Directors Report of Pochiraju Industries Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in placing before you the 21st Annual Report on the working and progress of the Company along with audited accounts of the company for the financial year ended 31st March, 2016 and the report of the auditors thereon.

FINANCIAL RESULTS

Key aspects of the company‘s financial performance for the year 2015-16 are tabulated below:

Particulars	2015-16 (Rs. in Lakhs)	2014-15 (Rs. in Lakhs)
Gross Revenue	967.21	13912.47
Total Expenditure	6109.11	14022.10
Profit before Depreciation and taxation	(4673.27)	2867.92
Depreciation	468.62	396.42
Profit/(Loss) before tax(PBT)	(5141.90)	(109.63)
Less: Provision for Current tax	35.42	(224.34)
Profit/(Loss) after tax	(5177.32)	114.71
Prior Period Items	-	-
Profit / (Loss) after Prior Period Items	(5177.32)	114.71
Profit Brought Forward from previous year	8788.00	8675.51
Adjustment on account of Change in Depreciation accounting policy	-	(2.21)
Net Profit / (Loss) carried to Balance Sheet	3610.67	8788.00

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company''s bankers PNB has taken action under SARFEASI act and taken possession of the Company''s properties resulting total stoppage of Company''s operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2015-2016, the company has not change the nature of business.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial condition and results of operations of the company for the period under review as required under clause 49 of the listing agreement of the stock exchange, is given as a separate statement forming part of this Annual report.

BUSINESS INNOVATION, EXPANSION AND DIVERSIFICATION

The Company''s operations were affected and become nil as the Company''s bankers issued notice under SARFEASI act and taken possessions of the properties of the Company.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Details of re-appointment /appointment of the director:

Name of the Director	Dr. A. Ramaiah
Date of Birth	14/09/1934
Date of Appointment	30/04/2007
Qualifications	P.hd. in BioChemistry
No. of Shares held in the Company	16,80,619
Directorships held in other companies (excluding private limited and foreign companies)	Nil
Positions held in mandatory committees of other companies	Nil

Details of re-appointment /appointment of the director:

Name of the Director	Dr. K.S.R. Siva Sai
Date of Birth	02/12/1963
Date of Appointment	30/04/2007
Qualifications	Post Doctoral in Immunology
No. of Shares held in the Company	16,80,619
Directorships held in other companies (excluding private limited and foreign companies)	Nil
Positions held in mandatory committees of other companies	Nil

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Sri Dr. A Ramaiah, Sri Dr. K S R Siva Sai and Sri Dr. S S N Murthy Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).(Format Annexure II)

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(7) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

€ 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

€ The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

APPOINTMENT OF AUDITORS:

M/s. M. M. Reddy & Co., Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their reappointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. M. M. Reddy & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDIT:

The company has not appointed any Internal Auditors for the financial year 2015-16.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Vivek Surana, Practising Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2015 and given explanations in Notes to Accounts annexed to Balance Sheet.

However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted is at the same that there is no company secretary, CFO and Internal Auditors appointed during the year in the company but the company is taking necessary measures to appoint the same at the earliest.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

7. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the notes to the financial statements.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from Punjab National Bank.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS:

As required under clause 49(VIII)(A)(2) of the listing agreement, the Company has disclosed the policy on dealing with related party transactions at Company''s website at www.palred.com.

Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the remuneration of Rs. 63,00,000/-p.a. has been provided but not paid to Mr. P. Sudhakar, Managing Director of the Company due to financial crisis.

LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Limited and National Stock Exchange India Limited (NSE) and confirms that it has paid the Annual Listing Fees where the Company''s Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

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 workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, NSDL, CDSL, Punjab National Bank for their continued support for the growth of the Company.

