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Directors Report of NGL Fine - Chem Ltd.

Mar 31, 2016

DIRECTORS’ REPORT TO THE MEMBERS

The Directors have pleasure in presenting the Thirty Fifth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2016.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2016 are as follows:

Year ended on 31.03.2016 Rupees

Year ended on 31.03.2015 Rupees

Profit before Depreciation

20,59,05,146

15,45,58,776

Less: Depreciation

(2,72,23,947)

(2,59,67,831)

Net Profit before Tax

17,86,81,199

12,85,90,945

Less: Provision for Income Tax

(6,43,02,098)

(4,65,16,286)

Add: Provision for Deferred Tax

(3,96,565)

12,26,067

Net Profit after Tax

11,39,82,536

8,33,00,726

Add: Previous year''s profit brought forward

27,51,70,681

19,18,69,955

Balance Profit carried forward

38,91,53,217

27,51,70,681

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIRS

During the year under review your company achieved a sale of Rs. 9629.25 lakhs (previous year Rs. 8832.79 lakhs) resulting in an increase of 9% over the previous year. The profit before tax is at Rs. 1786.81 lakhs (previous year Rs. 1285.91 lakhs) resulting in an increase of 39%.

4. DIVIDEND

In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2016.

5. FUTURE PROSPECTS

The company is undertaking a capital expansion project at its existing plant in Tarapur. The necessary statutory consents have been received and construction has commenced. The plant is expected to be operational by first quarter of 2017-18. The total project expenditure is to the tune of Rs. 25 crores.

With the additional capacity coming on stream, the company is confident of growing at higher than industry growth rate. The demand for the products manufactured by the company continues to be strong and will help fuel growth.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

There was no transfer during the year to Investor Education and Protection Fund in terms of Section 205C of the Companies Act, 1956.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has voluntarily constituted Risk Management Committee and risk management policy is available on the website of the company: www.nglfinechem.com

10. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The Committee consists of following Directors:

- Mr. Milind Shinde Chairman

- Mr. Rajesh Lawande Member

- Mrs. Ajita Nachane Member

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent some amount towards CSR activities, details provided in attached Annexure B to Director''s Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 has been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

The Company has not given any loans or given any guarantees.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. Also, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.nglfinechem.com

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors'' report does not contain any qualifications, reservations or adverse remarks, but secretarial Audit Report contain one qualification of appointment of Company Secretary, however the Company is in process of finding a suitable candidate for the post. Report of the secretarial auditor is given as an annexure which forms part of this report.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure D to Director''s Report

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 8th May, 2015, 5th August, 2015, 30th October, 2015 and 9th February, 2016.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

- That the selected accounting policies were applied consistently and the directors 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 as on March 31, 2016, and that of the profit of the Company for the year ended on that date.

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

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

- The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. -

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

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

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 given as Annexure E to this report

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Compliance Officer, at the registered office and the same will be furnished on request.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 9, 2016 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website: www.nglfinechem.com

21. DIRECTORS

During the year there has been no change in the composition of Board of Directors of the Company.

Mr. Rajesh Lawande is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment. Your Directors recommend their appointment.

Mr. Rahul Nachane (holding DIN 00223346) is proposed to be re-appointed as Managing Director of the Company for the term of three (3) years with effect from June 1, 2017 in the insuing AGM.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and The Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is posted on Company''s website at www.nglfinechem.com.

25. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded “SME 2” indicating ‘High'' level of credit worthiness adjudged in relation to other SMEs. The long term rating is Crisil BBB-/Positive (reaffirmed) and short term rating is Crisil A3 (reaffirmed). The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB/Stable.

26. STATUTORY AUDITORS

M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W were appointed as Statutory Auditors at their Annual General Meeting held on 12th September, 2014 for the period of three (3) years. i.e till the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

27. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors of the company for financial year 2016-17.

28. SECRETARIAL AUDITORS

The Company has appointed Mr Hemant Shetye, Partner of M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this report as Annexure F to Director''s Report

29. COST AUDITORS

The company has appointed M/s. Sanghvi Randeria & Associates., Cost Accountants, Mumbai, (Firm registration number 00175) as Cost Auditors of the Company for financial year 2016-17.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 , is annexed to this Annual Report

31. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report.

32. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

33. REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure to this report.

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

- Mr. Milind Shinde - Chairman

- Mr. Jayaram Sitaram - Member

- Mr. Rajesh N. Lawande - Member

The above composition of the Audit Committee consists of independent directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com

35. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future

38. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Risk Management Committee on voluntary basis. There are currently five Committees of the Board, as follows:

- Audit Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

- Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

39. REGISTERED OFFICE OF THE COMPANY

The company has shifted its registered office to Mumbai by passing special resolution in the AGM held on 11.09.2015, Registered office is shifted to 301, E Square Subhash Road, Vile Parle (East) Mumbai-400057.

40. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

41. POLICIES

The Company seeks to Promote Highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at

www.nglfinechem.com

42. AWARDS AND ACCOLADES

Your company was listed by Forbes Asia as “Asia''s 200 Best Under Billion” in June 2015.

43. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision Your Company is committed to creating and maximizing Long-term value for shareholders.

44. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

45. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, Employees customers, the Government, Banks, suppliers and other business associates.

For and on behalf of the Board of Directors

sd/-

Milind Shinde

Chairman

Mumbai, August 4, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2015.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2015 are as follows:

Year ended Year ended on 31.03.2015 on 31.03.2014 Rupees Rupees

Profit before Depreciation 15,45,58,776 9,02,90,321

Less: Depreciation (2,59,67,831) (2,31,97,778)

Net Profit before Tax 12,85,90,945 6,70,92,543

Less: Provision for Income Tax (4,65,16,286) (2,05,25,000)

Add: Provision for Deferred Tax 12,26,067 (12,82,989)

Net Profit after Tax 8,33,00,726 4,52,84,554

Add: Previous years profit

brought forward 19,18,69,955 14,65,85,401

Balance Profit carried forward 27,51,70,681 19,18,69,955

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 8832.79 lakhs (previous year Rs. 7886.80 lakhs) resulting in an increase of 12% over the previous year. The profit before tax is at Rs. 1285.91 lakhs (previous year Rs. 670.93 lakhs) resulting in an increase of 92%.

4. DIVIDEND

In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2015.

5. FUTURE PROSPECTS

The demand growth for the company''s product is strong. The product range includes human and veterinary active pharmaceutical ingredients, pharmaceutical intermediates and finished formulations.

The focus of the company is towards strengthening customer relationships, new product launches and better penetration of the markets.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

During the financial year the Company has transferred unpaid and unclaimed dividend amounting to Rs. 82,362/- to Investor Education and Protection Fund in terms of Section 205C of the Companies Act, 1956

7. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The risk management policy is available on the website of the company: www.nglfinechem.com

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 1 35 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 6th February 2015. The Committee consists of following Directors:

1. Mr. Milind Shinde-Chairman

2. Mr. Rajesh Lawande-Member

3. Mrs. Ajita Nachane-Member

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy which is attached as Annexure B to Director''s Report.

The Company has not made the relevant provisions for CSR activities in the Books of Accounts as it is scrutinizing various projects for which the money can be spent. Based on this scrutiny, the Company shall submit the relevant report in the ensuing year. The Company could not spend the money before finalizing this report as the company could not identify any suitable project.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

The Company has not given any loans or given any guarantees.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure C to Director''s Report

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished as Annexure D to Director''s Report

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 26th May, 2014, 30th July, 2014, 7th November, 2014 and 6th February, 2015.

15. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31,2015, and that of the profit of the Company for the year ended on that date.

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

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

(v) The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.-

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

16. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

17. PARTICULARS OF REMUNERATION

No details as required under section 197 (12) of the Companies Act 201 3 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been

provided as there are no employees drawing remuneration in excess of the prescribed limits.

The information as required under section 197 (12) of the Companies Act 2013 with regard to the comparative statement of remuneration paid to Directors and the median salary paid to the employees of the company is available for inspection at the company''s registered office during business hours.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 6, 2015 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website: www.nglfinechem.com

18. DIRECTORS

Mr. Suman Shantaram Lad, resigned from the office of Directorship with effect from 5th August, 2015. Your Directors place their appreciation for the work done by him during his tenure.

