Directors Report of Prism Medico and Pharmacy Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting their 14thAnnual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars	Financial Year 2015-16 (Rs. millions)	Financial Year 2014-15 (Rs. millions)
Total Income	1.49	0.15
Total Expenditure	-1.14	-0.17
Profit/(Loss) before Taxation	0.34	-0.02
Profit/ (Loss) after Taxation	0.34	-0.08

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 3,40,000/- during the financial year. Your Director expects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

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

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

7. RELATED PARTY TRANSACTIONS :

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report.

8. NUMBER OF MEETINGS:

The Board has met Six times during the financial year, the details of which are as under:

29^th May 2015, 14^th August 2015, 02^nd September 2015, 30^th September 2015, 22^nd December 2015, 28^th March 2016.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

9. COMPOSITION OF COMMITTEES:

During the F.Y 2015-16, Four Audit Committee Meetings, Four Stakeholder Grievance Committee Meetings, and One Nomination And Remuneration Committee Meeting were held and the Composition as on 31.03.2016 is as below:

AUDIT COMMITTEE
Ms. Uma Pareek	Chairman & Independent Director
Ms. Charu Pareek	Member & Independent Director
Mr. Pallav Parajulee	Member & Independent Director

STAKEHO	LDER GRIEVANCE COMMITTEE
Mr. Pallav Parajulee	Chairman & Independent Director
Ms. Uma Pareek	Member & Independent Director
Ms. Charu Pareek	Member & Independent Director

NOMINATION AND REMUNERATION COMMITTEE
Mr. Pallav Parajulee	Chairman & Independent Director
Ms. Uma Pareek	Member & Independent Director
Ms. Charu Pareek	Member & Independent Director

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholder''s Relationship Committees.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RE-APPOINTMENT OF DIRECTOR:

Mr. Sachin Sharma who retires by rotation being eligible offers himself for re-appointment at the ensuing Annual General meeting.

B. INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

C. APPOINTMENT OF INDEPENDENT DIRECTOR:

The Board of Directors appointed Mrs. Charu Pareek as an Additional Director at their meeting held on 22^nd May,

2015. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

D. CESSATION OF DIRECTOR:

None of the Directors had resigned in the F.Y 2015-16.

E. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

(i) Mr. Sachin Sharma - Managing Director

(ii) Mr. Vikas Aggarwal- Company Secretary & Compliance Officer

12. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities

Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

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

d) The Directors had prepared the accounts for the financial year ended 31st March, 2016 on a going concern basis.

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.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made there under and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is not appended herewith. ANNEXURE A

15. AUDITORS & AUDITORS REPORT:

The Board put forward the appointment of R. Mahajan & Associates, Chartered Accountants, as statutory auditors of the Company who was appointed in 13^th Annual General Meeting for shareholder''s ratification for the year 2016-17, who has also given their consent to act as a Statutory Auditor for the year 2016-17.

Necessary Resolution for ratification of their appointment has been proposed in the Notice of Annual General Meeting for the consideration of the Members of the Company.

16. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

17. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Mayank Bhartiya, Company Secretary as Secretarial Auditor of the Company for the financial Year 2015-16. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board''s Report. This report contains a qualification as mentioned below:

“The Company did not appoint a CFO (KMP) during the Financial Year 2015-16. ”

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE B

19. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has given loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 and in line with the approval taken from the shareholders in the previous AGM. The details of the Loans given is mentioned under the schedules annexed to Balance Sheet

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

22. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

(i) Bombay Stock Exchange Limited (BSE Ltd.)

23. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned there in.

24. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report. ANNEXURE C.

25. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE730E01016 has been allotted for the Company.

Further the Company does not have any Equity shares lying in the Suspense Account.

26. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support

By Order of the Board

Registered Office: For Prism Medico & Pharmacy Limited

23/91 , White Bungalow , Yashwant Nagar,

Near Filmistan Studio and Patkar College,

Opposite BMC School, Goregaon West, Mumbai-400104.

