Home  »  Company  »  Parnax Lab L  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Parnax Lab Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Standalone basis)

Rs. In lacs

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

Revenue from Operations 1663.11 1903.02

Profit before Depreciation and Tax 45.88 96.23

Less : Depreciation 79.85 80.49

Tax Expenses (55.62) (25.24)

Net Profit for the year

Add. Profit & Loss A/c Bal of (121.39) (39.4823) Previous year

Appropriations:

Proposed Dividend NIL NIL

Dividend Distribution Tax - on Proposed Dividend N.A. N.A.

Transfer to General Reserve NIL NIL

Balance c/fd to Balance Sheet as at 31.03.2015. (119.79) (121.39)

2. STATEMENT OF COMPANY'S AFFAIRS:

During the year the net income from operations on standalone basis declined marginally from 1903.02 lacs to 1663.11 lacs. Due to increase in operational cost the profit from operations got reduced. Your Directors are taking optimum efforts to increase the profits through aggressive sales campaign.

3. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended on 31st March, 2015.

4. TRANSFER TO RESERVES:

The Company has not transferred amount to any reserve.

5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The relations between Company and its employees being cordial and no instance of any Industrial Dispute reported during the year 2014-15. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The required disclosures with respect to Remuneration and other details of employees are available at the registered office of the company during working hours:

Monday to Saturday 10.00 AM to 06.30 PM. (Excluding Public Holidays)

6. SUBSIDIARY COMPANY:

The Company has one Subsidiary Company as on March 31, 2015 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company.

Pursuant to the provision of Section 129(3) of the act, a statement containing silent features of the financial statements of the company's subsidiary in Form AOC-1 is attached to the financial Statements of the Company.

7. DEPOSITS:

During the Financial Year 2014-15 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure - I to this Report

9. BOARD OF DIRECTORS:

During the year 2014-15 Mrs. Ami Mihir Shah (Holding DIN-03101049) is appointed as an Additional Director/Woman Director of the Company w.e.f. 31st March 2015 and Mr. T.V. Anantharaman (Holding DIN 07147028) is appointed as an Additional Independent Director of the Company w.e.f. 31st March 2015 Subject to approval of Shareholder in 33rd Annual General Meeting.

At the ensuing 33rdAnnual General Meeting of the Company the Directors Mr. Baiju Mahasukhlal Shah (Having DIN 00440806) is liable to retire by rotation and being eligible offers themselves for re-appointment. Board recommends their re-appointment to the members for consideration in the ensuing 33rd Annual General Meeting.

10. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration) , Rules 2014 are as per Annexure - II to this Report.

11. NUMBER OF MEETINGS OF THE BOARD:

Five Board Meetings were held during the year 2014-15 pursuant to Section 173 (1) of Companies Act, 2013 on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015 and 31st March 2015. The further details regarding Board Meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are not material departures from the same.,

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2015 and the profit and loss of the Company for that period.,

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

(d) the Directors have prepared Accounts on 'going concern' basis., and

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

(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.

13. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

As per the declarations received from Independent Directors their appointment as an Independent Director of the Company was in compliance with Section 149 (6) of the Companies Act, 2013, and

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.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company's website on www.naxparlab.com. The other details with respect to Committee composition and meetings are given in Board of Directors Section of Corporate Governance Report annexed to this Report.

15. COMMENTS ON AUDIT REPORTS:

There are no qualification, reservation or adverse remark or disclaimer made by M/s Ladha Singhal & Associates, Chartered Accountants and by M/s. HS Associates, Company Secretary in Practice in his secretarial audit report for the year ended on 31st March, 2015.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As on 31st March, 2015 there was no outstanding balance or transactions with respect to the Mutual Fund Investments.

During the year the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2014-15 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

The related party transactions were at arm's length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure - III to this Report. The policy on Related Party Transactions is available on Company's website- www.naxparlab.com.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Directors were reviewed during the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013.

The separate meeting of an Independent Directors were held during the year to evaluate the performance of other Non- Independent Directors and of the Board as a whole, also the performance of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory as during the year 2014-15.

20. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance along with necessary certificates and Statement of Management Discussion and Analysis are annexed to this report as Annexure - IV.

21. STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s Ladha Singhal & Associates. (Membership No: 104151) hold office until the conclusion of forthcoming 33rd Annual General Meeting of the Company and are eligible for re-appointment. The Board has received necessary Certificate from Statutory Auditors and the Audit Committee has recommended their re-appointment. Hence the Board hereby recommend to the members the re-appointment of Statutory Auditors till the conclusion of 34rd Annual General Meeting of the Company subject to the ratification of appointment by the members at respective Annual General Meetings.

22. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

23. SECRETARIAL AUDITORS & REPORT:

The Secretarial Audit Report as Annexed to this report as Annexure-V by M/s HS Associates, Company Secretaries for the year ended on 31st March, 2015 does not contain any adverse or qualifying remarks. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2016.

24. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and Listing Agreement with Stock Exchanges. The Committees of the Board are Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings and its Compositions are incorporated in the Board of Directors section of Corporate Governance Report annexed to this Report.

25. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company's Website www.naxparlab.com.

26. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2015 and the Internal Financial Controls are operating effectively.

27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.

28. ACKNOWLEDGMENTS:

The Board of Directors hereby express thanks to all the Shareholders, Customers, Suppliers, Associates, Employees and various Authorities for extending their valued support and patronage to the Company.

For and on behalf of the Board Prakash Mahasukhlal Shah

Date: 14 August 2015 (DIN 00440980) Mumbal Chairman


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting 32nd Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2014.

1. Financial results

The financial results are briefly indicated below:

Particulars Year ended on Year ended on 31-03-2014 31-03-2013 Amount in Rs. Amount in Rs.

Total Income 179,415,422.94 259,051,392.46

Other Income 10,887,225.68 9,428,331

Depreciation 8,048,853.00 7,473,943.44

Net Profit/(Loss) before Tax (14,662,924.31) (4,740,420.53)

Less: Provision for Taxation (2,523,540) (792,190)

Net Profit/(Loss) after Tax (12,139,384.31) (3,948,230.53)

2. Business operations:

In the current financial year, your Company reported Turnover of Rs. 194,437,087/- (Rupees Nineteen crore forty four lakh thirty seven thousand and eighty seven only) as against Rs. 277,263,766 /- (Rupees twenty seven crore seventy two lacs sixty three thousand seven hundred and sixty six only) in the financial year 2012-13. There was substantial decrease in the net revenue operations and other income, and total expenditure accounted more than revenue resulting in loss after tax of Rs. 12,139,385/- (Rupees one crore twenty one lakh thirty nine thousand three hundred and eighty five only) as against Rs. 3,948,231/- (Rupees thirty nine lacs forty eight thousand two hundred and thirty one only) in the financial year 2012-13.

3. Dividend:

Considering loss in the current year, your directors do not recommend any dividend.

4. Fixed deposits:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

5. Subsidiary:

The financial performance of the subsidiary company ''Naxpar Pharma Private Limited'' is highlighted below:

Naxpar Pharma Pvt Ltd is engaged in the business of formulations of Liquid Orals, Ointments & External Powders. During the year 2012-2013, company reported revenue from operations amounting to Rs. 50,68,04,290.98/- as against Rs. 30,02,09,327.48/- in the previous year and recorded profit of Rs.370,76,313.44/- as against previous year profit of Rs.210,44,952.82

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. Thereby company has not attached the Balance Sheet of the Subsidiary Company.

Shareholders who wish to have a copy of the annual accounts and other related information of the Subsidiary Company will be provided the same on receipt of a written request from them. The annual accounts of the Subsidiary Company will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

6. Consolidated accounts:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the Bombay Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

7. Composition of board of directors:

Mr Prakash Shah, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting. Further, there has been appointment of Mr Manharbhai Jhavari and Mr Vindyak Desai as the Independent directors for the period of five years i.e. up to March 31, 2019.

8. Director''s responsibility statement:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 affairs of the company at the end of the financial year and of the Profit of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. Stock exchange requirements:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2015.

10. Conservation of energy, technological absorption & foreign exchange:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure I forming part of this Report.

11. Foreign exchange earnings and outgoings:

The details of the foreign exchange transactions are given below:

(In Rupees)

Particulars 2013-2014 2012-2013

Total Foreign Exchange Earned 9,48,68,191 13,51,27,490

Total Foreign Exchange Used 6,26,103 5,51,450

12. Particulars of employees:

There were no employees during the whole or part of the year receiving remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 and rules made thereunder.

