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Directors Report of Makers Laboratories Ltd.

Mar 31, 2017

The Directors have pleasure in presenting the 32^nd Annual Report and Financial Statements for the year ended 31^st March, 2017.

FINANCIAL RESULTS

	For the year ended	For the year ended
	31.3.2017	31.3.2016
	(Rs. Lacs)	(Rs. Lacs)
Total Income	5861.53	6202.84
Profit before finance cost, depreciation and taxation	650.33	507.37
Less : Finance Cost	27.77	32.01
Depreciation & Amortization	108.44	125.02
Profit before tax	514.12	350.34
Provision for taxation
Current	132.00	140.00
Deferred	30.06	(15.43)
Tax provision for earlier years	-	(4.84)
Net Profit after Tax	352.06	230.61

TRANSFER TO RESERVES

The Company proposes to transfer Rs.100 lacs to the general reserve.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs.5861.53 lacs as compared with Rs.6202.84 lacs for the previous year, degrowth of 6%. The decrease in the income is mainly on account of lower price realization in few generic formulations marketed due to competitive nature of the market and also due to reduction in the selling prices of many formulations due to price reductions made under the drug pricing regime in the country.

During the financial year under report, the Company sold its bulk drugs manufacturing unit situated at MIDC, Dombivili (East), District - Thane. The profit made on sale of this manufacturing unit amounted to Rs.79.09 lacs (before tax).

During the financial year under report, the operations of the Company have resulted in a net profit of Rs.352.06 lacs as compared to a net profit of Rs.230.61 lacs in the previous financial year. The increase in the net profit is mainly on account of profit made on sale of Companyâs bulk drugs manufacturing unit situated at MIDC, Dombivili (East), District - Thane and also due to rationalization of operating costs.

(b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organized generic formulations distribution and retailing system are a cause of concern and is hampering the growth of generic formulations market.

During the year under report, there was no change in the nature of Companyâs business.

(c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted quality culture across the organization in all line and staff functions at all the locations. The quality culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company had 95 permanent employees as at 31^st March, 2017.

(e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Companyâs operations include competition, price realization, changes in government policies and regulations, tax regimes and economic development within India.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2017 is Rs.491.70 lacs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture company.

RESEARCH & DEVELOPMENT

During the year under report, the Company has started Research & Development (R&D) activities at Companyâs manufacturing unit situated at GIDC Industrial Estate, Naroda, Ahmedabad 382 330 (Gujarat). The Company is currently focussing on development of ophthalmic range of formulations at its new R&D Centre.

During the year under report, the Company has spent an amount of Rs.37.81 lacs as R&D expenditure (Rs. 35.60 lacs towards installation of R&D equipments and Rs.2.21 lacs towards R&D revenue expenses).

DIVIDEND

Your directors are pleased to recommend a equity dividend of Rs.1.00 per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs.49.17 lacs and dividend tax amounting to Rs.10.01 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Mr. Saahil Parikh retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Saahil Parikh is also being re-appointed as the Whole-time Director of the Company for a further period of 3 years with effect from 11^th August, 2017 and the necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh have been appointed as Independent Directors for a period of five years till 31^st March, 2019 at the annual general meeting held on 28^th July, 2014.

Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent directors during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the Company has appointed following persons as Key Managerial Personnel:

Mrs. Purnima Jain â Whole-time Director/CEO

Mr. Saahil Parikh - Whole-time Director / CFO

Ms. Khyati Danani - Company Secretary

During the year, Ms. Khushbu Thakkar, Company Secretary resigned from the services of the Company w.e.f. 15^th June, 2016 and in her place Ms. Khyati Danani was appointed as the Company Secretary w.e.f 9^th August, 2016.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges in case of appointment as an independent director; and

- the candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Companyâs business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

REMUNERATION POLICY

The objective and broad framework of the Companyâs Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors are disclosed on the website of the Company www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2017 and of the profit of the Company for the financial year;

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

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

vi) that your Directors have 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 requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Agarwal & Mangal., Chartered Accountants (Firm Registration No. 100061W), retire as auditors of the Company under the provisions of Section 139 of the Companies Act, 2013. They are not eligible for re-appointment as the auditors of the Company under the provisions of Section 139 (2) of the Companies Act, 2013. The Board places on record its appreciation for the services rendered by M/s. Agarwal & Mangal, Chartered Accountants as the Statutory Auditors of the Company for all these years.