Mr. Jayaram Sitaram was inducted as an Additional Director on the Board of the Company on 5th August, 2015 pursuant to the provisions of section 149, 150, read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014. He would hold office till the conclusion of ensuing Annual General Meeting. Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to appoint as an Independent Director of the Company to hold office for 5 consecutive years commencing from 5th August 2015 to 4th August 2020. Your Directors hereby recommend his appointment as Independent Director of the Company and resolution for his appointment is put forward for your approval

Mrs. Ajita Nachane was inducted as an Additional Director on the Board of the Company on 15th September 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman director. She will hold office till the conclusion of ensuing Annual General Meeting. Your Directors hereby recommend her appointment as Director of the Company and resolution for her appointment is put forward for your approval.

The Board of Directors at their meeting held on August 5, 2015 approved re-appointment of Mr. Rajesh Lawande as Executive Director and CFO subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of three years commencing from June 1, 2015 to May 31, 2018.

Mr. Rahul Nachane is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Rajesh Lawande, Mr. Jayaram Sitaram and Mrs. Ajita Nachane as Directors of the Company. Your Directors recommend their appointment.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 201 3 and the relevant rules.

20. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded "SE 1B" indicating highest performance capability and moderate financial strength. The bank rating has been awarded BBB-/Stable. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB-/Stable.

21. STATUTORY AUDITORS

M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W were appointed as Statutory Auditors at their Annual General Meeting held on 12th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

22. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors of the company for financial year 2015-16.

23. SECRETARIAL AUDITOR

The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2014- 1 5 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1 ) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4. Their report is appended to this report as Annexure E to Director''s Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this Annual Report.

25. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

26. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

27. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure F.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

- Mr. Milind Shinde - Chairman

- Mr. Jayaram Sitaram - Member

- Mr. Rajesh N. Lawande - Member

- Mr. Suman Lad (Resigned on 5th August,2015)-Chairman

The above composition of the Audit Committee consists of independent directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com

29. Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

vi. The evaluation involves self-evaluation by the Board members and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

30. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently four Committees of the Board, as follows:

i. Audit Committee

ii. Corporate Social Responsibility Committee

iii. Nomination and Remuneration Committee

iv. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

31. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

32 ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

It is with great sorrow that the Board has to inform the members of the Company that the founder of the Company, Mr. Narayan Ganesh Lawande passed away this year on January 4, 2015. His towering personality and inspirational ideas have shaped the company for the past three decades. The Board and employees of the Company deeply mourn this loss and will miss his advice and guidance.

For and on behalf of the Board of Directors sd/-

Rahul Nachane

Chairman & Managing Director Mumbai, August 5, 2015.


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report with the Audited Balance Sheet, Statement of Profit & Loss Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2014.

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2014 are as follows:

Year ended Year ended on 31.03.2014 on 31.03.2013 Rupees Rupees

Profit before Depreciation 9,02,90,321 6,37,78,755 Less: Depreciation (2,31,97,778) (1,93,34,840)

Net Profit before Tax 6,70,92,543 4,44,43,915

Less: Provision for Income Tax (2,05,25,000) (90,00,000)

Provision for Deferred Tax (12,82,989) (63,51,942)

Net Profit after Tax 4,52,84,554 2,90,91,973

Add: Previous years profit

brought forward 14,65,85,402 11,74,93,429

Balance Profit carried forward 19,18,69,956 14,65,85,402

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 7886.80 lakhs (previous year Rs. 5556.86 lakhs) resulting in an increase of 42 over the previous year. The profit before tax is at Rs. 670.92 lakhs (previous year Rs. 444.44 lakhs) resulting in an increase of 51%.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2014 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has been able to effectively utilize the capacity added during the past two years. This has resulted in steep growth in sales during the past two years. The company is now consolidating its product range and intends to market its products more effectively by better penetration of markets.

In addition to bulk drugs and formulations, pharmaceutical intermediates now form an intrinsic portion of the company''s product portfolio. The company plans on improving sales and profitability during the next year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2014, and that of the profit of the Company for the year ended on that date.

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

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

I. DIRECTORS

Mrs. Pushpa Lawande was inducted as an Additional Director on the Board of the Company on 1st June, 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director. However due to her ill health she tendered resignation w.e.f 1st July, 2014 which was duly noted by Board of Directors.

