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Directors Report of Sharon Bio-Medicine Ltd.

Mar 31, 2016

Dear Owners,

The Directors hereby present their 27th Annual Report on the Standalone and Consolidated Audited Statement of Accounts of the Sharon Bio-Medicine Limited ["Company"] for the nine months period ended March 31,2016.

FINANCIAL RESULTS

The Company has changed its financial period from existing ''July - June'' to ''April - March'' pursuant to provisions of Section 2(41) of the Companies Act, 2014. Hence, the current financial period of the Company consists of period of nine months starting from 1st July 2015 and ending on 31st March 2016.

The summarized financial performance of the Company for the nine months period ended 2015-16 and FY 2014-15 is given below:

( Rs. in Lacs )

Particulars

Standalone

Consolidated

2015-2016

(9 months)

2014-2015

2015-2016

(9 months)

2014-2015

Gross Income

Profit (Loss) Before Interest, Depreciation

Finance Charges Provision for Depreciation Net Profit Before Tax Provision for Tax Net Profit After Tax

25,540.41

(13,189.00)

7,098.15

1,501.46

(28,923.82)

996.57

(29,920.39)

83,658.66

(3,175.13)

9,364.48

1,916.65

(22,120.05)

466.36

(22,586.41)

25,540.41

(13,189.70)

7,098.15

1,501.46

(29,030.03)

996.57

(30,026.60)

84,109.69

(3,179.72)

9,364.53

1,916.65

(22,923.85)

466.36

(23,390.21)

REVIEW OF OPERATIONS

During the period under review, the Company has posted total Income of Rs. 25,540.41 Lacs (9 Months)as against Rs.84,109.69 Lacs(12 Months) for the previous year..

Net Loss after Tax for the period under review was Rs. (30,026.60) Lacs as against Net Profit Loss after Tax of Rs. (23,920.21) Lacs in the previous year.

STATE OFAFFAIRSAND FUTURE OUTLOOK

As we have been communicating during the quarterly results updates, the Company''s profitability has been impacted substantially due to outbreak of fire in the plant in 2014 which had its impact on meeting the demands of the market, hence we had to out source the manufacturing of products. During the process, quality of products got hampered and this led to rejection of goods from customers subsequently trailed by cancellation of our order books. Relationship with many of our customers were stressed due to quality issues and inability to execute orders on time. This had adversely affected our top line and operating margin resulting into heavy losses.

The Indian pharmaceuticals market is the third largest in terms of volume and thirteenth largest in terms of value. The country accounts for the second largest number of Abbreviated New Drug Applications (ANDAs) and is the world''s leader in Drug Master Files (DMFs) applications with the US, as per a pharmaceuticals sector analysis report by equity master. The domestic formulations market, valued at approximately Rs.88,000 crore has grown steadily at a CAGR of 10% over the past five years.

We have already received approval from the US FDA for our Formulation Unit based on the ANDA filing of "Memantine". Company is focusing to introduce more profitable products in the regulated markets specifically US market. This will help company to achieve better growth with improved margins.

CONSOLIDATEDFINANCIALSTATEMENTS:

The company has one Wholly-Owned Subsidiary in UAE in the name of "Yusur International, FZE".

The audited consolidated accounts and cash flow statements, comprising of the company and all its subsidiary companies appear in this annual report together with the auditors'' report on the consolidated accounts. The consolidated accounts have been prepared in accordance with the accounting standard prescribed by the Institute of Chartered Accountant of India.

As per clause 32 of the Listing Agreement / Regulation 34 of SEBI (LODR) Regulations, 2015, the consolidated financial statements of the company with its subsidiaries form part of the annual report. The copies of the audited annual accounts of the company''s subsidiaries and other related documents can also be sought by any members of the Company or its subsidiaries on making a written request to the Company in this regard. The annual accounts of the subsidiary companies are also available for inspection by any member at the company''s and/or the concerned subsidiaries'' registered office.

SIGNIFICANT EVENTS DURING PERIOD ENDED 31st MARCH, 2016

ii) DEBTRESTRUCTURING:-

Company''s Debt was restructured under the JLF Mechanism in 2014-15. Meetings and discussions with banks took place during the period under review but no major changes were occurred.

iii) FOREIGN CURRENCYCONVERTIBLE BONDS :-

The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of US$ 1, 00,000 each aggregating to US$ 16.5 Million on 27, November 2007. These Bonds are convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully paid at the conversion price of Rs. 315/- per share initially but now conversion price has been reset to Rs. 228.04/- per share, subject to the terms of issue, with a fixed exchange rate of Rs. 39.15 equal to US$ 1.00 within 5 years and 7 days from the date of issue. The bondholders have agreed to extend the bonds for the further period of 5 years. Bondholders have agreed to extend the period between one year to five years and interest to be paid between LIBOR 3.50% - 5% per annum, as per the ECB guidelines. The bondholders have given their consent as stated above and the company authorize dealer has submitted the documents to Reserve Bank of India (RBI), accordingly. The Company is still in process of issue of new Bonds of US$ 8.046 Million from 30, November 2013. However application for this B series bonds have been filed to RBI. These Bonds are convertible Bonds at the option of bond holders into equity share of Rs.2/- each fully paid at the conversion price of Rs.28.85/- per share, subject to the term of issue within 3 years from the date of issue.

iv) SHARECAPITAL:-

A. Convertible Warrants:

The Company has issued 1,61,11,000 convertible warrants of Rs. 2/- each @ premium of Rs. 48/- per warrant during the financial year period ended 30.06.2015. Out of which 67,15,400 warrants were exchanged against 67,15,400 equity shares of Rs.2/- each @ premium of Rs. 48/- per share on 30.03.2015. Further, 66,51,300 warrants were exchanged against 66,51,300 equity shares of Rs.2/- each @ of Rs.48/- per share on 10.06.2015. A total of Rs.27,44,300warrants are still pending for conversion.

B. Employees Stock Option Plan:

During the period under review, your Company has not granted any further options to any employees / Directors under Sharon ESOS2010, as per Annexure I attached.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial period to which the financial statement relates and the date of the report pursuant to Section 134(3)(l)

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DIVIDENDAND RESERVES

In view of the loss incurred by the Company, your Board of Directors are constrained to recommend any dividend for the period ended 31st March, 2016. Further, no dividend was declared in the previous financial year also.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

At the 26th Annual General Meeting held on 31st December, 2015, Mr. Lalit Misra was re-appointed as the Director of the Company, liable to retire by rotation.

Also, Ms. Savita Gowda and Mr. Lalit Misra were re-appointed as the Managing Director and Whole time Director of the Company at 26th Annual General Meetingheld on 31st December, 2015.

Further, Mr. Mohan P. Kalaand Mr. Madhav Sapre resigned as Directors of the Company w.e.f. 31st December, 2015.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Ms. Savita Gowda (DIN: 00042957), Director of the Company, retires by rotation and being eligible; offers herself for re-appointment at the forthcoming 27th Annual General Meeting. The Board recommends the said reappointment for shareholders'' approval.

DIRECTORSRESPONSIBILITYSTATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

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

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

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure II and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees ofthe Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole ofthe period or Rs. 8,50,000/- per month if employed for part of the period.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure III and forms part of this Report.

EXTRACTOFANNUALRETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and forms part of this Report.

NUMBER OF BOARDMEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

During the period 8(Eight) Board Meetings were held during the period ended March, 2016, the dates which are08th August, 2015, 29th August, 2015,10th November, 2015, 5th January, 2016,12th January, 2016,12th February, 2016, 29th February, 2016 and 1st March 2016.

Name of Director

No. of Board Meetings Attended

Ms.Savita Gowda

8

Mr.Lalit Misra

8

*Mr.Mohan P. Kala

3

*Mr.Madhav Sapre

3

Ms. Nivedita Patil

8

Mr. Harish Palecanda

8

*Resigned w.e.f. 31/12/2015 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

INDEPENDENT DIRECTORS

The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILSOFSUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES

The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure V to this Report.

STATUTORYAUDITORS''ANDAUDITORS''REPORT

At the 25th Annual General Meeting held on 17th December, 2014, M/s. Shyam C. Agrawal & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the third consecutive Annual General Meeting to be held in the year period 2017. In the terms of the first provisiono to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Shyam C. Agrawal & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification of the Shareholders. In this regard, the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors'' Report:

The Board has duly reviewed the statutory Auditors'' Report on the Accounts. The observations and comments appearing in the Auditors'' Report are self-explanatory and do not call for any further explanations/comments/ clarification by the Board.

Cost Auditors:

The cost audit records maintained by the Company are required to be audited pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. On the recommendation of the Audit Committee, M/s. Kasina & Associates, Practicing Cost Accountant, was appointed to conduct cost audit for the year period ended March 31,2016.

SECRETARIALAUDIT

In terms of Section 204 of the Act and Rules made there under, Neha Gupta, Practicing Company Secretaries, have issued the Secretarial Audit Report and the same is enclosed as Annexure VI to this report.

Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013: The pending e forms as well as the composition of NRC shall be complied with in the current fiscal.

INTERNALAUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

The Company appointed M/s. Kala Deepak & Co., Chartered Accountants as Internal Auditors to conduct internal audit of the operations of the Company.

COMPOSITIONOFAUDITCOMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and the listing agreement/ SEBI (LODR) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members

Sr. No.

Name of Director

Designation

Remuneration for nine months ended 31.03.2016 (In Rs.)

1.

Ms. Savita Gowda

Managing Director

2,475,000/-

2.

Mr. Lalit Misra

Executive Director

2,475,000/-

VIGILMECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company and the employees of the Company are made aware of the said policy at the time of joining the Company.

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

DEPOSITS

During the period, your Company has not accepted any deposits under Section 76 of the Act (herein after referred to as the "Act") and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31,2016.

LOANS & GUARANTEES

During the period under review, the Company has not provided any loan, guarantee, and security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

INSURANCE

The properties/assets of the Company are adequately insured.

RELATED PARTYTRANSACTIONS

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the period under review, the particulars as required in form AOC-2 have not been furnished.

MANAGEMENT DISCUSSION ANDANALYSIS

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Management Discussion and Analysis forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate Governance Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total cost of operations. However, as a part of the Company''s conservation of energy programme, the management has appealed to all the employees/workers to conserve energy.

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has not utilized any alternate sources of energy during the period under review.

(iii) the capital investment on energy conservation equipment''s.

There was no capital investment of any energy conservation during the period under review.

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations,

b) Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c) Expansion of product range and cost reduction,

d) Greater precision,

e) Retention of existing customers and expansion of customer base,

f) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year period under review;

IV. The Company has not expended any expenditure towards Research and Development during the year period under review.

(c) Foreign Exchange Earnings and Outgo: (Rs. in Lacs )

Particulars

2015-2016

2014-2015

A.

CIF value of Goods Imported

717.80

843.61

B.

Value of Goods Exported (FOB and service charges)

7950.04

9802.56

C.

Marketing, Reimbursement, Traveling & Other Expenses

224.77

344.39

TRANSFER OF AMOUNTSTOINVESTOREDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Unclaimed/ Unpaid dividend

Amount (in Rs.)

F.Y.2008-09

83,990/-

F.Y.2009-10

72,923/-

F.Y.2010-11

67,947/-

F.Y.2011-12

72,779/-

F.Y.2012-13

57,968/-

Members are requested to note that after completion of seven years, no claims shall lie against the said fund or company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014; however the Board has constituted Corporate Social Responsibility Committee and the details of which are disclosed in the Corporate Governance Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year period Company has not received any complaint of harassment.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year period 2016-2017 to BSE and NSE where the Company''s Shares are listed.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

DETAILS OF ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURTS OR TRIBUNALS THAT MAYIMPACTTHE GOING CONCERN STATUSANDTHE OPERATIONS OFTHE COMPANY IN FUTURE

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENTS

The Directors would like to thank all shareholders, customers, bankers, financial institutions, medical professionals, business associates, suppliers, distributors and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Savita Satish Gowda Lalit Misra

Place: Navi Mumbai Managing Director Excecutive Director

Date: 11.08.2016 DIN No: 00042957 DIN No: 00033689


Jun 30, 2015

Dear Owners,

The Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial business ending on 30th June, 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

PERFORMANCE HIGH LIGHTS (STANDALONE)

The Financial Results are as follows: (Rs, in Lacs)

Particulars 30.06.2015 30.06.2014

Turnover& Other Income 83,658.66 131,544.54

Profit (Loss) Before Interest, Depreciation, (31,65.84) 15,873.58

Extra ordinary items & Tax (EBIDTA)

Interest 9,364.48 5,862.76 Depreciation & Amortization Expenses 1,925.93 1,535.44

Profit Before Tax & Extra-ordinary Item (14,456.25) 8,475.39

Exceptional Items 7,663.80

Provision for Tax - 1,301.00

Provision for Deferred Tax Liability 151.73 212.66

Excess/Short Provision for Income Tax 3,14.64

Profit (Loss) after Tax (PAT) (22,586.41) 6,961.72

Earnings Per Share (E.P.S).

- Basic (16.97) 5.23

- Diluted (11.91) 3.69

Note: Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.

2. DIVIDEND

The Board of Directors has not recommended any equity dividend for the financial year ended 30th June, 2015 due to losses of the Company. However, during the year 2013-14 the Company had declared dividend of 18% to the Share Holders. Accordingly total out go in case of Dividend was Rs 380.05 Lacs during F.Y. 2014 excluding Dividend Distribution Tax of Rs 64.59 Lacs.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The total income from operations has been reduced to Rs. 83,658.66 Lacs during the year 2014-15 in compare to Rs. 1,31,544.53 Lacs during the year 2013-14. Similarly, during the year 2014-15 loss of the Company was Rs. 22,586.41 Lacs whereas during the year 2013-14 the net profit of the Company was Rs. 6,961.72 Lacs. The main reason of loss during the year 2014-15 was due to fire in Taloja plant in June 2014 and subsequent to that there were rejection of goods from the customers due to quality issues.

Industrial Relations:-

The Employees and Workmen of the entire Company form basis for the infinite success of your company and hence the Directors deeply express their gratitude toward the Dedication, Support, Enthusiasm and Hard work of the Employees.

Human Resources:-

Human resource is a job which calls not only the dedication but also the harmonious relations to be maintained between lower & middle, middle & top and Human Resource & all managerial and other working levels. Your company strongly believes that people are its most valued resource and their efficiency plays a vital role in success or failure of any organization, let it be profit oriented or non-profit oriented organization. A thorough scrutiny, with minimal working papers, is done before appointing any personal at whatsoever level he may is to be appointed. We firmly believe the same at the time of sacking an employee of any level, considering his work experience and time devoted by him toward our company. Completion of a job assigned and achieving the set of pre determined goals on timely basis are considered to be on top priority. Process of any work mechanical, technical or managerial demands a set of flow of work to be performed. Timely completion of the work can only be achieved if the person is very much aware of those flows which, comes after the experience and time spent by the respective employee. Even the process of the work can be curtailed only if the grip on the respective work is firm, which again calls for time and experience an employee has achieved from his dedication in work. So double thoughts are given before any employee is sacked, because we believe in team work.

Therefore, the HR department has been casted with an additional responsibility to regularly conduct several programs across all working levels which include development programs and formulate employee friendly policies. One of the major dynamics of these initiatives is the identification of the high potential employees and charting out their path to sustain the organizations momentum which further enhances their capabilities to take and perform at new and higher challenges.

Significant Events During The Financial Year 2014-15:- i) FIRE IN THE PLANT :-

In June 2014, there was a huge fire in the Taloja plant which has led to huge losses to the Company. The Company has applied for the Insurance Claim of Rs. 3,869.57 Lacs however, till now only Rs 1,000 Lacs have been received from the Insurrance Company. Insurance company has asked for the several document/explanations which Sharon has complied. Sharon is hopeful that before 31st December, 2015 full Insurance amount will be released. The released amount of Rs 1000.00 Lacs have been fully adjusted towards loans availed from various Banks.

ii) DEBT RESTRUCTURING :-

During the year, Company's debt was restructured under the JLF Mechanism. The consortium of bankers at its meeting held on March 17, 2015 had approved the Restructuring package of the Company with the cut-off date asSeptember01,2014

The Restructured package includes inter alia reduction in the existing rate of interest, re-schedulement for repayment of loans, conversion of excess drawing power in C.C. and O.D. accounts including devolved letter of credit and standby letter of credit into working capital Term Loan [WCTL] and additional infusion of funds by the promoters, etc.

The company has passed the necessary entries in the books based on the terms of the restructuring package and accounted for the same as on the reporting date. Any difference in the interest/other charges as agreed in the restructuring package shall be adjusted on final determination.

iii) FOREIGN CURRENCY CONVERTIBLE BONDS :-

The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of US$ 1,00,000 each aggregating to US$ 16.5 Million on 27, Nov 2007. These Bonds are convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully paid at the conversion price of Rs. 315/- per share initially but now conversion price has been reset to Rs. 228.04/- per share, subject to the terms of issue, with a fixed exchange rate of Rs. 39.15 equal to US$ 1.00 within 5 years and 7 days from the date of issue.

The bondholders have agreed to extend the bonds for the further period of 5 years. Bondholders have agreed to extend the period between one year to five years and interest to be paid between LI BOR 3.50% - 5% per annum, as per the ECB guidelines. The bondholders have given their consent as stated above and the company's authorized dealer has submitted the documents to Reserve Bank of India (RBI), accordingly. The Company is still in process of issuing new Bonds of US$ 8.046 Million from 30th Nov, 2013. However application for this B series bonds have been filed to RBI. These Bonds are convertible Bonds at the option of bond holders into equity share of Rs.2/- each fully paid at the conversion price of Rs. 28.85/- per share, subject to the term of issue within 3 years from the date of issue.

iv) SHARE CAPITAL :-

A. Convertible Warrants:

The Company has issued 1,61,11,000 convertible warrants of Rs. 2/- each @ premium of Rs. 48/- each during the year. Out of which 67,15,400 warrants were exchanged against 67,15,400 equity shares of Rs. 2/- each @ premium of Rs. 48/-on 30.03.2015. Further 66,51,300 warrants were exchanged against 66,51,300 equity shares of Rs. 2/- each @ premium of Rs. 48/- on 10.06.2015. Atotal of 27,44,300 warrants are still pending for conversion.