CIN - L51109MH2002PLC206595 Sd/-

Sachin Sharma

Chairman

Date: 22.08.2016

Place: Mumbai

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Mar 31, 2014

Dear Members,

The Directors present the 12th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Total Revenue Nil 6.07

Less : Total Expenditure 5.07 24.74

Profit / (Loss) before tax (5.07) (18.67)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax Nil Nil

Profit / (Loss) After tax (5.07) (18.67)

Balance of Profit/(Loss) as per last Balance Sheet (29.63) (10.97)

Balance of Profit/(Loss) carried to Balance Sheet (34.70) (29.63)

REVIEW OF OPERATIONS:

During the year under review, the Company did not earn any revenue as against Rs. 6.07 Lacs in the previous year. The Loss before tax is Rs. 5.07 Lacs as against loss of Rs. 18.67 Lacs in previous year. The Loss after tax was Rs. 5.07 Lacs as against loss of Rs.18.67 Lacs in the previous year. Your directors expect better performance & recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, and the Articles of Association of the Company, Mr. Alok Pathak, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends for his re-appointment. Further, the Board of Directors of the Company appointed Mr. Kuldeep Kumar and Mr. Jatin Aggarwal as Additional (Independent) Directors of the Company w.e.f 18th August, 2014.

In terms of the Provisions of Section 161 of the Companies Act, 2013, Mr. Kuldeep Kumar and Mr. Jatin Aggarwal hold office as such up to the date of ensuing Annual General Meeting of the Company. The Company has received notices from directors themselves under Section 160 of the Companies Act, 2013 together with necessary deposit proposing their candidature for the office of Director of the Company. The Board recommends for their appointment as Directors of the Company.

Mr. Venkatraman Chandrashekar and Mrs. Madhulika Gautam, Directors of the Company has resigned from the Directorship of the Company w.e.f. 15th July, 2014 and 18th August, 2014 respectively. The Board places on record its appreciation for their valuable contribution made during their tenure as Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, the Board of Directors of the Company hereby state and confirms that:

1. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and no material departures have been made from the same;

2. 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 as at 31st March, 2014 and loss of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities and;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''Going Concern Basis''.

AUDITORS:

M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of your Company hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the re-appointment of M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to audit financial statements for the financial year 2014-15.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor renewed any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practicing Company Secretary, Mumbai and attached to this report.

CORPORATE GOVERNANCE:

The Company does not fall in any of the criteria prescribed under Clause 49 of the listing agreement for compliance of Corporate Governance. However, the Company is always committed towards good Corporate Governance.

LISTING OF SHARES

The shares of the Company are listed on the BSE Limited and the Company has paid the listing fees for the financial year 2014-2015.

STATUTORY INFORMATION:

a) Particulars of Employees:

No employees was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, hence your directors have nothing to report in this regard.

b) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of energy, research and development and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 and Companies (Accounts) Rules 2014. However, the Company makes its best efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Place: Mumbai Praneet Gautam Alok Pathak Date: 18th August, 2014 Managing Director Director

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Mar 31, 2013

To, The Members,

The Directors present the Annual Report of your Company together with the Audited Financial Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

(Rs.in Lacs) Particulars Year Ended Year Ended 31st March, 2013 31st March, 2012

Total Revenue 6.07 8.79

Less : Total Expenditure 24.74 18.79

Profit / (Loss) before tax (18.67) (10.00)

Less : Provision for Taxation

- Income Tax

- Deferred Tax

Profit / (Loss) After tax (18.67) (10.00)

Balance of Profit/(Loss) as per last Balance Sheet (10.97) (0.97)

Balance of Profit/(Loss) carried to Balance Sheet (29.63) (10.97)

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 6.07 Lacs as against Rs. 8.79 Lacs in the previous year. The Loss before tax is Rs. 18.67 Lacs as against loss of Rs. 10 Lacs in previous year. The Loss after tax was Rs. 18.67 Lacs as against loss of Rs. 10 Lacs in the previous year. Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Madhulika Gautam, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.

The Board of Directors of your Company appointed Mr. Venkatraman Chandrashekar and Mr. Praneet Gautam w.e.f. 19th April, 2013 and Mr. Alok Pathak w.e.f. 23rd April, 2013 as Additional Directors of the Company.

In terms of the provisions of the Section 260 of the Companies Act, 1956, Mr. Venkatraman Chandrashekar, Mr. Praneet Gautam and Mr. Alok Pathak holds the office as Additional Directors upto the date of Annual General Meeting. The Company has received notices pursuant to Section 257 of the Companies Act, 1956 together with necessary deposit proposing their candidature for the office of Directors of the Company. Your Board recommends their appointment as Directors of the Company.

Further, the Board of Directors in their meeting held on 23rd April, 2013 appointed Mr. Praneet Guatam as Managing Director of the Company for a period of 5 years w.e.f 23rd April, 2013, subject to approval of shareholders'' of the Company and other authorities, if any. Your Board recommends for his appointment as Managing Director of the Company.

During the year under review, Mr. Virendra Jain and Dr. Anand Dubey have resigned from the post of Directorship of the Company w.e.f. 19th April, 2013 and 23rd April, 2013 respectively. Your directors place their sincere appreciation for the valuable service and guidance extended by them to the Company during their tenure.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

1. in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and no material departures have been made from the same;

2. 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 as at 31st March, 2013 and loss of the Company for the year ended on that date;

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

4. the directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''Going Concern Basis''.

