Directors Report of Omkar Pharmachem Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company and Audited Accounts for the financial year ended 31 st March 2015.

Financial Results ()Amount in Rs.)

Particulars For the year ended on For the year ended on on 31st March, 2015 on 31st March, 2014

Total income 0 697816

Profit (Loss) before (613186) 39394 depreciation and taxation

Depredation 0 0

Profit (Loss) Before Taxation (613186) 39394

Provision for Taxation 0 0

Profit (loss) After Tax (613186) 39394

Dividend:

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company.

Operations:

Due to current tough market situation and recession the company has decided not to proceed further for starting its commercial activities and to wait till appropriate environment is established. Constant watch is kept on market trends.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund :

Not applicable to the Company,

Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate And The Date Of The Report :

No such events have occurred.

Transfer To Reserves:

Not applicable to the Company.

Extract of the Annual Return :

The extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in specified Form No. MGT-9- annexed as Annexure A.

Number of Meetings of the Board :

Total Six Board meetings were held on 31.05.2014, 31.07.2014, 30.08.2014, 14.11.2014, 14,02.2015 and 31.03.2015 during the year.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 and based on the report from your Directors the operating Management confirms that:

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair so the company at the end of the financial year and of the loss of the company for that period;

c) jthe directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis,

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

Management Discussion and Analysis Report:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report

All the independent directors have submitted the Statement on declaration under sub-section (6) of section 149 of the Companies Act, 2013.

The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of Section 178 is annexed in Nomination and Remuneration Policy as Annexure B

There are no loans, guarantees or investments under section 186 by the Company during the year under report.

There are no contracts or arrangements with related parties referred to in sub section (1) of Section 188 during the year under report.

Conservation of energy:

The disclosure required in Section 134(5) of the Companies Act, 2013 is not applicable to the Company

Technology absorption :

There is no technology absorption during the year under report

Foreign exchange earnings and Outgo :

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: NIL

The policy on corporate social responsibility is not applicable to your Company.

The formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors are as follows:

As per Schedule IV of the Companies Act, 2013 the Independent Directors had held their separate meeting on 31st March 2015 to evaluate the performance etc In a manner as mentioned in clause VII of the schedule IV and the Board of Director at its meeting held on 31st May, 2015 also evaluated the performance of the Independent Directors, committees etc. in a manner as provided in clause VIII of the Companies Act, 2013.

Code of Conduct:

The Board of Directors of the Company has adopted a code of conduct and made it applicable to the Board members and senior management of the Company.

The Board arid Senior Management of the Company have affirmed compliance with the code.

Directors:

Mr. Harpal Singh Uppal has vacated his office of the directorship of the company due to death w.e.f. 6th November, 2014. The Board has placed on record its appreciation for the invaluable support and guidance received from Mr. Harpal Singh Uppal during his association with the Company

Mr. Parminder Sharma, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The Companies Act, 2013 and the revised Clause 49 of the Listing Agreement require that a Woman Director should be a member of the Board of Directors. Ms. Mamta Pachori was appointed by the Board of Directors as an Additional Director of the Company with effect from 31st March, 2015. Ms. Mamta Pachori holds office as an Additional Director of the Company up to the date of the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 along with prescribed deposit from a member of the Company signifying his intention to propose the candidature of Ms. Mamta Pachori for the office of a Director of the Company, Detail of the proposal for appointment of Ms. Mamta Pachori is mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 20th Annual General Meeting.

The current Directors of the company are Mr. Anurag Sharma, Parminder Sharma, Surender Singh Bindra and Mamta Pachori.

Details of significant and material orders passed by the Regulators, Courts and Tribunals :

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and company's operations in future.

The details In respect of adequacy of internal financial controls with reference to the Financial Statements : The Company has already formulated an Audit Committee which holds the Audit Committee meeting time to time to review the financial results, internal financial controls and risk management system, auditor's independence and performance etc. The Company has also appointed Internal Auditors who perform their duty on the basis of the scope of work allotted to them time to time.

Disclosures on remuneration of Directors / KMP / Employees :

No remuneration was paid to the Directors. Hence, the details of the percentage increase in remuneration of each director, does not arise. There was no increment made in payment of Salaries to the employees and KMPs during the year under report.

The number of permanent employees on the rolls of the Company is 2.

i) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

The earnings of the Key Managerial Personnel per annum are as follows:

Mr. Anurag Sharma, MD Rs. Nil

Mr, Amit Anand, CS Rs, 1.20 Lakh p. a.

The company has no revenue during the year.

