Directors Report of Godavari Drugs Ltd.

Mar 31, 2015

The Members,

The directors have pleasure in presenting their Twenty Seventh Annual Report on the business and opera- tions of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Highlights :

During the year under review, performance of your company is as under:

( in Rupees) PARTICULARS Year ended Year ended 31st March 2015 31st March 2014

Revenue from Operations 55,14,73,488 9,55,10,003

EBITDA 6,08,24,413 1,95,98,432

Less: Finance cost 66,76,239 20,85,493

Less: Depreciation 68,09,772 1,04,86,117

Profit before tax & exceptional items 4,73,38,402 70,26,822

Less: Exceptional items - -

Profit before tax 4,73,38,402 70,26,822

Less: Tax expenses 1,08,69,924 (84,89,345)

Profit After Tax 3,64,68,478 1,55,16,167

Transferred to general reserve - -

Proposed Dividend - -

Closing Balance in Statement of Profit and Loss (5,81,86,269) (9,36,92,550)

Company Performance

Your Company has posted good financial results during the year under review. Turnover of the Company has increased from 955.10 lakhs to 5514.73 lakhs and the Net profit increased from 155.16 lakhs to 364.68 lakhs.

Dividend

To Conserve the funds for operations of the Company, the Board do not recommend any dividend for this financial year.

Amounts Transferred to Reserves: Nil Disclosures regarding :

Changes in Share Capital

There was no change in the structure of the share capital of the Company during the financial year under review.

Issue of Equity Shares with Differential Rights

The Company has not made any issue of equity shares with Differential Rights under the provision of Section 43, read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 during the Financial Year under review.

Issue of Employee Stock Options

The Company has not made any issue of equity shares via Employee stock options during the Financial Year under review.

Issue of Sweat Equity Shares

The Company has not made any issue of equity shares under the provision of Section 54, read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, during the Financial Year under review.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Manage- ment and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.

Details of Board Meetings held

During the Financial Year 2014-15, five meetings of the Board of Directors of the company were held, as against the minimum requirement of four meetings.

Date Board Strength No. of Directors Present

28th May, 2014 06 06

14th August, 2014 06 06

12th November, 2014 06 06

11th February, 2015 06 06

27th March, 2015 06 06

Particulars of Loan, Guarantees and Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Compa- nies Act, 2013 forms part of the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 shall be disclosed in Form No. AOC-2. As Annexure II.

Explanation to Auditor''s Remarks

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Material Changes Affecting the Financial Position of the Company

There are no material changes / events, occurring after balance sheet date till the date of the report to be stated.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure III"

Details of Subsidiary, Joint Venture or Associates Associated Companies:

Godavari Capital Private Limited, Godavari Homes Private Limited and A.K. Paper Products Private Limited. Vigil Mechanism Your Company is committed to highest standards of ethical, moral and legal business conduct. Accord- ingly, the Board of Directors have formulated Vigil mechanism which is in compliance with the provisions of section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, in its meeting held on 28th May, 2014. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.godavaridrugs.com

Nomination & Remuneration Committee Policy

The Board of Directors of your Company in the meeting held on 28th May, 2014, constituted the Nomina- tion and Remunertaion Committee with the requisite terms of reference as required under Section 178 of the Companies and other applicable provisions thereof in place of existing Remuneration Committee. The said Committee framed, adopted and recommended the "Nomination, Remuneration & Evaluation Policy".

The Details of the Committee have been provided under Corporate Governance Report, which forms part of this Annual Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In order to promote safe and indiscriminative environment, the Company has formed an Internal Com- plaints Committee where employees can register their complaints against sexual harassment.

During the year under review Company has not received any complaint of harassment.

Details of Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Mohit Jaju, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, the members approved the appointments of Shri Syed Hussain, Shri Dilip Patel, Shri Ramesh Babu Telugu and Smt. Vimala Madon as an Independent Director who are not liable to retire by rotation. Persuant to Section 203 of the Companies Act 2013, Company has appointed Mr. Jeevan Innani, Company Secretary.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has drafted a Policy for performance evaluation of Independent Directors, Board, Commit- tees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy framed for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation activity was followed by the Board for its own performance and that of its Committees and individual Directors. The Company has conducted programmes to familiarize Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company works and other allied matters.