AUDITORS:

M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, (FRN: 011348N) Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

The Board recommends re-appointment of M/s. R. Mahajan & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March 2013.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and forming part of this report.

CORPORATE GOVERNANCE:

The Company does not fall in any of the criteria prescribed under Clause 49 of the Listing Agreement for compliance of Corporate Governance. However, the Company is always committed towards good Corporate Governance.

LISTING OF SHARES:

The shares of the Company are listed at BSE Limited and the Company has paid the listing fees for the financial year 2013-2014.

STATUTORY INFORMATION:

1. Particulars of Employees:

No employees was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, hence your director have nothing to report in this regard.

2. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of Energy, Research and Development and Technology Absorption as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988. However, the Company makes its best efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Place: Mumbai Praneet Gautam Venkatraman Chandrashekar

Date: 23rd May, 2013 Managing Director Director

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Mar 31, 2012

The Directors present the Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Total Revenue 8.79 9.89

Less : Total Expenditure 18.79 19.95

Profit/(Loss) before tax (10.00) (10.06)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax Nil 2.24

Profit/(Loss) After tax (10.00) (12.30)

Balance of Profit/(Loss) as per last Balance Sheet (0.97) 11.33

Balance of Profit/(Loss) carried to Balance Sheet (10.97) (0.97)

OPERATIONS:

During the year under review, the Company earned a total revenue of Rs. 8.79 Lacs as against Rs. 9.89 Lacs in the previous year. The Loss before tax was Rs. 10.00 Lacs as against loss of Rs. 10.06 Lacs in previous year. The Loss after tax was Rs. 10.00 Lacs as against loss of Rs. 12.30 Lacs in the previous year.

With the sign of overall growth in the economy, your Directors expect better performance & recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Dr. Anand Dubey, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

During the year under review, Mr. Umesh Chamdia has resigned from the Directorship of the Company w.e.f. 9th November, 2011. Your director place their sincere appreciation for the valuable service and guidance extended by him to the Company during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

1. In the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and no material departures have been made from the same;

2. 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 as at 31st March, 2012 and loss of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

CHANGE OF NAME OF THE COMPANY:

The name of the Company has been changed from Woolite Mercantile Company Limited to Prism Medico and Pharmacy Limited pursuant to the Special Resolution passed by the members of the Company through postal ballot process, the result of which was announced on 2nd December, 2011. The Fresh Certificate of Incorporation consequent upon the change of name of the Company was issued by the Registrar of Companies, Maharashtra, Mumbai on 9th January, 2012.

AUDITORS:

M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

The Board recommends re-appointment of M/s. R. Mahajan & Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

AUDIT QUALIFICATION:

Auditors' remarks with regard to delay in payment of statutory dues are self explanatory.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2012.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and attached to this report.

SALE OF INVESTMENTS:

During the year under review, the Company has sold its entire investment in 1,00,000 Equity Shares of Rs. 10/- each of Prism Medical and Pharmacy Private Limited and consequently it ceases to be subsidiary of the Company w.e.f. 12th March, 2012.

CORPORATE GOVERNANCE:

The Company does not fall in any of the criteria prescribed under Clause 49 of the listing agreement for compliance of Corporate Governance. However, the Company is always committed towards good Corporate Governance.

RESOLUTIONS PASSED THROUGH POSTAL BALLOT:

During the year 2011-12, the Company conducted a postal ballot process for seeking approval of the members of the Company for following matters:

1. Special Resolution u/s 17 of the Companies Act, 1956 for amendment in object clause of Memorandum of Association of the Company.

2. Special Resolution u/s 149(2A) of the Companies Act, 1956 for commencing and undertaking new business activities specified in sub-clause 135 of Clause III i.e. Other objects clause of the Memorandum of Association of the Company.

3. Special Resolution u/s 21 read with Section 23 of the Companies Act, 1956 to change the name of the Company from "Woolite Mercantile Company Limited" to "Prism Medico And Pharmacy Limited.", subject to the approval of Registrar of Companies, Maharashtra, Mumbai.

4. Ordinary Resolution u/s 293(1)(d) of the Companies Act, 1956 to authorize the Board of Directors of the Company to take loan upto Rs. 100 Crores.

5. Ordinary Resolution u/s 293(1)(a) of the Companies Act, 1956 to authorize the Board of Directors of the Company to create charge on assets of the Company up to the limit as approved u/s 293(1)(d) of the Act.