B. Employees Stock Option Plan:

During the year under review, your Company has not granted any further options to employees/Directors, under Sharon ESOS 2010. The total number of options Granted as at the end of year are 3,79,953 out of these all 3,79,953 have vested as on 30th June 2015. These figures are based on a face value of Rs.10/- each and prior to issue of bonus shares. The actual number of options will be revised due to corporate action undertaken during the year for issue of shares on sub-division of face value to Rs.2 from Rs.10 and issue of bonus shares in the ratio of 1 for every 1 held.

Material changes and commitments if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report.

United State Food and Drug Inspection (USFDA) :-

The months of July & August were exciting times with the US FDA conducting a surprise audit of both the API Facility in Taloja and also the Formulation Facility in Dehradoon. Although, there has been no conclusion by the US FDA to our responses submitted against the Inspection findings, we believe there will be no serious difficultly in closing out the same with the US FDA in due course once we pay the GDUFA Fees ($ 768,075.83) which are outstanding.

4. MANANGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separately forming part of this Annual Report

5. CREDIT RATING

Credit Analysis & Research Limited (CARE) has assigned 'BB-' from BBB-for the Long Term Bank facilities and 'A 4' from A3 forthe Short Term banking facilities of our company.

6. CONSOLIDATED FINANCIAL STATEMENTS

The company has one Wholly-Owned Subsidiary in UAE in the name of "Yusur International, FZE".

The audited consolidated accounts and cash flow statements, comprising of the company and all its subsidiary companies appear in this annual report together with the auditors' report on the consolidated accounts. The consolidated accounts have been prepared in accordance with the accountig standard prescribed by the Institute of Chartered Accountant of India.

As per clause 32 of the Listing Agreement the consolidated financial statements of the company with its subsidiaries form part of the annual report. The copies of the audited annual accounts of the company's subsidiaries and other related documents can also be sought by any members of the Company or its subsidiaries on making a written request to the Company Secretary in this regard. The annual accounts of the subsidiary companies are also available for inspection by any member at the company's and/or the concerned subsidiaries' registered office.

7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

A report on the performance and Financial Position of the Subsidiary/Joint Venture /Associate Company as per the Companies Act, 2013 is provided in the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Companies Act, 2013 the Board hereby submit its responsibility Statement :-

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 as at 30th June,2015 and of the profit and loss of the company for the year ended on that date;

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, in the case of a listed company, 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.

9. CORPORATE GOVERNANCE

In Pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate governance, together with a certificate from the Company's auditors confirming compliance of the conditions of Corporate Governance as stipulated under the said clause is set out separately as Annexure forming part of this report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in "Annexure B" and is attached to this report.

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

The Company has constituted Corporate Social Responsibility Committee and also framed the Corporate Social Responsibility Policy during the year. However being in Loss in the current Financial year and considering the last two years of Profit the impact concluded final was Loss. Hence no CSR activity was carried out.

12. RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework. The Company has formulated and adopted risk management policy to prescribe risk assessment, management reporting and disclosure requirements of the company.

13. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THEYEAR

At the end of the financial year and the date of the report under review of the Board of Directors, on recommendation of the Nomination and Remuneration Committee and subject to the approval of the members in the general meeting have consented the Re-appointment of Mrs. Savita Gowda as the Managing Director of the Company and Mr. Lalit Misra as the Whole-time Director of the Company.

Mr. Lalit Misra, Director of the Company was appointed as the Chief Financial Officer of the Company in place of Mr. Mohan Kala who resigned as the Chief Financial Officer during the year.

Mr. Vijay Kirpalani, Whole-time Director of the Company and Mr. Asif Rangwala, Independent Director of the Company have stepped down from their Directorship of the Company.

During the year under review CS Archana Andhare was appointed as the Company Secretary and Key Managerial Personnel of the Company. Further on CS Archana Andhare's resignation, CS Viral Vora was appointed as the Company Secretary and Key Managerial Personnel of the Company.

14. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement so as to qualify themselves to be appointed as Independent Directors.

15. AUDITORS AND AUDITORS'REPORT

Statutory Auditors:

M/s Shyam C. Agrawal & Co., Chartered Accountants were appointed as Statutory Auditors for a period of three years in the 25th Annual General Meeting held on 17th December, 2014 subject to the ratification by Members at every subsequent Annual General Meeting. The appointment of M/s Shyam C. Agrawal & Co. will be placed before the Members at this Annual general meeting for ratification.

Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)Rules, 2014 as amended from time to time, the Cost Audit records maintained by the Company is required to be audited. Your Directors have, on the recommendation of the audit committee appointed M/s Kasina & Associates to audit the cost accounts of the company for the financial year 2015-16.

M/s Kasina & Associates have confirmed their eligibility to be the cost Auditors and have been appointed to conduct Cost Audit of the Companies 'records forth financial year 2015-16

Secretarial Audit:

Pursuant to the provisions of the section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kaushal Doshi & Associates to undertake Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as 'Annexure B"

16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance report which forms part of this report.

17. WHISTLE BLOWER/VIGIL MECHANISM

The company has established Whistle blower/ Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviors, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The said policy provides for adequate safeguards against victimization and also direct access to the higher authorities

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

20 (Twenty) meetings of the Board of Directors were held during the year, for further details, please refer report of Corporate Governance of this Annual report.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT. 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

20. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

iii. Technology Absorption, Adoption and Innovation :

Shifting from furnace oil to LPG, which is more eco-friendly and economical, for Formulation Plant in Dehradun.

21. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished and attached in 'Annexure C" of this Report.

22. DEPOSITS

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

23. INSURANCE

All the properties of the Company, including the Plants & Machineries and Raw Material, Semi-Finished, Finished Goods in possession of company along with the stocks lying with Job workers, have been adequately insured.

24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 are included in the Corporate Governance report which forms part of this report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no material impact of orders passed by the Court &Tribunals during the year.

In response to the qualifications in the Auditors report;

i) The company has a Litigation still pending in Delhi High Court.

ii) The company has already transferred the amount to IEPF account on 01/07/2015.

iii) The company is unable to pay the statutory dues as on date however the same will be cleared in due course of time.

26. PARTICULARS OF EMPLOYEES

In terms of the provisions of section 197 of the Companies Act, 2013 read with relevant Rules, none of the employees were in receipt of the remuneration of that year of Rs.60,00,000/-p.a.or more for the year or Rs.5,00,000/-p.mormore.

27. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

On Behalf of the Board

Sd/-

Place: - Mumbai Savita Satish Gowda (Ms.)

Date: 29.08.2015 DIN No: 00042957

(Chairperson & Managing Director)


Jun 30, 2014

Dear Owners,

The directors are pleased to present their 25th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial period ended 30th June, 2014. The Financial highlights for the period under review are given below.

COMPANY''S PERFORMANCE:

Days have been lapsed for the dictum stating, "the strong only getting stronger".

Exemplary performance has been achieved by your company against the backdrop of a downbeat economy, cash crunch market, volatile global pharmaceutical landscape, rabid competition with limited resources. Our performance this year is not only a natural progression of the momentum that we have generated over the two decades but also the vindication of our long range strategy to focus on improvement on existing flow of work accompanied with harmonious & flawless execution of performance and above all complete focus on Research & Development.

This year been marked where we have enhanced our technology & production capabilities and capacity, ventured into new markets with new and improved products and given a new and better shape to our management and leadership bandwidth.

We at Sharon along with our no sleep work force very much believe in our clean and transparent endeavor of hard work and achieving the results keeping in mind not only the limited resources we experience from time to time but also the time span within which the work should be performed by the company as a whole along with keeping a vigil at what society wants and our ability to pre-empt and further, anticipating challenges and turning them into opportunities. All the problems and constraints are first to be acknowledged and further broken into as many as possible fragments which help us to locate where exactly the problem persist. Fragmenting the constraints makes it easy and gives our work force the oomph to crack and takedown any challenge let it be existing, upcoming or a prevailing one having a chronicle effect because of being undetected due to any circumstances.

All the limbs of Sharon have to perform equally and harmoniously to get the best results not only in the term of profitability but also in upbringing the culture, market capitalization, growth, stability, expansion and market penetration with our new products & improvement in our current manufacturing processes by curtailing the unwanted manufacturing processes bearing in mind the responsibility toward the environment and society. We consider it not as a responsibility but as an obligation because we our self are a part of it and it makes us feel home like.

Cost cutting been considered a very effective tool that your company always follow. However, free hand was and is always granted to Research & Development activities. We at Sharon consider Research & Development as a back bone of any pharmaceutical company. Growth cannot be achieved, sustained and stabilized unless and until the new and improved products penetrate the market with improved results, low cost, high margins and penetrating into new and upcoming market places.

