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Directors Report of Nectar Lifesciences Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the 20th Annual Report together with the audited accounts of Nectar Lifesciences Limited ('NLL' or 'Neclife' or' Nectar'or'the Company') for the financial year ended March 31,2015.

Financial results

March 31,2015 March 31,2014

Gross Turnover 17463.86 17203.55

Profit before interest and depreciation 2869.06 3003.96

Interest 1255.88 1379.87

Depreciations, Amortisation 765.64 841.86

Profit before tax 847.54 782.23

Tax Expenses 184.90 161.43

Profit after tax available for Appropriations 662.64 620.80

Final dividend 10% (Previous year 10%) 22.43 22.43

Tax on dividend 4.57 3.81

Depreciation relating to earlier years 321.06 -

Transfer to general reserve - -

Prior Period Adjustments 5.71 -

Balance c/f to balance sheet 314.58 594.56

Note: Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II/Accounting Standard issued by The Institute of Chartered Accountants of India. Accordingly, the unamortised carrying value is being depreciated/amortised over the revised / remaining useful life. The written down value of Fixed Assets whose lives have expired as at 1st April 2014 (net of deferred tax) has been deducted from the Retained Earnings.

Company's performance

Overall, Active Pharmaceutical Ingredients (APIs) witnessed a tremendous increase in business. However, compared with steep pharmaceuticals growth curve, Phyto chemicals (Menthol) performance during FY 2014-15 witnessed a roller coaster ride which was consciously attributed to a strategic shift in business option. This de-growth in menthol was primarily owing to the following reasons:

- Company's decision to cater to high value Pharmaceutical products

- High Market fluctuations led to lower natural menthol demands.

Despite the, above, the Gross revenues increased to Rs. 17463.86 Million, a growth of around 1.51% against Rs. 17203.55 Million in the previous year. Profit before depreciation and taxation was Rs. 2869.06 Million against Rs. 3003.96 Million in the previous year. The Profit before Tax increased to Rs. 847.54 Million, a growth of around 8.35% against Rs. 782.23 Million in the previous year, due to effective cost management. The Profit after Tax increased to Rs. 662.64 Million, a growth of around 6.74% against Rs. 620.80 Million in the previous year.

The financial results of the company for the quarter ended on June 30, 2015 are available on the website of the company (URL: www.neclife.com).

Management Discussion and Analysis Report

The details of the Company's various operations and state of affairs and nature of business are discussed under Management Discussion and Analysis Report. The Management Discussion and Analysis of financial condition and result of operations of the Company for the financial year 2014-15 as required under the Clause 49 of the Listing Agreement with the stock exchanges, is Given as Annexure I and forms and part of this report.

Corporate Governance

The Company aimed to conduct its affairs in an ethical manner. A separate Report on Corporate Governance is given as Annexure 2 and forms and part of this report. A certificate from the Company's Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given in Annexure 3.

Global Depository Receipts (GDRs)

The Company has issued and allotted 46,000,000 equity shares of Rs. 1/- each underlying 46,000,000 Global Depository Receipts (GDRs).The GDRs are listed on:

Luxembourg Stock Exchange/LuxSE Societede la Bourse deLuxembourg S.A. B.P. 165, L-2011 Luxembourg Siegesocial,II,avdela Porte-Neuve, Telephone:(352)4779 36-l,Fax: (352)473298

Subsidiary companies

The company has a wholly owned subsidiary namely Nectar Lifesciences UK Limited, incorporated in United Kingdom. During the year under review, the company has also incorporated Nectar Lifesciences US, LLC in United States. There are negligible investments in these subsidiaries and no business activity has been carried out in these subsidiaries in financial year 2014-15 and till date infinancialyear2015-16.Therefore,nothingisto report on the performance and financial position of these subsidiaries.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (hereinafter referred as 'Act'), a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Accounts. The separate financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of your Company at www.neclife.com.

Consolidated financial results

As required under Section 129 of the Act and Listing Agreement with the stock exchanges, a consolidated financial statements for the year ended on March 31,2015 of the Company are attached.

