Directors Report of Hemo Organic Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 23rd Annual Report and the Audited Accounts for the financial year ended on March 31,2015.

FINANCIAL PERFORMANCE:

(Rupees in Lacs)

Sr. Particulars Standalone No. 2014-15 2013-14

1 Sales 1583235 7098431

2 Other Income 233019 144

3 Total Income 1816254 7098575

4 Profit Before Depreciation & Tax (PBDT) (374679) (9966074)

5 Less: Depreciation 681047 943566

6 Add: Extra Ordinary item - 2263984

7 Profit Before Taxation (PBT) (1055726) 354342

8 Less: Taxation (all Taxes) - (7792)

9 Profit After Taxation (PAT) (1055726) 362135

Appropriations:

(a) Proposed Dividend - -

(b) General Reserve - -

(c) Balance to be carried forward - -

Total (1055726) 362135

SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR: During the year under review, the Company witnessed a severe reduction in revenue and profit after tax Your directors expect better results in the next year.

3. EQUITY INFUSION: Your Company has not issued any equity shares during the year under review.

4. DIVIDEND: Considering the year's financial performance, the Board decided not to recommend any dividend.

5. DETAILS OF JOINT VENTURE COMPANY: Your Company has no Joint Venture.

6. SEGMENT REPORTING: Therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

7. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO:

(i) CONSERVATION OF ENERGY:

Energy conservation measures taken during the year include the following:

There is no major changes required.

(ii) TECHNOLOGY ABSORPTION:

Company has not changed any technology. As and when required, company will take necessary steps in this regard.

(iii) FOREIGN EXCHANGE EARNINGS AND OUT GO:

There is no foreign exchange transactions during the year.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR): CSR provisions are not applicable to the company.

9. DIRECTORS:

Rotation : Smt. Sonalben D. Patel, Director of the Company, retires by rotation, and being eligible, offers herself for reappointment at the ensuing Annual General Meeting. Your Directors recommend her reappointment.

DECLARATION BY AN INDEPENDENT DIRECTOR(S): All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 49(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. All Independent Directors have also 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.

FORMAL ANNUAL 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 collectively. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report.

MEETINGS: During the year Four Board Meetings and Four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any Loans, Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013.

11. RELATED PARTY TRANSACTIONS: There is no any related party transactions during the year. As the company is not doing any related party transactions, the board has not framed any Related Party Transaction Policy.

12. PARTICULARS OF EMPLOYEES: The Company is not paying any remunerations to any of its directors and therefore, there is no scope for comperisation of increase in remuneration of managerial remuneration with respect to other employee.

13 VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulated Whistleblower Policy in conformity with the provisions of clause 49 of the Listing Agreement executed with the stock exchange to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

14. CORPORATE GOVERANCE: Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements, though not mandatory for the company, set out by SEBI. The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section and forms a part of the Annual Report. Your Company's Statutory Auditors' Certificate confirming compliance with Clause 49 of the Listing Agreement is annexed to this Report as Annexure -A and forms part of this report.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in separate section and forms part of this report.

16. GENERAL CODE OF CONDUCT: As required by clause 49 of the listing agreement, the Board of Directors have evolved a General Code of Conduct for members of the Board and members of the Senior Management Team. Affirmation of compliance with the said Code by all concerned as certified by the Chief Executive Officer is available elsewhere in this report.

17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING: The Company has also put in place a Code of Conduct for Prevention of Insider Trading. The necessary preventive actions, including Closure of Trading Window around the time of any price sensitive events or information, are taken. All the Covered Persons have given declarations affirming compliance with the said Code for the year ended 31st March, 2015

18. CEO CERTIFICATION: Pursuant to the provisions of the Clause 49 of the Listing Agreement, the CEO Certification for preparation of financial statements etc is available elsewhere in this report

19. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure - B and forms part of this report.

20. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, A. S. Solanki & Associates, Company Secretary, (CP: 11849) Ahmedabad, has been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15, the Secretarial Audit Report is annexed herewith as Annexure - C and forms part of this report".

21. STATUTORY AUDITORS: M/s. Darji & Associates, Chartered Accountants, V. V. Nagar, having Firm Registration Number 116519W, were appointed as Auditors at the last AGM for three consecutive years. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under the Companies Act, 2013, your Directors recommend to ratify their appointment as Statutory Auditors of the Company for F.Y. 2015-16.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

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

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

That such accounting policies have been selected 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;

That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

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

24. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

25. ACKNOWLEDGEMENT: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co- operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

By Order of the Board of Directors

For HEMO ORGANIC LIMITED

Place: Anand (Dr. Dinesh Patel ) Date : 29.05.2015 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2013

Dear Members

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

(1) FINANCIAL AND WORKING RESULTS :

PARTICULARS 2012-2013 [Rs.] 2011-2012 [Rs.]

Profit/(Loss) Before Depreciation : 75655 (4101585)

Less : Depreciation 943567 962476

Profit/(Loss) Before Tax : (7666105) (5064061)

Less : Provision for Tax 53869 1343493

Profit/(Loss) After Tax (7612236) (3720568)

Add : Balance brought forward (11964847) (8244280)

BALANCE CARRIED TO BALANCE SHEET (19577084) (11964847)

(2) PERFORMANCE

During the year under review, company''s total income reduced from Rs. 86.67 lac to Rs. 60.19 lacs and increased loss from Rs. 37.20 lacs to Rs. 76.12 lacs. The Loss increased due to write off of un realizable assets of the Company during the year. Your directors expect better results in the next year.

(3) DIVIDENDS

In view of past loss during the year, your Directors do not recommend any dividend the year.