13. Corporate governance code:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as Annexure - II

14. Committees of board:

Board has constituted Committees pursuant to Clause 49 of Listing Agreement with Stock Exchange. The Audit Committee and the Shareholders Committee are constituted by the Board comprising of 3 members as per Clause 49 of Listing Agreement with Stock Exchange.

15. Appointment of Cost Auditor and Secretarial Auditor

The Board has appointed Mr Ankit Chande as the cost auditor and HS Associates as the Secretarial auditor of the company for theyear 2014-15.

16. Re-appointment of statutory auditors:

The Auditors, M/s. Ladha Singhal & Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

17. Auditors'' report:

The Auditors'' Report to the Shareholders does not contain any qualification.

18. Acknowledgments:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

For and on behalf of Board

Sd/- Prakash Shah Whole Time Director & CEO (DIN 00440980) Place: Mumbai Date: August 14, 2014


Mar 31, 2013

To The Members of Parnax Lab Limited

The Directors have great pleasure in presenting 31st ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2013.

1. Financial results:

The financial results are briefly indicated below:

(Rupees)

Year Ended Particulars March 31, 2013 March 31, 2012

Revenue From Operations 259,051,392 558,787,713

Other Income 9,428,331 5,808,235

Total Expenditure 273,220,144 641,270,503

(Loss) Before Taxes (4,740,421) (76,674,554)

Less: Provision for Income Tax (net off short/(excess) provision for earlier years) (792,190) 24,186,268

(Loss) After Taxes (3,948,231) (52,488,286)

2. Business operations:

In the current financial year, your Company reported Turnover of Rs. 277,263,766/- (Rupees twenty seven crore seventy two lacs sixty three thousand seven hundred and sixty six only) as against Rs. 574,338,781/- (Rupees fifty seven crore forty three lacs thirty eight thousand seven hundred and eighty one only) in the financial year 2011-12. There was substantial decrease in the net revenue operations and other income, and total expenditure accounted more than revenue resulting in loss after tax of Rs. 3,948,231/- (Rupees thirty nine lacs forty eight thousand two hundred and thirty one only) as against Rs. 52,488,286/- (Rupees five crore twenty four lacs eighty eight thousand two hundred and eighty six only) in the financial year 2011-12.

3. Dividend:

Considering loss in the current year, your directors do not recommend any dividend.

4. Fixed deposits:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

5. Subsidiary:

Pursuant to approval of scheme of amalgamation, Naxpar Pharma Pvt Ltd became the subsidiary company of the Company; the financial performance of the subsidiary company is highlighted below:

Naxpar Pharma Pvt Ltd is engaged in the business of formulations of Liquid Orals, Capsules, Ointments, External Powders and Tablets. During the year 2012-2013, company reported revenue from operations amounting to Rs. 300,209,327/- as against Rs. 371,856,358/- in the previous year and recorded profit of Rs. 21,044,951/- as against previous year profit of Rs. 24,526,927.

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. Thereby company has not attached the Balance Sheet of the Subsidiary Company.

Shareholders who wish to have a copy of the annual accounts and other related information of the Subsidiary Company will be provided the same on receipt of a written request from them. The annual accounts of the Subsidiary Company will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

6. Consolidated accounts:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the Bombay Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

7. Composition of board of directors:

In accordance with the articles of association, Mr. Manharbhai Jhavari, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

8. Director''s responsibility statement:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 affairs of the company at the end of the financial year and of the Profit of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. Stock exchange requirements:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2014.

10. Conservation of energy, technological absorption & foreign exchange:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure I forming part of this Report.

11. Particulars of employees:

There were no employees during the whole or part of the year receiving remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 and rules made there under.

12. Corporate governance code:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as Annexure – II and III respectively.

13. Committees of board:

Board has constituted Committees pursuant to Clause 49 of Listing Agreement with Stock Exchange. The Audit Committee and the Shareholders Committee are constituted by the Board comprising of 3 members as per Clause 49 of Listing Agreement with Stock Exchange.

14. Re-appointment of statutory auditors:

The Auditors, M/s. Ladha Singhal & Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

15. Auditors'' report:

The Auditors'' Report to the Shareholders does not contain any qualification.