Dividend

Your Directors are pleased to recommend a Final Dividend @ 10% i.e. Re. 0.10/- per equity shares of face value of Re. 1/- each aggregating to Rs. 22,426,097/- for the year ended 31st March, 2015. The final dividend, subject to the approval by the shareholders in the forthcoming Annual General Meeting and if declared, will be paid on or after October 4,2015, to those members whose names appears in the register of members as on date of book closure. The register of members and the share transfer books of the Company will remain closed from September 24, 2015 to September 30, 2015 (Both days inclusive) for Annual General Meeting and payment of dividend, if declared, one quity shares.

Your Directors are not proposing to carry any amount to any reserve.

Directors and Key Managerial Persons

During the year under review, Mr. Aryan Goyal, Executive Director has resigned from Board with effect from November 12, 2014 and Mr. Basant Kumar Goswami IAS (Retd.), Independent Director has resigned from Board with effect from March 30,2015.

Members may please note the pursuant to Facility Agreement, the Export and Import Bank of India have appointed Ms. Rima Marphatia as their nominee director on the Board of Directors of the company with effect from August 11, 2014 and withdrawn her nomination with effect from Decembers, 2014.

Mr. Sanjiv Goyal, Director will retire by rotation in the forthcoming Annual General Meeting and being eligible, offer himself for reappointments Board recommends his reappointment.

Further, on February 13, 2015 Mrs. Neena Singh has been appointed as Additional Independent Director and vacates her office at the ensuing Annual General Meeting.

As on the date of this report, the company has right proportionate of Independent Directors viz a viz Non Independent Directors as per applicable provisions of Section 149 of the Act, and clause 49 of the Listing Agreement.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act, and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Sandeep Goel, Vice President (Finance) has been designated as Chief Financial Officer of the Company.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the key managerial personnel of the Company are asunder:

Mr. Sanjiv Goyal, Chairman & Managing Director

Mr. Dinesh Dua, Wholetime Director designated as Chief Executive Officers Director

Mr. Harparkash Singh Gill, Whole time Director designated as President (Operations) & Director

Mr.Sandeep Goel, Chief Financial Officer

Mr.SunderLal, Company Secretary

Number of meetings of the board

Four meetings of the board were held during the year. The details of Directors and meeting held during the financial year 2014-2015 are provided in Corporate Governance Report which forms and part of this report.

Directors' responsibility statement

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for Safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Board evaluation

Pursuant to the provisions of the Act, and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"), the performance of the Board and committees was evaluated by the Board after seeking inputs from all the directors/ committee members on the basis of the criteria such as the Board/ committee composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director*, the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

Committees of the Board

The Company constituted the Committees as per the provisions of Sections 177 and 178 of the Act and Clause 49 of the Listing Agreement. The composition, powers and duties of the Committees, during financial year 2014-15, are detailed out in the Corporate Governance Report. The Board of Directors accepted all Recommendations of the Audit Committee.

Internal financial control systems and their adequacy

The company has adequate financial controls. The details in respect of internal financial control and their adequacy are included in the Management Discussions Analysis, which forms part of this report.

Auditors and Auditors' Report

M/s Datta Singla & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. The Company has received a confirmation from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for re-appointment.

Since M/s Datta Singla & Co., Chartered Accountants, have been functioning as the auditors of the Company for more than 10 years, in accordance with the aforesaid rules, the Audit Committee and the Board of Directors have recommended the re-appointment of auditors for a period of one year.

Observations made in the Auditors' Report are self-explanatory and There fore do not call for any further explanation.

Secretarial Auditor and Secretarial Audit Report

During the year, Secretarial Audit was carried by Mr. Aseem Chhabra Of Aseem Chhabra & Associates., Practicing Company Secretary, the Secretarial Auditor of the company for the Financial Year 2014-15. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit Report is appended as an Annexure 4 to this report.

Cost Audit

The company, with the approval of Central Government, has appointed Dr. Vimal Kumar (Membership No. 9982) prop, of M/s V. Kumar and Associates, SCO, 124-125, Sector 34A, Chandigarh, Cost and Works Accountants as the Cost Auditors of the Company for the financialyear2015-16.

The Cost Audit Reports for the financial year 2013-14 have been filed on September 29,2014, being on due date.

The Due date for filing of Cost Audit Reports for the financial year 2014-15 is September 13, 2015. The report will be filed before due date.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Complaints Committees. During the year, No complaint with allegations of sexual harassment was filed with the Company.