For and on behalf of the Board of

Pochiraju Industries Limited

Sd/-

Place: Tamilnadu P.Sudhakar

Date: 12.08.2016 Managing Director

(DIN 00164844)

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Mar 31, 2015

Dear Members,

We have pleasure in presenting the 20th Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS: [INSERT AS PER INFORMATION FROM THE COMPANY]: (Rs. In Lakhs)

Particulars 2014-2015 2013-2014

Gross Income 13912.47 11973.63

Profit Before Interest and Depreciation 949.04 2,219.96

Finance Charges 662.24 538.47

Gross Profit 286.79 1,681.49

Provision for Depreciation 396.42 570.94

Net Profit Before Tax (109.63) 1110.55

Provision for Tax (224.34) 73.88

Net Profit After Tax 114.71 1036.67

Minority Interest -- --

Balance of Profit brought forward 8675.51 7638.84

Add: Adjustment for Change in accounting 2.21 -- policy of Depreciation

Balance available for appropriation -- --

Proposed Dividend on Equity Shares -- --

Tax on proposed Dividend -- --

Transfer to General Reserve -- --

Surplus carried to Balance Sheet 8788.00 8675.51

During the year under review, the Company has recorded an income of Rs.13912.47 lacs and the Profit of Rs.114.71 lacs as against the income of 11973.63 lacs and reported profit of Rs. Rs.1036.67 lacs in the previous financial year ending 31.03.2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2014-2015, the company has not change the nature of business. DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial condition and results of operations of the company for the period under review as required under clause 49 of the listing agreement of the stock exchange, is given as a separate statement forming part of this Annual report.

BUSINESS INNOVATION, EXPANSION AND DIVERSIFICATION

The Board has reviewed the progress of the Agri Division, Bio Pharma Division and Pharma Divisions of the Company.

The Board has reviewed and taken note of the Research and Development activities of the Bio Pharma Division and taken note the following:

The Bophirima division's R & D center was operational since 2009 and is recognized by Department of Scientific and Industrial Research (DSIR), Ministry of Science, Government of India. With a team of scientific professionals the center is involved in the process development of different segments of biologies such as vaccines, probiotics, peptides and Therapeutic Proteins. All the research and development expenditure including the overheads of the Bo Pharma Plant at Alexandria Knowledge Park since last 6 years were met from the internal generations of the Company's Agri division.

Presently there are around more than ten molecules which are ready for commercial production which requires dedicated production blocks /suits for dedicated segments/products for which the company has gone ahead with Phase II expansion with an estimated additional capital cost of around Rs. 64.00 crores . The Company has already invested around Rs. 25.00 crores on Phase II expansion from its internal generations of its Agri Division.

The Company is looking for a Strategic Investor and was in negotiations with potential investors. The negotiations done during December 2014 and January 2015 could not be materialized due to unacceptable terms and conditions which the Management of the Company felt are detrimental to the best interest of the Company.

Presently the Company is in negotiation with an Israeli MNC for turnkey completion of Phase II and equity participation.

The agro operations of the Company involve mainly 1. The floriculture unit of the Company situated at Satyamangalam village, HosurTaluk, Krishnagiri District, Tamilnadu, 2. Nursery Operations and 3. Trading of fresh agro produce like Flowers, Fruits, Vegetable, Plants and other related agro commodities. The agro division's major revenues are from its trading activity.

The Company has tie up with around three thousand farmers all over India for procurement of different agriculture produce. Traditionally The Company supports the farmers by supplying inputs during the sowing season and procures the produce during harvest and supplies the same to local markets which involves requirement of huge working capital.

Due to the severe cyclonic storm during last year in costal Andhra Pradesh and unseasonal rains in Southern States like Tamilnadu, Karnataka and Kerala the production of agriculture produce was badly affected thereby severely effecting the procurement of the same in the third and fourth quarter of financial year 2014-2015. Traditionally the Company's agro division used to support farmers during the unfavorable climatic conditions thereby ensuring the supply chain of procurement. But due to liquidity constrains the Company could not support the farmers resulting in lower quantities of supplies.

The Company Floriculture unit is almost 17 years old and as such Company has undertaken major replacement of top soil in its 23 acres farm and replanting of plants which also involve substantial non-revenue expenditure.