In their place, it is proposed by the Company to appoint M/s. Natvarlal Vepari & Co., Chartered Accountants (Firm Registration No. 106971W) as the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Companyâs 37^th Annual General Meeting and the necessary resolution in this regard is proposed to be passed by the members of the Company at the ensuing Annual General Meeting.

The Auditorsâ Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Kale & Associates, Cost Accountants (Firm Registration. No. 101144) were appointed as the Cost Auditors to conduct audit of cost records of the Company for the financial year 2016-17.

The Cost Audit Report for the financial year 2015-16, which was due to be filed with the Ministry of Corporate Affairs by 26^th October, 2016 was filed on 25^th October, 2016.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2016-17.

The Secretarial Auditorsâ Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facility on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of Companyâs business.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company http://www.makerslabs.com/pdf/Corporate_Policy /Related_Party_Transactions.pdf.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions. Resolution of the shareholders is also obtained, wherever necessary, in this regard.

Related party transactions are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure 3 in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The necessary information in respect of top 10 employees of the Company in terms of remuneration drawn is furnished in Annexure 3.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Companyâs website www.makerslabs.com.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Companyâs website www.makerslabs.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Whole time Director / CEO is given at the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com.

PREVENTION OF INSIDER TRADING

The Board at its meeting held on 29^th May, 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.makerslabs.com.

All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 4 to this report.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is furnished as Annexure 5 to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by its bankers. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai Purnima Jain Saahil Parikh

11^th May, 2017 Whole time Director Whole time Director

Mar 31, 2016

TO THE MEMBERS

The Directors have pleasure in presenting the 31^st Annual Report and Financial Statements for the year ended 31^st March, 2016.

FINANCIAL RESULTS

For the year ended For the year ended

	31.3.2016	31.3.2015
	(Rs. Lacs)	(Rs. Lacs)
Sales and other Income (net of excise duty & sales tax)	6202.84	6537.97
Profit before finance cost, depreciation and taxation	507.37	530.94
Less : Finance Cost	32.01	38.24
Depreciation & Amortization	125.02	152.71
Profit before tax	350.34	339.99
Provision for taxation
Current	140.00	110.00
Deferred	(15.43)	(7.72)
Tax provision for earlier years	(4.84)	2.52
Net Profit after Tax	230.61	235.19
YOUR DIRECTORS RECOMMEND THE FOLLOWING
APPROPRIATIONS
Surplus in Statement of Profit & Loss as per last Balance Sheet	559.44	487.21
Net Profit for the year	230.61	235.19
Less:
Depreciation on assets which have completed the useful life (Net of deferred tax)	_-	3.78
Transfer to General Reserve	100.00	100.00
Proposed dividend	49.17	49.17
Tax on Proposed Dividend	10.01	10.01
Balance as at year end	630.87	559.44

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 100.00 lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 630.87 lacs is proposed to be retained in the Statement of profit and loss.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs. 6202.84 lacs as compared with Rs. 6537.97 lacs for the previous year, de growth of 5%. The decrease in the income is mainly on account of reduction in selling prices of few generics products and rationalization of products portfolio and sales territories as well as closure during the year of Companyâs APIs manufacturing unit situated at A-163, Phase I, MIDC, Dombivli (East) - 421203, District - Thane, Maharashtra.

During the financial year under report, the operations of the Company resulted in a net profit of Rs. 230.61 lacs as compared to a net profit of Rs. 235.19 lacs in the previous financial year.

During the year under Report, the Company closed down its bulk drugs manufacturing unit situated at A-163, Phase I, MIDC, Dombivli (East) - 421203, District - Thane, Maharashtra due to space constraints in safely handling manufacturing operations and for storage of solvents and materials. This manufacturing unit consisting of leasehold land admeasuring about 750 sq mtrs along with buildings/ sheds standing thereon was sold by the Company in the month of April, 2016 at a consideration of Rs. 130 lacs. The plant and machineries of this manufacturing unit were also sold/scrapped in the month of April, 2016.

(b) Opportunities, Threats, Risk and Concerns

During the year under report, there was no change in the nature of Companyâs business.

(c) Internal Control Systems

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted TQM culture across the organization in all line and staff functions at all the locations. The TQM culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company has 108 permanent employees as at 31^st March, 2016.

(e) Cautionary Statement

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2016 is Rs. 491.70 lacs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture company.