Risk management

The Board of the Company has formed a risk management committee:

(a) to formulate and recommend to the Board, a Risk Management Policy which shall indicate the activities such as identification of risks and mitigation strategy thereof;

(b) to recommend the Board about risk assessment and minimization procedures; and

(c) monitoring and reviewing of the risk management plan to the Board.

The audit committee has additional over sight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Particulars of loans, guarantees and investments

The company has not given any loan or provide guarantee as per Section 186oftheAct.Theinvestmentsundersection 186 of the Act are given in the notes to the Financial Statements forming part of the Annual Report.

Transactions with related parties

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 5 in Form AOC-2 and the same forms part of this report.

Corporate social responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSRactivitiesduringtheyeararesetoutinAnnexure6ofthis report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure 7 in the prescribed Form MGT-9, which forms part of this report.

Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 8. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Fixed deposits

During the year under Report, your Company did not accept any deposits from the public in terms the provisions of Companies Act, 2013.

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URLwww.neclife.com).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.neclife.com).

Policy on dealing with related party transactions is available on the website of the Company (URL: www.neclife.com).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges. The Policy is available on:(URL: www.neclife.com).

Energy, technology and foreign exchange

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 9 to this Report.

Acknowledgement

Your Directors would like to express their sincere and grateful appreciation for the assistance and cooperation received from bankers and government authorities and also thank the shareholders for the confidence reposed by them in the Company and looks forward to their valuable support in the future plans of the Company. Your Directors also thank its agents, the medical professionals and its customers for their continued patronage to the Company's products.

Place: Chandigarh

Dated: August 14, 2015

For and on behalf of the Board of Directors

of Nectar Lifesciences Limited

(Sanjiv Goyal)

Chairman and Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 19th Annual Report together with the audited accounts of Nectar Lifesciences Limited (''NLL'' or ''Neclife'' or ''Nectar'' or ''the Company'') for the financial year ended March 31, 2014.

Financial results (Rs. in millions)

March 31, 2014 March 31, 2013

Sales and other income 17203.55 16907.24

Profit before interest and depreciation 3003.96 3061.20

Interest 1379.87 1154.89

Depreciation & Amortisation 841.86 759.56

Profit before tax 782.23 1146.75

Tax Expenses 161.43 290.09

Profit after tax available for Appropriations 620.80 856.66

Final dividend 10% (Previous year 10%) 22.43 22.43

Tax on dividend 3.81 3.64

Transfer to general reserve - -

Balancec/f to balancesheet 594.56 830.59

During the Year: Sales and other income are up by 1.10%. Profit before interest and depreciation is down by 1.87%. Profit after tax is down by 27.53%.

Management Discussion and Analysis Report

The details of the Company''s various operations are discussed under Management Discussion and Analysis Report. The Management Discussion and Analysis of financial condition and result of operations of the Company for the financial year 2013-14 as required under the Clause 49 of the Listing Agreement with the stock exchanges, is given as Annexure III.

Global Depository Receipts (GDRs)

GDRs : The Company has issued and allotted 46,000,000 equity shares of Rs. 1/- each underlying 46,000,000 Global Depository Receipts (GDRs). The GDRs are listed on :

Luxembourg Stock Exchange/ LuxSE Societe de la Bourse de Luxembourg S.A. B.P. 165, L-2011 Luxembourg Siege social, 11, av de la Porte-Neuve, Telephone: (352) 47 79 36 - 1, Fax: (352) 47 32 98

Subsidiary companies

The company has a wholly owned subsidiary namely M/s Nectar Lifesciences UK Limited, incorporated United Kingdom. As of now no business activity has been carried out in this subsidiary.

In terms of the Circular no.2/ 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not required to be attached with the Balance Sheet of the company. Therefore, we have not attached said documents with this Annual Report. The said documents/details shall be made available upon request to any member of the Company and will also be made available for inspection by any member of the Company at the registered office of the Company during working hours up to the date of Annual General Meeting.

Dividend

During the current financial year the Board of Directors has recommended the final Dividend @ 10% i.e. Rs. 0.10/- per equity shares aggregating to Rs. 22,426,097/-, subject to the approval by the shareholders in the forthcoming Annual General Meeting. The register of members and the share transfer books of the Company will remain closed from August 23, 2013 to August 31, 2013 (both days inclusive) for Annual General Meeting and payment of dividend, if declared, on equity shares.