16. Acknowledgments:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

By order of the board

Sd/-

Place: Mumbai Prakash M. Shah

Date: August 14, 2013 Chairman & Whole time Director


Mar 31, 2012

TO, THE MEMBERS PARNAX LAB LIMITED

The Directors have great pleasure in presenting 30th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

The financial results are briefly indicated below:

(Rupees)

PARTICULARS YEAR ENDED March 31, 2012 March 31, 2011

Revenue From Operations 558,787,713 NIL

Other Income 5,808,235 NIL

Total Expenditure 641,270,503 577,521

(Loss) Before Taxes (76,674,554) (577,521)

Less: Provision for Income Tax (net off 24,186,268 NIL short/(excess) provision for earlier years)

(Loss) After Taxes (52,488,286) (577,521)

Previous Year Balance Brought Forward (2,472,637) (1,895,117)

Balance Brought Forward On Merger 60,512,935 NIL

Balance Carried to Balance Sheet 5,552,012 (2,472,637)

2. BUSINESS OPERATIONS:

Pursuant to approval of scheme of amalgamation between Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd with the Company, the Annual Financial Results of the Company were prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and accounting treatment specified in the duly approved scheme of amalgamation. On account of merger, there was substantial increase in the net revenue operations and other income, however total expenditure accounted more than revenue resulting in loss after tax of Rs. 52,488,286. The accumulated profit from the merged entity accounted at Rs. 60,512,935 which was over and above the earlier retained earnings of the Company and current year loss, ultimately resulting into surplus retained earnings of Rs. 5,552,012. The Company as a part of restructuring exited the current business of Trade and Investment and ventured into Pharmaceutical Business as it is more conducive considering the higher opportunity to grow thereby contributing higher value for shareholder, less prone to risk and more profitable as compared to Trade and Investment activity. For entering into pharmacy business shareholders' approval by Postal ballot was accorded in terms of section 17 and 149 (2A) of the Companies Act, 1956.

3. DIVIDEND:

Considering loss in the current year, your directors do not recommend any dividend.

4. FIXED DEPOSITS:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

5. SUBSIDIARY:

Pursuant to approval of scheme of amalgamation between Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd with the Company, Naxpar Pharma Pvt Ltd became the subsidiary company of the Company; the financial performance of the subsidiary company is highlighted below:

Naxpar Pharma Pvt Ltd is engaged in the business of formulations of Liquid Orals, Capsules, Ointments, External Powders and Tablets. During the year 2011-2012, company reported revenue from operations amounting to Rs. 371,856,358 as against Rs. 275,847,719 in the previous year and recorded profit of Rs. 24,526,927 as against previous year profit of Rs. 5,974,029.

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. As required under the circular, the Board of

Directors at its meeting held on January 16, 2012, passed a resolution giving consent for not attaching the Balance Sheet of the Subsidiary Company.

Shareholders who wish to have a copy of the annual accounts and other related information of the Subsidiary Company will be provided the same on receipt of a written request from them. The annual accounts of the Subsidiary Company will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

6. CONSOLIDATED ACCOUNTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the Bombay Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

7. COMPOSITION OF BOARD OF DIRECTORS:

In accordance with the articles of association, Mr. Baiju Shah, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

8. DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 affairs of the company at the end of the financial year and of the Profit of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. AMALGAMAMTION OF NAXPAR LAB PVT LTD AND PARNAX LAB PVT LTD WITH THE COMPANY:

Scheme of amalgamation between Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd with the Company was approved by Hon'ble High Court of Bombay vide order no. 446 of 2011 dated December 2, 2011 and subsequent to said approval the entire undertakings belonging to Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd as on the appointed date i.e. November 1, 2010 were transferred to the Company in terms of the scheme of amalgamation.