SBML under the vision of its directors and quest for sustainable growth along with your faith in us have achieved the turnover of Rs. 131,376.82 lacs for the year ended 30th June, 2014 as compared to the turnover of Rs. 105,949.66 Lacs which was achieved during the previous year ending as on 30thJune, 2013.

The Financial Results as follows : ( '' in Lacs )

30.06.2014 30.06.2013

Particulars Standalone Consolidated Standalone Consolidated

Turnover & Other Income 131,544.54 132,672.62 106,038.31 107,470.81

Profit Before Interest, Depreciation, 15,873.58 15,944.35 12,137.51 12,222.73

Extra ordinary items & Tax (EBIDTA) Interest 5,862.76 5,863.00 4,305.80 4,306.13

Depreciation & Amortization Expenses 1,535.44 1,535.44 1,212.78 1,212.78

Profit Before Tax & Extra- ordinary Item 8,475.39 8,545.91 6,618.96 6,703.82

(P.B.T).

Provision for Tax. 1,301.00 1,301.00 1,200.00 1,200.00

Provision for Deferred Tax Liability. 212.66 212.66 133.06 133.06

Profit after Tax ( P. A. T ) 6,961.72 7,032.25 5,285.90 5,370.76

Earnings Per Share ( E. P. S ).

- Basic * 5.23 * 5.27 50.07 50.87

- Diluted * 3.69 * 3.72 48.42 49.20

* Please note that EPS has been reduced because the equity shares has been split in the ratio of 10:2, that is to say the face value of equity share originally which was Rs. 10/ has been reduced to Rs. 2 each. Thereby, the holder of 1 equity share of face value of Rs. 10/- received 5 equity share with new face value of Rs. 2/- each.

Further, the Bonus equity shares were also issued to the share holders to the tune of 1:1. Thereby the share holders received the double number of shares as they were holding.

Operational Performance:

To the members :

It gives the directors of your company an immense pleasure to present you the 25th Annual Report of your Company along with the review & comparison reports of its total income, earning per share, dividend and other expenses, both on Standalone and consolidated basis. The Report reviews the company''s operations covering products of APIs, API- intermediates, bulk drugs, formulations, oral dosages, ointments, tabsules, capsules, tablets, research & development and Toxicology.

Performance Review:

While the total standalone income stood at Rs 131,544.54 Lacs the consolidated Income is Rs. 132,672.62 Lacs. The Standalone Profit in current year 2013-2014 stood to Rs. 6,961.72 lacs against Rs. 5,285.90 Lacs in the previous year 2012-2013.

Your company have booked total sales by enhancing 21.91% as compared to last year. During the last fiscal year your company have achieved net profit of 69,61.72 lacs showing an appreciation of 31.70% on an annualized basis thereby enhancing your company''s profitability by 17.32% as compared to last fiscal year.

Dividend :

To see a broad smile on the faces of the owners your company wish to recommend, subject to approval of its shareholders at its ensuing Annual General Meeting, the dividend payout of Rs.380,04,840 as compared to Rs.158,35,350 which was paid during the last fiscal year to its shareholders, thereby giving an increase of 240% as compared to last year''s dividend payout. Subject to shareholder''s approval your company have recommended dividend % to be 18%, making it a handsome hike of 20% as compared to last fiscal year.

The total dividend payout in terms of money accounts to Rs. 4,44,63,763 including the dividend distribution tax.

Share Capital :

During the year under review the company''s paid-up equity share capital has been enhanced by Rs. 10,55,69,000 (Rupees Ten Crore Fifty Five Lacs Sixty Nine Thousand only) consequent to the allotment of 5,27,84,500 bonus equity shares of Rs. 2/- each.

The original equity share capital of Rs. 10,55,69,000 (Rupees Ten Crore Fifty Five Lacs Sixty Nine Thousand only) aggregating from 1,05,56,900 number of equity share, face value of Rs. 10/- each has been split into 5,27,84,500 number of equity shares, face value of Rs. 2/- each. That is to say that every holder of equity share, the face value of which was Rs. 10/- each was allotted 5 new equity shares, face value of which is Rs. 2/- each. The bonus shares to the equity share holder has been issued in the ratio of 1:1, Every holder of equity share has been issued the same number of equity share as held by them.

Further, stock split and bonus shares has been issued after getting the consent of shareholder by postal ballot and approval from all statutory authorities under which company is governed.

Expansion :

Expansion and gloom in a humans body and mental level are the judging factor of their growth, health, vision, stability and sustainability in this concrete jungle, that we stay in.

On the same footing even a company is judged very stringently not only by humans but also by other peers, rivals and other companies of different business segments, corporate investors, FII''s, Mutual Funds, retail investors and HNI''s. Expansion or no expansion or a negative expanding makes a direct nexus between the organization and its going concern.

Having a sharper view and associated with experience professionals, the management of your company expanded in formulation unit and research & development activities. Rs. 85 Crores (Rupees Eighty Five Crores) had already been deployed in expansion of formulation plant located at Uttarakhand. It is our pride to let the owners know that your company has successfully invested more than Rs. 85 Crores (Rupees Eighty Five Crores) in the expansion of formulation plant located at Uttarakhand. The outcome of which can even be evaluated by a layman. In term of production quantity enhancement, the expanded plant can now produce more than double as compared to one year back, with hardly any room left for any sort of wastage or damage. It was again the timely completion of our project work which gave us the upper hand and helped us battle the sales and other opportunities which got demolished after one of our old API''s plant was disturbed by the fire, which took place in the month of June, 2014.

The management of your company have never neglected the technical expect, in-fact a dedicated team of engineering department has not only contributed in enhancing the production quantity to double but has also significantly reduced the cost of expansion with their years of experience. The credit of expansion goes not only to the Sharon''s departmental teams but also to the Bankers which had put their trust and supported Sharon for their expansion plans.

The capital Investment of Rs.30 Crores (Rupees Thirty Crores Only) has also been done in API & API Intermediates units located at MIDC, Taloja. Feeding to the export orders first and to minimize the breakdown of any kind, process or technical, management of your company felt it necessary to expand its API units, which gives a great chunk of contribution towards the revenue generated from operations.

SA-Ford:

Management of your company is very much bullish on the service industry of India which is and will be having an upper hand from rest of the countries for more 50 years till some African countries take it over. Toxicology studies, has given your company an edge over others. This division of your company started generating margins from the 4th year of its operation itself. It has given management a different dimension to enter into service sector that will be making a big impact in the business industry of India and abroad in near future. SA-ford, unambiguously is functional as per the

International standards and was established & lead by Mr. Kramer a German national scientist who dedicated more than T half the decade with Sharon as SA-ford Head with his years of experience and expertise in the field of toxicology studies. Your company have also obtained success in achieving approval from Argentina authorities for establishing a unit for GLP toxicology studies.

Management Review 2013 - 2014 :

The year 2013-2014 was very struggling and challenging year not only for Sharon but even for almost all manufacturing and service industries. However, having a bullish view on pharmaceutical industry of India and anticipating a stable and business friendly government in near future your company had invested a major chunk in expanding its formulation unit located at Selaqui, Uttarakhand. Due to above action considered good by the management of your company the production capacity has been doubled as compared to previous years.

Further, moving a step ahead during the year 2013-2014 your company got the Expanded Area inspected by United Kingdom - Medicine & Health Care Product Regulatory Agency (UKMHRA) for Good Manufacturing Practices for both tablets and capsules. The positive outcome of which may be conveyed to the owners at the annual general meeting. This move will carter the excess market demand and fill up the back log of export orders pending for a while.

The political stability can be seen at the end or say at the beginning of this fiscal year, which clearly shows one sided voting for a political party and having a bold & transparent Prime Minister, having a logo, "Make in India" who is not only business friendly but also having a soft corner for every hard working Indian, we predict a shinning and glowing future for not only manufacturing industry but also for the service industry and entire nation.

Please refer Management Discussion & Analysis of this report for a detailed elaboration.

Industrial Relations :

The Employees and Workmen of the entire Company form basis for the infinite success of your company and hence the Directors deeply express their gratitude toward the Dedication, Support, Enthusiasm and Hard work of the Employees.

Human Resources :

Human resource is a job which calls not only the dedication but also the harmonious relations to be maintained between lower & middle, middle & top and Human Resource & all managerial and other working levels. Your company strongly believes that people are its most valued resource and their efficiency plays a vital role in success or failure of any organization, let it be profit oriented or non-profit oriented organization. A thorough scrutiny, with minimal working papers, is done before appointing any personal at whatsoever level he may is to be appointed. We firmly believe the same at the time of sacking an employee of any level, considering his work experience and time devoted by him toward our company. Completion of a job assigned and achieving the set of pre determined goals on TIMELY basis are considered to be on top priority. Process of any work mechanical, technical or managerial demands a set of flow of work to be performed. Timely completion of the work can only be achieved if the person is very much aware of those flows which, comes after the experience and time spent by the respective employee. Even the process of the work can be curtailed only if the grip on the respective work is firm, which again calls for time and experience an employee has achieved from his dedication in work. So double thoughts are given before any employee is sacked, because we believe in team work.