Directors

Mr. Harparkash Singh Gill, Director will retire by rotation in the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

The independent Directors of the Company Mr. Vijay J. Shah, Mr. B.K. Goswami IAS (Retd.), Mr. VivekSett, Mr. Raman Kapur, Dr. (MajGen.) S.S. Chauhan, Mr. Ajay Swaroop were liable to retire by rotation in terms of Provisions of articles of association. However, as per provisions of the Companies Act, 2013, the independent Directors are required to be appointed by Shareholders and for a term up to five consecutive years and they shall not be liable to retire by rotation. Accordingly, it is proposed to appoint them for a term of five consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

As per the provisions of Section 152 of the Companies Act, 2013, the independent director shall not be subject to retire by rotation and out of non - independent directors not less than 2/3rd of such directors, whose period of office shall be liable to determination by retirement of directors by rotation. In the light of above-referred provisions of the Companies Act, 2013 it is desirable that the period of office of Managing/ Whole time Directors is made liable to determination by retirement of directors by rotation. Therefore, keeping in the view of current composition of the Board, it is proposed that Mr. Sanjiv Goyal and Mr. Aryan Goyal shall be the Directors, whose period of office shall be liable to determination by retirement of directors by rotation.

Further, on October 14,2013 Mr. Dinesh Dua has been appointed as Additional Director and vacates his office at the ensuing Annual General Meeting. However, the company has received a notice under section 160 of the Companies Act, 2013, from him signifying his intention to propose his candidature as a regular director of the company. Mr. Dua has also been appointed as Whole time Director designated as Chief Executive Officer & Director, subject to the approval of members in their ensuing Annual General Meeting.

The Board recommends the appointment of Mr. Dinesh Dua as regular director as well as Whole time Director designated as Chief Executive Office & Director of the company.

Members may please note the pursuant to Facility Agreement, the Export and Import Bank of India have appointed Ms. Rima Marphatia as their nominee director on the Board of Directors of the company.

Ms. Rima Marphatia, born on May 19, 1968, is a Commerce Graduate and also holds a Post Graduate Diploma in Business Management from IIM, Bangalore She has over two decades of work experience in the areas of credit, treasury operations, accounts and risk management.

The appointment of Ms. Rima Marphatia is also satisfy the requirement of appointment of woman director on the Board as per section 149 (1) of the Companies Act, 2013.

She does not hold any equity share in the Company. She is also does not have directorship and committee membership in any other company. This Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock Exchange.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, your Directors confirm:

(i) That in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the financial year ended March 31,2014 on a ''going concern'' basis.

Auditors

M/s Datta Singla & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. The Company has received a confirmation from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for re-appointment.

Since M/s Datta Singla & Co., Chartered Accountants, have been functioning as the auditors of the Company for more than 10 years, in accordance with the aforesaid rules, the Audit Committee and the Board of Directors have recommended the re-appointment of auditors fora period of one year.

Auditors'' Report

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

Cost Audit

The company, with the approval of Central Government, has appointed Dr. Vimal Kumar (Membership No. 9982) prop, of M/s V. Kumar and Associates, SCO, 124-125, Sector 34A, Chandigarh, Cost and Works Accountants as the Cost Auditors of the Company for the financial year 2014-15.

The Cost Audit Reports for the financial year 2012-13 have been filed on September 30,2013, being on due date.

The Due date for filing of Cost Audit Reports for the financial year 2013-14 is September 30, 2014. The report will be filed before due date.

Committees of the Board

The Company constituted the Committees as per the provisions of Sections 177 and 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition, powers and duties of the Committees during financial year 2013-14, are detailed out in the Corporate Governance Report. The Board of Directors accepted all recommendations of the Audit Committee.

Energy, technology and foreign exchange

Information required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 with respect to conser- vation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure I and forms a part of this Report.

Personnel

Information pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956 the Report and accounts are being sent to the share holders excluding statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining the copy of the said statement, may write to Secretarial Department at the corporate office of the company.

The Company enjoyed cordial relations with its employees at all levels.

Fixed deposits

During the year under Report, your Company did not accept any deposits from the public in terms the provisions of Sections 58A and 58AA of the Companies Act, 1956.

Corporate Governance

The Company aimed to conduct its affairs in an ethical manner. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate from the Company''s Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given in Annexure II.