The Board of Directors at their meeting held on 30th July 2014 approved re-appointment of Mr. Rahul Nachane as Managing Director and CEO subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of three years commencing from June 1, 2014 to May 31, 2017.

Mr. Suman Lad, Independent Director of the Company was liable to retire by rotation in this Annual General Meeting. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Suman Lad is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

Likewise the term of office of Mr. Milind Shinde is liable to be determined by retirement of Director by rotation pursuant to provisions of Companies Act, 1956. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Milind Shinde is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Suman Lad and Mr. Milind Shinde as Independent Directors of the Company. Your Directors recommend their appointment.

J. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded "SE 1B" indicating highest performance capability and moderate financial strength. The bank rating has been awarded BBB-/Stable. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB-/Stable.

K. AUDITORS

M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty sixth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Bharat Gandhi & Co, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

L. COST AUDITOR

M/s Krishna S & Associates, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year ended March 31, 2015. The resolution for ratification of remuneration paid to them is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

M. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2014-15.

N. SECRETARIAL AUDITOR

The Company has appointed Mr. Hemant Shetye, Partner of M/s HS Associates as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2014 - 2015 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

O. SUBSIDIARY COMPANIES

The company does not have any subsidiary company and therefore provision with respect to Section 212 of the Companies Act, 1956 are not applicable to the Company.

P. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

Q. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

R. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee in compliance with listing agreement.

S. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

It is with great regret the Board has to inform you of the demise of Mr. R. N. Bhalerao, Director of the Company on 2nd March 2014. Mr. Bhalerao has been on the Board as an Independent Director since 1994 and his contribution towards the growth and stability of the company has been immense. The board and employees of the company will greatly miss his wisdom, knowledge, integrity and encouragement.

For and on behalf of the Board of Directors Rahul Nachane

Chairman & Managing Director DIN 00223346

Mumbai, July 30, 2014.


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty Second Annual Report with the Audited Balance Sheet, Statement of Profit & Loss Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2013.

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2013 are as follows:

Year ended Year ended on 31.03.2013 on 31.03.2012 Rupees Rupees

Profit before Depreciation 6,37,78,755 2,91,60,803

Less: Depreciation (1,93,34,840) (1,35,32,279)

Net Profit before Tax 4,44,43,915 1,56,28,525

Less: Provision for Income Tax (90,00,000) (48,14,878)

Provision for Deferred Tax (63,51,942) (3,43,922)

Net Profit after Tax 2,90,91,973 1,04,69,725

Add: Previous years profit brought forward 11,74,93,429 10,70,23,704

Balance Profit carried forward 14,65,85,402 11,74,93,429



B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 5556.86 lakhs (previous year Rs. 3610.81 lakhs) resulting in an increase of 54% over the previous year. The profit before tax is at Rs. 444.44 lakhs (previous year Rs. 156.29 lakhs) resulting in an increase of 184%.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2013 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has doubled its capacity in the past two years. This has enabled the company to increase its sales. The company has expanded its product range and now sells over 12 APIS, in addition to this, the company also sells a range of intermediates and formulations.

The company plans to consolidate its product range further by adding some APIs during the current year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. VOLUNTARY DELISTING

The Company in compliance with the clause 6 (a) of Securities And Exchange Board of India (Delisting of Equity Shares) Regulation, 2009 has voluntarily delisted its Equity Shares from Madras Stock Exchange Limited with effect from 6th June 2012.

H. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

I. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2013, and that of the profit of the Company for the year ended on that date.

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

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

J. DIRECTORS

Mr. Milind Shinde is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

K. RATING

The company has been rated by Crisil Ltd. The SME rating has been awarded "SE 2B" indicating high performance capability and moderate financial strength. The bank rating has been awarded BBB-/Stable. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB-/ Stable.

L. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

M. COST AUDITOR

In accordance with the order received from the Central Government, the Company has appointed M/s Krishna S & Associates, Cost Accountant for the financial year ending March 31, 2013.

N. SUBSIDIARY COMPANIES

The company does not have any subsidiary company and therefore provision with respect to Section 212 of the Companies Act, 1956 is not applicable to the Company.

O. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

P. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

Q. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee in compliance with listing agreement.

R. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

For and on behalf of the Board of Directors

Rahul Nachane

Chairman & Managing Director

Mumbai, May 8, 2013.


Mar 31, 2012

The Directors have pleasure in presenting the Thirty First Annual Report with the Audited Balance Sheet, Statement of Profit & Loss and the notes and schedules thereon for the year ended 31 st March 2012

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2012 are as follows:

Year ended Year ended on 31.03.2012 on 31.03.2011 Rupees Rupees

Profit before Depreciation 2,91,60,803 4,78,47,039

Less: Depreciation (1,35,32,279) (93,61,004)

Net Profit before Tax 1,56,28,525 3,84,86,035

Less: Provision for Income Tax (48,14,878) (1,29,46,361)

Provision for Deferred Tax (3,43,922) (14,31,008)

Net Profit after Tax 1,04,69,725 2,41,08,666

Add: Previous years profit brought forward 10,70,23,705 8,29,15,039

Balance Profit carried forward 11,74,93,430 10,70,23,705

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 3610.81 lakhs (previous year Rs. 3537.77 lakhs) resulting in an increase of 2% over the previous year. The profit before tax is at Rs. 156.29 lakhs (previous year Rs. 384.86 lakhs) resulting in a decrease of 59%.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31 st March 2012 with a view to conserve resources.

D. FUTURE PROSPECTS

The company plans to commission its plant at Navi Mumbai at Unit NGL during Q1 of the year. We anticipate this plant to work at optimum capacity from Q4 of the current year.

The company has expanded its product range and now sells over 12 APIS, in addition to this, the company also sells a range of intermediates and formulations.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. VOLUNTARY DELISTING

The Company in compliance with the clause 6 (a) of Securities And Exchange Board of India (Delisting of Equity Shares) Regulation, 2009 has voluntarily delisted its Equity Shares from Ahmedabad Stock Exchange Limited w.e.f. 30/03/2012.

The Company has also filed an application with Madras Stock Exchange for getting its Equity Shares delisted. However the application is under process.

H. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

I. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2012, and that of the profit of the Company for the year ended on that date.

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

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

J. DIRECTORS

Mr. Ramchandra N. Bhalerao is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

K. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

L. COST AUDITOR

The Company had received order from Central Government dated December 16, 2010 requiring the Company to appoint Cost Auditor for the Financial Year 2010 -11 and every financial year thereafter.

Accordingly the Company has appointed M/s Krishna S & Associates, Cost Accountant for the financial year ending March 31, 2012.

The Report of the Cost Auditor is awaited.

M. SUBSIDIARY COMPANIES

The company does not have any subsidiary company and therefore provision with respect to Section 212 of the Companies Act, 1956 is not applicable to the Company.

N. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

O. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

P. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/Investors Grievance Committee in compliance with listing agreement.

Q. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

For and on behalf of the Board of Directors

Rahul Nachane

Chairman & Managing Director

Mumbai, May 21, 2012.


Mar 31, 2011

The Directors have pleasure in presenting the Thirtieth Annual Report with the Audited Balance Sheet, Profit & Loss Account and the notes and schedules thereon for the year ended 31s1 March 2011

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2011 are as follows:

Year ended Year ended on 31.03.2011 on 31.03.2010 Rupees Rupees

Profit before Depreciation 4,78,47,039 4,71,20,530

Less: Depreciation (93,61,004) (77,62,607)

Net Profit before Tax 3,84,86,035 3,93,57,923

Less: Provision for Income Tax (1,29,00,000) (1,38,50,000)

Provision for Deferred Tax (14,31,008) 15,36,603

Net Profit after Tax 2,41,55,027 2,70,44,526

Add/(Less): Prior years adjustments (46,361) 91,261

Add: Previous years profit 8,29,15,039 5,57,79,252 brought forward

Balance Profit carried forward 10,70,23,705 8,29,15,039

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 3504.10 lakhs (previous year Rs. 2782.35 lakhs) resulting in an increase of 26% over the previous year. The profit before tax is at Rs. 384.86 lakhs (previous year Rs. 393.58 lakhs) resulting in a decrease of 2%.