Therefore, the HR department has been casted with an additional responsibility to regularly conduct several programs across all working levels which includes development programs and formulate employee friendly policies. One of the major dynamics of these initiatives is the identification of the high potential employees and charting out their path to sustain the organizations momentum which further enhances their capabilities to take and perform at new and higher challenges.

Particulars of Employees :

None of the employees of the Company were paid remuneration of Rs.60,00,000/- p.a. or more for the year or Rs.5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

Employee Stock Option Scheme :

During the year under review, your Company has not granted any further options to employees/Directors, under Sharon ESOS 2010. The total number of options Granted as at the end of year are 217065 out of these 140724 have vested as on 30th June 2014. These figures are based on a face value of Rs.10/- each and prior to issue of bonus shares. The actual number of options will be revised due to corporate action undertaken during the year for issue of shares on sub-division of face value to Rs.2 from Rs.10 and issue of bonus shares in the ratio of 1 for every 1 held.

iii. Technology Absorption, Adoption and Innovation :

a. Upgraded the old utilities of API plants located at MIDC, Taloja.

b. Upgraded the cooling/chilling plant for its API plants located at MIDC, Taloja.

c. Shifting from furnance oil to LPG, which is more eco friendly and economical, for API plants located at MIDC, Taloja.

Insurance:

All the properties of the Company, including the Plants & Machineries and Raw Material, Semi-Finished, Finished Goods in possession of company along with the quantity with Job workers, have been adequately insured.

FIRE LOSS ; Abnormal & Unavoidable in Nature :

During the month of June, 2014 fire occurred at one of our old API''s Plant at W-34 & W-34/1, MIDC, Taloja, Dist.- Raigad, Maharashtra. However, during the fire no human loss has been resulted. However, the loss of Rs.22,15,65,820/- (Rupees Twenty Two Crores Fifteen Lacs Sixty Five Thousand Eight Hundred Twenty) has been reported on account of stock lying at the plant area along with the capital loss of Rs. 14,58,69,468/- (Rupees Fourteen Crores Fifty Eight Lacs Sixty Nine Thousand Four Hundred Sixty Eight) of Plant & Machinery on Written Down Value basis.

Your directors had opted for the replacement insurance policy instead of normal insurance policy on capital goods. Thereby, you will be pleased to know that your company will be receiving the current replacement value of plant & machinery that has been lost due to fire and not the Written Down Value of Plant & Machinery lost in fire. Keeping uncertainty on mind your company have taken the loss of profit policy, in case the profit of company is hampered in any form. Your company has put up the total claim of approx Rs.40,00,00,000 (Rupees Forty Crores) including the loss of factory building and some furniture & fixtures.

Further, it would be worth noting that because the fire had occurred in the last month of the financial year 2014, therefore, there was negligible operational loss of production and sales pertaining to the reporting period ending as on 30th June, 2014. To refrain the impact of production & sales loss that would have had surely been casted on the future months on production & sales, the management of your company took the immediate corrective steps by making the tie- ups with some of the job work at some other factory sites so as to carter the production & marketing demand.

Fixed Deposits:

The Company has not accepted any Deposits within the meaning of Section 58A & section 58AA of the companies Act, 1956 and the rules made there under.

Directors:

In Accordance with the provision of Companies Act 1956, and Articles of Association of company, Mr. Vijay Kirpalani (DIN: 00033759) Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

In terms of Section 149 of the Companies Act, 2013, Mr. Harish Palecanda (DIN No.: 02797391), Dr. Nivvedita Patil (DIN No.: 00344641) and Mr. Madhav Sapre (DIN No.: 06715632) are being appointed as the Independent Directors for the period of five (5) years w.e.f. 1st April, 2014, and Mr. Asif Taiyabbhai Rangwala (DIN No.: 00054035) is being appointed as the Independent Director for the period of five (5) years w.e.f. 15th May, 2015 and are not liable to retire by rotation.

Mr. Sanjay Shah, Dr. V.N. Badoni and Mr. Drunal Shah have been resigned during the year.

Declaration to the effect that the proposed appointees meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange has been received from each of the aforesaid Independent Directors.

Credit Rating:

Credit Analysis & Research Limited (CARE) has enhanced our credit rating and assigned ''BBB -'' from BB for the Long Term Bank facilities and ''A 3'' from A 4 for the Short Term banking facilities of our company.

The Foreign Bondholders have big faith in working and business policies followed by the management of your company. They have thereby agreed to extend the period of Foreign Currency Convertible Bonds (FCCB) loan for the period of further 5 years, with reduced cost of interest @ LIBOR 3.50% which accounts approx 5% per annum interest rate.

This is the cheapest fund available in the market that a corporate can avail that so without any dispute between bondholders and your company.

Auditors:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, retire as Auditor of the company at the conclusion of ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept the office of Auditor, if re-appointed. Accordingly, the said Auditor will be re-appointed as Auditor of the company at the Annual General Meeting for the period of 3 years.

The Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Audit Committee:

The Audit Committee has been constituted by the company pursuance to section 292(A) of the Companies Act, 1956 and under clause 49 of the Listing Agreement.

Consolidated Financial Statements :

The company has one Wholly-Owned Subsidiary in UAE in the name of "Yusur International, FZE".

The audited consolidated accounts and cash flow statements, comprising of the company and all its subsidiary companies appear in this annual report together with the auditors'' report on the consolidated accounts. The consolidated accounts have been prepared in accordance with the accounting standard prescribed by the Institute of Chartered Accountant of India.

As per clause 32 of the Listing Agreement the consolidated financial statements of the company with its subsidiaries form part of the annual report. The copies of the audited annual accounts of the company''s subsidiaries and other related documents can also be sought by any members of the Company or its subsidiaries on making a written request to the Company Secretary in this regard. The annual accounts of the subsidiary companies are also available for inspection by any member at the company''s and/or the concerned subsidiaries'' registered office.

Directors'' Responsibility Statement :

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that :-

i. In the preparation of annual accounts, the applicable accounting standards have been followed.

ii. That they 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 or loss of the company for that year.

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

iv. The annual accounts have been prepared on a going concern basis.

Corporate Governance :

In Pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate governance, together with a certificate from the Company''s auditors confirming compliance of the conditions of Corporate Governance as stipulated under the said clause is set out separately as Annexure forming part of this report.

Acknowledgments :

Your director wish to place record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the company at all the levels, Company''s Bankers, Lenders, Suppliers, Customers, Government Authorities, Business Partners and Members of the company and look forward for the same in greater measure in the coming years.

On Behalf of the Board

Sd/-

Place: - Mumbai Savita Satish Gowda (Ms.)

Date: 21.11.2014 (Chairperson & Managing Director)


Jun 30, 2013

Dear Shareholders,

The directors are pleased to present their 24th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial period ended 30th June, 2013. The Financial highlights for the period under review are given below.

COMPANY''S PERFORMANCE:

Your Company has achieved turnover of Rs. 105,949.66 lacs for the year-ended 30.06.2013 as against the turnover of Rs. 78,506.14 Lacs fortheyear-ended 30.06.2012.

The Financial Results as follows:

(Rs.in Lacs)

30.06.2013 30.06.2012 Particulars Standalone Consolidated Standalone Consolidated

Tumover& Other Income 106,038.31 107,470.81 78,598.83 80,537.78

Profit Before Interest, Depreciation, 12,137.51 12,222.73 9,620.49 9,736.73

Extra ordinary items & Tax (EBIDTA)

Interest 4,305.80 4,306.13 3,425.97 3,426.21

Depreciation & Amortization Expenses 1,212.78 1,212.78 886.38 886.38

Profit Before Tax & Extra-ordinary Item 6,618.96 6,703.82 5,308.14 5,424.14

( P. B. T ).

Provision for Tax. 1,200.00 1,200.00 910.00 910.00

Provision for Deferred Tax Liability. 133.06 133.06 233.56 233.56

ProfitafterTax(P.A.T) 5,285.90 5,370.76 4,161.44 4,277.44

Earnings Per Share (E. P. S). -Basic 50.07 50.87 39.42 40.52

-Diluted 48.42 49.20 38.12 39.19

Operational Performance:

To the members :

The Directors of your company are pleased to present the 24th Annual Report of your Company along with the review & comparison reports of its total income, earning per share, dividend and other expenses, both on Standalone and consolidated basis. The Report reviews the company''s operations covering products of APIs, API-intermediates, bulk drugs, formulations, oral dosages, ointments, tabsules, capsules, tablets, research & development and Toxicology.

Performance Review:

While Standalone above total Income stood at Rs 106038.31 Lacs the consolidated turnover was Rs. 107470.81 Lacs. The Standalone Profit in current year 2012-13 is Rs. 5285.90 lacs against Rs. 4161.44 Lacs in the previous year 2011-2012.

Your company have booked total sales by enhancing 34.96% of sales as compared to last year. During the last fiscal year your company have achieved net profit of 5285.90 lacs showing an appreciation of 27.02% on an annualized basis.