Acknowledgement

Your Directors would like to express their sincere and grateful appreciation for the assistance and cooperation received from bankers and government authorities and also thank the shareholders for the confidence reposed by them in the Company and looks forward to their valuable support in the future plans of the Company.

Your Directors also thank its agents, the medical professionals and its customers for their continued patronage to the Company''s products.

For and on behalf of the Board of Directors of Nectar Lifesciences Limited

(Sanjiv Goyal) Chairman and Managing Director

Place : Chandigarh Dated : August 11, 2014


Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report together with the audited accounts of Nectar Lifesciences Limited ('NLL' or 'Neclife' or 'Nectar' or 'the Company') for the financial year ended March 31, 2012.

Financial results

(Rs. in millions)

March 31,2012 March 31,2011

Sales and other income 13644.50 11358.41

Profit before interest and depreciation 2491.90 2403.44

Interest 1029.95 740.84

Depreciation & Amortisation 607.29 461.03

Profit before tax 854.66 1201.57

Tax Expenses 122.16 162.38

Profit after tax available for Appropriations 732.50 1039.19

Final dividend 10% (Previous year 10%) 22.43 22.43

Tax on dividend 3.64 3.64

Transfer to general reserve - -

Balance c/f to balance sheet 706.43 1013.12

Operations

During the Year:

Sales and other income are up by 20.13%.

Profit before interest and depreciation is up by 3.68%.

Profit after tax has decreased due to high interest cost.

Management Discussion and Analysis Report

The details of the Company's various operations are discussed under Management Discussion and Analysis Report. The Management Discussion and Analysis of financial condition and result of operations of the Company for the financial year 2011- 12 as required under the Clause 49 of the Listing Agreement with the stock exchanges, is given as Annexure III.

Global Depository Receipts (GDRs)

GDRs: The Company has issued and allotted 46,000,000 equity shares of Rs. 1/- each underlying 46,000,000 Global Depository Receipts (GDRs). The GDRs are listed on:

Luxembourg Stock Exchange/ LuxSE

Societe de la Bourse de Luxembourg S.A.

B.P. 165, L-2011 Luxembourg

Siege social, 11, av de la Porte-Neuve,

Telephone: (352) 47 79 36 - 1, Fax: (352) 47 32 98

Foreign currency convertible bonds

The Company had outstanding US$33,000,000 foreign currency convertible bonds (FCCBs), on April 1, 2011. The said FCCBs were redeemed on April 26, 2011 (Maturity Date), at the redemption price of 150.71% of its principal amount, as per the terms and conditions of the FCCBs issue. Therefore, the FCCBs were redeemed at an aggregate amount of US$ 49.7343 million consisting of payment of the principle amount US$33 million and accumulated premium on redemption of the FCCBs of US$ 16.7343 million.

Subsidiary companies

The company have following wholly owned subsidiaries:

1. M/s Nectar Capital Limited incorporated in Mauritius

2. M/s Nectar Lifesciences UK Limited, incorporated United Kigdom

As of now no business activity has been carried out these subsidiaries.

In terms of the Circular no.2/ 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not required to be attached with the Balance Sheet of the company. Therefore, we have not attached said documents with this Annual Report. The said documents/details shall be made available upon request to any member of the Company and will also be made available for inspection by any member of the Company at the registered office of the Company during working hours up to the date of Annual General Meeting.

However, the statement pursuant to Sections 212 of the Companies Act, 1956, in respect of the subsidiaries is given below:

Name of Financial year Date from Number of Subsidiary ending of the which it equity Company Subsidiary become shares held subsidiary and Extent of Holding

(1) (2) (3) (4)

M/s Nectar March 31, May 27, 1 ordinary Capital Limited 2012 2010 share of US$1 100%

M/s Nectar March 31, March 1, 1 ordinary Lifesciences UK 2011 2011 share of Limited GBP1 100%

Name of For financial year of Subsidiary the Subsidiary as For the previous Company financial years at 31.03.2012 since it become a subsidiary

Profits/ (losses) Profits/ (losses) so Profits/ (losses) so Profits/ so far it concerns far it concerns far it concerns the (losses) so far the members the members of members of the it concerns of the holding the holding holding company the company and company and not dealt with members of not dealt with in and dealt with in in the books of the holding the books of the books of account of the company and account of the account of holding dealt with in holding the holding company (except the books of company( except company to the extent dealt account of the to the extent with in col. 8) holding dealt with in col. company 6)