DIVIDEND

Your directors are pleased to recommend a equity dividend of Rs. 1.00 per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 49.17 lacs and dividend tax amounting to Rs. 10.01 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Ms. Purnima Jain retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under report, the Company has appointed following persons as Key Managerial Personnel:

Mrs. Purnima Jain - Wholetime Director/CEO

Mr. Saahil Parikh - Wholetime Director / CFO

Ms. Khushbu Thakkar - Company Secretary

There was no change in the Key Managerial Personnel during the financial year.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

- the candidate should posses the positive attributes such as Leadership, Industrialist, Business Advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act,

2013 and Listing Agreement entered into with Stock Exchanges in case of appointment as an independent director;

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

REMUNERATION POLICY

The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasizing on line expertise and market competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors are disclosed on the website of the Company www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2016 and of the profit of the Company for the financial year;

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

vi) that your Directors have 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 requirement of listing agreement with the Stock Exchanges, your Company has voluntarily complied with the requirements of Corporate Governance in all material aspects, though the requirements of complying with the Corporate Governance provisions were not applicable to the Company since the Companyâs paid-up equity share capital was less than Rs. 10 crores and the net worth was less than Rs. 25 crores, as on the last day of the previous financial year ended 31^st March, 2015.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Agarwal & Mangal (Firm Registration No. 100061W), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

COST AUDIT

The Cost Audit Report for the financial year 2014-15, which was due to be filed with the Ministry of Corporate Affairs by 27^th October, 2015 was filed on 21^st October, 2015.

SECRETARIAL AUDIT

The Secretarial Auditorsâ Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of Companyâs business.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.makerslabs.com/pdf/Corporate_Policy /Related_Party_Transactions.pdf).

Related party transactions are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure 3 in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CODE OF CONDUCT

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

BUSINESS RISK MANAGEMENT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is furnished as Annexure 5 to this report.

ACKNOWLEDGEMENTS

For and on behalf of the Board

Mumbai Purnima Jain Saahil Parikh

27^th May, 2016 Whole time Director Whole time Director

Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting the 30th Annual Report and Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS For the year ended For the year ended 31.3.2015 31.3.2014 (Rs. Lacs) (Rs. Lacs)

Sales and other Income (net of excise duty & sales tax) 6609.56 6892.03

Profit before financial cost, Depreciation and taxation 530.94 258.98

Less : Financial Cost 38.24 42.88

Depreciation & Amortisation 152.71 97.35

Profit/(Loss) before tax 339.99 118.75

Provision for taxation

Current 110.00 58.00

Deferred (7.72) 1.59

Tax provision for earlier years 2.52 (0.40)

Net Profit/(Loss) after Tax 235.19 59.56

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Statement of Profit & Loss as per last Balance Sheet 487.21 427.65

Net Profit /(Loss)for the year 235.19 59.56

Less:

Depreciation on assets which have completed the useful life (Net of deferred tax) 3.78 -

Transfer to General Reserve 100.00 -

Proposed dividend 49.17 -

Tax on Proposed Dividend 10.01 -

Balance as at year end 559.44 487.21

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 100 lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 559.44 lacs is proposed to be retained in the statement of profit and loss.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs. 6609.56 lacs as compared with Rs. 6892.03 lacs for the previous year, degrowth of 4%. The decrease in the income is mainly on account of reduction in selling prices of few products and rationalization of products portfolio and sales territories.

During the financial year under report, the operations of the Company resulted in a net profit of Rs. 235.19 lacs as compared to a net profit of Rs. 59.56 lacs in the previous financial year, a growth of 295%. Rationalization of sales territories and field operations helped the Company in increasing its profitablity.

(b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organised generic formulations, distribution and retailing system are a cause of concern and is hampering the growth of generic formulations market.

During the year under report, there was no change in the nature of Company's business.

(c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorisation and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted TQM culture across the organisation in all Line and Staff functions at all the locations. The TQM culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company has 140 permanent employees as at 31st March, 2015.

(e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company's operations include competition, price realisation, changes in government policies and regulations, tax regimes and economic development within India.

MATERIAL Changes AND COMMITMENTS AFTER The END OF The FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31st March, 2015 is Rs. 491.70 lacs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture or associate company.

DIVIDEND

Your directors are pleased to recommend a equity dividend of Rs. 1.00 per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 49.17 lacs and dividend tax amounting to Rs. 10.01 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Mr. Saahil Parikh retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Prashant Godha resigned as a Director of the Company due to his other professional pre-occupations with effect from close of business hours on 27th May, 2014. The Board places on record its sincere appreciation for the services rendered to the Company by Mr. Prashant Godha during his tenure as a Director.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 28th July, 2014.

Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under report, the Company has appointed following persons as Key Managerial Personnel:

Mrs. Purnima Jain - Wholetime Director/CEO

Mr. Saahil Parikh - Wholetime Director / CFO

Ms. Khushbu Thakkar - Company Secretary

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should posses the positive attributes such as Leadership, Industrialist, Business Advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges in case of appointment of an independent director;

- the candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

REMUNERATION POLICY

The objective and broad framework of the Company's Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors are disclosed on the website of the Company www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) t hat your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2015 and of the profit of the Company for the financial year;

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

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

vi) that your Directors have 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 requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet. AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Agarwal & Mangal (Firm Registration No. 100061W), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

The Auditors' Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Kale & Associates, Cost Accountants (Firm Registration. No. 101144) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2014-15.

The Cost Audit Report for the financial year 2013-14, which was due to be filed with the Ministry of Corporate Affairs by 27th September, 2014 was filed on 23rd September, 2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-15.

The Secretarial Auditors' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

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 Company's business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered material.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.makerslabs.com/pdf/Corporate_Policy /Related_Party_Transactions.pdf).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard - AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure 3 in this annual report.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company's website www.makerslabs.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Wholetime Director / CEO is given at the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board at its meeting held on 29th May, 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.makerslabs.com.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY The REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 4 to this report.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is furnished as Annexure 5 to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by its bankers. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board Mumbai Purnima Jain Saahil Parikh 29th May, 2015 Wholetime Director Wholetime Director

Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the 28th Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

For the year ended For the year ended

31.3.2013 31.3.2012 (Rs.Lacs) (Rs.Lacs)

Sales and other Income (net of excise duty & sales tax) 6314.16 6300.23

Profit before financial cost, depreciation and taxation 543.97 161.11

Less : Financial Cost 94.03 123.87

Depreciation 101.11 101.76

Profit/(Loss) before tax 348.83 (64.52)

Provision for taxation Current 82.00 0.05

Deferred 22.69 (8.91)

Tax provision for earlier years - 1.55

Net Profit/(Loss) after Tax 244.14 (57.21)

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 183.51 240.72

Net Profit /(Loss)for the year 244.14 (57.21)

Less:

Transfer to General Reserve - -

Dividend - -

Balance as at year end 427.65 183.51

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith.

DIVIDEND

Looking into the current business uncertainty in the generics market place and continuous inflationary trend in the economy putting pressure on input costs including wage bill as well as in order to conserve resources, no dividend payment has been proposed by the Board for the financial year under report.

DIRECTORS

Mr. K. C. Jain and Dr. Rajeshwar Singh retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit of the Company for the year;

iii) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

AUDITORS AND AUDIT REPORT

M/s Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re-appointment.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. Kale & Associates, Cost Accountants (Regn. No. 101144) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2012-13.

The Cost Audit Report for the financial year 2011-12, which was due to be filed with the Ministry of Corporate Affairs on or before 28th February, 2013, was filed on 28th February, 2013.

PARTICULARS OF EMPLOYEES

There were no employees employed by the Company and covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai K. C.Jain Purnima Jain

29th May, 2013 Director Wholetime Director

Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

For the year ended For the year ended

31.3.2012 31.3.2011

(Rs.Lacs) (Rs.Lacs)

Sales and other Income (net of excise duty & sales tax) 6300.23 5466.37

Profit before financial cost, Depreciation and taxation 161.11 690.25

Less : Financial Cost 123.87 106.59

Depreciation 101.76 70.46

Profit/(Loss) before tax (64.52) 513.20

Provision for taxation

Current 0.05 150.00

Deferred (8.91) 17.76

Less: Short Tax provision of earlier years 1.55 -

Net Profit/(Loss) after Tax (57.21) 345.44

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 240.72 252.43

Net Profit /(Loss)for the year (57.21) 345.44

Less:

Transfer to General Reserve - 300.00

Dividend - 49.17

Tax on Dividend - 7.98

Balance as at year end 183.51 240.72

Management Discussion and Analysis

a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs. 6300.23 lacs as compared with Rs. 5466.37 lacs for the previous year, a growth of 15.25%.

During the financial year under report, the Company has incurred a net loss of Rs.57.21 lacs as compared to a net profit after tax of Rs. 345.44 lacs in the previous financial year.

The Company is continuously adding new products and improving the distribution channel in the Indian market. However, pricing pressure in generic formulations business due to severe competition coupled with all-round increase in input costs due to inflationary pressure impacted the overall margins resulting into losses incurred during the financial year under report.

b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organized generic formulations distribution and retailing system are a cause of concern and is hampering the growth of generic formulations market.

c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted TQM culture across the organization in all Line and Staff functions at all the locations. The TQM culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company has 236 permanent employees as at 31st March, 2012.

e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company's operations include competition, price realization, changes in government policies and regulations, tax regimes and economic development within India.