Expansion & Payout:

The company''s policy been followed, with more Investment in tangible assets rather than doing unfruitful expenditure, however, no compromise been done with research & development activities.

Having a sharper view and associated with experience professionals the management of your company have given a free way for expansion in formulation unit and research & development activities. It is our pride to let the owners know that your company has successfully invested more than Rs. 70 Crores (Rupees Seventy Crores Only) in the expansion of formulation plant located at Uttarakhand. In term of production quantity enhancement, the expanded plant can now produce more than double as compared to one year back, with hardly any room left for any sort of wastage or damage. Keeping a positive view, in long run, on international markets and margins & benefits entwine with them, major focus been put on expansion in plant & machinery and research & development activities associated with new & existing drugs, new processes or improvement or cutting down of any existing process with more beneficial results. The management of your company have never neglected the technical expect, in-fact a dedicated team of engineering department has not only contributed in enhancing the production quantity to double but has also significantly reduced the cost of expansion with their years of experience. The credit of expansion goes not only to the Sharon''s departmental teams but also to the Bankers which had put their trust and supported Sharon for their expansion plans.

The capital Investment of Rs. 10 Crores (Rupees Ten Crores Only) has also been done in API & API Intermediates units located at Ml DC, Taloja. Feeding to the export orders first and to minimize the breakdown of any kind, process or technical, management of your company felt it necessary to expand its API units, which gives a great chunk of contribution towards the revenue generated from operations.

SA-Ford:

Management of your company is very much bullish on the Toxicology studies, which has given company an edge over others. This division of your company started generating margins from the 3rd year of its operation itself. It has given management a different dimension to enter into service sector that will be making a big impact in the business industry of India and abroad in near future. SA-ford, unambiguously is functional as per the International standards and was established & lead by Mr. Kramer a German national who dedicated his 5 years, with Sharon as SA-ford Head, of his decades of experience and expertise in the field of toxicology studies. Your company have also obtained success in achieving approval from Argentina authorities for establishing a unit for GLP toxicology studies.

Taking the transparent view the management of your company intends to reward the shareholders by recommending dividend of Rs. 1.50/- per share on equity share of Rs. 10/- each (i.e 15%), for the period under review to its eligible members after the approval by the members at its 24th Annual General Meeting (AGM).

The total dividend payout will aggregate to Rs. 158.35 Lacs and the dividend distribution tax payable by the company would amount to Rs. 26.91 lacs. The total outflow of funds would be approx Rs. 185.26 Lacs.

Reduction of 3% in dividend as compared to previous years is due to the expansion in formulation unit at Uttarakhand, keeping a vigil and track on the margins, opportunities, competitors, threats & other contingencies those are associated with the development and penetration of new products into domestic & international markets. Small savings now, turn to be super savers later.

Management Review 2012-13:

As we narrated in our 23rd Annual Report about the political turmoil, debt crisis in european and middle east countries and natural calamities, which still exists and have now even taken a sharper turn.

Natural calamities, being inevitable, have not only horrified the entire world but have shaken India with lives and monetary losses and opportunities those were foreseen in the newly developed state of Uttarakhand. State of Uttarakhand will take years to come up from the incident which swallowed thousands of local residents & devotees and made a financial loss of billions of rupees. However, the management of your company leaves no stone unturned when it comes to charity, as Sharon says it Sharing. The management of your company have donated not only direct cash to the affected & distressed residents of Uttarakhand, who were ignored by local NGO''s & political parties, but also distributed medicines, food, clothes through its own sources to be ensured that needy are served, beside holding blood donation I campsatvariousoccasions.

The situation about the debt ridden European & middle east countries, have taken a wider lap, by including some of the developed western countries into its circle. Further, bad turned worst, by following the wrong business policies implemented and accounted by the ministry of commerce and trade of the government of India. Fuel, being a major component for any manufacturing company, is not stable in the terms of money, which force all the entities & person to re- schedule all their business modules and working strategies. This further, has been made more complicated, monotonous and tedious by induction of new laws and adamant time barring statutory requirements of several Acts & Laws loaded on business entities along with other scrutiny and demand notices issued by the various revenue departments of government of India. All the business entities were having great expectations from the Ministry of Commerce, government of India, regarding the corrective steps for foreign & business policies, which were ignored and a huge reduction, variation & unstability were noticed in GDP growth, Inflation, Value of Rupee, Export and Import during the last & current fiscal year, which may continue and make more bad impact on the economy of our country.

However, being loaded with wide range of consumers, mass Educated Population, rural population, wide geographical area, undeveloped infrastructure, scattered market, unorganized Industries and efficient transportation system within and outside India by Roads, Air or water, all these factors turns India into the perfect hub for business for next 50 years.

Industrial Relation:

The Employees and Workmen of the entire Company form basis for the infinite success of your company and hence the Directors deeply express their gratitude toward the Dedication, Support, Enthusiasm and Hard work of the Employees.

Human Resources:

Currently the work of HR has been widened with the scope to carter the need of all the units and divisions of your company along with maintaining the harmonious relations between all the work staff of all departments at distinct locations and units.

Happy employees are key to success, following the old policy of company, social events and other occasions were celebrated.

All these events were managed and organized by the Human Resource and the intention was to attach all the employees within one single stringfor the cordial relations among all working staff.

Particulars of Employees:

None of the employees of the Company were paid remuneration of Rs.60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

Employee Stock Option Scheme:

a) The Compensation Committee of the Board granted 148,850 options to selected employees and directors of the company under Sharon ESOS 2010. 109,250 options been granted to selected old employees and 39,600 options been granted to selected new employees. Each option is convertible into one equity share of 10/- each at exercise price of 171/- per share. The options granted would vest over a vesting period of 4 years from the date of grant.

b) The closing market price of share on 31st December, 2010, a day prior to the date of grant on BSE was Rs. 171/- per share. This is considered as market price as per SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) guidelines, 1999. As per this the intrinsic value per option works out to be Nil, as the options have been granted market price of Rs. 171/-per share.

iii. Technology Absorption, Adoption andlnnovation :

a. Upgraded the old utilities of API plants located at MIDC, Taloja.

b. Upgraded the cooling/chilling plant for its API plants located at MIDC, Taloja.

c. Shifting from furnance oil to LPG, which is more eco friendly and economical, for API plants located at Ml DC, Taloja.

Insurance:

All the properties of the Company, including the Plants & Machineries and Raw Material, Semi-Finished, Finished Goods in possession of company alongwith the quantity with Job workers, have also been adequately insured.

Fixed Deposits:

The Company has not accepted any Deposits within the meaning of Section 58Aof the companies Act, 1956 and the rules made there under.

Directors:

In Accordance with the provision of Companies Act 1956, and Articles of Association of company, Mr. Lalit Misra, Dr. Nivedita Patil and Mr. Mohan P. Kala, Directors of the company are liable to retire by rotation at the ensuing Annual General Meetingand being eligible, offered themselvesfor re-appointment.

Credit Rating:

Credit Analysis & Research Limited (CARE) has assigned ''CARE BB '' (Double B plus) rating for the Long Term Bank facilitiesand ''A4 ''(A Fourplus)rating for the Short Term Bank facilities of the company.

The Foreign Bondholders have big faith in working and business policies followed by the management of your company. They have thereby agreed to extend the period of Foreign Currency Convertible Bonds (FCCB) loan for the period of further 5 years, with reduced cost of interest @ LIBOR 3.50% which accounts approx 5% per annum interest rate. All the documents and related papers have been submitted to Reserve Bank of India (RBI) for their approval regarding the extension of FCCB period.

This is the cheapest fund available in the market that a corporate can avail that so without any dispute between bondholders and your company. Your company managed to grab this opportunity for which it was construed in negative pattern by the Credit Analysis & Research Limited (CARE).

Auditors:

M/s. Shyam C Agrawal & Co., Chartered Accountants, retire as Auditor of the company at the conclusion of ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept the office of Auditor, if re-appointed.

Accordingly, the said Auditor may be re-appointed as Auditor of the company at the forthcoming Annual General Meeting. The Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Audit Committee:

The Audit Committee has been constituted by the company pursuance to section 292(A) of the Companies Act, 1956 and under clause 49 of the Listing Agreement.

Consolidated Financial Statements:

The company has one Wholly-Owned Subsidiary in UAE in the name of "Yusur International, FZE".

The audited consolidated accounts and cash flow statements, comprising of the company and all its subsidiary companies appear in this annual report together with the auditors'' report on the consolidated accounts. The consolidated accounts have been prepared in accordance with the accounting standard prescribed by the Institute of Chartered Accountant of India.

As per clause 32 of the Listing Agreement the consolidated financial statements of the company with its subsidiaries form part of the annual report. The copies of the audited annual accounts of the company''s subsidiaries and other related documents can also be sought by any members of the Company or its subsidiaries on making a written request to the Company Secretary in this regard. The annual accounts of the subsidiary companies are also available for inspection by any member at the company''s and/or the concerned subsidiaries'' registered office.