(1) (5) (6) (7) (8)

M/s Nectar NIL (Rs. 341636) NIL (Rs. 443427) Captial Limited

M/s Nectar NIL NIL NIL (Rs. 58575) Lifesciences UK Limited

Consolidated financial results

As required under the Listing Agreement with the stock exchanges, a consolidated financial statements for the year ended on March 31, 2012 of the Company are attached. Dividend

During the current financial year the Board of Directors has recommended the final Dividend @ 10% i.e. Re. 0.10/- per equity shares aggregating to Rs. 22,426,097/-,subject to the approval by the shareholders in the forthcoming Annual General Meeting. The register of members and the share transfer books of the Company will remain closed from September 22, 2012 to September 29, 2012 (both days inclusive) for Annual General Meeting and payment of dividend, if declared, on equity shares.

Directors

Dr. (Maj. Gen.) S. S. Chauhan, VSM, Mr. Raman Kapur and Mr. Saurabh Goyal, Directors will retire, by rotation, in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointment.

Further, Mr. Dinesh Dua has resigned as Chief Executive Officer and Director from the company with effect from July 31, 2012.

Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' responsibility statement, your Directors confirm:

(i) That in the preparation of the accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

(iv)That the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Auditors

M/s Datta Singla & Co., Chartered Accountants, statutory auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Audit Committee and Board of Directors recommend their re-appointment as auditors.

Auditors' Report

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

Cost Audit

The company, with the approval of Central Government, has appointed Dr. Vimal Kumar (Membership No. 9982) prop. of M/s V. Kumar and Associates, SCO, 124-125, Sector 34A, Chandigarh, Cost and Works Accountants as the Cost Auditors of the Company for the financial years 2010-11, 2011-12 and 2012-13. The Cost Audit Reports for the financial year 2010-11 have been filed on September 30, 2011, being on due date.

The Due date for filing of Cost Audit Reports for the financial year 2011-12 is September 30, 2012. The report will be filed before due date.

Audit Committee

The Company constituted the Audit Committee as per the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The composition, powers and duties of the Audit Committee are detailed out in the Corporate Governance Report. The Board of Directors accepted all recommendations of the Audit Committee.

Energy, technology and foreign exchange

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure I and forms a part of this Report.

Personnel

Information pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and accounts are being sent to the share holders excluding statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining the copy of the said statement, may write to Secretarial Department at the corporate office of the company. The Company enjoyed cordial relations with its employees at all levels.

Fixed deposits

During the year under Report, your Company did not accept any deposits from the public in terms the provisions of Sections 58A and 58AA of the Companies Act, 1956.

Corporate Governance

The Company aims to conduct its affairs in an ethical manner. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate from the Company's Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given in Annexure II.

Acknowledgement

Your Directors would like to express their sincere and grateful appreciation for the assistance and cooperation received from bankers and government authorities and also thank the shareholders for the confidence reposed by them in the Company and looks forward to their valuable support in the future plans of the Company.

Your Directors also thank its agents, the medical professionals and its customers for their continued patronage to the Company's products.

For and on behalf of the Board of Directors

of Nectar Lifesciences Limited

Dated : August 9, 2012 (Sanjiv Goyal)

Place : Chandigarh Chairman and Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report together with the audited accounts of Nectar Lifesciences Limited (NLL or Neclife or Nectar or the Company) for the financial year ended March 31, 2010.

Financial Results (Rs. in million) March 31,2010 March 31, 2009

Sales and other income 9047.75 7,860.43

Profit before interest and depreciation 2139.92 1,455.62 Interest 602.84 496.06

Depreciation 387.46 301.89

Profit before tax 1149.62 657.67

Provision for tax 195.35 74.49

Provision for deferred tax 100.02 98.06

Provision for FBT - 2.30

Earlier years adjustments 7.02 (1.66)

MAT credit entitlement (72.51) (61.29)

Profit after tax available for Appropriations 919.74 545.78

Interim Dividend 25% (Previous year NIL) 38.07 --

Final dividend NIL (Previous year 10%) -- 15.23

Tax on dividend 6.47 2.59

Transfer to general reserve 100.00 -

Balance c/f to balance sheet 7520 527.96

Operations

During the Year:

Sales and other income are up by 15.11%.

