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Directors Report of Kopran Ltd.

Mar 31, 2019

Dear Members,

The Directors have pleasure in presenting their 60^th Annual Report together with the Audited Financial Statement for the year ended on 31^st March, 2019.

1. Financial Performance

(Rs. in Lacs)

Particulars	Standalone Basis*		Consolidated Basis*
For the Period Ended	FY 2018-19	FY 2017-18	FY 2018-19	FY 2017-18
Total Revenue	19,974.21	16,156.51	36,095.99	32,430.42
Less Expenses	18,238.46	15,460.42	32,929.74	30,141.89
Profit before Tax	1,735.75	696.09	3,166.25	2,288.53
Net Tax Expenses	438.65	225.41	763.95	239.90
Profit / ( Loss ) for the Financial Year( FY)	1,297.10	470.68	2,402.30	2048.63
Other Comprehensive Income/(Loss) for the FY	(27.67)	10.11	(25.55)	6.03
Total Comprehensive Income/(Loss) for the FY	1,269.43	480.79	2,376.75	2,054.66

*The Company has adopted Indian Accounting Standards (Ind-AS) from 1^st April, 2017 as prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ), read with the relevant rules issued thereunder and accordingly, these financial statements for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein.

2. Performance review

A) Standalone: Standalone Total Revenue was Rs. 19,974.21 lacs as against the previous yearâs figures of Rs. 16,156.51 lacs increased by 23.63%. Profit before tax was Rs. 1,735.75 lacs increased by 149.36% over the previous yearâs figures of Rs. 696.09 lacs. Total Comprehensive Income was Rs. 1,269.43 lacs increased by 164.03% over the previous yearâs figures of Rs. 480.79 lacs.

B) Consolidated: Consolidated Total Revenue was Rs. 36,095.99 lacs as against the previous yearâs figures of Rs. 32,430.42 lacs increased by 11.30%. Profit before tax was Rs. 3,166.25 lacs increased by 38.35% over the previous yearâs figures of Rs. 2,288.53 lacs. Total Comprehensive Income was Rs. 2,376.75 lacs increased by 15.68% over the previous yearâs figures of Rs. 2,054.66 lacs.

3. Operations of the Company

Your Companyâs Exports during the financial year was Rs. 17,723 lacs as against the previous yearâs figures of Rs. 14,057 lacs increased by 26.08% and Local sales was Rs. 1,941 lacs as against the previous yearâs figures of Rs. 1,314 lacs increased by 47.72%.

Operations of the Kopran Research Laboratories Limited, Subsidiary Company

Kopran Research Laboratories Ltd. achieved total revenue of Rs. 18,420 Lacs in the current year as against total revenue of Rs. 17,810 Lacs in the previous year. Exports during the Financial year was Rs.11,516 Lacs as against the previous yearâs figures of Rs. 10,868 lacs increased by 5.96% and Local sales was Rs. 6,678 Lacs as against the previous yearâs figures of Rs. 6,652 lacs which was marginally up.

Kopran Research Laboratories Ltd. during the financial year acquired an Active Pharmaceutical Ingredients Manufacturing facility at Panoli, Gujarat which is currently under upgradation, in line with the Companyâs expansion plans in the existing line of Business.

The Active Pharmaceutical Ingredients Manufacturing facility at Mahad of Kopran Research Laboratories Ltd., was inspected by the US FDA starting from 21^st January, 2019 till 25^th January, 2019. The Inspection was completed without issuance of any observation under 483. This would facilitate commencement of supplies of APls to the US market once DMFâs are filed and approved. The company has filed the DMF of Atenolol which is already reviewed and active.

4. Dividend

In view of expansion plans, the Board has not recommended any dividend on Equity shares or Preference shares for the Financial Year 2018-19.

5. Management Discussion and Analysis

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 as amended is provided as a separate section in Annexure A of this Report.

6. Subsidiaries, Associates and Joint Ventures

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the Company. Salient features and financial summary is provided as a separate section in Annexure B of this Report.

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Directors Report has been prepared on Standalone Financial Statements and a report on performance and financial position of each of the subsidiaries and associates included in the Consolidated Financial Statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements has been placed on the website of the Company www.kopran.com Shareholders interested in obtaining a copy of the Financial Statements of the subsidiary companies may write to the Company Secretary at the Companyâs registered office.

7. Directors & Key Managerial Personnel (KMP)

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Adarsh Somani, Non-Executive Director of the Company, retires by rotation at the ensuing AGM, and being eligible, has offered himself for re-appointment.

The Board at its meeting held on 8^th May, 2019, based on the recommendations received from the Nomination & Remuneration Committee subject to the approval of members at Annual General Meeting, appointed Mrs. Mamta Biyani (DIN: 01850136) and Mr. Narayan Atal (DIN: 00237626) as Additional Directors (Independent).

The Board at its meeting held on 8^th May, 2019 decided to re-appoint Mr. Surendra Somani as Executive Vice Chairman of the Company with effect from 1^st January, 2020 for an additional period of three years on terms of Remuneration as recommended by the Nomination & Remuneration Committee.