II) Your Directors affirm that the remuneration paid to the employees and to Key Managerial:

Personnel was as per remuneration policy of the Company and there is no Employee, who received remuneration above the limit as prescribed by Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act,2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under the policy.

No sexual harassment complaint has been received by the Company during the year 2014-15.

Vigil mechanism / Whistle Blower Policy :

The Company has a Whistle Blower Policy / Vigil Mechanism for its directors and employees to report their concerns about the Company's working or about any violation of its policies and no personnel are being denied any access to the Audit Committee.

Disclosures relating to policies :

* Statement indicating development and implementation of Risk Management Policy is annexed as annexure "C" (Section 134(3)(n) of the Act]

* Trie CSR policy is not applicable to the Company

Share Capital:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 10.08 crore. During the year under review, the Company has not issued shares with differential voting rights, neither granted stock options nor sweat equity. As on 31st March, 2015, Mr. Parminder Sharma none of the Directors (except Mr. Parminder Sharma who holds 35000 share) of the Company hold shares or convertible instruments of the Company,

Fixed Deposit:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Rajesh J.

Shah & Associates, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from the conclusion of the 19th Annual General Meeting (AGM) of the Company held in the year 2014 till the conclusion of 24th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. Accordingly, a Resolution seeking Members ratification for their appointment is included at item no. 3 of the Notice convening the Annual General Meeting.

Secretarial Auditor:

In terms of section 204 of the Companies Act, 2013, the Board at its meeting held on 31st March, 2015 has appointed Shri Maulik Anilkumar Bhavsar, practicing Company Secretary, Ahmedabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the financial year 2014-15. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 is annexed herewith and marked as "Annexure - D",

Shri Maulik Anilkumar Bhavsar, practicing Company Secretary, Ahmedabad has been also appointed as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the financial year 2015-16 also in the Board meeting held on 30th August, 2015.

Internal Auditor:

M/s. V. R. Gopani & Co., Chartered Accountants, was appointed as an Internal Auditor of the company in the board meeting dated 31st March, 2015.

Explanation Or Comments On Qualifications, Reservations Or Adverse Remarks Or Disclaimers Made By The Auditors:

Remarks of Secretarial Auditors:

1. Form regarding appointment of additional director, Form DIR 12 will be filed soon.

2. Form regarding appointment of Internal Auditor and Secretarial Auditor, Form MGT14 will be filed soon.

3. The Company has not appointed Chief Financial Officer (CFO). The company is almost not doing any commercial activities and so as such, it does not require any such employee. Moreover the Company at present can not afford additional burden of salary of CFO. However the Company is in search of a CFO whose salary, the Company can bear. The Company will try its best to comply with the statutory requirement at earliest.

Details of Subsidiary/ Associate Companies :

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There is no subsidiary company within the meaning of section 2(87) of the companies Act, 2013.

Corporate Governance Report:

Under Clause 49 of the Listing Agreement with the Stock Exchanges, a section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Annual Report.

Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

Registered Office: 501, Mahakant Building, (Anurag Sharma) (Parmlnder Sharma) Opp.: V. S. Hospital, Ashram Managing Director Director Road, Ellisbrldge, Ahmedabad 380006. DIN-02289261 DIN- 00176300 CIN : L24231GJ1995PLC025276 Address of Director: Address of Director: A-727, Sarita Vihar, B-31/H.No,1743, Sector New Delhi-110076 32A, Urban State CHD Road, Ludhiana, 141001

Date : 30th August, 2015 Place : Ahemadabad

---

Mar 31, 2013

Dear Shareholders of OMKAR PHARMACHEM LIMITED

The Directors hereby present their 18th Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS : [Amount in Rs]

For the year ended on 31st March, 2013 2012

Total income 600000 650000 Profit (Loss) before depreciation and taxation (123893) (21491)

Depreciation

Profit (Loss) Before Taxation (123893) (21491)

Provision for Taxation

Profit (loss) After Tax (123893) (21491)

Dividend :

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company. Operations :

Due to current tough market situation and recession the company has decided not to proceed further for starting its commercial activities and to wait till appropriate environment is established. Constant watch is kept on market trends.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo :

(i) The Company has not made any investment to conserve energy or any work of technology absorption (ii) The Company has no foreign exchange earning or outgo during the year. Personnel:

There is no employee coming within the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Directors :

Mr. Anurag Sharma who retires by rotation and being eligible, offers themselves for reappointment.