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith

DIVIDEND

In view of the losses incurred during the financial year under report, no dividend payment has been proposed by the Board.

DIRECTORS

Ms. Purnima Jain and Mr. Prashant Godha retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

At the meeting of the Board of Directors of the Company held on 10th August, 2011, Mr. Saahil U. Parikh was appointed as an Additional Director and designated as Whole time Director of the Company with effect from 11th August, 2011.

Mr. Prashant Godha resigned as the Executive Director of the Company w.e.f 10th August, 2011. However, he will continue as Non-Executive, Non-Whole time Director of the Company.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as Director appointed is furnished in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the loss of the Company for the year;

iii) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

AUDITORS AND AUDIT REPORT

M/s Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re- appointment.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. Sevekari, Khare & Associates, Cost Accountants (Regn. No. 00084) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2011-12.

The Cost Audit Report for the financial year 2010-11, which was due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the financial year, was filed on 27th September, 2011.

PARTICULARS OF EMPLOYEES

There were no employees employed by the Company and covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai K. C. Jain Purnima Jain

30th May, 2012 Director Whole time Director

Mar 31, 2011

The Directors have pleasure in presenting the 26th Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

For the year ended For the year ended 31.3.2011 31.3.2010 (Rs.Lacs) (Rs.Lacs)

Sales and other Income (net of excise duty & sales tax) 5421.27 4631.33 Profit before financial cost, Depreciation and taxation 648.06 527.95

Less: Financial Cost 64.40 45.74

Depreciation 70.46 17.94

Profit before tax 513.20 464.27

Less: Provision for taxation

Current 150.00 181.00

Deferred 17.76 0.63

Less: Short Tax provision of earlier years - 2.90

Net Profit after Tax 344.44 279.74

ADJUSTMENTS

Balance of profit brought forward 252.43 123.36

Amount Available for Appropriation 597.87 403.10

APPROPRIATIONS

General Reserve 300.00 100.00

Proposed Dividend 49.17 43.45

Tax on dividend 7.98 7.22

Balance carried forward to Balance Sheet 240.72 252.43

597.87 403.10

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith

DIVIDEND

Your directors are pleased to recommend a equity dividend of Re. 1/- per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 49.17 lacs and dividend tax amounting to Rs. 7.98 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Dr. Rajeshwar Singh and Mr. S. V. Loyalka retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the profit of the Company for the year;

iii) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

AUDITORS AND AUDIT REPORT

M/s Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re- appointment.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS OF EMPLOYEES

There were no employees employed by the Company and covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

K.C.Jain Prashant Godha Director Executive Director

Mumbai 20th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report and Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

For the year ended For the year ended

31.03.2010 31.03.2009

(Rs. Lacs) (Rs. Lacs)

Sales and other Income

(net of excise duty & sales tax) 4631.33 4233.22

Profit before financial

cost, Depreciation and taxation 527.95 425.91

Less: Financial Cost 45.74 48.36

Depreciation 17.94 13.04

Profit before tax 464.27 364.51

Less: Provision for taxation

Current 181.00 131.00

Deferred 0.63 (9.77)

Fringe Benefit Tax - 8.05

Tax provision of earlier years 2.90 0.49

Profit after Tax (before

exceptional item) 279.74 234.74

Add: Exceptional Item

Depreciation of previous

year written back - 3.88

Net Profit 279.74 238.62

ADJUSTMENTS

Balance of profit

brought forward 123.36 304.12

Amount Available for

Appropriation 403.10 542.74

APPROPRIATIONS

General Reserve 100.00 419.38

Proposed Dividend 43.45 -

Tax on dividend 7.22 -

Balance carried forward to

Balance Sheet 252.43 123.36

403.10 542.74

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith.

DIVIDEND

Your Directors are pleased to recommend a equity dividend of Re. 1/- per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 43.45 lacs and dividend tax amounting to Rs. 7.22 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Mr. Prashant Godha and Mr. K.C. Jain retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

iii) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

AUDITORS AND AUDIT REPORT

M/s. Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re- appointment.

The AuditorsÃ Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS OF EMPLOYEES

Information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Registered Office of the Company.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure I.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai, K. C. Jain Prashant Godha

31st May, 2010 Director Executive Director

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