10. INCREASE IN AUTHORISED AND PAID UP CAPITAL ON AMALGAMATION

- AUTHORISED CAPITAL

In terms of clause 12.1 of the duly approved scheme of amalgamation, the entire authorised capital of the Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd, the transferor companies was clubbed with the authorised share capital of the Company, thereby augmenting the authorised capital from Rs. 77,500,000/- (Rupees Seven Crores Seventy Five Lakhs Only) divided into 7,750,000 (Seventy Seven Lakhs Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 100,000,000 (Rupees Ten Crores Only) divided into 10,000,000 (One Crore Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

- PAID UP CAPITAL

In terms of clause 9.1 and 9.2 of the duly approved scheme of amalgamation, equity shares in the ratio of 3:5 and 1:6 were issued to the shareholders of Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd respectively on January 16, 2012, thereby augmenting the paid up equity capital from Rs. 32,000,000 (Rupees Three Crores Twenty Lakhs Only) divided into 3,200,000 (Thirty Two Lakhs) of Rs. 10/- (Rupees Ten Only) each to Rs. 85,048,660 (Rupees Eight Crores Fifty Lakhs forty Eight Thousand Six Hundred Sixty Only) divided into 8,504,866 (Eighty Five Lakhs Four Thousand Eight Hundred Sixty Six Only) of Rs. 10/- (Rupees Ten Only).

- CHANGE OF NAME

Consequent to entry in the Pharmaceutical Business, name of the Company was changed to 'Parnax Lab Limited' after obtaining necessary approval of Registrar of Companies, Mumbai and shareholders under section 21 of the Companies Act, 1956. The consent of the shareholders was sought by sending notice under section 192 (2A) of the Companies Act, 1956 i.e. passing of resolution by postal ballot and rules made thereunder. In compliance with the said section, Mr. Hemant Shetye, Practicing Company Secretary was appointed as scrutinizer in this regard and had submitted his report stating the resolution pertaining to name change was passed unanimously, thereafter necessary forms were filed with the Registrar of Companies Mumbai and certificate approving name change was received on April 11, 2012.

11. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2013.

12. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure I forming part of this Report.

13. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year receiving remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 and rules made thereunder.

14. CORPORATE GOVERNANCE CODE:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as Annexure - II and III respectively.

15. COMMITTEES OF BOARD:

Board has constituted Committees pursuant to Clause 49 of Listing Agreement with Stock Exchange. The Audit Committee and the Shareholders Committee are constituted by the Board comprising of 3 members as per Clause 49 of Listing Agreement with Stock Exchange.

16. RE-APPOINTMNET OF STATUTORY AUDITORS:

The Auditors, M/s. Ladha Singhal & Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

17. AUDITORS' REPORT:

The Auditors' Report to the Shareholders does not contain any qualification.

18. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

PLACE: MUMBAI BY ORDER OF THE BOARD

DATE: JULY 6, 2012 SD/-

PRAKASH SHAH

CHAIRMAN AND WHOLE TIME DIRECTOR


Mar 31, 2010

The Directors have great pleasure in presenting 28th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Rupees)

YEAR ENDED

PARTICULARS 31st March 31st March 2010 2009

Total Income 65,752 40,000

Total Expenditure 2,66,119 2,35,141

Profit (Loss) before Taxes (2,00,367) (1,95,141)

Less: Provision for Income Tax (net off short/ (excess) NIL NIL provision for earlier years)

Profit (Loss) After Taxes (2,00,367) (1,95,141)

Previous Year Balance Brought Forward (16,94,749) (14,99,608)

Balance carried to Balance Sheet (18,95,117) (16,94,749)

2. DIVIDEND:

In view of the carried forward losses, your directors do not recommend any dividend.

3. FIXED DEPOSITS:

The Company has not accepted public deposits within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under.

4. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company.

5. DIRECTORS:

Following were appointed as director:

>¦ Mr. Mahesh G. Naidu as additional director with effect from January 20,2010 and as executive director w.e.f August 1,2010

>¦ Mr. K. Gopalkrishnan and Mr. Vinayak B. Desai as additional director with effect from August 1,2010.

In terms of Section 260 of the Companies Act, 1956, their term expires at the ensuing Annual General Meeting. Their candidature for the appointment as Director of the Company is proposed to be placed for approval of the shareholders at the ensuing Annual General Meeting.

Further, Mr. Rasik J Chaturvedi, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The members are requested to re-appoint him in the ensuing Annual General Meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 affairs of the company at the end of the financial year and of the Profit of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

7. COMPLIANCE CERTIFICATE:

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

8. SHARE CAPITAL:

During the year the authorised share capital was increased from Rs.30,000,000/- (Three Crores Only) divided into 3,000,000 (Thirty Lakhs) equity shares of Rs. 10/- each to Rs. 40,000,000 (Four Crores Only) divided into 4,000,000(Forty Lakhs) equity shares of Rs. 10/- each.