Auditors and Auditors'' Report:

The auditors, M/s Mitesh P. Vora & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

Directors'' Responsibility Statement:

In terms of section 217(2AA) of the Companies Act, 1956, the directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.;

(ii) They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 profit of the Company for that year;

(iii) They have taken proper and sufficient care to the best of their knowledge and ability, 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) They have prepared the annual accounts on a going concern basis. Corporate Governance :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

Fixed Deposits :

Your company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

Appreciation :

The directors sincerely express their deep appreciation to the employees at all levels, Bankers and Shareholders for their sustained support and co-operation and hope that the same will continue in future.

For and on behalf of the Board

Place : Ahmedabad (Anurag Sharma)

Date : 31st May, 2013 Managing Director

---

Mar 31, 2010

The Directors have pleasure in resenting the Annual Report along with the Audited statement of Accountants of the company for the financial year ended on 31s march, 2010.

FINANCIAL RESULTS [Rs. in lacs]

For the year ended on 31st March, 2010 2009

Total income --

Profit (Loss) before depreciation and taxation (6.48) (6.91)

Depreciation -- --

Profit (Loss) Before Taxation (6.48) (6.91)

Provision For Taxation -- --

Profit (loss) After Tax (6.48) (6.91)

Available for appropriation (67.80) (61.32)

DIVIDED

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company.

OPERATIONS

Due to current tough market situation and recession the company has decided not to proceed further for starting its commercial activities and to wait till appropriate environment is established. Constant watch is kept on market trends.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 217(1)(e) of the companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is as under:

(i) The Company has not made any investment to conserve energy or any work of technology absorption.

(ii) a) Power and Fuel Consumption : Nil

b) Foreign Exchange Earning and Outgo : The Company has no foreign exchange earning or outgo during the year.

PERSONNEL

There is no employee coming within the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Anurag Sharma who retires by rotation and being eligible, offers himself for reappointment.

AUDITORS AND AUDITORS REPORT

Auditors M/s Mitesh P. Vora & Co., Chartered Accountants, Ahmedabad, the retiring auditors have furnished their eligibility u/s 224 (1-B) of the Companies Act, 1956 and offer themselves for re-appointment. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act, 1956, the directors would like to state that:

(i) in the preparation of the annual account, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year covered under this Report and of the profit/loss of the company for the year;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the Provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

APPRECIATION

The directors sincerely express their deep appreciation to the employees at all levels, Bankers and Shareholders for their sustained support and co-operation and hope that the same will continue in future.

ON BEHALF OF BOARD OF DIRECTORS

Place: Ahmedabad ANURAG SHARMA HARPAL SINGH

Date: 31st May, 2010 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2009

The Directors have pleasure in resenting the Annual Report along with the Audited statement of Accountants of the company for the financial year ended on 31st march, 2009.

FINANCIAL RESULTS . [Rs. in lacs]

For the year ended on 31st March,

2009 2008

Total income

Profit(Loss) before depreciation and taxation (6.91) (4.02)

Depreciation ,

Profit (Loss) Before Taxation (6.91) (4.02)

Provision For Taxation

Profit (loss) After Tax (6.91) (4.02)

Available for appropriation (61.32) (54.40)

DIVIDED

your directors regret their inability to propose any dividend in view of the accumulated losses of the company.

OPERATIONS

Due to current tough market situation and recession the company has decided not to proceed further for starting its commercial activities and to wait till appropriate environment is established. Constant watch is kept on market trends.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 217(1 )(e) of the companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is as under:

(i) The Company has not made any investment to conserve energy or any work of technology absorption.

a) Power and Fuel Consumption : Nil

b) Foreign Exchange Earning and Outgo : The Company has no foreign exchange earning or outgo during the year.

PERSONNEL

There is no employee coming within the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975.

DIRECTORS

Mr. Avez Ahmed and Mr. Parminder Sharma, who retire by rotation and being eligible, offer themselves for reappointment. AUDITORS AND AUDITORS REPORT

Auditors M/s Mitesh P. Vora & Co., Chartered Accountants, Ahmedabad, the retiring auditors have furnished their eligibility u/s 224 (1-B) of the Companies Act, 1956 and offer themselves for re-appointment. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act, 1956, the directors would like to state that:

(i) in the preparation of the annual account, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year covered under this Report and of the profit/loss of the company for the year;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

APPRECIATION

The directors sincerely express their deep appreciation to the employees at all levels, Bankers and Shareholders for their sustained support and co-operation and hope that the same will continue in future.

Place : Ahmedabad ON BEHALF OF BOARD OF DIRECTORS

Date: 30th June,2009

ANURAG SHARMA HARPAL SINGH MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2003

The Directors have pleasure in presenting the EIGHTH Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2003.