The Board has taken note and reviewed of all the expenditure incurred on Bophirima division for its R & D activities and overheads incurred during the last 5 to years, and the amount spent on capital expenditure for Phase II expansion from the internal generations of agri division. This is in addition to the interest and installments paid to Punjab National Bank for the term loan taken on Pase I.

All these factors affected the financial liquidity of the Company and resulted in working capital scarcity.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, none of the Directors got appointed, however Mr. B. V. Ramana Reddy, Director of the company resigned w.e.f. 26.09.2014. The Board placed on record his sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Sri Dr. A Ramaiah, Sri Dr. K S R Siva Sai and Sri Dr. S S N Murthy Independent Directors of the Company under Section 149(7] of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria oftheir Independence laid down in Section 149(6].(FormatAnnexure II]

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9] & (10] of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTOR S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a] In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c] 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;

(d] The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

APPOINTMENT OF AUDITORS:

M/s. M. M. Reddy & Co., Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. M. M. Reddy & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDIT:

The company has not appointed any Internal Auditors for the financial year 2014-15.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3](f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Vivek Surana, Practising Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and given explanations in Notes to Accounts annexed to Balance Sheet.

However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted is at the same that there is no company secretary, CFO and Internal Auditors appointed during the year in the company but the company is taking necessary measures to appoint the same at the earliest.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m] of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption :

1. Research and Development (R&D]: NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules 2014, during the financial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the notes to the financial statements.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from Punjab National Bank.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS:

As required under clause 49(VIII](A](2] of the listing agreement, the Company has disclosed the policy on dealing with related party transactions at Company's website at www.pochiraju.co.in.

Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12] of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration] Rules, 2014, the remuneration of Rs. 31,50,000/-p.a. has been paid to Mr. P. Sudhakar, Managing Director of the Company.

LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Limited and National Stock Exchange India Limited [NSE] and confirms that it has paid the Annual Listing Fees where the Company's Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

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 workplace (Prevention, Prohibition and Redressal] Act, 2013. Internal Complaint Committee (ICC] has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received: Nil

* No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, NSDL, CDSL, Punjab National Bank for their continued support for the growth of the Company.

For and on behalf of the Board of Pochiraju Industries Limited

Sd/-

Place: Hyderabad P.Sudhakar Date: 10.08.2015 Managing Director (DIN 00164844)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in placing before you the Nineteenth Annual Report on the working and progress of the Company along with audited accounts of the company for the financial year ended 31st March, 2014 and the report of the auditors thereon.

FINANCIAL RESULTS

Key aspects of the company''s financial performance for the year 2013-14 are tabulated below:

2013-14 2012-13 Particlars (Rs. in Lakhs) (Rs. in Lakhs)

Gross Revenue 11973.63 10885.80

Total Expenditure 10863.08 10197.63

Profit before Depreciation and taxation 1220.55 1220.55

Depreciation 570.94 532.37

Profit/(Loss) before tax(PBT) 1110.55 688.17

Less: Provision for Current tax 73.88 167.44

Profit/(Loss) after tax 1036.67 520.73

Prior Period Items - -

Profit / (Loss) after Prior Period Items 1036.67 520.73

Profit Brought Forward from previous year 7638.84 7118.10

Net Profit / (Loss) carried to Balance Sheet 8675.51 7638.84

OPERATIONS

The Company has recorded a turnover of Rs.11973.63 lacs in the current year. The Company earned a Net profit of Rs.1036.67 lacs after depreciation and taxes. The amount of Net profit available for appropriation after adjustments for prior period items is Rs. 1036.67 lacs and the same is carried to balance sheet. The operations during the year ended on 31st March, 2014 were encouraging. The company has been continuously working on quality up gradation and cost reduction plans.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec-58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING

The equity shares of your company are listed on The Bombay Stock Exchange Limited and National Stock Exchange Limited.

