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Directors Report of Lactose (India) Ltd.

Mar 31, 2016

The Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2016.

FINANCIAL STATEMENT:

(Rs. In Lacs)

Particulars

2015-16

2014-15

Operating Income

3571.50

2401.93

Expenditure

2848.72

-2122.85

Profit before Depreciation and Tax

722.78

-109.69

Depreciation

334.32

194.39

Profit before Tax

388.47

84.70

Prior period Items

0.00

1.10

Profit before Tax

388.47

85.80

Provision for Current Tax

83.37

0.00

Deferred Tax

104.11

33.97

Minimum Alternate Tax Credit Entitlement

-79.20

--

Taxation of Earlier Years

-0.06

1.88

After Tax

280.25

49.95

DIVIDENDS:

To conserve the resources for future expansion of business your Directors do not recommend any dividend on Equity Shares for the financial year under review.

REVIEW OF OPERATIONS:

During the year under review, revenue of the Company was Rs.3571.50 lakhs as compared to Rs. 2401.93 lakhs in the corresponding previous year. The Company earned a profit after tax of Rs. 388.47 lakhs as compared to Rs. 85.88 lakhs in the previous year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves during the year.

DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

SHARE CAPITAL

The Authorized Capital of the Company is 1,20,00,000 Equity shares of the Company of Rs. 10/- each. During the year under review 4,20,000 Convertible Warrants were converted into 4,20,000 Equity Shares hence the paid capital of the Company as on 31.03.2016 is 88,39,000 Equity shares of the Company of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity. As on March 31, 2016, none of the Directors of the Company hold any convertible instruments of the Company.

DIRECTORS

Mr. Abhijit Periwal retires by rotation and being eligible offer himself for reappointment. Except this there are no other changes in the Directors of the Company.

The profile of the Directors to be re-appointed at the annual general meeting is given in the annexure to the notice.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a separate section forming part of the Annual Report.

BOARD MEETINGS

Pursuant to Section 134(3) (b), details of Board meeting held in the year is in the Annexure III of this Director''s Report.

During the year Eleven (11) Board Meetings and four (4) Audit Committee Meetings were conveyed 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.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 23.03.2016.

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 Nomination and Remuneration Policy is posted on the website of the Company.

POLICY UNDER THE SEBI(LISTING OBLIGATION AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015

Company has adopted following polices as required under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015:

1. Policy on Preservation of Documents Regulation 9

2. Policy on Archival Regulation 30 (8)

3. Policy on Determining Material

Events & Information Regulation 30

Policy on Archival and Policy on Material Event & Information are also placed on the website of the Company.

STATUTORY AUDITOR& AUDIT REPORT

The Board of Directors in their meeting held on 28 May, 2015, on the recommendation of the Audit Committee, in accordance with the provisions of Section 139 of the Companies Act, 2013 had appointed M/s S G C O & Co., Chartered Accountants, to act as the Auditors of your Company till the conclusion of the 25th Annual General Meeting.

The Board of Directors in their meeting held on 30 May, 2016, on the recommendations of the Audit Committee, in accordance with the provisions of Section 141 of the Companies Act, 2013, recommended M/s S G C O & Co, Chartered Accountants as the Auditors of your Company till the conclusion of the next Annual General Meeting. The Company has received a certificate from the Auditors to the effect that the proposed appointment, if made, will be in accordance with the limits specified under Section 139 (9) of the Companies Act, 2013.

The Auditors Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR& SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) rules, 2014, the Company has appointed ND & Associates, a firm of Company Secretaries in Practice to undertake the secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure A”

The Secretarial Auditors Report for the financial year 201516, does not contain any qualification, reservation or adverse remark.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at Bombay Stock Exchange Limited. The Annual listing fee for the year 2016-17 has been paid.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Systems commensurate with the size, scale and complexity of its operation. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The policy is placed the on the website of the Company. The web link for the same is: -http://www.lactoseindialimited.com/pdf/annualreports/Vigil%20 Mechanism%20Whistle%20Blower%20Policy.pdf

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report as an “Annexure C”.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

As prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

FOREIGN CURRENCY EARNING AND OUTGO

Rs. in Lacs

i) CIF Value of Imports 215.48

ii) Expenditure in foreign currency 1.94

iii) Foreign Exchange earned 98.13

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as “Annexure B” to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) , extract of Annual Return in Form MGT-9 has been annexed to this Annual Report in Annexure “B”.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statement.