In compliance of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 as amended (âListing Regulationsâ), Susheel G. Somani, Arvind K. Mehta and Vijay K. Bhandari have retired w.e.f. 25^th April, 2019 as they have attained the age of 75 years and hence ineligible to continue in office. The Board wishes to place on record its appreciation for the invaluable contribution rendered by Susheel G. Somani, Arvind K. Mehta and Vijay K. Bhandari during their tenure as Director of the Company.

The Company has received a notice under section 160 of the Companies Act, 2013 as amended thereof from a member of a Company proposing the candidature of Mr. Susheel Somani (DIN: 00601727) for the office of Director of the Company. As Mr. Susheel Somani has crossed the age of 75 years his appointment can only be made by members approval at AGM/EGM by special resolution to fulfill the conditions of his appointment in compliance of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 as amended.

The Board seeks approval of the shareholders at the 60^th Annual General Meeting for confirmation of the appointment/ re-appointment of Mr. Adarsh Somani, Mr. Susheel Somani, Mrs. Mamta Biyani, Mr. Narayan Atal and Mr. Surendra Somani.

The brief profile of Mr. Adarsh Somani, Mr. Susheel Somani, Mrs. Mamta Biyani, Mr. Narayan Atal and Mr. Surendra Somani has been detailed in the Explanatory Statement to the Notice of Annual General Meeting.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel of the Company :

Mr. Surendra Somani- Executive Vice Chairman

Mr. Basant K. Soni - Chief Financial Officer

Mr. Sunil Sodhani - Company Secretary and Compliance Officer.

No KMP has been appointed or has retired or resigned during the financial year.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 as amended. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

8. Board and Committee Meetings

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

9. Board and Committee Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Boardâs functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Professional Development, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

10. Internal Control Systems and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business & risk management including adherence to the Companyâs Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there were no instance of fraud during the year under review.

11. Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) has been mandated to fulfill the competency requirements of the Board. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and recommends their nomination to the Board. On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive Directors are not paid sitting fees; the Non-Executive Directors are entitled to sitting fees for attending the Board/Committee Meetings. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Nomination and Remuneration Policy of the Company. The Companyâs Policy on Directorsâ Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

12. Corporate Social Responsibility (CSR)

The company had to spend Rs. 8.77 lacs towards itâs CSR activities for FY 2018-19 of which Rs. 8.40 lacs was spent on the CSR activities as per the CSR Policy. There is a minor shortfall of Rs. 37,000 in the CSR spent as certain CSR activities planned could not be completed. The CSR Projects of the Company mainly focused contributing towards promoting education including girl child education and health care and sanitation. The annual report on CSR activities is provided in Annexure C of this Report.

13. Related Party Transactions

All Related Party Transactions that were entered into during the financial year were in ordinary course of business done on armâs length basis and of repetitive nature and transactions proposed to be entered during the Financial year are placed before the Audit Committee duly empowered by the Board for prior omnibus approval at the commencement of Financial year. A statement giving details of all Related Party Transactions are placed before the Audit Committee on quarterly basis for their approval. There are no materially significant related party transactions made by the Company during the financial year which may have potential conflict with the interest of the Company that required shareholderâs approval under regulation 23 of the Listing Regulations. Enclosing of Form AOC-2 is not required as suitable disclosure as required by the Indian Accounting Standard has been made in the notes to the Financial Statements. The policy for related party transactions as approved by the Board can be accessed on the Companyâs web-link http://www.kopran.com/investors/policy/pdf/Policy%20on%20related%20party%20transaction.pdf

14. Corporate Governance

A detailed report on Corporate Governance as required under the Listing Regulations is provided in Annexure D and forms part of Annual Report. Certificate from M/s. GMJ & Associates, Practicing Company Secretaries (Firm Regn. No. 1432) regarding compliance stipulated in the Listing Regulations forms part of the Corporate Governance Report.

15. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

16. Rating

CRISIL has re-affirmed the rating for long term is CRISIL BBB /stable and short term rating is CRISIL A3 .

17. Auditors

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 58^th AGM to the conclusion of 63^rd AGM. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in Notice of the 60^th AGM. The payments made to Auditors are given in the notes to financial statement.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company has appointed Ms. Nirali Mehta, Practicing Company Secretary (Membership No. A37734, COP No. 20754) to conduct the Secretarial Audit of the Company for the FY 2019-20. M/s GMJ & Associates, Practicing Company Secretaries (Firm Regn. No. 1432) has issued the Secretarial Audit Report for FY 2018-19, given in Annexure E. Secretarial Audit Report for the financial year ended 31^st March, 2019 do not contain any qualification, reservation or adverse remark.

c) Internal Auditors

The Board of Directors has appointed M/s STDJ & Co, Chartered Accountants (Firm Regn. No. 136551W) as Internal Auditors of the Company for the FY 2019-20.

18. Directorsâ Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs Internal Financial Controls were adequate and effective during the financial year 2018-19.

