th October, 2009

Shri S.B. Somani ceased to be a Director of company with effect from 22nd June, 2009 due to his resignation.

CORPORATE GOVERNANCE:

Report on corporate governance and a certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

ON BEHALF OF THE BOARD

Sd/-

PLACE: MUMBAI M. S. VYAS

DATE: 30TH JUNE, 2010 DIRECTOR



 
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