Directors Report of Johnson Pharmacare Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors here by present the 21st Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2015.

OPERATIONS REVIEW

During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 737735/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR

The Company does not have any significant business activity and not carried out any business during the year under review.

DIVIDEND

Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued, subscribed and paid up capital of the Company is Rs. 500000000/- divided into 50000000 equity shares of Rs 10/- each. There was no change in the share capital of the company during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate companies & joint ventures.

FIXED DEPOSIT

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. RAMANLAL TRIVEDI retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

MS. SUJATA DHAN KUMAR KHARGA and MR. PRASHANT VIJAY PAWAR were appointed as additional Directors of the company with effect from 04.02.2015 and hold office up to the date of this Annual General Meeting and be and is hereby appointed as an Independent Director for a term up to five consecutive years commencing from 29th September, 2015.

MR. SACHIN MANCHEKAR, MR. DILIP CHAVAN and MR. NARESH SHINDE were resigned as on 04.02.2015, 04.02.215 and 13.03.2015 respectively.

The Board of Directors had appointed Mrs. DINABEN GANATRA as an Additional Woman Director as on August 28, 2015 and resigned on August 29, 2015.

Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

MEETINGS:

Minimum four prescheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year ten Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

AUDIT COMMITTEE:

The terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has renamed Share Holders Grievance/ Share Transfer Committee as 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

AUDITORS AND AUDITORS' REPORT:

M/S. DHVANISH SHAH & ASSOCIATES, CHARTERED ACCOUNTANTS, AHMEDABAD (FRN 139838W) in respect of whom the company has received a Special Notice under section 140(4) of the Act, proposing their appointment in the place of retiring auditors M/s. Y. D. & Co., Chartered Accountants, Ludhiana, (FRN 018846N) and hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self- Explanatory and do not call for any further comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No. Qualifications made by Secretarial Explanations by the Board Auditor

a) Acknowledgement for sending the The notice and agenda for the Board and committee notices of the Meeting of the Board and meeting are sent by the email or hand delivery. The Committees are not maintained by the company will ensure to maintain to the company. acknowledgements for sending the notice of the meeting of the board and the committee.

b) Updating of website with regard to The company will take necessary steps to update various policies is pending website with regard to various policies which are pending.

c) The company has not complied with The company will take necessary steps to comply with certain clauses of Listing Agreement as the same.

regards publication of Notice of Board Meeting, Notice of AGM, quarterly results.

d) As per section 138 of the Companies Act, The size of operation of the Company is very small, it 2013, the Company is required to appoint is not viable to appoint Internal Auditor but the Internal Auditor. The Company has not Company has established the internal control system. appointed Internal Auditor.

e) As per section 203(1)(i),(ii) & (iii), the Since the Company does not have any significant Company is required to appoint Company business activities, hence the Volume and Scope of Secretary & Chief Financial Officer. The work for the Company Secretary and Chief Financial Company has not appointed Company Officer are less and it is not a full time work and the Secretary & Chief Financial Officer. job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

f) The company has not maintained the The company will take necessary steps to maintain attendance register for Board and the attendance register for board and committee committee meeting meetings.

g) Statutory Registrar as per companies Act The company will take necessary steps to update 2013 is yet to be updated. Statutory Register as per companies Act 2013.

h) Certain event based E Forms have not The company will ensure to file all relevant been filed by the company in time which documents in time with ROC and other authorities as were required to be filed with ROC during when required. the audit period.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause © of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

b. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

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

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

e) Directors have prepared the accounts on a "going concern basis".

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Since there are no women employees in the Company hence no comments

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of the remuneration of each director to the permanent employee's remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for:

a. Government Policies

b. Human Resource Risk

VIGIL MECHANISM

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.