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended 31^st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2019 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Extracts of Annual Return

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on the Companyâs website. The web-link as required under Companies Act, 2013 is http://www.kopran.com/mvestors/commumcation/pdf/Form%20MGT-9%20Extract%20of%20Annual%20Retum%2031st%20March,%202019.pdf

20. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act,2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

21. Particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at the Registered Office of the Company.

22. Vigil Mechanism

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or âWhistle Blower Policyâ for directors, employees and all stakeholders to report any concerns about unethical behavior, actual or suspected fraud or violation our Companyâs Code of Conduct. The same is also disclosed on the Companyâs web-link http://www.kopran.com/investors/policy/pdf/Whistle%20Blower%20Policy.pdf . It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

23. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A Complaint Redressal Committee has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the FinancialYear 2018-19, no Complaints were received.

24. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.

b) No amount is transferred to General Reserve;

c) The paid up Equity Share Capital as on 31^st March, 2019 was Rs. 43.25 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company;

d) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014;

e) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

f) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

g) In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 60^th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

25. Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Vendors, Customers, Investors and Employees of the Company.

On behalf of the Board of Directors

Surendra Somani

Executive Vice Chairman

8^th May, 2019

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 59th Annual Report together with the Audited Financial Statement for the year ended on 31st March, 2018.

1. Financial Performance

(Rs. in Lakhs)

Particulars	Standalone Basis*		Consolidated Basis*
For the Period Ended	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Total Revenue	16,156.51	19,077.86	32,430.42	32,947.82
Less Expenses	15,460.42	17,742.60	30,141.89	30,471.82
Profit before Tax	696.09	1,335.26	2,288.53	2,476.00
Net Tax Expenses	225.41	484.83	239.90	484.83
Profit / ( Loss ) for the Financial Year (FY)	470.68	850.43	2,048.63	1,991.17
Other Comprehensive Income/(Loss) for the FY	10.11	(2.01)	6.03	(1.85)
Total Comprehensive Income/(Loss) for the FY	480.79	848.42	2,054.66	1,989.32

*The Company has adopted Indian Accounting Standards (Ind AS) from 1st April 2017 as prescribed under Section 133 of the Companies Act 2013, read with the relevant rules issued thereunder and accordingly, these financial statement for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein. Reference to reconciliation for first time Ind AS adoption is mentioned in Note No.55 of the Standalone Financial Statement and Note No. 57 of the Consolidated Financial Statement.

2. Performance review

A) Standalone: Standalone Total Revenue was Rs. 16,156.51 Lakhs as against the previous yearâs figures of Rs. 19,077.86 Lakhs down by 15.31%. Profit before tax was Rs. 696.09 Lakhs down by 47.87% over the previous yearâs figures of Rs. 1,335.26 Lakhs. Total Comprehensive Income was Rs. 480.79 Lakhs down by 43.33% over the previous yearâs figures of Rs. 848.42 Lakhs.

B) Consolidated: Consolidated Total Revenue was Rs. 32,430.42 Lakhs as against the previous yearâs figures of Rs. 32,947.82 Lakhs down by 1.58%. Profit before tax was Rs. 2,288.53 Lakhs down by 7.57% over the previous yearâs figures of Rs. 2,476 Lakhs. Total Comprehensive Income was Rs. 2,054.66 Lakhs up by 3.28% over the previous yearâs figures of Rs. 1,989.32 Lakhs.

3. Operations of the Company

Your Companyâs Exports during the financial year was Rs. 13,527 Lakhs as against the previous yearâs figures of Rs. 15,472 Lakhs down by 12.57% and Local sales was Rs. 1,304 Lakhs as against the previous yearâs figures of Rs. 2,085 Lakhs down by 37.46% .

Operations of the Kopran Reseach Laboratories Limited,

a Subsidiary Company

Kopran Research Laboratories Ltd achieved total revenue of Rs. 17,810 Lakhs in the current year as against total revenue of Rs. 16,072 Lakhs in the previous year Exports during the Financial year was Rs. 10,572 Lakhs as against the previous yearâs figures of Rs. 7,690 Lakhs up by 37.48% and Local sales was Rs. 6,958 Lakhs as against the previous yearâs figures of Rs. 8,173 Lakhs down by 14.87%. During the year, the companyâs Total Comprehensive income for the year is Rs. 1,268 Lakhs compared to Rs. 841 Lakhs in the previous year up by 50.77%.

The Industry had been coping with impact of demonitisation and introduction of GST policy has led to some operating challenges.

4. Dividend

In view of expansion plans and to conserve resources, the Board has not recommended any dividend on Equity shares or Preference shares for the Financial Year 2017-18.

5. Management Discussion and Analysis

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 is provided as a separate section in Annexure A of this Report.

6. Subsidiaries, Associates and Joint Ventures

7. Directors & Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Susheel G Somani, Non-Executive Director of the Company, retires by rotation at the ensuing AGM, and being eligible, has offered himself for re-appointment.