FINANCIAL RESULTS [Rs. in lacs]

For the year ended on 31st March,

2003 2002

Total Income - 0.01

Profit(loss) before depreciation and taxation (6.38) (6.30)

Depreciation - -

Profit (Loss) Before Taxation (6.38) (6.30)

Provision For Taxation - -

Profit (Loss) After Tax (6.38) (6.30)

Available for appropriation (27.14) (20.76)

DIVIDEND

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company

OPERATIONS

Due to current tough market situation and recession the company has decided not to proceed further for starting its proposed pharmaceutical division and to wait till appropriate environment is established. During year the company has not made any commercial activities.

Efforts made towards technology absorption, adoption and inovation. Constant watch is kept on market trends.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION : ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to 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 is as under:

(i) The company has not made any investment to conserve energy or any work of technology absorption.

(ii) a) Power and Fuel Consumption : Nil

b) Foreign Exchange Earning and Outgo : The Company has no foreign exchange earning or outgo during the year.

PERSONNEL

There is no employee coming within the provisions Section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975.

DIRECTORS

Director Mr. Kirtikumar Laxmichand Shah who retire by rotation and being eligible, offer himself for reappointment.

AUDITORS AND AUDITORS REPORT

Auditors M/s mitesh P. vora & Co., Chartered Accountants, Ahmedabad, the retiring auditors have furnished their eligibility u/s 224 (1 -B) of the Companies Act, 1956 and offer themselves for re-appointment. The notes to the accounts reffered to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

(i) in the preparation of the annual account, the applicable accounting standards had been followed along with propre explanation relating to material departures,

(ii) the directoor had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company at the end of the financial year covered under this Report and of the profit/loss of the Company for the year;

(iii) the directors had taken proper and sufficient care for the maintenance for adequate accounting records in accordance with the Provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

APPRECIATION

The directors sincerely express their deep appreciation to the employees at all levels,Bankers.Customers and Shareholders for their sustained support and co-operation and hope that the same will continue in future.

ON BEHALF OF BOARD OF DIRECTORS

Sd/- Sd/-

ANURAG SHARMA HARPAL SINGH JT. MANAGING DIRECTOR DIRECTOR

Place - Ahmedabad Date -31st August, 2003

---

Mar 31, 2002

The Directors have pleasure in presenting the Seventh Annual Report alongwith the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2002.

Fiancial Results [Rs. in Lacs]

For the year ended on 31st March,

2002 2001

Total Income 0.01 0.07

Profit (Loss) before depreciation and taxation (6.30) (3.75)

Depreciation - -

Profit (Loss) Before Taxation (6.30) (3.75)

Provision For Taxation - -

Profit (Loss) After Tax (6.30) (3.75)

Available for Appropriation (20.76) (14.46)

DIVIDEND

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company.

OPERATIONS

Due to current tough market situation and recession the company has decided not to proceed further for starting its proposed pharmaceutical division and to wait till appropriate enviornment is establihed. During tyear the company has not made any commercial activities.

Efforts made towards technology absorption, adoption and inovation. Constant watch is kept on market trends.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION : ENERGY, TECHNOLOGY AND FOREIGH EXCHANGE

Information pursuant to 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 is as under:

(i) The Company has not made any investment for conserve energy or any work of technology absorption.

(ii) a) Power and Fuel Consumption : Nil

b) Foreign Exchange Earning and Outgo : The Company has no foreign earning or outogo during the year.

PERSONNEL

There is no employee coming within the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Director Shri Serendra Singh Bindra who retire by rotation and being eligible, offer himself for reappointment.

Director Shri Mr. Harpal Singh appointed as an additional director offer himself for reapointment.

AUDITORS AND AUDITORS REPORT

Auditors M/s. Mitesh P. Vora & Co., Chartered Accountants, Ahmedabad, the retiring auditors have furnished their eligibility u/s. 224 (1-B) of the Companies Act, 1956 and offer themselves for re-appointment. The notes to the accounts reffered to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENTS

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors would like to state that:

(i) In the preparation of the annual account, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(ii) the director had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the financial year covered under this Report and of the profit / loss of the Company for the year;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS Your Comapny has not accepted any deposit within the meaning of section 58A of the Comapanies Act, 1956 and the Rules made there under.

APPRECIATION

The directors sincerely express their deep appreciation to the employees at all levels, Bankers, Customers and Shareholders for their sustained support and co-operation and hope that the same will continue in future.

BY ORDER OF THE BOARD

Sd/- Sd/- Anurag Shrma Harpal Singh Jt. Managing director Director

PLACE : AHMEDABAD DATE : 31 ST AUGUST, 2002