ACKNOWLEDGEMENT:

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

For and on Behalf of the Board For,

SUN AND SHINE WORLDWIDE LIMITED

PLACE: AHMEDABAD

DATE: 31.08.2015

Sd/-

(RAMANLAL TRIVEDI)

CHAIRMAN

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Mar 31, 2014

Dear Members,

The Directors here by present the 20th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

FINANCIAL PERFORMANCE:

Key aspects of Company'' financial performance for the year 2013-14 is tabulated below:

[Amount in Rupees]

Particular 2013-14 2012-13

Total Income 17910197106 1590759403

Total Expenditure 17911042490 1592360982

Profit/(Loss) Before Extraordinary items and Taxation (845384) (1112756)

Extraordinary items 0 200000

Profit/(Loss) before Tax (PBT) (845384) (1312756)

Less: current Tax including Deferred Tax 14513 22369

Net Profit/(Loss) after Tax for the year (830871) (1290387)

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company unable to generate targeted revenue from the operation the Company hence total Income was stood at Rs. 17910197106 /- and has incurred net loss of Rs. 830871/- for the year ended 31st March, 2014.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

MR. RAMANLAL TRIVEDI Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. DILIP CHAVAN, Mr. SACHIN SUNIL MANCHEKAR and Mr. NARESH SHINDE were appointed on 13.05.2014, 13.05.2014 and 07.07.2014 as an Additional Director of the Company and appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to September 28, 2019. Mr. BINIT JOSHI and Mr. UMESHBHAI PUROHIT were appointed as Additional Director as on 01.01.2014 and resigned from the board accordingly with effect from as on 13.05.2014 and 17.02.2014.

Mr. JIMISH SONI and Mr. VIRAL KAPADIA were resigned as a Director of the Company with effect from 01.01.2014 and 07.01.2014.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company is not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

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

For and on Behalf of the Board For, SUN AND SHINE WORLDWIDE LIMITED PLACE: AHMEDABAD DATE: 27.08.2014 (RAMANLAL TRIVEDI) CHAIRMAN

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Mar 31, 2013

Dear Shareholders,

The Directors here by present the 19th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

FINANCIAL PERFORMANCE:

Key aspects of Company'' financial performance for the year 2012-13 is tabulated below:

[Amount in Rupees]

Particular 2012-13 2011-12

Total Income 15,91,248,226 8,70,10,000

Total Expenditure 15,92,360,982 8,75,61,163

Profit/(Loss) Before Extraordinary items and Taxation (1,112,756) (5,51,163)

Extraordinary items 2,00,000 3,00,000

Profit/(Loss) before Tax (PBT) (13,12,756) (8,51,163)

Less: current Tax including Deferred Tax 22,369 _32,542

Net Profit/(Loss) after Tax for the year- (12,90,387) (8,18,621)

REVIEW OF OPERATIONS: ''

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company unable to generate targeted revenue from the operation the Company hence total Income was stood at Rs. 15,91,248,226/- and has incurred net loss of Rs. 12,90,387/- for the year ended 31st March, 2013.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Jimish Jitendrabhai Soni Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Ramanlal Nagjibhai Trivedi and Mr. Viral Gunvantbhai Kapadia were appointed as additional directors of the Company respectively with effect from 30.08.2013 and 06.05.2013 are eligible for re-appointment as directors of the Company at the forthcoming Annual General Meeting and whose period of office will be liable to retire by rotation.

Mr. Hitesh Patel and Mr. Manish Patel and Mr. Deep Soni were ceased as a Director of the Company respectively with effect from 10.05.2013, 10.05.2013 and 30.08.2013 due to resignation. The management appreciated the services given by him during the tenure of the office as a Director.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith. .

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(l)(e) of the Companies Act 1956, are not applicable to our Company, as our Company is not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

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

For and on Behalf of the Board For, SUN AND SHINE WORLDWIDE LIMITED

PLACE: AHMEDABAD DATE: 31.08.2013

(RAMANLAL TRIVEDI)

CHAIRMAN

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Mar 31, 2010

The directors have pleasure in presenting herewith the 14th Annual Report for the year ended on 31st March, 2010 of your Company.

Financial Results:

(Amt in Rs.)

Particulars 2009-2010 2008-2009

Net Profit (Loss)Before Depreciation & Tax (560602) (1571758)

Less : Depreciation 430422 700355

Net Profit/(Loss) Before Tax (130180) (2272113)

Less :Provision For Taxation 85524 6115

Net Profit After Tax (215704) (2278228)

(1) Operations

Your directors have great pleasure to inform that the company has incurred Net Loss after tax of Rs. 215704 after making provision for tax of Rs. 85524. The company is confident to achieve higher sales in the coming years. Your Directors do not recommend dividend for the year to strengthen the position of the company.