The Paid up share capital was also increased from Rs. 4,000,000/- (Forty Lakhs Only) to Rs.32,000,000/- (Three Crores Twenty Lakhs Only) by way of preferential allotment dated April 8,2010 pursuant to section 81 (1 A) of the Companies Act, 1956.

9. CHANGE IN REGISTERED OFFICE:

The Company has shifted its registered office from 136, Greet Western Building, Nagindas Master Road, Extension, Fort to 107, Bldg No. 9, Jogani Industrial Complex, Chunabhatti, Mumbai - 400 022 w.e.f. 1st August, 2010, after complying with the necessary provisions of the Companies Act, 1956 and Listing agreement.

10. CORPORATE GOVERNANCE CODE:

The corporate governance code is mandatory for the listed companies having paid up capital of Rs. 3,00,00,000/- (Three Crores) or more. Since the paid up capital of the Company as on March 31, 2010 is Rs. 40,00,000 (Forty Lakhs) i.e. below the aforesaid limit, the Corporate Governance code is not mandatory to the Company.

However, considering the privilege of the corporate governance code, the company is keen to adopt and comply with the code from the financial year starting from April 2010.

11. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2011.

12. AUDITORS:

M/s. Koshal & Associates, Chartered Accountants, Thane, Statutory Auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

13. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE:

Since the Company does not carry out any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars) Rules, 1988 are not applicable.

Further, as per the requirement of aforesaid rules, the Company hereby specifies that there were no foreign exchange transactions during the year.

14. PARTICULARS OF EMPLOYEES:

In accordance with the provision of Section 217(2A) of the Companies Act, 1956, read with the Companies Particulars of Employees Rules, 1975, there were no employees during the whole or part of the year that were in receipt of remuneration in excess of limits as mentioned in the said section and hence no details are given as such.

15. EXPLANATION TO QUALIFICATION POINT NO. (VIII IN ANNEXURE TO AUDITORS REPORT;

The Management has taken it into consideration and assures the establishment of formal internal audit system from the financial year ended March 31,2010.

16. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

BY ORDER OF THE BOARD

Sd/- DATE: JULY 31,2010 PETER THOMAS

PLACE: MUMBAI CHAIRMAN AND DIRECTOR


Mar 31, 2004

The Directors present the 22nd Annual Report together with audited Statement of Accounts for the year ended 31st March 2004.

FINANCIAL RESULTS :

Amount in (Rs) Amount in(Rs) 31.3.2004 31.3.2003

Profit/(Loss) for the year (26,065) (2,10.812)

Add: Debit Balance brought forward from (30,21,654) (28,10,842) previous year

Credit/(Debit) Balance Carried to Balance Sheet (30,47,719) (30,21,654)

DIVIDEND:

In view of the losses, incurred your Directors do not recommend any Dividend.

In accordance with the provisions of the Companies Act, 1956 and as per provisions of the Articles of Association of the Company, Shri Peter Thomas retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS:

Shri. Santosh Joshi has resigned from the Board of Directors w.e.f. 28/08/2004. The Board of Directors place on record its appreciation for the valuable guidance extended by him during the course of the association with the company.

Shri. Rajendra Chaturvedi has been appointed as additional director w.e.f. 25/08/2004 and holds the office upto the date of the forthcoming Annual General Meeting of the company.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 2000, the directors confirm that :

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

ii) appropriate accounting policies have been selected and applied consistently, and 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, 2004 and of the Loss of the company for the said period have been made;

iii) proper and sufficient cure 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) the annual accounts have been prepared on a going concern basis.

PERSONNEL,ENERGY,TECHNOLOGY AND FOREIGN EXCHANGE

1. There were no employees in receipt of remuneration as specified u/s 217(2A) of the Companies Act. 1956.

2. The particulars required by the Companies (Disclosure of Particulars in reports of Board of Directors) pursuant to Section 217 (I) (e) with regard to Conservation of Energy and Technological Absorption are not applicable to the Company.

3. There arc no earnings or outgoings in foreign exchange during the year.

AUDITORS :

The Auditors of the Company M/s Agrawal & Jindal hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. The Company has received certificate from the Auditors that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

ON BEHALF OP THE BOARD

DIRECTOR DIRECTOR

PLACE : Mumbai DATE : 31.08.2004