The Company issued Postal Ballot Notice to its shareholders on 1st November, 2011. The postal ballot process was undertaken in accordance with the provisions of Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011. Mr. Manish L. Ghia, Practising Company Secretary was appointed as Scrutinizer for conducting the Postal Ballot process. The result of the Postal Ballot process was announced on 2nd December, 2011. All the resolutions were passed with requisite majority.

LISTING OF SHARES:

The shares of the Company are listed on the BSE Limited and the Company has paid the listing fees for the financial year 2012-2013.

STATUTORY INFORMATION:

a) Particulars of Employees:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, no employees were in receipt of remuneration exceeding the limits as prescribed under that section and rules made thereunder, your directors has nothing to report in this regard.

b) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of energy, research and development and technology absorption as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988. However, the Company makes its best efforts for conservation of energy.

There were no Foreign Exchange earnings/outgoings during the year under review.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Dr. Anand Dubey Virendrakumar Jain Director Director

Place : Mumbai Date : 28.05.2012

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Mar 31, 2010

The Directors have pleasure in presenting Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March,2010

FINANCIAL RESULTS: (Rupees in Lacs)

Particulars Year Ended Year Ended 31/03/2010 31/03/2009

Total Income 3.73 3.30

Profit/(Loss) before tax (7.27) 0.64

Less: Provision for Taxation 2.24 0.20

Profit/(Loss) After tax (5.02) 0.44

Balance brought forward from previous year 16.35 15.91

Balance carried to Balance Sheet 11.33 16.35

Operations:

During the year under review, the total income was Rs. 3.73 Lacs as against Rs. 3.30 Lacs in the previous year. The Loss before tax was Rs. 7.27 Lacs as against profit of Rs. 0.64 Lacs in the previous year. The Loss after tax was Rs. 5.02 Lacs as against profit of Rs. 0.44 Lacs in the previous year.

In view Of the losses suffered by the Company, your Directors do not recommend any Dividend for the year under review.

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58Aand 58AA of the Companies Act,1956 during the year ended on 31st March 2010.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S. M. Zafar is retiring by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment for your approval at the ensuing AnnuaI General Meeting.

During the year under review, Mr. Sridhar Bhupathi Raju, Mr. Nandan Pavan Surampudi and Mr. VijayaKumar R. Kalidindi resigned from the directorship of the company w.e.f. 19th June, 2009 and Mr. Subhash S. Dutta resigned we.f 24th June, 2009 due to pre-occupations. The Board will like to place on record their sincere appreciation for the services rendered by said director during their tenure.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year under ,the Company has taken approval of the members through the Postal , Ballot, Process under Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001 for shifting the registered office of the company from the state of West Bengal to the state of Maharashtra, the results of which was declared on 25th September 2009, subject to the approval of the Company Law Board, Eastern Region Bench, Kolkata.

Accordingly, after taking necessary approval from the Company Law Board, Eastern Region Bench, Kolkata, the registered office of the Company is shifted toE-18,6th Floor,Everest Building,Tardeo ,Mumbai 400034 we.f.17th June 2010.



DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and no material departures have been made from the same.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and Loss of the Company for the year ended on that date.

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

iv) TheDirectorshavepreparedtheaccountsforthefinancialyearended31stMarch,2010on a"goingconcern"basis.

M/s. R. Mahjan & Associates, Chartered Accountants, (FRN - 011348N), New Delhi , holds office upto the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have further confirmed their eligibility under Sub- Section (1B) of Section 224 of the Companies Act, 1956.

The Company has subsequently made the statutory payment and therefore, has regularized its compliance. The remark in the Auditors Report is self explanatory.

In accordance with the provision of section 383A Of the Companies Act, 1956 a certificate from M/s. Manish Ghia &

Associates, Company Secretaries regarding the status on Compliance of the provisions of the Companies Act, 1956 is attached herewith.

The company does not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

The Shares of the Company are listed with Bombay Stock Exchange Limited and the Company has paid the listing fees for the year2010-2011.

STATUTORY INFORMATION:

a) The relations remain cordial through out the year between employees and management.

The information as required by provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

b) Disclosure of Particulars With Respect to:

section 217(11 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are reported to be NIL. However, the Company makes its best efforts for conservation of energy.

Your Directors would take this opportunity to express its deep appreciation for the assistance and co-operation received from Banks, Financial Institutions, other Business constituents and members during the year under review and also looks forward to their continued support in the future. Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.

By Order of the Board of Directors For Woolite Mercantile Company Ltd.

Place : Mumbai Umesh Chamdia Date : 30.06.2010 Chairman