(2) Directors

Mr. Navneet Singh and Mr. Hiteshkumar Patel, appointed as directors of the company, liable to retire by rotation, pursuant to Section 257 and other relevant provisions of the companies Act, 1956 and Article of Association, w.e.f 30th September, 2010. Mr. Shambu Bhagat, Director will retire at the forthcoming annual general meeting of the company, and being eligible, offer themselves for re-appointment. Your directors recommend the resolution for approval of the members.

(3) Auditors

M/s. Arvind A. Thakkar, Chartered Accountants, Ahmedabad, are proposed to be appointed as auditor of the Company for the financial year 2010-2011. The auditors of the Company retire at the forthcoming Annual General Meeting .The board will fix the remuneration of newly appointed auditors of the company. The necessary certificate under section 224(1B) of the Companies Act, 1956 has been received from the auditor.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2010 which is self-explanatory and needs no comments.

(4) Fixed Deposits

The Company has not accepted any Public Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

(5) Employees

There were no employees coming within the ambit of section 217(2A) of the Companies Act, 1956.

(6) Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgoings.

Since the company is not engaged in any manufacturing activities, furnishing of details of conservation of energy & technology absorption are not applicable.

Foreign Earning: Nil

Foreign Outgoing: Nil

(7) Directors Responsibility Statement

As required under sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

(i) That in preparation of the Annual accounts, the applicable accounting standards had been followed.

(ii) that 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 affairs of the Company at the end of the financial year and of the financial year and of the loss of the Company for the year.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

(8) Acknowledgements.

The Directors place on record their appreciation of continued support, Co-operation, assistance during the year by suppliers, customers, banks and staff members & look forward for their continued support in future.

By order of the Board For ROBINSON WORLDWIDE TRADE LIMITED

Date: 04.09.2010 Place: Ahmedabad SD/- DIRECTOR

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Mar 31, 2009

The directors have pleasure in presenting herewith the Audited Annual Report for the year ended on 31st March, 2009 of your Company.

FINANCIAL RESULTS: (Rs. in Lacs)

PARTICULARS 2008-2009 2007-2008

Net Profit Before Depreciation & Tax -15.72 -5.22

Less : Depreciation 7.00 3.65

Net Profit/(Loss) Before Tax -22.72 -8.86

Less Provision For Taxation 0.06 1.10

Net Profit After Tax -22.78 -9.97

(1) Operations

Your directors informed that the company has incurred Net Loss after tax of Rs.22.78 Lacs after making provision for tax of Rs.0.06 Lac. The company is confident to achieve higher sales in the coming years. Your Directors do not recommend dividend for the year to strengthen the position of the company.

(2) Directors

Mr. Nilesh Kava and Mr. R.V. Chari, resigned as Director of the company and served the company till 08th April,2009 and 10th April,2009 respectively. Mr. Jayesh Shah, appointed as director of the company, liable to retire by rotation, pursuant to Section 257 and other relevant provisions of the companies Act, 1956 and Article of Associatio, w.e.f 30th September,2009. Mr. Shambu Bhagat, Director will retire at the forthcoming annual general meeting of the company, and being eligible, offer themselves for re- appointment.

Your directors recommend the resolution for approval of the members.

(3) Auditors

M/s. Arvind A. Thakkar, Chartered Accountants, Ahmedabad, are proposed to be appoint as auditor of the Company in place of retiring auditor M/s. Naimish K. Shah & Co., Chartered Accountants, Ahmedabad for the financial year 2009-2010. The auditors of the Company retire at the forthcoming Annual General Meeting The board will fix the remuneration of newly appointed auditors of the company. The necessary certificate under section 224(1 B) of the Companies Act, 1956 has been received from the auditor.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2009 which is self-explanatory and needs no comments.

(4) Fixed Deposits

The Company has not accepted any Public Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

(5) Employees

There were no employees coming within the ambit of section 217(2A) of the Companies Act, 1956.

(6) Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgoings.

Since the company is not engaged in any manufacturing activities, furnishing of details of conservation of energy & technology absorption are not applicable.

Foreign Earning : Nil

Foreign Outgoing : Nil

(7) Directors Responsibility Statement

As required under sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

(i) That in preparation of the Annual accounts, the applicable accounting standards had been followed.