Profit before interest and depreciation is up by 47.01%.

Profit before tax is up by 74.80%.

Management Discussion and Analysis Report

The details of the Companys various operations are discussed under Management Discussion and Analysis Report. The Management Discussion and Analysis of financial condition and result of operations of the Company for the financial year 2009- 10 as required under the Clause 49 of the Listing Agreement with the stock exchanges, is given as Annexure III.

Preferential Allotment of equity shares

The Company issued 26,000,000 equity shares of Rs. 35/- per

share aggregating to Rs. 910.00 million by way of Preferential Allotment to NSR Direct PE Mauritius LLC (a non promoter entity) on February 20, 2010 as per the provisions of Section 81(1A) of the Companies Act, 1956 read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

NSR Direct PE Mauritius LLC is a company of New Silk Route group. The group is a leading Asia-focused growth capital firm founded in 2006 with $1.4 billion under management, focused on the Indian subcontinent, as well as other rapidly growing economies in Asia and the Middle East.

The details of utilisation of such proceeds would be disclosed to the Audit Committee. The Company is utilizing these funds for purposes as stated in Notice for convening the Extraordinary General meeting held on February 11, 2010 vide which approval of members was received for the issue of said allotment.

Global Depository Receipts (GDRs)

GDRs: The Company has issued and allotted 46,000,000 equity shares of Re. 1/- each underlying 46,000,000 Global Depository Receipts (GDRs) of US$ 0.76 each on 26.02.2010. The total proceeds from the GDRs issue was US$ 34.96 Million. The GDRs are listed on:

Luxembourg Stock Exchange/ LuxSE Societe de la Bourse de Luxembourg S.A. B.P. 165, L-2011 Luxembourg Siége social, 11, avdela Porte-Neuve, Telephone: (352) 47 79 36 1, Fax : (352) 47 32 98

After the allotment of underlying equity shares, the paid up equity capital of the company stands increased from Rs. 178,260,970/- to Rs. 224,260,970/- comprising of 224,260,970 equity shares of Re. 1/- each.

Foreign currency convertible bonds

The Company raised the funds to the tune of US$35,000,000 by way of foreign currency convertible bonds (FCCBs), on April 25, 2006. The details of utilisation of such proceeds were disclosed to the Audit Committee. The Company utilised these funds for purposes as stated in the notice for convening the Extraordinary General meeting held on December 15, 2005, vide which approval of members was received for the issue of the said FCCBs. The conversion price was adjusted on various occasions and currently it is Rs. 25.719.

The Companys equity share capital will further increase by 57,319,199 equity shares to 281,580,169 equity shares if the balance FCCBs of US$33 million are converted at an adjusted price of Rs. 25.719, at a predetermined exchange rate of US$1 = Rs. 44.6725.

Subsidiary company

The Companys wholly-owned subsidiary, M/s Chempharma Private Limited, was incorporated in Sri Lanka. The operations of said subsidiary remained suspended throughout the year and winding up process is going on.

A copy of the balance sheet, a copy of profit and loss account, a copy of Directors Report and a copy of Auditors Report of its subsidiary company is attached. However, the statement pursuant to Sections 212 of the Companies Act, 1956, in respect of the subsidiary is given below:

1. Name of the subsidiary M/s Chempharma Private Limited

2. Financial year of subsidiary ended on 31st March 2010

3. Date from which it become subsidiary 18th October 2002

4. Shares of subsidiary held by the Company as on March 31, 2010:

a. Number and face value 9,614,165 shares of SLR 10 each

b. Extent of holding 100%

5. The net aggregate amount of subsidiary companys profit (loss) so far as it concerns the members of the holding company

a. Not dealt with in holding companys accounts

i. For the financial year ended March 31, 2010 Rs. 2

ii. Up to the previous financial year of the subsidiary company Rs. 1

b. Dealt with in the holding companys accounts

i. For the financial year ended March 31, 2010 Rs. 3,151,974

ii. Up to the previous financial year of the subsidiary company Rs. 3,581,049

Consolidated financial results

As required under the Listing Agreement with the stock exchanges, a consolidated financial statements for the year ended on March 31, 2010 of the Company are attached. The consolidated financial statements include the financial statements of Nectar Lifesciences Limited, the parent company and its subsidiary company, Chempharma (Private) Limited, Sri Lanka.