Details of significant & material orders passed by the regulators or courts or tribunal

- Matter of Imports relating advance licensing scheme is under adjudication with the Customs Depart- ment, Mumbai amounting Rs. 696062/-

- Matter of Central Excise & Customs, amounting Rs. 1629999 is under adjudication with Commissioner (Appeals) Customs, Central Excise & Service Tax, Nagpur.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the operation was observed.

Deposit from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. However opening balance of unsecured loans from related party is lying with the Company, which is subordinated to bank borrowings against cash credit limit availed from Andhra Bank.

Receipt of any commission by MD / WTD from a Company or for receipt of commission / remuneration from it Holding or subsidiary.

As there is no holding company or subsidiary of the Company, this part isn''t applicable.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the

criteria of independence as prescribed in Sub-Section (6) of Section 149 of of Companies Act, 2013, read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

Code of Conduct for Directors and Senior Management

The Board has laid down a code of conduct for all Board members and senior Management of the Com- pany. The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company.

Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, M/s. VSS & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Audi- tors is enclosed as Annexure IV to this report. The report is self-explanatory and do not call for any further comments.

Corporate Social Responsibility (CSR) Policy

The Company doesn''t fall under the ambit of Section 135 (1), hence, Corporate Social Responsibility policy is not applicable to the Company.

Audit Committee

During the year under review, 4 meetings of the Committee were held on, May 28, 2014, August, 14, 2014, November, 12, 2014, February, 11, 2015

The composition of the Committee as on 31st March, 2015 as well as the particulars of attendance at the Committee during the year are given in the table below:

Name Category of No. of Meetings % of Total meetings Directorship Attended attended during the tenure as a Director

Shri Dilip Patel Independent Director / Chairman 4 100

Shr Syed Hussain Independent Director 4 100

Shri K K Jain Executive Director 4 100

The Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director/KMP Remuneration % increase in No and Designation of Director/KMP Remuneration for financial in the year 2014-15 Financial Year Lakhs 2014-15

1 Ghanshyam Jaju, Chairman Nil Nil

2 Mukund Kakani, Managing Director 2.88 Nil

3 Kirti Kumar Jain, Executive Director 1.80 Nil

4 Mohit Jaju, Executive Director 1.80 Nil

5 Syed Hussain, Independent Director 0.50 25

6 Dilip Patel, Independent Director 0.50 25

7 Ramesh Babu Telugu, Independent Director Nil- Nil-

8 Vimala Madon, Independent Director Nil- Nil-

7 Jeevan Innani, Company Secretary 0.60-- -- & Compliance Officer

Name of Director /KMP and Desgination Ratio of remuneration of each Director/ to median remuneration of employees

Ghanshyam Jaju, Chairman Not Applicable

Mukund Kakani, Managing Director 1.6: 1

Kirti Kumar Jain, Executive Director 1:1

Mohit Jaju, Executive Director 1:1

Syed Hussain, Independent Director 0.27:1

Dilip Patel, Independent Director 0.27:1

Ramesh Babu Telugu, Independent Director Not Applicable

Vimala Madon, Independent Director Not Applicable

Jeevan Innani, Company Secretary & Compliance Not Applicable Officer

- Remuneration not paid as Mr. Ramesh Babu Telugu, Mrs. Vimala Madon joined the Board w.e.f. 27th March, 2015.

-- Mr. Jeevan Innani has joined Since February, 2015.

- Sitting fees is also considered for calculation of remuneration for the above purpose Percentage increase in the median remuneration of employees in the financial year:

The median remuneration is Rs. 15000 and the percentage increase in the median remuneration of employ- ees in the financial year is 28%.

Number of permanent employees on the rolls of company:

Number of employees on the rolls of the Company as on 31st March, 2015 was 101 Nos.