Directors'' Responsibility Statement:

Pursuantto Section 217 (2AA) of the Companies Act, 1956your Directors confirm that :-

i. In the preparation of annual accounts, the applicable accounting standards have been followed.

ii. That they 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 or loss of the company for that year.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

Corporate Governance:

In Pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate governance, together with a certificate from the Company''s auditors confirming compliance of the conditions of Corporate Governance as stipulated under the said clause is set out separately as Annexure forming part of this report.

Acknowledgments:

Your director wish to place record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the company at all the levels, Company''s Bankers, Lenders, Suppliers, Customers, Government Authorities, Business Partners and Members of the company and look forward for the same in greater measure in the comingyears.

On Behalf of the Board

Sd/-

Place: - Mumbai Savita Satish Gowda (Ms.)

Date: 29.08.2013 (Chairperson & Managing Director)


Jun 30, 2010

The directors are pleased to present their 21st Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the year ended 30th June, 2010. The Financial highlights for the period under review are given below.

COMPANYS PERFORMANCE:

Your Company has achieved turnover of Rs. 49649.88 lacs for the year-ended 30.06.2010 as against the turnover of Rs. 41979.12 lacs for the year-ended 30.06.2009.

The Financial Results are as under: (Rs. in Lacs)

30.06.2010 30.06.2009 Particulars Standalone Consolidated Standalone Consolidated

Turnover & Other Income 49806.85 52483.81 42162.35 42172.32

Profit Before Depreciation, Interest & Tax (PBID&T) 5142.04 5503.40 4073.33 4076.48

Interest 2099.88 2100.01 1436.32 1436.48

Depreciation 639.98 639.98 417.90 417.90

Profit Before Tax 2402.18 2763.41 2219.11 2222.10

Provision for Tax 350.00 350.00 300.00 300.00

Provision for Deferred Tax Liability 180.55 180.55 48.87 48.87

Provision for Fringe Benefit tax -- -- 10.00 10.00

Profit after Tax 1871.63 2232.86 1860.24 1863.23

Earnings Per Share

- Basic 17.73 21.15 17.62 17.65

-Diluted 17.56 20.95 17.62 17.65

OPERATIONAL PERFORMANCE:

Your Directors are happy to report that the year under review witnessed achievement of milestone by the Company, in terms of its total income, both on Stand alone and consolidated basis. While Stand alone above total Income stood at Rs. 49806.85 Lacs the consolidated turnover was Rs. 52483.81 Lacs. However, the Profitability could not cope up with this growth, mainly on account of high operating and finance costs. The Profit in current year wasRs. 1871.63 against Rs. 1860.24 Lacs in the previous year 2008-09.

The Consolidated Financial statements include the financial statements of M/s. Yusur International FZE, UAE which is 100% subsidiary of Sharon Bio-Medicine Limited.

BUSINESS DEVELOPMENT AND PROSPECTS:

During the year your Company has set up a State of art Active Pharmaceutical Ingredients Plant in Taloja near Navi Mumbai and a World class Toxicology Lab again in Taloja. Both the Sites are in operations and started Commercial Production. Further, during the year your Formulation unit at Dehradun has got UK-MHRA approval. Our goal is to get the US FDA approval of Taloja and Dehradun unit and make Toxicological Lab member of European Union. With all these development, we expect increase in Turnover as well as better Margins in coming years.

Further, during the current year your company has made the Investment in M/s. Siddhivinayak Developers, Dehradun having 40 % stake in the firm. Sharon is having its Formulation plant at Silaqui which is close to Dehradun. The total Investment by Sharon is Rs. 2,75,00,000 / - (Rupees Two Crores Seventy Five Lacs Only). M/s. Siddhivinayak Developers is having almost 4.25 acres of Land in Prime area in Dehradun. M/s. Siddhivinayak Developers wants to construct a housing society in that plot in future. The reason for investing in M/ s. Siddhivinayak Developers by Sharon was to construct houses for the employees of the company and let out to employees in future. In Dehradun area, to get good houses on rent is very expensive and Sharon wants to let these houses on rent to its employees so that employees will have no problem in searching the houses.

DIVIDEND:

In view of the outer performance during the year 2009-10, your Directors are happy to recommend a payment of Dividend of Rs. 1.50 (Rupee One and Paise Fifty only), (i.e. 15%) per Equity share of 110/- each (i.e. 15%) as compared to Rs. 1.20 (Rupee One and Paise Twenty only), (i.e. 12%) per Equity of Rs.10/- each (i.e 12%) during the previous year 2008-09. The Total payout of Rs. 1,58,35,350/- is expected during the current year due to dividend payout excluding Dividend Distribution Tax amount.

INDUSTRIAL RELATIONS:

Industrial Relation of the Company continued to be cordial and peaceful. The Directors express their appreciation to all the employees for their dedications and support.

HUMAN RESOURCES:

Every year your Company introduces new initiatives. During the year, your company introduced a very successful employee engagement initiative. Those employees who have performed extra ordinary in their fields and have better co -ordination with their colleagues were awarded cash and a certification of appreciation.

This Program was managed by the HR Department and the intention was to get all the employees in the Company connected to the business and co-ordination among employees. Employees were encouraged to contribute potential business leads under this program.

Our Company continues to maintain a very diverse workforce which also manifests a diverse culture to support the successful growth of the business.

PARTICULARS OF EMPLOYEES:

Information regarding particulars of employees required Under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per provisions of section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts has been sent to all the Members excluding the statement of particulars under section 217(2A). Any Member interested in obtaining a copy of the statement may write to the Company secretary at the Registered Office of the company

EMPLOYEE STOCK OPTION SCHEME

During the year under review, your Company granted 2,31,103 options to 351 selected employees and Directors under Sharon ESOS 2010. Approval of shareholders was sought during Annual General Meeting held on 31st December, 2009. These options have been granted at market price at the time of grant. Details of the same are given in the annexure to this report.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

During the year the Company has not imported any technologies.

INSURANCE:

All the properties of the Company including Plants & Machineries, Stocks etc. have been adequately insured.

FIXED DEPOSITS:

The Company has not accepted any Deposits within the meaning of Section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS:

Mr. Lalit Misra, Mr. Vijay Kirpalani and Dr. Nivedita Patil retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CREDIT RATING:

Credit Analysis & Research Limited (CARE) has assigned CARE A- (Single A minus) rating for the Long Term Bank facilities and PR1 ( PR One) rating for the Short Term Bank facilities of the company.

AUDITORS:

M/s. Jain Gangwal & Associates, Chartered Accountants, Mumbai, Auditors of the Company, retire at the forthcoming Annual General Meeting and do not wish to seek reappointment due to pre occupancy. The Directors place on record their appreciation of the services rendered by M/s. Jain Gangwal & Associates, Chartered Accountants, Mumbai. The Directors recommend the appointment of M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai as the Auditors of the Company. A suitable resolution in this behalf forms part of the agenda for the forthcoming Annual General Meeting for approval by the Members.

The Company has received the letter from the Auditors to the effect that their appointment would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

AUDIT COMMITTEE:

The Audit Committee has been constituted by the company pursuance to section 292(A) of the Companies Act, 1956 and under clause 49 of the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS:

The company has a wholly owned Subsidiary in Abroad.

The Audit consolidated accounts and cash Flow statement comprising of the Company and its subsidiary Company appear in the Annual Report together with the Auditors Report on the consolidated Accounts. The Consolidated Accounts have been prepared in accordance of the Accounting Standard 21 prescribed by the ICAI.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

I. In the preparation of annual accounts, the applicable accounting standards have been followed.

II. That they 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 or the Company at the end of the financial year and of the profit or loss of the company for that year.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE.

In Pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate governance, together with a certificate from the Companys auditors corvfirrning compliance of the conditions of Corporate Governance as stipulated under the said clause is set out separately as Annexure forming part of this report.

ACKNOWLEDGEMENTS:

Your director wish to place record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the company at all the levels, Companys Bankers, Lenders, Suppliers, Customers, Government Authorities, Business Partners and Members of the company and look forward for the same in greater measure in the coming years.

For and on behalf of the Board Sd/-

Ms. Savita Gowda

(Chairman & Managing Director)

Place : Mumbai

Date : December 4, 2010


Jun 30, 2004

The directors are pleased to present their 15th annual report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial period ended June 30,2004. The Financial highlights for the period under review are given below.

COMPANYS PERFORMANCE:

Your Company has achieved turnover of Rs.2366.83 lacs for the year ended 30.06.2004 as against the turnover of Rs. 1973.15 lacs for the year ended 30.06.2003.