SAFETY, HEALTH AND ENVIRONMENT

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact, your Company''s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

DIRECTORS’ RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT 2013

The Directors state that: -

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

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2016 and of the profit for the year ended on that date;

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

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

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE:

As per the SEBI(Listing Obligation and Disclosure Requirements) Regulation, 2015 regulations regarding corporate governance is not applicable to our Company, however the Company has been observing best governance practices and is committed to adhere to the corporate governance requirements on an ongoing basis.

A separate section on Corporate Governance forms part of this Annual Report.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. G. K. Srada (Chairman), Mr. Pramod Kalani and Mr. Abhijit Periwal as other members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. Four meetings of the Audit Committee were held during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee has met once during the year. With the compulsory dematerialization of the Company''s shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the year-end 52.85% of the total shares were dematerialized with no unresolved pending investor grievances.

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2015-2016, no complaints were received by the Company related to sexual harassment.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels.

APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers viz. Oriental Bank of Commerce and ICICI Bank Limited.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board

Sd/-

PLACE : MUMBAI (CHAIRMAN)

DATE : 10..08.2016 (DIN255202)


Mar 31, 2015

The Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2015.

FINANCIAL STATEMENT:

Rs.In Lacs) 2014-15 2013-14

Operating Income 2401.93 2276.49

Expenditure (2122.85) (2219.09)

Profit before Depreciation and Tax 279.09 57.40

Depreciation 194.39 241.95

Profit before Tax 84.70 (184.55)

Prior period Items 1.10 190.00

Profit before Tax 85.80 5.45

Provision for Current Tax - -

Deferred Tax 33.97 1.28

Minimum Alternate Tax Credit Entitlement - -

Taxation of Earlier Years 1.88 1.55

After Tax 49.95 2.62

DIVIDENDS:

To conserve the resources for future expansion of business your Directors do not recommend any dividend on Equity Shares for the financial year under review.

REVIEW OF OPERATIONS:

A detailed analysis of the performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report AS AN "ANNEXURE E"

DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

DIRECTORS

Mr. Shyam Sunder Toshniwal retires by rotation and being eligible offer himself for reappointment and Mr. Abhijit Periwal appointed as an additional director with effect from 09.02.2015. Except this there are no other changes in the Directors of the Company.

BOARD EVALUATION

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

TRAINING OF INDEPENDENT DIRECTORS:

Your Company's Independent Directors are highly qualified and have been associated with corporate and business organizations. They have been associated with your Company since last several years, hence they all understand Company's business and activities very well, however, for the newly appointed non executive Director and for all other non executive Independent director, the Board has shown Company's business activities and were also introduced to Company's staff pursuant to the provisions of Clause 49 of the Listing agreement.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD MEETINGS

Pursuant to Section 134(3) (b), details of Board meeting held in the year is in the Annexure III of this DIRECTOR'S Report. During the year Nine (9) Board Meetings and Four (4) Audit Committee Meetings were conveyed 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.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 and Clause 49 of the listing agreement was held on 13.02.2015. 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.

AUDITORS:

STATUTORY AUDITOR & AUDIT REPORT

The Board of Directors in their meeting held on 29th May, 2014, on the recommendation of the Audit Committee, in accordance with the provisions of Section 139 of the Companies Act, 2013 had appointed M/s S G C O & Co., Chartered Accountants, to act as the Auditors of your Company till the conclusion of the 24th Annual General Meeting.

The Board of Directors in their meeting held on 28 May, 2015, on the recommendations of the Audit Committee, in accordance with the provisions of Section 141 of the Companies Act, 2013, recommended M/s S G C O & Co, Chartered Accountants as the Auditors of your Company till the conclusion of the next Annual General Meeting. The Company has received a certificate from the Auditors to the effect that the proposed appointment, if made, will be in accordance with the limits specified under Section 139 (9) of the Companies Act, 2013.