Explanation on the relationship between average increase in remuneration and Company Perfor- mance:

The increase in average remuneration of all employees in the financial year 2014-15 as compared to the financial year 2013-14 was 31%. The average increase in median remuneration was in line with the perfor- mance of the Company.

Comparison of the remuneration of the Key Managerial Personnel against the performance of your Company:

Particulars Amount in Rupees

Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (aggregated) 7,08,000

Revenue from operations 548,462,587

Remuneration (as % of revenue) 0.12

Profit before tax (PBT) 47,338,402

Remuneration (as % of PBT) 1.49

The Key Parameters for any variable component of remuneration availed by the Directors:

There is no variable component of remuneration to the Directors.

Variations in market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars Unit As at 31st March, As at 31st March, Variation 15 14 Closing rate of share at BSE Rs. 53.40 10.38 414%

EPS Rs. 4.84 2.06 134%

Market Capita lization Rs./lac 40,21,28,700 7,81,66,590 414%

Price Earnings ratio Ratio 11 5 120%

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2014-15 was 31%. Per- centage increase in the managerial remuneration for the year was 36%.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Highest Paid Director: Mr. Mukund Kakani: Rs. 24000/- p.m.

Name of Employee Salary (Per Month) Ratio

E V S S Prakasam 60000 2.50

J.VJogaikar 40000 1.67

S.A.Tejankar 36000 1.49

A.D.Hake 36000 1.49

G.R.Deshpande 33500 1.38

Y. Sadashiva Rao 30000 1.25

D.A.Patil 29000 1.20

U.N.Torane 26000 1.07

Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the companies (appointment and Remuneration of managerial person- nel) rules, 2014.

(a) Employed throughout the financial year and was in receipt of remuneration for the year in aggregate of not less than Rs. 60,00,000:- NIL

(b) Employed for a part of the financial year and was in receipt of remuneration at a rate in aggregate not less than Rs. 5,00,000/- per month:- NIL

(c) Employed throughout the financial year or part thereof, was in receipt of remuneration in the year which, in the aggregate or at a rate which in the aggregate was in excess of that drawn by the Whole- time Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company:- NIL

Fraud Reporting

No cases of fraud have been reported to the Audit Committee / Board during the financial year under review.

Statutory Auditors

Pursuant to the provisions of Section - 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, read with Schedule VI of the Act, as amended from time to time, M/ s S. Daga & Co., Chartered Accountants, (Firm Registration No. 000669 S), be and is hereby re-appointed ( their appointment being ratified ) as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the (29th) Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their re-appointment at every next Annual General Meeting), at such remuneration as may be mutually agreed upon between the Board of Directors and Statutory Auditors.

They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.



Management Discussion and Analysis Report

The above report is annexed herewith as Annexure V Directors Responsibility Statement

In accordance with the provisions of Section 134(3) (c) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material depar- tures.

b) The Company has selected such accounting policies and applied them consistently and made judg- ments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period.

c) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on going concern basis.

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f) The Company has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

Acknowledgment

The Directors express their sincere appreciation to the employees, valued shareholders, customers, bankers suppliers and government authorities for their continued support.

For and on behalf of the Board of Directors For Godavari Drugs Limited

Place : Secunderabad Ghanshyam Jaju Mukund Kakani Date : 30.05.2015 (Chairman) (Managing Director) DIN: 00104601 DIN: 00104646

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Mar 31, 2014

To The Share Holders

The Directors have pleasure in presenting their Twenty Sixth Annual Report and the Audited Accounts of the Company for the year ended 31 st March 2014:

FINANCIAL RESULTS: (in Rupees)

Particulars 2013-14 2012-13

Revenue from Operations 9,43,46,432 7,62,35,526

Other income 11,63,571 36,11,900

Depreciation 1,04,86,117 99,87,790

Finance Cost 20,85,493 20,70,069

Profit/loss before tax 70,26,823 71,93,902

Provision for Deferred Tax 84,89,345 (23,73,988)

Profit/loss after tax 1,55,16,168 48,19,914

PERFORMANCE:

Your company has produced 432 MT of APIs amd their intermediates as against 384MT during the previous year.The company has achieved gross sale including contract manufacturing income of Rs. 943.46 lacs as against Rs.762.35 lacs in the previous year achieving an increase of 24 % during the year under review. Your company has earned a net profit of Rs.155 lacs as against Rs.48 lacs in the previous year.