MANAGEMENT AND DISCUSSION ANALYSIS

The management discussion and analysis of the financial condition and results of operations of the company for the period under review as required under clause 49 of the listing agreement of the stock exchange, is given as a separate statement forming part of this Annual report.

BUSINESS INNOVATION, EXPANSION AND DIVERSIFICATION

Your company has completed the construction of Phase I and Phase II of its Bio Pharma Unit at Shameerpet, Hyderabad IS under implementation. Your management is happy to inform you that the unit''s R & D Block, Administrational Block and Canteen Block along with the required necessary support services are fully operational. The company''s R & D division of Bio pharma is focusing mainly on Five Segments namely Biologics, Vaccines, Therapeutic Peptides, Probiotics and Parenterals. The company has developed many molecules with innovative process technologies, leading to high yielding and low costs Therapeutics..

The company''s agriculture and F & V divisions are having regular operations with steady growth. Presently the company apart from growing its own flowers in the green houses also procuring many varieties of flowers from different farmers all over the country and also its procurement for its F & V division is being done directly from farmers and also on contract farming basis. Taking into consideration the growth potential of this segment both in domestic and overseas and the relative locational and costs advantages your company is contemplating to setup its production bases in African. Your company is also planning to expand its agri operations into Agri Logistic, Infrastructure and Distribution.

You company to finance its present Phase II expansion of Bio pharma and for other Capex needs intends to raise Funds through Institutional Borrowings, FCCB/ECB, Preferential Allotments subject to the prevalent and applicable statutory approvals.

BANKS AND FINANCIAL INSTITUTIONS

Presently our Bankers are Punjab National Bank for our Biopharma Unit at Shameerpet. We have very good business relationship with our bankers and the bank has been supporting us throughout our business growth plans.

CHANGES IN THE BOARD OF DIRECTORS

In accordance with the Companies Act, 1956 and 2013 read with Articles of Association of the company the Directors, Sri. P.Sudhakar and Smt.P.Sailaja will retire by rotation and are eligible for reappointment. Your Board recommends the re-appointment of the above Directors in the best interest of the company. Sri.B.V. Ramana Reddy independent director of the company retires by rotation at this annual general meeting.The Board in his place recommends Sri D.G. Prasad as an independent director. Sri. D.G. Prasad is a professionally qualified Chartered Accountant and an Ex Banker with a rich, long and varied experience in Banking Industry. Sri. D.G. Prasad retired as an Executive Director in Exim Bank and represented and is representing as an Independent Director in several prestigious blue chip companies. His experience and expertise will greatly help the company in its direction and growth path. Your Board recommends the appointment of Sri. D.G. Prasad as an Independent Director on Company''s Board in the interest of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 and other relevant provisions of the Companies Act 2013 the Board of Directors of your Company hereby certifies and confirms that:

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

ii. We have selected such accounting policies and applied them consistently and made judgment 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 or loss account of the company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

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

PERSONNEL

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended,and other relevant applicable provisions of Companies Act 2013 the names and other particulars of employee(s) are set out in the annexure of this report.

AUDITORS

M/s M.M. Reddy & Co, Chartered Accountants, Hyderabad, retires at the conclusion of ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends for their reappointment.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the Listing Agreement of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as an Annexure.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and other business constituents for their consistent support to the Company. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees has enabled the Company to achieve sustained growth in the operational performance during the year under review.

Place:Hyderabad For and on behalf of the Board Date:14.08.2014 Pochiraju Industries Limited

Sd/- P. Sudhakar Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in placing before you the Eighteenth Annual Report on the working and progress of the Company along with audited accounts of the company for the financial year ended 31 st March, 2013 and the report of the auditors thereon.