The Auditors Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) rules, 2014, the Company has appointed ND & Associates, a firm of Company Secretaries in Practice to undertake the secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A" The Secretarial Auditors Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Systems commensurate with the size, scale and complexity of its operation.

The internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The policy is in the process of posting the same on the website of the Company.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report as an "Annexure C".

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

As prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company has been annexed herewith as "Annexure B".

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) , extract of Annual Return in Form MGT-9 has been annexed to this Annual Report in Annexure "D". RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statement.

SAFETY, HEALTH AND ENVIRONMENT Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact your Company's goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

DIRECTORS' RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT 2013

The Directors state that: -

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

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 3151 March 2015 and of the profit for the year ended on that date;

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

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

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively.

fl The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forms part of this Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

CASH FLOW STATEMENT:

The cash flow statement for the year 2014 - 2015 is attached to the Balance Sheet.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels.

APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers viz. Oriental Bank of Commerce.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board

PLACE : MUMBAI DATE : 02.07.2015 (CHAIRMAN)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2014.

FINANCIAL STATEMENT:

Rs. In Lacs) 2013-14 2012-13

Operating Income 2276.49 4735.39

Expenditure (2219.09) (4421.09)

Profit before Depreciation

and Tax 57.40 314.30

Depreciation 241.95 177.47

Profit before Tax (184.55) 136.83

Prior period Items 190.00 2.84

Profit before Tax 544 139.67

Provision for Current Tax 0.00 (46.89)

Deferred Tax 1.28 0.72

Minimum Alternate Tax Credit

Entitlement - -

Taxation of Earlier Years 1.55 3.92

After Tax 262 97.42

DIVIDENDS:

To conserve the resources for future expansion of business your Directors do not recommend any dividend on Equity Shares for the financial year under review.

REVIEW OF OPERATIONS:

During the year under review, the Company achieved sales 2276.49 Lacs, (Previous Year Rs. 4735.39 Lacs). The Company has earned a profit after tax of Rs. 2.62 lacs, compare to last year''s profit of Rs. 97.42 Lacs. The Company has achieved EPS of Rs. 0.03 against Rs. 1.34 in the previous year. A detailed analysis of the performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forms part of this Annual Report and the Management''s Discussion and Analysis report forms part of this report.

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that -

* In the preparation of the annual accounts, the applicable accounting standards have been followed.

* The accounting policies selected and applied on a consistently basis give a true and fair view of the state of affairs of the Company and of the profit for the financial year;

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

* The annual accounts have been prepared for the financial year ended 31st March 2014 on an ongoing concern basis.

CASH FLOW STATEMENT:

The cash flow statement for the year 2013 - 2014 is attached to the Balance Sheet.

DIRECTORS:

During the year under review Mr. S. M. Maheshwari resigned from the Board. The Board would further take this opportunity to announce the sad demise of it''s Ex - Chairman cum Managing Director Mr. S. M. Maheshwari who was the founder member / promoter of the Company. The Board appreciated his efforts and contribution in setting up the Company and bringing it to this stage. The Board of Directors mourns his death and pray god that his soul rest in peace. Mr. Atul Maheshwari was appointed as Managing Director in his place and Mrs. Sangita Maheshwari was appointed as Whole Time Director of the Company. Mr. Shyamsunder Bhorilal Toshniwal was appointed as an Additional Director and Mr. Mahendra Singhi resigned from the post of Director. Except this there are no changes in the directors of the Company.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

PERSONNEL:

Information in accordance with sub-section (2A) of Section 217 Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Director''s Report is given as Annexure "A" to this Report.