The Board at its meeting held on 29th May, 2018, subject to the approval of members at Annual General Meeting, appointed Mr. Adarsh Somani and Mr. Varun Somani as Additional Director of the Company, liable to retire by rotation. The Company has received a notice under section 160 of the Companies Act, 2013 as amended thereof from a member of a Company proposing his candidature for the office of the Director. The Board seeks approval of the shareholders at the 59th Annual General Meeting for confirmation of the appointment of Mr. Adarsh Somani and Mr. Varun Somani. The brief profile of the aforesaid Directors has been detailed in the Notice.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel of the Company

Mr. Surendra Somani, Executive Vice Chairman; Mr. Basant K Soni, Chief Financial Officer; Mr. Sunil Sodhani,Company Secretary and Compliance Officer. No KMP has been appointed or has retired or resigned during the financial year.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

8. Meetings of the Board

Five Board Meetings were held during the Financial Year ended 31st March, 2018. The Details of the Board Meetings with regard to their dates and attendance of each of the Directors has been provided in the Corporate Governance Report as a separate section in Annexure C of this Report.

9. Committees of the Board

At present, the Board has following five Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Affairs Committee and Corporate Social Responsibility Committee

The Composition of the Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Brief terms of reference of the Committees, Committeesâ Membership and attendance at the meetings of the Committee are provided in the Report on Corporate Governance as a separate section in Annexure C of this Report.

10. Board and Committee Evaluation

Pursuant to the provision of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and Guidance Note on Board Evaluation, issued by SEBI, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board and performance of Independent Directors, by way of individual and collective feedback from Directors. The matrix of Manner of Evaluation is given in the table below.

Manner of Evaluation
Evaluation done by	Evaluation of whom/process
Independent Directors	a) Board as a Whole b) Non-Independent Directors c) Chairperson (taking into consideration the view of Executive Director) d) Assess the Quality, Quantity and Timeliness of Flow of Information between the Company Management and the Board
Board of Directors	a) Committees of the Board b) Independent Director (excluding the Director who is being evaluated)
Nomination & Remuneration Committee	All Directors (excluding the Director who is being evaluated)

The Board Evaluation included aspects such as Board Composition and structure, effectiveness of Board processes, functions of the Board, etc. The evaluation of Board Committees included aspects such as functioning and effectiveness of the Committee meetings, independence, structure and composition of Committees, etc.

The Directors expressed their satisfaction with the evaluation process.

11. Vigil Mechanism

12. Risk Management and Internal Control Systems and their adequacy

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. The Company has in place internal financial control systems and risk management system commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

13. Corporate Social Responsibility (CSR)

The Company is not mandated to carry CSR spending pursuant to section 135 of the Companies Act, 2013.

14. Related Party Transactions

All related party transactions that were entered into during the financial year were in ordinary course of business and on armâs length basis, of repetitive nature and proposed to be entered during the Financial year are placed before the Audit Committee duly empowered by the Board with prior omnibus approval at the commencement of Financial year. A statement giving details of all related party transactions are placed before the Audit Committee on quarterly basis for their approval. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Indian Accounting Standard (Ind AS 24) has been made in the notes to the Financial Statements.

The policy for Related Party Transactions as approved by the Board has been uploaded on the Companyâs website www.kopran.com.

15. Corporate Governance

The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms part of the Annual Report which is given in Annexure C. The requisite certificate from GMJ & Associates, Practicing Company Secretaries of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid SEBI (LODR) Regulations, 2015 is attached to the Report on Corporate Governance.

16. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Financial Statements (Please refer to Notes to the Financial Statements).

17. Rating

The Rating issued by CRISIL for long term is CRISIL BBB /stable and short term rating is CRISIL A3 , upgraded from CRISIL BBB-/stable and CRISIL A3 respectively.

18. Auditors

a) Statutory Auditors: In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co., Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 58th AGM to the conclusion of 63rd AGM. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in Notice of the 59th AGM.

b) Secretarial Auditors: Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s. GMJ & Associates, Practicing Company Secretaries (Firm Regn. No.1432) to conduct the Secretarial Audit of the Company for the FY 2018-19. M/S GMJ & Associates has issued the Secretarial Audit Report for FY 2017-18, given in Annexure D. Secretarial Audit Report for the financial year ended 31st March, 2018 do not contain any qualification, reservation, adverse remark or disclaimer.

c) Internal Auditors: The Board of Directors has appointed M/s STDJ & Co, Chartered Accountants (Firm Regn. No. 136551W) as Internal Auditors of the Company for the FY 2018-19.

19. Directorsâ Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies listed in the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2018 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Extracts of Annual Return

21. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure E.

22. Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure F.

23. Particulars of employees and related disclosures

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention , Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Complaint Redressal Committee has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial year, no Complaints were received.

25. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) No amount is transferred to General Reserve;

b) The paid up Equity Share Capital as on 31st March, 2018 was Rs. 43.25 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014;

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

26. Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Government Authorities and other Stakeholders. Your Directors also acknowledge the support extended by the Companyâs Unions and all the employees for their dedicated services.