The sales are up on account of increased demand for the companys products in all the market segments. C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2011 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has commissioned its plant at Tarapur at Unit Alpha during the year. Production has commenced and we anticipate this plant to work at full capacity from Q2 of the current year. Major expansion and reconstruction has also been undertaken at our site at Navi Mumbai. This plant is expected to commence production in Q3 2011.

The company has also enlarged its product profile and intends to introduce two Active Pharmaceutical Ingredients (APIs) in the current year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2011, and that of the profit of the Company for the year ended on that date.

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

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

I. DIRECTORS

Mr. Suman S. Lad is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

Mr. Rahul Nachane is reappointed as Managing Director with effect from 1st June 2011 for a period of three years. The resolution for the appointment of the Managing Director is placed before you in the Annual General Meeting. The Directors recommend his re- appointment.

J. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

K. COST AUDITOR

The Company had received order from Central Government dated December 16, 2010 requiring the Company to appoint Cost Auditor for the Financial Year 2010 - 11 and every financial year thereafter.

Accordingly the Company has appointed M/s Krishna S & Associates, Cost Accountant for the financial year ending March 31, 2011,

The Report of the Cost Auditor is awaited.

L. SUBSIDIARY COMPANIES

The company does not have any subsidiary companies.

M. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

N. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

O. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/Investors Grievance Committee in compliance with listing agreement.

P. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

For and on behalf of the Board of Directors

Rahul Nachane Chairman & Managing Director

Mumbai, May 21, 2011.


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Ninth Annual Report with the Audited Balance Sheet, Profit & Loss Account and the notes and schedules thereon for the year ended 31st March 2010.

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2010 are as follows:

Year ended on Year ended on

31.03.2010 31.03.2009

Rupees Rupees

Profit before Depreciation 4,71,20,530 3,90,92,133

Less: Depreciation (77,62,607) (76,15,632)

Net Profit before Tax 3,93,57,923 3,14,76,501

Less: Provision for Income Tax (1,38,50,000) (1,11,50,000)

Provision for Deferred Tax 15,36,603 (5,64,229)

Fringe Benefit Tax - (1,67,150)

Net Profit after Tax 2,70,44,526 1,95,95,122

Add/(Less): Prior years adjustments 91,261 (27,65,340) Add: Previous years profit

brought forward 5,57,79,252 3,89,49,470

Balance Profit carried forward 8,29,15,039 5,57,79,252

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 2782.35 lakhs (previous year Rs. 2462.99 lakhs) resulting in an increase of 13% over the previous year. The profit before tax is at Rs. 393.58 lakhs (previous year Rs. 314.77 lakhs) resulting in an increase of 25%.

Your company was able to post higher sales due to volume growth in sales of its products. Your company now exports to countries across 5 continents.

In June 2009, there was a fire at one of the companys factories situated at Navi Mumbai. There was substantial loss suffered in terms of damage to assets and stocks. Partial operations have been restored at the manufacturing site and the plant is now being reconstructed.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2010 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has undertaken major expansion and reconstruction at two of its sites at Navi Mumbai & Tarapur. One of these plants is expected to commence production in August 2010 and the other is expected to commence production in April 2011.

The company has also enlarged its product profile and intends to introduce two Active Pharmaceutical Ingredients (APIs) in the current year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2010, and that of the profit of the Company for the year ended on that date.

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

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

I. DIRECTORS

Mr. Milind Shinde is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

The Company has revised the remuneration of Mr. Rahul Nachane, Managing Director and Mr. Rajesh Lawande, Executive Director of the Company with effect from 1sl January 2010, for the remaining term of tenure.

J. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

K. SUBSIDIARY COMPANIES

The company does not have any subsidiary companies.

L. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

M. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee in compliance with listing agreement. The Audit Committee was re-constituted with effect from 31st July 2009 and 31st January 2010.

N. COMPLIANCE CERTIFICATE

Compliance Certificate as required under section 383A of the Companies Act 1956 prepared and issued by HS Associates, Company Secretaries in Practice is annexed hereto.

O. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company

For and on behalf of the Board of Directors

Rahul Nachane

Chairman & Managing Director

Mumbai, May 21, 2010.

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