The Financial Results are as under: Rs. In Lacs

30.06.2004 30.06.2003

Profit Before Depreciation, Interest, 140.48 96.88 Extra ordinary items & Tax (PBID&T)

Interest 32.21 47.19

Depreciation 39.35 24.41

Profit Before Tax & Extra-ordinary Item 68.92 25.28

Loss on sale of Motor Car 11.36 00.00

Provision for Tax 4.00 1.25

Provision for Deferred Tax Liability 13.79 14.11

Amount brought forward 119.21 114.30

Amount available for appropriation 158.98 124.22 APPROPRIATIONS:

General Reserve 5.00 5.00

Balance Carried Forward 153.98 119.22

DIVIDEND:

Your Directors do not recommend any dividend on the equity share capital of your Company so as to conserve the resources for better requirement in the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2003-2004, the Board of Directors reports that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. 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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

LISTING:

Your Company is Listed with the Stock Exchanges at Hyderabad and Pune Stock Exchange. Annual Listing Fee for the Financial year 2004-2005 has been paid. OPERATIONAL REVIEW:

The operational results of the Company during the year under review remained satisfactory. The total turnover has been enhanced by 20% as compared to the previous year and which has attributed in increasing profits by 128% as compared to last year. The Company has done good exports during the year. The Exports has increased from Rs. 258.49 Lacs to Rs. 420.77 Lacs in comparison to last year. Increase of 62.78% has been achieved by the Company in Overseas Sales During the year. The Company exports its products mainly to European and North American Countries.

The standards of quality, perfection and specifications has been meticulously maintained. The unabated steps for continued modernization at plants and for operation with new technical knowhow has been taken by the management to keep its head high as a leader in pharmaceutical business. The operational results of the first quarter of the current year are also satisfactory.

INDUSTRIAL RELATIONS:

Industrial relation of the Company continued to be cordial and peaceful. The Directors express their appreciation to all the employees for their dedications and support.

PARTICULARS OF EMPLOYEES :

Information regarding particulars of employees required Under Section 217(2A) of the Companies Act, 1956 is not applicable to the Company since none of the employee fall under the provision of said Act.

INSURANCE:

All the properties of the Company including Plants & Machineries, Stocks etc. have been adequately insured.

DIRECTORS:

Mr. Mohan P. Kala & Mr. T. N. Raghunandan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s. K. K. Gangwal & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS:

On behalf of the Company the Board of Directors place their sincere thanks to the Government, Bankers, Financial Institutions and various other statutory Authorities for their kind cooperation. The Board is extremely thankful to all the Shareholders, Employees, Customers and Dealers for reposing their confidence and strong support.

BY ORDER OF THE BOARD

Sd/- Place : Mumbai SAVITA GOWDA

Date : 27th November, 2004 MANAGING DIRECTOR


Jun 30, 2003

The directors have pleasure in presenting the 14th Annual Report of the Company with the audited statements of accounts for the year ended 30.06.2003.

COMPANYS PERFORMANCE:

Your Company has achieved turnover of Rs. 1973.00 lacs for the year ended 30.06.2003 as against the turnover of Rs. 1820.00 lacs for the year ended 30.06.2002.

The Financial Results are as under: Rs. In Lacs

30.06.2003 30.06.2002

Profit Before Depreciation, Interest, 96.88 89.92 Extra ordinary items & Tax (PBID&T)

Interest 47.19 50.06

Depreciation 24.41 25.39

Profit Before Tax & Extra-ordinary Item 25.28 14.47

Loss on sale of Motor Car 00.00 (2.43)

Provision for Tax 1.25 00.76

Provision for Deferred Tax Liability 14.11 (5.13)

Amount brought forward 114.30 100.83

Amount available for appropriation 124.22 106.98

APPROPRIATIONS:

General Reserve 5.00 2.50

Balance Carried Forward 119.22 104.48

DIVIDEND:

Your Directors do not recommend any dividend on the equity share capital of the Company so as to conserve the resources for better requirement in the Company.

RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2002-2003, the Board of Directors reports that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. 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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

LISTING:

Your Company is Listed with the Stock Exchanges at Hyderabad and Pune Stock Exchange. Annual Listing Fee for the Financial year 2003-2004 has been paid.

OPERATIONAL REVIEW :

The operational results of the Company during the year under review remained satisfactory. The total turnover has been maintained despite fire in the plant and being an all round depression in the economy. The Company has done good exports during the year. The standards of quality, perfection and specifications has been meticulously maintained. The unabated steps for continued modernisation at plants and for operation with new technical know how has been taken by the management to keep its head high as a leader in pharmaceutical business. The operational results of the first quarter of the current year are also satisfactory.

INDUSTRIAL RELATIONS :

Industrial relation of the Company continued to be cordial and peaceful. The Directors express their appreciation to all the employees for their dedications and support.

PARTICULARS OF EMPLOYEES :

Information regarding particulars of employees required Under Section 217(2A) of the Companies Act, 1956 is not applicable to the Company since there is no employee falls under the provision of said Act.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

FOREIGN EXCHANGE TRANSACTIONS ( Rs. In Lacs )

2002-2003 2001-2002

A. CIF value of Goods Imported 5.76 16.86

B. Value of Goods Exported (FOB and service charges) 258.49 67.66

C. Traveling Expenses 3.13 2.02

D. Commission 1.46 0.94

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :

Unit Avg. Rate (Rs. In Lacs)

Power & Fuel Consumption :

Electricity 675747 4.40 29.73

INSURANCE:

All the properties of the Company including Plants & Machineries, Stocks etc. have been adequately insured. DIRECTORS :

Mr. Vivekanand Badoni & Mr. Lalit Misra retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s. K. K. Gangwal & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS :

On behalf of the Company the Board of Directors place their sincere thanks to the Government, Bankers, Financial Institutions and various other statutory Authorities for their kind cooperation. The Board is extremely thankful to all the Shareholders, Employees, Customers and Dealers for reposing their confidence and strong support.

BY ORDER OF THE BOARD

SAVITA MISRA MANAGING DIRECTOR

Place : Mumbai Date : 28th November, 2003


Jun 30, 2002

The directors have pleasure in presenting the 13th Annual Report of the Company with the audited statements of accounts for the year ended 30.06.2002.

COMPANYS PERFORMANCE:

Your Company has achieved turnover of Rs1820 lacs for the year ended 30.06.2002 as against the turnover of Rs 2077 lacs for the year ended 30.06.2001.

The Financial Results are as under : Rs. In Lacs

30.06.2002 30.06.2001

Profit Before Depreciation, Interest, 89.92 89.00 Extra ordinary items& Tax (PBID&T)

Interest 50.06 46.11

Depreciation 25.39 17.87

Profit Before Tax & Extra-ordinary Item 14.47 25.02

Loss on sale of Motor Car (02.43) 00.17

Provision for Tax 0.76 00.50

Provision for Deferred Tax Liability (5.13) -

Amount brought forward 100.83 78.64

Amount available for appropriation 106.98 103.33 APPROPRIATIONS:

General Reserve 2.50 2.50

Balance Carried Forward 104.48 100.83

DIVIDEND:

Your Directors do not recommend any dividend on the equity share capital of the Company so as to conserve the resources for better requirement in the Company.

RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act,1956,in relation to financial statements for the year 2001-2002,the

Board of Directors reports that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. 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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

LISTING:

Your Company is Listed with the Stock Exchanges at Hyderabad and Pune Stock Exchange. Annual Listing Fee for the Financial year 2001-02 has been paid.

OPERATIONAL REVIEW:

The operational results of the Company during the year under review remained satisfactory. The total turnover has been maintained despite fire in the plant and being an all round depression in the economy. The Company has done good exports during the year. The standards of quality, perfection and specifications has been meticulously maintained. The unabated steps for continued modernisation at plants and for operation with new technical knowhow has been taken by the management to keep its head high as a leader in pharmaceutical business. The operational results of the first quarter of the current year are also satisfactory.

During the year major fire broke out in the factory premises on 09.02.2002 resulting in major loss of raw materials, finished goods, plant & machineries, furniture & fixture, electrical installation and lab equipments. The total estimated loss due to fire was Rs. 2,48,73,945.00 and accordingly claim was lodged with The New India Assurance Company Ltd. but claim is not settled yet.

INDUSTRIAL RELATIONS:

Industrial relation of the Company continued to be cordial and peaceful. The Directors express their appreciation to all the employees for their dedications and support.

PARTICULARS OF EMPLOYEES:

Information regarding particulars of employees required Under Section 217(2A) of the Companies Act,1956 is not applicable to the Company since there is no employee falls under the provision of said Act.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNIGS AND OUTGO :

FOREIGN EXCHANGE TRANSACTIONS (Rs. In Lacs)

2001-2002 2000-2001

A. CIF value of goods imported 16.86 27.04

B. Value of Goods Exported (FOB and service charges) 67.66 4.22

C. Traveling Expenses 2.02 0.23

D. Commission 0.94 -

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :

Unit Avq. Rate (Rs. In Lacs)

Power & Fuel Consumption :

Electricity 491961 4.40 21.65

INSURANCE:

All the properties of the Company including Plants & Machineries, Stocks etc. have been adequately insured.

DIRECTORS:

Mr. Mangesh Tondwalkar & Mr. Nandkishore Uniyal retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s. K. K. Gangwal & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS:

On behalf of the Company the Board of Directors place their sincere thanks to the Government, Bankers, Financial Institutions and various other statutory Authorities for their kind cooperation. The Board is extremely thankful to all the Shareholders, Employees, Customers and Dealers for reposing their confidence and strong support.

BY THE ORDER OF BOARD OF DIRECTORS

sd/- SAVITAMISRA MANAGING DIRECTOR

Place : Mumbai

Date : 14th January, 2003

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