FINANCIAL RESULTS

Key aspects of the company''s financial performance for the year 2012-13 are tabulated below:

Particulars 2012-13 2011-12 particulars (Rs. in Lakhs) (Rs. in Lakhs)

Gross Revenue 10885.80 7243.20

Total Expenditure 10197.63 5757.45

Profit before Depreciation and taxation 1220.55 1658.67

Depreciation 532.37 172.92

Profit/(Loss) before tax(PBT) 688.17 1485.75

Less: Provision for Current tax 167.44 0

Profit/(Loss) after tax 520.73 1485.75

Prior Period Items

Profit / (Loss) after Prior Period Items 520.73 1485.75

Profit Brought Forward from previous year 7118.10 5632.35

Net Profit / (Loss) carried to Balance Sheet 7638.84 7118.10

OPERATIONS

The Company has recorded a turnover of Rs. 10885.80 lacs in the current year. The Company earned a Net profit of Rs. 520.23 lacs after depreciation and taxes. The amount of Net profit available for appropriation after adjustments for prior period items is Rs. 520.23 lacs and the same is carried to balance sheet. The operations during the year ended on 31 March, 2013 were encouraging. The company has been continuously working on quality up gradation and cost reduction plans.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec-58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING

The equity shares of your company are listed on The Bombay Stock Exchange Limited and National Stock Exchange Limited.

MANAGEMENT AND DISCUSSION ANALYSIS

The management discussion and analysis of the financial condition and results of operations of the company for the period under review as required under clause 49 of the listing agreement of the stock exchange, is given as a separate statement forming part of this Annual report.

BUSINESS INNOVATION, EXPANSION AND DIVERSIFICATION

Your company has completed the construction of all the Blocks for Phase I and Phase II of its Bio Pharma Unit at Shamirpet, Hyderabad. Your management is happy to inform you that the unit''s R & D Block, Administrational Block and Canteen Block along with the required necessary support services are fully operational. Plant and Machinery and equipment for the production blocks for Phase I are installed and for Phase II is under progress.

The company''s agriculture and F & V divisions are having regular operations with steady growth. Presently the company apart from growing its own flowers in the green houses also procuring many varieties of flowers from different farmers all over the country and also its procurement for its F & V division is being done directly from farmers and also on contract farming basis. Taking into consideration the growth potential of this segment both in domestic and overseas and the relative locational and costs advantages your company is contemplating to setup its production bases in African countries such as Kenya, Ethiopia, Ghana, Tanzania etc and also identified large areas of lands for acquisition during the coming financial year.

BANKS AND FINANCIAL INSTITUTIONS

Presently our Bankers are Punjab National Bank for our Biopharma Unit at Shameerpet. We have very good business relationship with our bankers and the bank has been supporting us throughout our business growth plans.

CHANGES IN THE BOARD OF DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Directors, Dr.K.SivaSai and Dr. S.S.N.Murthy will retire by rotation and are eligible for reappointment. Your Board recommends the re-appointment of the above Directors in the best interest of the company. Sri.Ramaraj Selvam retires by rotation at this annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 217 (2 AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

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

ii. We have selected such accounting policies and applied them consistently and made judgment 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 or loss account of the company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

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

PERSONNEL

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended, the names and other particulars of employee(s) are set out in the annexure of this report.

AUDITORS

M/s M.M. Reddy & Co, Chartered Accountants, Hyderabad, retires at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends for their reappointment.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the Listing Agreement of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as an Annexure.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and other business constituents for their consistent support to the Company. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees has enabled the Company to achieve sustained growth in the operational performance during the year under review.

Place: Hyderabad For and on behalf of the Board

Date:14.08.2013 Pochiraju Industries Limited

Sd/-

P Sudhakar

Managing Director

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Mar 31, 2012

The Directors have pleasure in placing before you the Seventeenth Annual Report on the working and progress of the Company along with audited accounts of the company for the financial year ended 31st March, 2012 and the report of the auditors thereon.