On behalf of the Board of Directors

Surendra Somani

Executive Vice Chairman

29th May, 2018

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 57^th Annual Report together with the Audited Statement of Accounts for the year ended on 31 ^stMarch, 2016.

1. FINANCIAL PERFORMANCE

A) Standalone

The company achieved total revenue of Rs. 18,814 Lacs in the current year as against total revenue of Rs.33,207 Lacs in the previous year. During the year, the company earned net profit of Rs.1,143 Lacs (Previous Year: Rs. 1,548 Lacs).

Financial Summary and Highlights

(Rs.in Lacs)

Particulars	Standalone Basis
For the period ended	F. Y. 2015-16	F. Y 2014-15
Total Revenue	18,814	33,207
Less Expenses	17,551	31,652
Profit Before exceptional items & Tax	1,263	1,555
Less Exceptional items	119	7
Net Profit / ( Loss ) for the Period	1,144	1,548

B) Consolidated

Consolidated revenue for the year was Rs. 29,869 Lacs as against consolidated revenue of Rs. 33,227 Lacs in the previous year. Consolidated net profit for the year was Rs. 1,072 Lacs as against a loss of Rs. 3,912 Lacs in Previous Year.

(Rs. in Lacs)

Particulars	Consolidated Basis
For the period ended	F. Y. 2015-16	F. Y 2014-15
Total Revenue	29,869	33,227
Less Expenses	28,677	31,690
Profit Before exceptional items & Tax	1,191	1,536
Less Exceptional items	119	5,449
Net Profit / ( Loss ) for the Period	1,072	(3,912)

The Figures however are not comparable due to transfer of Active Pharmaceuticals Ingredients (API) business to Kopran Research Laboratories Limited, a Subsidiary Company on 31^st March 2015 and the Consumer Care Division was sold w.e.f 1^st April 2015.

2. Operations of the Company

(Rs. in Lacs)

Divisions	F.Y. 2015-16	F.Y. 2014-15
Formulations ((Finished Dosage form)
Export	16,558	18,415
Local Sales	2,173	51
Active Pharmaceuticals Ingredients ( API )
Local	-	7,296
Export	-	6,542
Consumer Care Division
Local	-	243
Export	-	11

The Active Pharmaceuticals Ingredients business was transferred to Kopran Research Laboratories Limited on 31^st March 2015.The Consumer Care Division was sold w.e.f 1^st April 2015, hence, the previous year figures are not comparable.

3. Dividend

In view of the carried forward losses, the Board does not recommend any dividend on Equity shares or Preference shares.

4. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 is provided as a separate section in Annexure A of Annual Report.

5. Subsidiaries, Associates and Joint Ventures

During the year, your company has subscribed the Right Issue of Kopran Research Laboratories Ltd. amounting to Rs.110 Crores.

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Directors Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries and associates are included in the consolidated financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company www.kopran.com. Shareholders interested in obtaining a copy of the subsidiary companies may write to the Company Secretary at the Companyâs registered office

6. Risk Management

The company has thought out and communicated the procedures to all concerned in the organization as to identification, measurement and evaluation of risks, their classification and mitigation.

7. Share Capital

During the Financial year, the Company has allotted 2150000 Equity shares F.V Rs10/- at a premium of Rs.56/- upon Conversion of Warrants issued on Preferential basis to a Promoter Group Company under SEBI (ICDR) Regulations, 2009. Accordingly the paid up Equity capital of the Company has increased from Rs.39.05 Cr. to Rs.41.10 Cr.

8. Directors & Key Managerial Persons(KMP)

During the Financial Year, Mr. Ajit Jainâs term as Executive Director(KMP)ended on 31^st January, 2016,but he continues to work as Chief Operating Officer. Mr. Amit Rajan, Director of the Company resigned from the Board w.e.f. 28^th April, 2016. The Directors wish to place on record, appreciation of contribution made by Mr. Ajit Jain and Mr. Amit Rajan during their tenure as Director of the Company.

9. Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (LOdR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

10. Meetings of the Board

Five Board Meetings were held during the Financial Year ended 31^st March, 2016. The Details of the Board Meetings with regard to their dates and attendance of each of the Directors has been provided in the Corporate Governance Report as a separate section in Annexure C of Annual Report.

11. Performance Evaluation

Pursuant to the provision of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out the annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria

a. For Independent Directors

Knowledge and Skills, Professional conduct, Duties, Role and Functions.

b. For Executive Directors

Performance as Team Leader / Member, New initiative / expansion, Achievements in the Key responsibility areas, Professional Conduct, Integrity, Sharing of information with the Board, Customer satisfaction and investor relations.

c. For Board and its Committees

Attendance and participation of the members, Advising in implementation of good Corporate practices, Reviewing and guiding corporate strategy, risk policy, annual budgets, oversees major capital expenditure etc., Succession planning, Financial integrity, appropriate systems of control in relation of financial operation and compliances of various laws.