Dividend

During the current Financial Year the Company has declared an Interim Dividend of Re. 0.25 per share i.e. 25% on every equity share of Re. 1/- each. In view of the ongoing expansion and diversification projects, your directors are not recommending any more dividends for the financial year 2009-10 and the interim dividend so declared may be treated as final dividend.

As per the requirements of Section 205(2A) of the Companies Act, 1956 read with Companies (Transfer of Profit to Reserve) Rules, 1975, your directors has proposed to transfer the amount of Rs. 100,000,000/- from Net Profit to the General Reserve Account.

Directors

Mr. Vijay J. Shah, retires by rotation and being eligible, offers himself for reappointment. The Board recommends his reappointment.

On February 18, 2010, Mr. Vivek Sett was appointed as the Additional Director and vacates his office at the ensuing Annual General Meeting. However, the Company received a notice under Section 257 of the Companies Act, 1956, from a member signifying his intention to propose the candidature of Mr. Vivek Sett as a regular Director of the Company. Mr. Vivek Sett is nominee director of NSR Direct PE Mauritius LLC, vide Investment Agreement for subscription of 26 Million Equity Shares on preferential basis.

Further, to meet the requirements of clause 49 of the Listing Agreement, the company has appointed Dr. (Maj. Gen.) S. S. Chauhan, VSM and Mr. Raman Kapur as additional directors on February 19, 2010. However, the Company received notices under Section 257 of the Companies Act, 1956, from members signifying their intentions to propose the candidature of Dr. (Maj. Gen.) S. S. Chauhan, VSM and Mr. Raman Kapur as regular Directors of the Company.

On August 11, 2010 Mr. Saurabh Goyal has been appointed as Additional Director and vacates his office at the ensuing Annual General Meeting. However, the company has received a notice under section 257 of the Companies Act, 1956, from a member signifying his intention to propose the candidature of Mr. Saurabh Goyal as a regular director of the company. Further, Mr. Saurabh Goyal has also been appointed as an Executive Director, subject to the approval of shareholders in their General Meeting.

On August 11, 2010, the Company has also appointed Mr. Ajay Swaroop as an additional Director of the company to meet the requirements of clause 49 of the Listing Agreement. Mr. Swaroop vacates his office at the ensuing Annual General Meeting. However, the company has received a notice under section 257 of the Companies Act, 1956, from a member signifying his intention to propose the candidature of Mr. Ajay Swaroop as a regular director of the company.

The Board recommend the appointment of above said directors as regular directors of the company.

Directors responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, your Directors confirm:

- That in the preparation of the accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

- That the Directors have prepared the accounts for the financial year ended March 31, 2010 on a `going concern basis.

Auditors

M/s Datta Singla & Co., Chartered Accountants, statutory auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Audit Committee and Board of Directors recommend their re-appointment as auditors.

Auditors Report

Observations made in the Auditors Report are self-explanatory and therefore do not call for a ny further explanation.

Audit Committee

The Company constituted the Audit Committee as per the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The composition, powers and duties of the Audit Committee are detailed out in the Corporate Governance Report. The Board of Directors accepted all recommendations of the Audit Committee.

Energy, technology and foreign exchange

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure I and forms a part of this Report.

Personnel

Information pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and accounts are being sent to the share holders excluding statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining the copy of the said statement, may write to Secretarial Department at the corporate office of the company.

The Company enjoyed cordial relations with its employees at all levels.

Fixed deposits

During the year under Report, your Company did not accept any deposits from the public in terms the provisions of Sections 58A and 58AA of the Companies Act, 1956.

Corporate Governance

The Company aimed to conduct its affairs in an ethical manner. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate from the Companys Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given in Annexure II.

Acknowledgement

Your Directors would like to express their sincere and grateful appreciation for the assistance and cooperation received from bankers and government authorities and also thank the shareholders for the confidence reposed by them in the Company and looks forward to their valuable support in the future plans of the Company.

Your Directors also thank its agents, the medical professionals and its customers for their continued patronage to the Companys products.



Place : Chandigarh

Date: August 11, 2010

For and on behalf of the Board of Directors of Nectar Lifesciences Limited

Sanjiv Goyal

Chairman & Managing Director



 
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