FINANCIAL RESULTS

Key aspects of the company's financial performance for the year 2011-12 are tabulated below: (Rs. in lakhs)

Particulars 2011-12 2010-11

Gross Revenue 7243.20 5543.94

Total Expenditure 5757.45 4336.67

Profit before Depreciation and taxation 1658.67 1380.19

Depreciation 172.92 172.92

Profit/(Loss) before tax(PBT) 1485.75 1207.27

Less: Provision for Current tax 0 35.06

Profit/(Loss) after tax 1485.75 1172.21

Prior Period Items - -

Profit / (Loss) after Prior Period Items 1485.75 1172.21

Profit Brought Forward from previous year 5632.35 4460.14

Net Profit / (Loss) carried to Balance Sheet 7118.10 5632.35

OPERATIONS

The Company has recorded a turnover of Rs.7243.20 lacs in the current year. The Company earned a Net profit of Rs. 1485.75 lacs after depreciation and taxes. The amount of Net profit available for appropriation after adjustments for prior period items is Rs. 1485.75 lacs and the same is carried to balance sheet. The operations during the year ended on 31st March, 2012 were encouraging. Inspite of global reces- sion your company achieved decent results. The company has been continuously working on quality up gradation and cost reduction plans.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec-58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING

The equity shares of your company are listed on The Bombay Stock Exchange Limited and National Stock Exchange Limited.

MANAGEMENT AND DISCUSSION ANALYSIS

The management discussion and analysis of the financial condition and results of operations of the company for the period under review as required under clause 49 of the listing agreement of the stock exchange, is given as a separate statement forming part of this Annual report.

BUSINESS INNOVATION, EXPANSION AND DIVERSIFICATION

Your company has completed the construction of all the Blocks of its Bio pharma Unit at Shamirpet, Hyderabad. Your management is happy to inform you that the unit's R & D block, Administrational Block and Canteen Block along with the required necessary support services are fully operational. Plant and Machinery and equipment for the production blocks are being installed and the management is contemplating to complete the validation of the facility, plant and machinery by the end of this financial year.

The company's agriculture and f & v divisions are having regular operations with steady growth. Presently the company apart from growing its own flowers in the green houses also procuring many varieties of flowers from different farmers all over the country and also its procurement for its f & v division is being done directly from farmers and also on contract farming basis. Taking into consideration the growth potential of this segment both in domestic and overseas and the relative locational and costs advantages your company is contemplating to setup its production basis in African countries such as Kenya, Ethiopia, Ghana , Tanzania etc and also identified large areas of lands for acquisition during the coming financial year.

BANKS AND FINANCIAL INSTITUTIONS

Presently our Bankers are Oriental Bank of Commerce for our Agriculture division and Punjab National Bank for our Biopharma Unit at Shameerpet. We have been dealing with OBC since 1998 and PNB since 2010. We have very good business relationship with our bankers and the bank has been supporting us throughout our business growth plans.

CHANGES INTHE BOARD OF DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Directors, Dr.A. Ramaiah and Smt.P.Sailaja retire by rotation and are eligible for reappointment.

Your Board recommends the re-appointment of the above Directors in the best interest of the company.

Sri Selvam Ramaraj was appointed as additional director of the company in terms of Section 260 of the Companies Act, 1956.He holds office up to the date of ensuing Annual General Meeting .The Company has received notice in writing from a member proposing the candidature of Sri Selvam Ramaraj as Director liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

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

ii. We have selected such accounting policies and applied them consistently and made judgment 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 or loss account of the company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

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

PERSONNEL

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended, the names and other particulars of employee(s) are set out in the annexure of this report.

AUDITORS

M/s M.M. Reddy & Co, Chartered Accountants, Hyderabad, retires at the conclusion of ensuing Annual General Meeting and are eligible for re- appointment. The Board recommends for their reappointment.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the Listing Agreement of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as an Annexure.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and other business constituents for their consistent support to the Company. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees has enabled the Company to achieve sustained growth in the operational performance during the year under review.