The Directors have expressed their satisfaction with the evaluation process.

12. Audit Committee

The members of Audit Committee comprises of two Independent Directors, Dr. Arvind K. Mehta and Mr. Vishnu N. Khanna and Executive Vice Chairman Mr. Surendra Somani. The Committee inter alia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations including related party transactions. The Committee also reviews in detail the Financial Statements before they are placed before the Board. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

13. Vigil Mechanism

14. Internal Control Systems and their adequacy

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

15. Fixed Deposits

During the financial year, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. Corporate Social Responsibility (CSR)

In view of past carried forward losses, the Company has not done CSR spending.

17. Policy on Nomination and Remuneration

The contents of Nomination and Remuneration Policy of the Company are prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The summary of the same is provided in the Corporate Governance Report.

18. Related Party Transactions

All Related Party Transactions that were entered into during the financial year were in ordinary course of business and on armâs length basis. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the accounting standard (AS-18) has been made in the notes to the Financial Statements.

The policy for related party transactions as approved by the Board has been uploaded on the Companyâs website.

19. Corporate Governance

The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms part of the Annual Report which is given in Annexure C. The requisite certificate from GMJ & Associates, Practicing Company Secretaries of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid SEBI (LODR) Regulations is attached to the Report on Corporate Governance.

20. Loans, Guarantee or Investments

21. Rating

The Rating issued by CRISIL for long term is CRISIL BBB-/stable and short term rating is CRISIL A3

22. Auditors

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules 2014, M/s. Batliboi & Purohit, Chartered Accountants (Firm Regn. No.101048W) has been appointed as Statutory Auditors of the Company till the conclusion of next Annual General Meeting. Further, pursuant to the requirement of section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the F.Y. 2016-17. M/s. Batliboi & Purohit have submitted a Certificate confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Act.

There is no qualification, reservation, adverse remark or disclaimer by Statutory Auditors in their report for the financial year ended 31st March, 2016 except for emphasis of matter in Note 43 of Financial Statement for which management is of the opinion that no provision is required in respect of investment made in subsidiary company, Kopran Research Laboratories Limited as it is strategic and long term.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s. GMJ & Associates, Practicing Company Secretaries (Firm Regn. No.1432) to conduct the Secretarial Audit of the Company for the F.Y. 2016- 2017. M/s. GMJ & Associates has issued the Secretarial Audit Report for F.Y. 2015-16, given in Annexure D.

Secretarial Audit Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer.

c) Internal Auditors

The Board of Directors has appointed M/s. NGS & Co. LLP, Chartered Accountants (Firm Regn. No.119850W) as Internal Auditor of the Company for the F.Y. 2016-17.

23. Directorsâ Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies listed in the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2016 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Material changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. 31^st March, 2016. Further, it is hereby confirmed that there has been no change in the nature of the business of the Company.

25. Extracts of Annual Return

Pursuant to Section 92 (3) of the Companies Act,2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014,the extract of Annual Return in Form MGT-9 is attached as Annexure E.

26. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

The information on Conservation of energy, Technology absorption and Foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure F.

27. Details of Unclaimed Suspense Account

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (LODR) Regulations, 2015 is annexed herewith as Annexure G.

28. Particulars of employees and related disclosures

On behalf of the Board of Directors

Surendra Somani

Executive Vice Chairman

30^th May, 2016

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 55th Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs in Lacs)

Particulars For the Financial For the Financial Year 2013-14 Year 2012-13

Total Revenue 30,330 25,194

Profit before Depreciation, Interest and Tax 4,396 3,601

Net Profit /(Loss) for the period 1,704 1,206

FINANCIAL PERFORMANCE

Standalone

Net revenue from operations on standalone basis increase to Rs. 30,330 Lacs as against Rs. 25,194 Lacs in the previous year, a growth of 20% . The profit after tax for the current year is Rs.1,704 Lacs as against Rs. 1,206 Lacs in the previous year, a growth of 41%.

Consolidated

On consolidated basis your Company achieved net revenue of Rs. 30,481 Lacs as against Rs. 25,203 Lacs a growth of 21% Consolidated net profit after tax for the current year is Rs.1,718 Lacs as against Rs.1, 112 Lacs in the previous year, a growth of 54%.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K) Ltd. and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the company.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Therefore Board of Directors at its Meeting held on 28th May, 2014 has decided not to attach Annual Report of the Subsidiary Companies with this Annual Report.

A shareholder can inspect the accounts of Subsidiary Companies at the Registered Office of the Company and Company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. are prepared according to relevant Accounting Standards are attached hereto.

DIVIDEND

In view of the past losses the Board of Directors do not recommend any dividend on equity or preference shares

CREDIT RATING

CRISIL has assigned the Long Term Credit Rating CRISIL BBB- and Short Term Credit Rating is CRISIL A3.

SECRETARIAL AUDIT

GMJ & Associates Practicing Company Secretaries, conducted secretarial audit, pursuant to the provisions of section 383A of the Companies Act, 1956 for the Financial Year 2013-14. GMJ & Associates has submitted the report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities.