OPERATIONS:

Your company has completed the upgradation of block I facility during this year and has received WHO and GMP certificates. The company has been successfully audited by more than three renowned companies, which will ensure promising result during next year. Your company during the corresponding year proposes to undertake own manufacturing alongwith contract manufacturing to ensure higher profitability.

AUDITOR''S REPORT:

The Auditor''s Report together with the Audited Accounts for the financial year ended March 31,2014 and the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

There are no comments/suggestions made by the Auditors on the financials of the Company.

INDUSTRIAL SAFETY AND POLLUTION CONTROL:

Your company has taken utmost care for safety and health of every person working with the company.The commitment to protect the environment and actively seeking means for reduction in consumptions and waste generations, to achieve this, the company has undertaken process improvement initiatives. Your company stands committed to operationally safe and socially responsible manner. Your company is equipped with pollution control devices stripper, multi effect stage evaporators and other measures for treating effluents generated in the processes and recycling the treated effluents with in the plant premises.

PARTICULARS OF EMPLOYEES:

There was no employee of the Company who received remuneration in excess of the limits prescribes under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as by Companies (Particulars of Employees) Amendment Rules, 2011 read with General CircularNo.23/2011 issued by the Ministry of Corporate Affairs, Government of India.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANCE EARNINGS AND OUTGO:

As 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 the information is given in the Annexure-I forming part of this Report.

DIRECTORS:

As on the date of this report the Board comprises of (i) Shri Ghanshyam Jaju (ii) Shri Dilip Patel (iii) Shri. Kirti Kumar Jain (iv) Shri S.A Hussain (v) Shri. Mukund Kakani and (vi) Shri Mohit Jaju.

PUBLIC DEPOSITS:

Your Company has not accepted/renewed any deposits U/S 58A of the Companies Act, 1956..

CORPORATE GOVERNANCE:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The'' requisite Certificate from M/s. S. Daga & Co, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year ended March 31,2014 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as Annexure-ll to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Provisions of Sec.217 (2AA) of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgment 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 & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a ongoing concern basis.

ACKNOWLEDGEMENT:

Your Directors acknowledge with deep sense of appreciation, the continued support from Employees,Shareholders/lnvestors,Customers and Suppliers.

For and on behalf of the Board of Directors

For Godavari Drugs Limited

Secunderabad Ghanshyam Jaju Mukund Kakani

28.05.2014 (Chairman) (Managing Director)

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Mar 31, 2013

To The Share Holders

The Directors have pleasure in presenting their Twenty Fifth Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013:

FINANCIAL RESULTS: (in Rupees)

Particulars 2012-13 2011-12

Revenue from Operations 7,62,35,526 3,71,73,761

Other income 36,11,900 3,01,246

Depreciation 99,87,790 91,47,990

Finance Cost 20,70,069 14,42,276

Profit/loss before tax 71,93,902 (1,59,66,259)

Provision for Deferred Tax (23,73,988) 0

Profit/loss after tax 48,19,914 (1,59,66,259)

PERFORMANCE:

Your Company had resumed full fledged production after upgrading the plant during the financial year and has achieved a gross sale and contract manufacturing income of Rs, 762.36 lakhs which is almost double of the gross sales of last financial year. Your company has earned a profit of Rs.48 Lacs as against the loss of Rs.160 Lacs in the previous year.

OPERATIONS:

The management has upgraded the manufacturing plant to meet the cGMP and Quality Assurance Requirement along with ware housing, storage, and other facilities up gradation, to ensure better customer service, and to offer for inspections to multinational companies. As the plant is in proper working conditions the company has resumed the production and manufacturing activities to higher levels.