Place: Hyderabad Date: 27.08.2012

By order of the Board Pochiraju Industries Limited

Sd/- P Sudhakar Managing Director

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Mar 31, 2010

The Directors have pleasure in placing before you the Fifteenth Annual Report on the working and progress of the Company alongwith audited accounts of the company for the financial year ended 31st March, 2010 and the report of the auditors thereon.

FINANCIAL RESULTS

Key aspects of the companys financial performance for the year 2009-10 are tabulated below:

(Rs. in lakhs)

Particulars 2009-10 2008-09

Gross Revenue 4333.54 3579.74

Total Expenditure 3237.55 2770.13

Profit before Depreciation and taxation 1285.95 1151.91

Depreciation 138.90 128.33

Profit/(Loss) before tax(PBT) 1147.05 1023.58

Less: Provision for Current tax 21.95 49.55

Profit/(Loss) after tax 1125.10 974.03

Prior Period Items - -

Profit / (Loss) after Prior Period Items 1125.10 974.03

Profit Brought Forward from previous year 3335.04 2361.01

Net Profit / (Loss) carried to Balance Sheet 4460.14 3335.04

OPERATIONS

The Company has recorded a turnover of Rs.4333.54 lacs in the current year. The Company earned a Net profit of Rs.1125.10 lacs after depreciation and taxes. The amount of Net profit available for appropriation after adjustments for prior period items is Rs. 1125.10 lacs and the same is carried to balance sheet. The operations during the year ended on 31st March, 2010 were encouraging. Inspite of global recession your company achieved decent results. The company has been continuously working on quality up gradation and cost reduction plans.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec-58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING

The equity shares of your company are listed on The Bombay Stock Exchange Limited and National Stock Exchange Limited

MANAGEMENT AND DISCUSSION ANALYSIS

The management discussion and analysis of the financial condition and results of operations of the company for the period under review as required under clause 49 of the listing agreement of the stock exchange, is given as a separate statement forming part of this Annual report.

BUSINESS INNOVATION, EXPANSION AND DIVERSIFICATION

The scope of the project has been increased to include manufacture of Vaccines and monoclonal anti bodies and as a result the cost of the project was revised to Rs. 6089.00 lakhs including a term loan component of Rs. 3000.00 lakhs. The construction of the state of art Biotech plant at Shapoorji Pallonji Biotech Park at Shameerpet is under active progress. Major production equipment is under errection and commissioning of the pant for validations will commence in another 9 months time. Our company has got DSIR Approval and Recognition for R&D activities.

Under the F&V division currently the company is procuring and sourcing different kinds of F&V from Farmers and is supplying them to all the major retail chains, institutions in the southern part of India and will expand to other regions in the coming financial years. Our company is also exploring to expand its agriculture division in African countries more particularly Kenya, Ethiopia etc.

BANKS AND FINANCIAL INSTITUTIONS

Presently our Bankers are Oriental Bank of Commerce and we have been dealing with them since 1998. We have very good business relationship with our bankers and the bank has been supporting us throughout our business growth plans. For our Biotech Division – BIOPIL and Pharma Divisions – PHARMAPIL our company is opting to go for multiple banking with leading Nationalised Banks.

CHANGES IN THE BOARD OF DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Directors, Dr. K. S. R. Siva Sai and Dr. S. S. N. Murthy retire by rotation and are eligible for reappointment.

Your Board recommends the re-appointment of the above Directors in the best interest of the company. There are, otherwise, no changes in the constitution of the Board of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

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

ii. We have selected such accounting policies and applied them consistently and made judgment 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 or loss account of the company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

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

PERSONNEL

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended, the names and other particulars of employee(s) are set out in the annexure of this report.

AUDITORS

M/s. B Rama Rao & Co., Chartered Accountants, Hyderabad, retires at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends for their reappointment

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the Listing Agreement of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as an Annexure.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and other business constituents for their consistent support to the Company. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees has enabled the Company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board

Pochiraju Industries Limited

Sd/- Place: Satyamangalam P Sudhakar

Date: 24.08.2010 Managing Director