DIRECTORS'' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31st March, 2014 on a going concern basis.

CASH FLOW STATEMENT

In conformity with provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2014 is included in this Annual Report.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company enjoyed warm and healthy relations with its employees at all locations and Directors take this opportunity to record their appreciation for the outstanding contribution made by employees at all levels.

DIRECTORS

The Board of Directors of your Company have re-appointed Mr. V.N. Khanna, Dr. A.K. Mehta, Independent Directors and Mr. Surendra Somani, Executive Vice-Chairman of the Company, who being eligible, offer themselves for re-appointment.

The appropriate resolutions for their re-appointment as Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other informations have been detailed in the Notice. The Board of Directors recommends for their appointments as Directors in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2014-2015.

The observation of the Auditors in their Report on accounts read with relevant notes are self explanatory.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor''s Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure I and forms part of this Report.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure II and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are required to be attached to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Annual Accounts of your Company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and their associates.

For & on behalf of the Board Surendra Somani Executive Vice Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai- 400018

Place : Mumbai D ate : 28th May, 2014

Mar 31, 2013

TO, THE MEMBERS

The Directors have pleasure in presenting the 54th Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lakhs)

Particulars For the Financial For the Financial Year 2012-13 Year 2011-12

Total Revenue 25,194 20,447

Profit before Depreciation, Interest and Tax 3,601 2,725

Net Profit /(Loss) for the period 1,206 617

DIVIDEND

In view of the past losses the Board of Directors do not recommend any dividend on equity or preference shares.

FINANCIAL PERFORMANCE Standalone

The company achieved total revenue of Rs. 25,194 lakhs in the current year as against total revenue of Rs. 20,447 lakhs in the previous year. During the year, the company earned net profit of Rs. 1,206 lakhs (Previous Year: Rs. 617 lakhs), thus achieving a growth of 96% in profits.

Consolidated

Consolidated revenue for the year was Rs. 25,203 lakhs as against consolidated revenue of Rs. 20,456 lakhs in the previous year. Consolidated net profit for the year was Rs. 1,114 lakhs (Previous Year: Rs. 534 lakhs) thus achieving a growth of 109% in consolidated profits.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K) Ltd. and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the company.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Therefore Board of Directors at its Meeting held on 29th May, 2013 has decided not to attach Annual Report of the Subsidiary Companies with this Annual Report.

A shareholder can inspect the accounts of Subsidiary companies at the Registered office of the company and company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and prepared according to relevant Accounting Standards are attached hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31st March, 2013 on a going concern basis.

CASH FLOW STATEMENT

In conformity with provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2013 is included in this Annual Report.

LISTING

Your Company is listed with Bombay Stock Exchange Ltd at P.J.Towers, Dalal Street ,Mumbai-400001 and National Stock Exchange of India Limited at Bandra Kurla Complex, Bandra (E),Mumbai. Listing Fee for the year 2013-14 has been paid by the Company within the time prescribed by the Stock Exchanges.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company enjoyed warm and healthy relations with its employees at all locations and Directors take this opportunity to record their appreciation for the outstanding contribution made by employees at all levels

DIRECTORS

Mr. Susheel G.Somani and Mr. Amit Rajan, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

Mr.Vijay Kumar Bhandari has been appointed as a Director in the company w.e.f. 12th February, 2013. Mr. Ajit Jain has been reappointed as the Whole time Director of the Company w.e.f. 1st February, 2013.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2013-2014.

The observations of the Auditors in their Report and Notes there on are self explanatory.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor''s Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure I and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure II and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

As none of the employee was paid remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act 1956 , hence particulars under this section read with Particulars of employees(Rules), 1975 need not to be given.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

Registered Office: For & on behalf of the Board

Parijat House, 1076,

Dr. E. Moses Road,

Worli, Mumbai- 400018 Susheel G. Somani

Chairman Place : Mumbai

Date : 29th May, 2013

Mar 31, 2012

The Directors have pleasure in presenting the 53rd Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31-March-2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars For the Financial For the Financial Year 2011-12 Year 2010-11

Total income 20,447 19,876

Profit before Depreciation, Interest and Tax 2,725 2,497

Profit /(Loss) for the period 617 540

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

FINANCIAL PERFORMANCE

Standalone

The company achieved total revenue of Rs. 20,447 lacs in the current year as against total revenue of Rs. 19,876 lacs in the previous year.

During the year, the company earned net profit to 7617 lacs (Previous Year: Rs. 540 lacs), thus achieving a growth of 14% in profits.

Consolidated

Consolidated revenue for the year was 720,456 lacs as against consolidated revenue of Rs. 19,883 lacs in the previous year.

Consolidated net profit for the year was 7534 lacs (Previous Year: Rs. 453 lacs), thus achieving a growth of 18% in consolidated profits.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd. and Kopran Lifesciences Ltd. are the existing subsidiaries of the company and are wholly owned.