AUDITORS:

Ms. Singrodia Goyal & Co., Chartered Accountants, Mumbai the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting; however, they have shown their willingness to continue as the auditors of the Company. Hence the Company proposes to re-appoint Ms. Singrodia Goyal & Co. Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTFLOW:

(A) CONSERVATION OF ENERGY:

The Company has taken following measures for conservation of Energy

* Regular preventive maintenance of pumps and Air compressors, steam traps, Joints, steam Leakage to reduce transmission loss and to get maximum output

* Keeping lights and Air conditioning systems off during non-working hours

* Maintenance of Power factor

* Reduced use of water by better process and control Specific Measures

* Replaced traditional tube lights by LED power saving tube lights

(B) TECHNOLOGY ABSORPTION:

The Company has not incurred any expenditure of either capital or of recurring nature on Research and Development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company has earned Rs. 563.75 Lacs foreign exchange and has incurred an expenditure of Rs. 1.00 Lacs on foreign travel, Commission, import of Crude Lactose and others.

(D) POLLUTION AND ENVIRONMENTAL CONTROL:

The Company has taken adequate steps regarding the disposal of effluent requiring Pollution or Environment control. Looking at Further expansion planning, Company has become members of central Effluent Treatment Plant. The company has commissioned new Effluent water processing plant

APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers viz. Oriental Bank of Commerce.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board

PLACE : MUMBAI DATE : 14th August, 2014 (CHAIRMAN)


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31s1 March, 2013.

FINANCIAL STATEMENT:

{Rs. In Lacs) 2012-131 2011-2012

Operating Income 4735.39 4018.75

Expenditure (4421.09) (3721.57)

Profit before Depreciation and Tax 314.30 297.15

Depreciation 177.47 165.43

Profit.before Tax 136.83 131.72

Prior period Items 2.84 (29.12)

Profit before Tax 139.67 102.60

Provision for Current Tax (46.89) (31.00)

Deferred Tax 0.72 18.06

Minimum Alternate Tax

Credit Entitlement - (19.48)

Taxation of Earlier Years 3.92 (1.18)

After Tax 97.421 69.00



DIVIDENDS:

To conserve the resources for future expansion of business your Directors do not recommend any dividend on Equity Shares for the financial year under review.

REVIEW OF OPERATIONS:

During the year under review, the Company achieved sales 4735.39 Lacs, (Previous Year Rs. 4018.75 Lacs) showing a growth of 17.83 % compared to the previous year. The Company has earned a profit after tax of Rs. 97.42 lacs, compare to last year''s profit of Rs. 69.00 Lacs. The Company has achieved EPS of Rs.1.34 against Rs. 0.95 in the previous year. A detailed analysis of the performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forms part of this Annual Report and the Management''s Discussion and Analysis report forms part of this report.

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

DIRECTORS''RESPONSIBILITY STATEMENT:

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that -

- In the preparation of the annual accounts, the applicable accounting standards have teSenfollowed;

- The accounting policies selected and applied.on a consistently basis give a true and fair view of the state of affairs of the Company and of the profit for the financial year; *

- Proper and sufficient care has been taken for the j maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

- The annual accounts have been prepared for the financial year ended 31s1 March 2013 on an ongoing concern basis.

CASH FLOW STATEMENT:

The cash flow statement for the year 2012 - 2013 is attached to the Balance Sheet.

DIRECTORS:

During the year under review there are no changes in the directors of the Company.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

PERSONNEL:

Information in accordance with sub-section (2A) of Section 217 Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Director''s Report is given as Annexure "A" to this Report.

AUDITORS:

Ms. Singrodia Goyal & Co., Chartered Accountants, Mumbai the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting; however, they have shown their willingness to continue as the auditors of the Company. Hence the Company proposes to re-appoint Ms. Singrodia Goyal & Co. Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTFLOW:

(A) CONSERVATION OF ENERGY:

The Company has taken following measures for conservation of Energy

Regular preventive maintenance of pumps and Air compressors, steam traps, Joints, steam Leakage to reduce transmission loss and to get maximum output Keeping lights and Air conditioning systems off during non-working hours Maintenance of Power factor Reduced use of water by better process and control Specific Measures

Replaced traditional tube lights by LED power saving tube lights

(B) TECHNOLOGY ABSORPTION: The Company has not incurred any expenditure of either capital or of recurring nature on Research and Development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO.