(4) DIRECTORS :

Mr. Krushnakant R. Patel, director of the company retire by rotation and being eligible, offer himself for re-appointment. Your director recommend his appointment.

(5) DEPOSITS :

During the year the Company has not accepted any deposit under section 58A of the Companies Act, 1956.

(6) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT :

(i) Your directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts

(ii) Your 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;

(iii) Your 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 detaching fraud and other irregularities;

(iv) Your directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS :

M/s. Darji & Associates, Chartered Accountants, V. V. Nagar, retire at the conclusion of this Annual General Meeting. A written Certificate is being obtained from the Auditors, M/s. Darji & Associates, Chartered Accountants, V. V. Nagar to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224 (1B) of the Companies Act, 1956. Your directors recommend to re-appoint the auditors and fix their remuneration.

(9) COMPLIANCE CERTIFICATE :

As required under Section 383A of the companies Act, 1956, necessary Compliance Certificate issued by D. G. Bhimani & Associates is attached herewith and form part of directors'' report.

(10) ACKNOWLEDGEMENTS :

Your Directors wish to thank the Banks, Dealers, Customers, Suppliers and Shareholders for their continued support. Your directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place: Anand FOR AND ON BEHALF OF THE BOARD

Date: 29.05.2013 Dr. Dinesh Patel Sonal

D. Patel (C M D) Director

Company Philosophy

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Mar 31, 2012

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

(1) FINANCIAL AND WORKING RESULTS :

PARTICULARS 2011-2012 2010-2011 [Rs] [Rs.]

Profit/(Loss) Before Depreciation : (4101585) 1297696

Less : Depreciation 962476 962476

Profit/(Loss) Before Tax : (3720568) 335220

Less : Provision for Tax - -

Profit/(Loss) After Tax (3720568) 335220

(2) PERFORMANCE

During the year under review, company's total revenue increased from Rs. 64.41 lac to Rs. 86.66 lacs Your directors expect better performance in the next year.

(3) DIVIDENDS

In view of past accumulated losses, your Directors do not recommend any dividend the year.

(4) DIRECTORS :

Mr. Pankaj R. Patel, director of the company retire by rotation and being eligible, offer himself for re-appointment. Your director recommend her appointment.

(5) DEPOSITS :

During the year the Company has not accepted any deposit under section 58A of the Companies Act, 1956.

(6) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT :

(i) Your directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts

(ii) Your 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;

(iii) Your 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 detaching fraud and other irregularities;

(iv) Your directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS :

M/s. Darji & Associates, Chartered Accountants, V. V. Nagar, retire at the conclusion of this Annual General Meeting. A written Certificate is being obtained from the Auditors, M/s. Darji & Associates, Chartered Accountants, V. V. Nagar to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224 (1B) of the Companies Act, 1956. Your directors recommend to re-appoint the auditors and fix their remuneration.

(9) COMPLIANCE CERTIFICATE :

As required under Section 383A of the companies Act, 1956, necessary Compliance Certificate issued by D. G. Bhimani & Associates is attached herewith and form part of directors' report.

(10) ACKNOWLEDGEMENTS :

Your Directors wish to thank the Banks, Dealers, Customers, Suppliers and Shareholders for their continued support. Your directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place: Anand FOR AND ON BEHALF OF THE BOARD

Date: 30.05.2012 Dr. Dinesh Patel Sonal D. Patel (C M D) Director

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Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2010

(1) FINANCIAL AND WORKING RESULTS :

PARTICULARS 2009-2010 2008-2009 (Rs.) (Rs.)

Profit/(Loss) Before Depreciation : (451564) (367392)

962476 798970

Less : Depreciation

Profit/(Loss) Before Tax : (510909) (1166362)

NIL NIL

Less : Provision for Tax

Profit/(Loss) After Tax (510909) (1166362)

Add : Balance brought forward (8068591) (6902228)

BALANCE CARRIED TO BALANCE SHEET (8579500) (8068590)

(2) PERFORMANCE

During the year under review, company companys sales increased from Rs. 25.97 lac to Rs. 29.35 lacs and incurred loss of Rs. 5.00 lacs as compared to loss of Rs. 11.70 lac last year. However, since the company had commenced new line of business of white coal after March, 2010, your directors expect better results in the next year.

(3) DIVIDENDS

In view of past accumulated losses, your Directors do not recommend any dividend the year.

(4) DIRECTORS:

Mr. Krushnakant R. Patel, director of the company retire by rotation and being eligible, offer herself for re-appointment. Your director recommend her appointment.

(5) DEPOSITS :

During the year the Company has not accepted any deposit under section 58A of the Companies Act, 1956.

(6) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT :

(i) Your directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts

(ii) Your directors have selected such accounting policies and applied them consistently and made judgements 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;

(iii) Your 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 detaching fraud and other irregularities;

(iv) Your directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS:

M/s. Darji & Associates, Chartered Accountants, Anand, retire at the conclusion of this Annual General Meeting. A written Certificate is being obtained from the Auditors, M/s. Darji & Associates, Chartered Accountants, Anand to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224 (1B) of the Companies Act, 1956. Your directors recommend to re-appoint the auditors and fix their remurieratrion.

(9) COMPLIANCE CERTIFICATE :

As required under Section 383A of the companies Act, 1956, necessary Compliance Certificate issued by D. G. Bhimani & Associates is attached herewith and form part of directors report.

(10) ACKNOWLEDGEMENTS:

Your Directors wish to thank the Banks, Dealers, Customers, Suppliers and Shareholders for their continued support. Your directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place: Anand FOR AND ON BEHALF OF THE BOARD

Date: 25.08.2010

Dr. Dinesh Patel Sonal D. Patel

(C M D) Director