As required under Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under section 211(3C) of the Companies Act, 1956. These Financial Statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A shareholder can inspect the accounts of Subsidiary companies at the Registered office of the company and company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. are prepared according to relevant Accounting Standards are attached hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31-March-2012, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31-March-2012 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor's Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

PARTICULARS OF EMPLOYEES

As none of the employee was paid remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956, hence particulars under this section read with Particulars of Employees (Rules), 1975 need not to be given.

DIRECTORS

Mr. V.N. Khanna and Dr. A.K. Mehta, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

Dr. Suresh Parikh has resigned from the Board of Directors of the company w.e.f. 13th July, 2012.

Mr.Amit Rajan has been appointed as a Director in the company w.e.f. 13th July, 2012.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2012-2013.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and employees of the Company.

For and on behalf of the Board

Susheel G. Somani Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai - 400 018

Date: 13 July, 2012

Mar 31, 2011

THE MEMBERS

The Directors have pleasure in presenting the 52nd Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars For Year ended For Year ended 31st March, 2011 31st March, 2010

Total Operating Income 19473 16429

Profit before Depreciation, Interest & Tax 2385 2052

Profit / (Loss) After Tax but before exceptional item 540 322

Exceptional Items of Income - 675

Profit / (Loss) for the period 540 997

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

REVIEW OF OPERATIONS

During the year, the company achieved a net profit before exceptional items of Rs. 540 lacs as against the net profit of Rs. 322 lacs in the previous year. The company achieved Operating Revenue of Rs. 19473 lacs against Rs. 16429 lacs in the previous year, thus achieving a growth of about 19% during the year.

SUBSIDIARIES

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under section 211(3C) of the 'Companies Act, 1956'. These Financial Statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended 31 st March, 2011 is included in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 IT IS HEREBY CONFIRMED THAT :

I. In the preparation of the Final Accounts for the year ended 31st March, 2011, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31st March, 2011 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor's Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as Annexure IV.

DIRECTORS

Mr. Adarsh Somani, Whole Time Director of the company has resigned w.e.f. 14th May, 2011, Mr. Susheel G.Somani and Dr. Suresh K. Parikh, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2011-12.

The observation of Auditors in their Report at Item No. 4f and the relevant Note No. 9 of Schedule No. 18 are self explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behalf of the Board

Susheel G. Somani Surendra Somani Chairman Executive Vice-Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai - 400 018

Date : 29th July, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 51st Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31-March-2010

FINANCIAL RESULTS

( Rs. in Lakhs)

Particulars For year ended For year ended

31-March-2010 31-March-2009

Total Operating Income 16429 11883

Profit before Depreciation, Interest & Tax 2052 647

Profit (Loss) After Tax but before exceptional item 322 (1319)

Exceptional Items of Income 675 -

Profit / (Loss) for the period 997 (1319)

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

REVIEW OF OPERATIONS

During the year, the companys operations turned around and the company achieved a net profit before exceptional items of Rs. 332 lacs as against the net loss of Rs. 1319 lacs in the previous year. The net profit after exceptional items, during the year, was Rs. 997 lacs. The turnaround was achieved on the back of higher volumes and better margins. The company achieved Operating Revenue of Rs. 16429 lacs against Rs.11883 lacs in the previous year, thus achieving a growth of 38% during the year.

CREDIT RATING

Koprans credit rating has improved and Crisil has upgraded and assigned rating of B- (stable) to the companys bank borrowings in July, 2010 which was upgraded from B-(negative).

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 the Audited Statements of Accounts along with the Reports of the Directors and the Auditors thereon, of the subsidiary companies viz. Kopran Research Laboratories Ltd. and Kopran (H. K.) Ltd are attached herewith and form part of this Report. A statement containing details of subsidiaries, as required u/s 212 of the Companies Act 1956, is also annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed that:

I. In the preparation of the Final Accounts for the year ended 31-March-2010, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31-March-2010 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditors Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation Of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure Ml and forms part of this Report.

PARTICULARS OF EMPLOYEES

The particulars of employees qualifying under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as Annexure IV.

DIRECTORS

Mr. V. N. Khanna and Dr. A. K. Mehta, Directors, retire by rotation and being eligible offer themselves for reappointment. Mr. Ajit Jain, COO of the company, was appointed as Director & COO of the company w.e.f. 01st February, 2010 and his appointment is subject to the approval of shareholders and Central Government. Mr. Ajit Jain as a Director shall be liable to retire by rotation.

The Board of Directors commend their appointments as Directors, as being in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2010-11.

The observations of Auditors in their Report at Item No. 4 f (i,ii,iii) and the relevant Notes to Accounts at Item Nos. 9 ,10 and 18 of Schedule No. 18 are self explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behaif of the Board

Susheel G. Somani Surendra Somani

Chairman Executive Vice-Chairman

Registered Office:

Parijat House, 1076, Dr. E. Moses Road,

Worli, Mumbai 400 018

Date: 10th August, 2010

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