The company has earned Rs. 1114.88 Lacs foreign exchange and has incurred an expenditure of Rs. 317.38 Lacs on foreign travel, Commission, import of Crude Lactose and others.

(D) POLLUTION AND ENVIRONMENTAL CONTROL: The Company has taken adequate steps regarding the 5 - disposal of effluent requiring Pollution or Environment control/Looking at Further expansion planning, Company has become members of central Effluent Treatment Plant.

The company has commissioned new Effluent water processing plant

APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers viz. Oriental Bank of Commerce.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.



For and on Behalf of the Board

PLACE : MUMBAI

DATE : 24th April, 2013 (CHAIRMAN)


Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2012.

FINANCIAL STATEMENT:

(Rs In Lacs)

2011-20121 2010-2011

Operating Income 4018.75 2719.21

Expenditure (3721.57) (2495.52)

Profit before Depreciation and Tax 297.15 223.69

Depreciation 165.43 159.34

Profit before Tax 131.72 64.34

Prior period Items (29.12) 12.26

Profit before Tax 102.60 76.60

Provision for Current Tax (31.00) (14.46)

Deferred Tax 18.06 (5.60)

Minimum Alternate Tax Credit Entitlement (19.48) 19.48

Taxation of Earlier Years (118) (0.75)

Profit After Tax 69.00 75.27

DIVIDENDS:

To conserve the resources for future expansion of business your Directors do not recommend any dividend on Equity Shares for the financial year under review.

REVIEW OF OPERATIONS:

During the year under review, the company achieved sales 4018.72 Lacs, (Previous Year 2719.21 Lacs) showing a growth of 47.80 % compared to the previous year. The Company has earned a profit after tax of Rs. 69.00 Lacs, compared to last year's profit of Rs. 75.27 Lacs. The Company has achieved EPS of Rs. 0.95 against 1.03 in the previous year. A detailed analysis of the performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

Your Company has also proposed to increase the production capacity of manufacturing of Lactose Monohydrate to 12,000mt as compared to current capacity of 3000mt per year.

Your Company has received approval from UNFCC & will start earning carbon credits in near future.

CORPORATE GOVERNANCE:

'The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forms part of this Annual Report and the Management''s Discussion and Analysis report forms part of this report.

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

in' compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that -

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- The accounting policies selected and applied' on a consistently basis give a true and fair view of the state of

affairs of the Company and of the profit for the financial year;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

- The annual accounts have been prepared for the fin & uncial year ended 31st March 2012 on an ongoing concern basis.

CASH FLOW STATEMENT:

The cash flow statement for the year 2011 - 2012 is attached to the Balance Sheet.

DIRECTORS:

During the year Mr. Omprakash Singh has resigned and in his place Mr. Mahindra Singhi was appointed as an Additional Director. Except this there are no changes in the directors of the Company.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

PERSONNEL:

Information in accordance with sub-section (2A) of Section 217 Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Director''s Report is given as Annexure "A" to this Report.

AUDITORS:

Ms. Singrodia Goyai & Co., Chartered Accountants, Mumbai the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting; however, they have shown their willingness to continue as the auditors of the Company. Hence the Company proposes to re-appoint Ms. Singrodia Giyani & Co. Chartered Accountants. Mumbai as the Statutory Auditors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTFLOW:

(A) CONSERVATION OF ENERGY:

The Company has taken following measures for conservation of Energy

- Regular preventive maintenance of pumps and Air compressors, steam traps, Joints, steam Leakage to reduce transmission loss and to get maximum output

- Keeping lights and Air conditioning systems off during non-working hours

- Maintenance of Power factor

- ReducJed use of water by better process and control Specific Measures

- Planning to Install Condensate Recovery system to enhance Conservation of energy

(B) TECHNOLOGY ABSORPTION:

The Company has not incurred any expenditure of either capital or of recurring nature on Research and Development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company has earned Rs. 753.20 Lacs foreign exchange and has incurred an expenditure of Rs. 1900.00 Lacs on foreign travel, Commission, import of Crude Lactose and others.