(ii) that 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 affairs of the Company at the end of the financial year and of the financial year and of the loss of the Company for the year.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

(8) Increase in the Authorised Share Capital

Increase of Authorised Capital from Rs.11.00.00.000 to Rs.51.00.00.000

The Board of Directors in their meeting dated 28th August,2009 proposed to increase the Authorised Share Capital of the Company to Rs.51,00,00,000/- consisting of 5,10,00,000 equity shares of Rs.10/- each.

The approval of the members for this purpose will be taken vides Annual General Meeting to be held on 30th September, 2009.

(9) Preferential Issue of Convertible Equity Warrants

Preferential Issue of 4.00.00.000 Convertible Equity Warrants:

In order to expand the business of the company, to strengthen the equity base and to make the net worth of the company positive, Board of Directors of the Company proposed to Issue Convertible Equity Warrants on preferential Base under the provisions of Chapter XIII of the SEBI (Disclosure and Investor Protection Guidelines), 2000 (and all subsequent amendments thereof) and Section 81 (1 A) of the Companies Act, 1956.

The approval of the members for this purpose will be taken vides Annual General Meeting to be held on 30th September, 2009.

(10) Acknowledgements.

The Directors place on record their appreciation of continued support, Co-operation, assistance during the year by suppliers, customers, banks and staff members & look forward for their continued support in future.

BY ORDER OF THE BOARD OF DIRECTORS

Place: Ahmedabad CHAIRMAN & MANAGING DIRECTOR

Date: 28.08.2009

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Mar 31, 2002

We have pleasure in presenting the Annual Report of the Company alongwith the audited statements of Accounts for the year ended 31st March, 2002.

FINANCIAL RESULTS 2001-02 2000-01

(Rs. In Lacs) (Rs. In Lacs.)

OPERATING PR0FITS BEFORE 25.96 (50.57) DEPRECIATION

DEPRECIATION 10.36 16.48

PROFIT AFTER DEPRECIATION 15.60 (67.06)

NET PROFIT 15.60 (67.06)

PROPOSED DIVIDEND - -

BALANCE CARRIED TO BALANCE SHEET 0.57 (67.06)

DIVIDEND:

Considering the loss incured by the Company during the year, your Directors does not recommend dividend for the year under review.

DEPOSITS:

The Company has not accepted any Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

INSURANCE:

Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks etc. During the year.

CHANGE OF NAME

The name of the Company was changed from Robinson Impex (I) Ltd. to Robinson Worldwide Trade Limited under the provisions of Section 21 of the Companies Act,1956.

DIRECTORS REPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 , which requires company to give a Directors Responsibility statement , your directors hereby confirm-

That in preparation of annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating relating to material departure.

That Company has selected Mercantile accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

That the directors has taken proper and sufficient care for the maintainance of adequate accounting records in accordance with the provisions of this Act for the safeguarding the assets of the company and for preventing and detecting fraud and other irregu1ations.

That the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

During the year Shri 0mpraKash Punjabi was appointed as Director of the Company and holds office up to the date of Annual General meeting. The Board recommends his appointment as director.

Shri Dinesh Desai and Shri Gagan Punjabi retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS :

The Auditors M/s A.L. Thakkar & Co., Charteted Accountats, Ahmedabad, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for reappointment. You are requested to appoint auditors and to fix their remuneration.

AUDITORS REPORT

There are no adverse Comments in the auditor report which require explanation from the directors.

LEGAL CASE

First Information Report (FIR) were filed against the Company at Surat, Baroda and Rajkot cha11enging the gennunity of the operations of the Company . The Honourable High Court was pleased to grant stay in the matter and company has been allowed to continue its operations.

PARTICULARS OF EMPLOYEES AND OTHERS:

The company does not have any employee receiving remuneration of Rs. 2,00,000/- per month or Rs. 24,00,000/- per annum and therefore, no particulars are required to be furnished under section 217(2A) of the Companies Act, 1956 .

INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING:

Particulars regarding conservation of energy, Technology upgradation and Foreign Exchange earnings, and outgo. pursuant of Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 are not required to be published by the company since it is not engaged in any manufacturing activity.

APPRECIATION:

The company places on record its deep appreciation for all those who have been associated with the company and have continued their support towards the growth and stability of the company.

For & on behalf of the Board of Directors

Chairman

Place : Ahmedabad Date 2nd September , 2002

1st Floor, Om Complex, Near Swastik Cross Road, C .G . Road, Navrangpura, Ahmedabad