AUDITOR''S REPORT:

The Auditor''s Report together with the Audited Accounts for the financial year ended March 31,2013 and the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

There are no comments/suggestions made by the Auditors on the financials of the Company.

INDUSTRIAL SAFETY AND POLLUTION CONTROL:

The company continues to follow its policy of maintaining highest standards of safety. Regular plantation of trees taken around the plant ensures friendly environment and reduction in pollution.

PARTICULARS OF EMPLOYEES:

There was no employee of the Company who received remuneration in excess of the limits prescribes under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India.

PUBLIC DEPOSITS:

Your Company has not accepted/renewed any deposits U/S 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. S. Daga & Co, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year ended March 31.2013 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as Annexure-ll to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Provisions of Sec.217 (2AA) of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgment and estimates that ate reasonable and I 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 & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a ongoing concern basis.

ACKNOWLEDGEMENT:

Your Directors acknowledge with deep sense of appreciation, the continued support from Employees, Shareholders/Investors, Customers and Suppliers.

For and on behalf of the Board of Directors

For Godavari Drugs Limited

Secunderabad Ghanshyam Jaju Mukund Kakani

30.05.2013 (Chairman) (Managing Director)

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty Fourth Annual Report and the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS: (Rs. in Lacs) Particulars 2011-12 2010-11

Sales and other Income 374.75 532.01

Extra ordinary Items

Profit before interest and Depreciation (53.76) 102.27

Interest 14.42 13.23

Depreciation 91.42 88.38

Profit/(Loss) before tax (159.66) 0.66

Earlier year tax 0.00 0.00

Fringe Benefit tax 0.00 (0.03)

Deferred tax 0.00 0.00

Adjustment pertaining to previous year 0.00 0.00

Profit/(Loss) before tax (159.66) 0.63

Corporate tax (MAT) (0) (0.12)

Profit/loss After TAX (159.66) 0.51

Balance brought forward from last year (980.62) (981.14)

Balance Carried to Balance Sheet (1140.29) (980.62)

PERFORMANCE:

The gross sale and contract manufacturing income for the year under review is 374.75 a decrease of 29% compared to the previous year of Rs.532.00 Lacs. The reduction in turnover was mainly due of upgradation

work at the plant.

OPERATIONS:

The management had to shut down major portions of the manufacturing plant for about 6 months to undertake upgradation of the facilities to meet cGMP and Q.A. Requirement alongwith ware housing, storage, and other facilities upgradation, to ensure better customer service, and to offer for inspections to multinational companies to improve the working of the unit. The ongoing processes will be completed in due course of time.

AUDITOR'S REPORT:

The Auditor's Report together with the Audited Accounts for the financial year ended March 31,2012 and the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

As regard to the observations of the Auditors in the Auditors' Report on Financial Statements, the Board would like to comment as follows:

On the para 5 of the Auditors'Report: Note 2.29

The Board has resolved in its Board meeting held on August 14,2012 to write off 1 /5,h of the development cost of new products pending implementation for over 3 years ofRs. 126.62 lakhs (Pr. Year Rs. 134.87 lakhs), every year from the financial year 2012-13.

On the para 5 of the Auditors'Report: Note 2.30 The Company will take confirmation letters confirming the balances to the debit or credit of parties for the year ended March 31,2012 and also in future as required by the Companies Act, 1956, in the manner so required. INDUSTRIAL SAFETY AND POLLUTION CONTROL:

The company continues to follow its policy of maintaining highest standards of safety. Regular plantation of trees taken around the plant ensures friendly environment and reduction in pollution.

PARTICULARS OF EMPLOYEES:

There was no employee of the Company who received remuneration in excess of the limits prescribes under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANCE EARNINGS AND OUTGO:

As 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 the information is given in the Annexure-I forming part of this Report. DIRECTORS:

As on the date of this report the Board comprises of (i) Shri Ghanshyam Jaju (ii) Shri Dilip Patel (iii) Shri. Kirti Kumar Jain (iv) Shri S.A Hussain (v) Shri, Mukund Kakani and (vi) Shri Mohit Jaju.