(D> POLLUTION AND ENVIRONMENTAL CONTROL:

The Company has taken adequate steps regarding the disposal of effluent requiring Pollution or Environment control. Looking at Further expansion planning, Company has become members of central Effluent Treatment Plant. Additionally the company is in process to set up State of Art zero discharge Facility for Effluent water processing plant.

APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers viz. Oriental

Bank of Commerce.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board

PLACE : MUMBAI

DATE : 28th May, 2012 (CHAIRMAN)


Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2010.

FINANCIAL STATEMENT:

Rs. In Lacs)

2009-2010 2008-2009

Operating Income 2574.93 2180.20

Expenditure (2335.72) (2020.95)

Profit before Depreciation and Tax 239.21 159.25

Depreciation 145.43 138.23

Profit before Tax 93.78 21.02

Prior period Items 0.00 0.00

Profit before Tax 93.78 21.02

Provision for Current Tax (14.72) (5.33)

Deferred Tax (25.17) (7.27)

FBT 0.00 (3.25)

Taxation of Earlier Years (4.37) (0.63)

Profit After Tax 49.52 4.55



DIVIDENDS:

To conserve the resources for future expansion of business your Directors do not recommend any dividend on Equity Shares for the financial year under review.

REVIEW OF OPERATIONS:

During the year under review, the company achieved sales 2574.93 Lacs, (Previous Year 2180.20Lacs) showing a growth of 18.10 % compared to the previous year. The Company has earned a profit after tax of Rs. 49.52 Lacs, compared to last years profit of Rs. 4.55 Lacs. The Company has achieved EPS of Rs 0.71 against 0.07 in the previous year. A detailed analysis of the performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

Your Company has also installed and commissioned Agro waste fired boiler and has applied for availing of Carbon Credits against the use of Agro waste instead of Fossil fuel

CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forms part of this Annual Report and the Managements Discussion and Analysis report forms part of this report.

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The Company had passed a special resolution under Section 81 (1A) of the Companies Act, 1956 for the preferential issue of 9,85,000 Convertible Warrants at Rs. 10/- each for cash at par convertible at the option of the holder into one Equity share of Rs. 10/- each at its extra ordinary general meeting held on 18.12.2008. The necessary in-principle approval was obtained from the Mumbai Stock Exchange and the Company has allotted 9,85,000 Convertible Warrants of Rs. 10/- each for cash at par at its Board Meeting held on 06.01.2009. Thereafter the Company has converted entire 9,85,000 Convertible warrants into 9,85,000 equity shares in three different trenches dated 06.03.2009, 15.01.2010 & 01.06.2010.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that -

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- The accounting policies selected and applied on a consistently basis give a true and fair view of the state of affairs of the Company and of the profit for the financial year;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

- The annual accounts have been prepared for the financial year ended 31st March 2009 on an ongoing concern basis.

CASH FLOW STATEMENT:

The cash flow statement for the year 2009 - 2010 is attached to the Balance Sheet.

DIRECTORS:

During the year Mr. Abhijeet Periwal resigned as a Director and Mr. Pramod Kalani was appointed as an additional Direc- tor of the Company. Except this there are no changes in the directors of the Company.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

PERSONNEL:

Information in accordance with sub-section (2A) of Section 217 Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Director’s Report is given as Annexure "A" to this Report.

AUDITORS:

Ms. Singrodia Goyal & Co., Chartered Accountants, Mumbai the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting; however, they have shown their willingness to continue as the auditors of the Company. Hence the Company proposes to re-appoint Ms. Singrodia Goyal & Co. Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

(D) POLLUTION AND ENVIRONMENTAL CONTROL:

The Company has taken adequate steps regarding the disposal of effluent requiring Pollution or Environment control. Looking at Further expansion planning , Company has become members of central Effluent Treatment Plant

APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers viz. Ori- ental Bank of Commerce.

Your Directors also wish to place on record their sincere appre- ciation for the valued contribution, unstinted efforts by the em- ployees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board

PLACE : MUMBAI

DATE : 09.08.2010 (CHAIRMAN)

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