The shareholders may note that Shri Prakash Chand Shrimal who had been associated with the Company as Promoter Director since inception and had been a guiding force, throughout his tenure in the Company expired on March 04,2012. He will be missed by one and all connected with the company.

Shri Ghansyam Jaju, Chairman retires by rotation and being eligible offers himself for reappointment.

Shri Mohit Jaju was appointed as additional director during the year, resolution for his reappointment is placed in the notice calling the AGM. It is also proposed to appoint him as an Executive Director on the Board.

PUBLIC DEPOSITS:

Your Company has not accepted/renewed any deposits U/S 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. S. Daga & Co, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year ended March 31,2012 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as Annexure-ll to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Provisions of Sec.217 (2AA) of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgement 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 & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a ongoing concern basis. ACKNOWLEDGEMENT:

Your Directors acknowledge with deep sense of appreciation, the continued support from Employees, Shareholders/Investors, Customers and Suppliers. For and on behalf of the Board of Directors For Godavari Drugs Limited

Secunderabad Ghanshyam Jaju Mukund Kakani

14.08.2012 (Chairman) (Managing Director)

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Second Annual Report and the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS :
Particulars 2009-10 2008-09

Sales and other Income 439.35 385.90 Extra ordinary Items

Profit before interest and Depreciation 47.65 76.72

Interest 12.02 15.24

Depreciation 87.94 87.88

Profit/(Loss) before tax (18.13) (24.16)

Earlier year tax 0.00 0.00

Fringe Benefit tax 0.00 0.27

Deferred tax (1.05) (2.24)

Profit/(Loss) after tax (19.81) (26.67)

Adjustment pertaining to previous year (0.63) (-)

Balance brought forward from last year (961.32) (934.65)

Balance Carried to Balance Sheet (981.14) (961.32)

REVIEW OF OPERATIONS The Sales during the year was Rs. 4 36.04 lacs as against Rs. 372.84 lacs in the previous year. Which includes contract manufacturing.

YEAR UNDER REVIEW

The Company continuous contract manufacturing, and is pursuing to ensure full utilisation of the capacity. The Company also proposes to undertake some products, which are at final stages of development.

FUTURE OUT LOOK

The Company has been striving to achieve certain products in R & D and have successfully taken lab and pilot plant scale trails for products and hope to put into commercial production, to ensure better productivity and profitability.

DIRECTORS RESPONSIBILITY STATEMENT In pursuance of the provision of Section 217(2AA) of the Companies Act, 1956, the Directors of your company hereby furnish the following responsibility statement with regard to annual accounts, accounting policies, maintenance of adequate accounting records etc. of the company.

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material deviation, if any, there from;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2010.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

That the Directors had prepared the annual accounts on a ongoing concern basis.

AUDIT REPORT

The observations made by statutory auditors are self-explanatory.

INDUSTRIAL SAFETY AND POLLUTION CONTROL

The company continues to follow its policy of maintaining highest standards of safety. Regular plantation of trees taken around the plant ensures friendly environment and reduction in pollution.

INDUSTRIAL RELATIONS

Industrial relation between the management and the employees during the year under review remained cordial. The welfare activities continued as before.

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

As 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 the information is given in the annexure forming part of this Report.

DIRECTORS : Sri Mukund Kakani and Sri P.C.Shrimal, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

AUDITORS: M/s. S. Daga 8i Company, Chartered Accountants, the present Auditors of the Company retire and being eligible, offer themselves for re- appointment.

ACKNOWLEDGEMENT :

Your Directors acknowledge with deep sense of appreciation, the continued support from Employees, Shareholders/Investors, Customers and Suppliers.

For and on behalf of the Board

Place: Secunderabad GHANSHYAM MJU

Date: 03.09.10 CHAIRMAN