Home  »  Company  »  Unjha Formulatio  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Unjha Formulations Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their Twenty First Annual Report together With Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The Working results of the Company are as under:

Rs. in Lacs

PARTICULARS 31.03.2015 31.03.2014

TURNOVER 893.40 663.2

OTHER INCOME 9.31 2.26

TOTAL INCOME 902.71 665.58

PROFIT BEFORE DEPRECATION AND TAXATION 26.75 19.06

LESS : DEPRECATION 9.40 6.63

PROFIT/LOSS BEFORE TAX 17.38 12.43

LESS : PROVISION FOR TAXATION NIL NIL

PROFIT FOR THE YEAR 17.38 12.43

BALANCE AS PER LAST BALANCE SHEET (445.85) (456.46)

TOTAL PROFIT/LOSS (428.47) (445.85)



BUSINESS OPERATIONS & PROSPECTS:

During the year under review your company has sales turnover of Rs.8.93 Cr (in respect of its existing activities) with increase of 34.71% over the previous year.

DIVIDEND:

Your Directors do not propose any dividend on Equity Shares for the period ended 31st March, 2015.

SHARE CAPITAL:

The paid-up equity share capital as on 31st March, 2015 was Rs. 44,805,000/-. There was no public issue, right issue, bonus issue or preferential issue etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The board of Directors duly met 4 times in a year and in respect of these meetings proper notices were given and the proceedings were properly recorded in the minute's book of the company maintained for this purpose under the Companies Act, 2013.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company has no any subsidiary, joint venture or associate companies.

DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U/S 149 (10):

The board of the company consist of 6 Directors, out of which three are independent Directors, one Managing Director and two whole Directors. All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the company and placed at the Board Meeting of the company held on 28th May, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate report of Management Discussion and Analysis is attached as a part of the Annual report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith.

MARKETING:

Your Company has continued manufacturing agreement with Reckit Benckiser India Ltd., for sales of Isabgol Husk based product 'Fybogel', Abbott Healthcare Pvt. Ltd., for sales of 'FABOLITE' , Karnataka Antibiotics & Pharmaceuticals Ltd for sale of 'Husky', BAPS Herbal Care for sale of 'Easylax Powder', Rhine Biogenics Pvt. Ltd. for sale of 'Trugol Powder'.& Apollo Hospitals Enterprise Ltd., for sales of ' AP Sat-Isabgol'.

Your company is also manufacturing Isabgol based for Kinedex Healthcare Pvt. Ltd., i.e. Laxovel Group of Products.

EXPORT:

During the period under review your company exported Rs. 2,19,04,519.30 (US$ 365573.00). The Company continued its focus on development of Export Markets, for for Fibron SF Powder, Albendazole Bolus and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the Management Discussion and Analysis Report are annexed to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors confirm:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The company has prepared the attach annual statement for the year ended 31st March, 2015 a going concern basis.

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

6. There is proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITORY SYSTEM:

Trading in shares of your company has commenced in Dematerialized form in B2 group in terms of notification issued by Securities & Exchange Board of India (SEBI). Your Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares in Dematerialized form.

LISTING FEES:

Your Company has paid Listing Fee for the year 2015-16 at Bombay Stock Exchange Ltd. The Company has already completed the procedure for De-Listing of Share from Ahmedabad Stock Exchange Limited as per amended SEBI Guideline and awaiting approval the ASE.

INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

LOANS, GUARANTEE AND INVESTMENTS:

Pursuant to the Provision of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, investment made or guarantee given or security provided directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate. The company does not make any investment in securities or give guarantee to any other body corporate. Further, the company has not give any loan to others during the year ended March 31,2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts ot Tribunals impacting the going concern status of the Company.

AUDIT COMMITTEE:

The Audit committee of the Comprises of Mr. Mayankkumar S. Patel, Mr. Chandrakant V. Modh and Mr. Hasmukh S. Chavda as Members.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

REMUNERATION AND NOMINATION COMMITTEE:

The Remuneration and Nomination committee of the Comprises of Mr. Mayankkumar S. Patel and Mr. Chandrakant V. Modh as Members.

The details of terms of reference of the Remuneration and Nomination Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

DIRECTORATE:

Shri Jashodaben S. Patel, will be retiring at the ensuring Annual General Meeting and being eligible offers himself for being re-appointment.

Shri Hasmukh S. Chavda, will be retiring at the ensuring Annual General Meeting and being eligible offers himself for being re-appointment.

PERSONNEL:

There are no employees covered Under Section 197 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to this report.

INTERNAL CONTROL AND ITS ADEQUACY:

The company has adequate internal controls and processes in place with respect to its financial statements which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of Companies Act, 2013 is not applicable to our company. So company has not taken any initiatives for development and implementation of corporate social responsibility during the year.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Particulars with respect to Conservation of Energy as per Section 134 of the Companies Act, 2013 read with the (Disclosures of particulars the Report of Board of Directors) Rules, 1988 and forming part of the Directors.

AUDITORS:

M/s. Kantilal Manilal Shah & Co., (Chartered Accountants) Auditors, of the company retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

COST AUDITORS & COST AUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 148(3) of the Companies Act, 2013, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company. Not applicable.

SECRETARIAL AUDITORS:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Ajay Parikh & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the company for the financial year ended March 31,2015. The Secretarial Audit Report is annexed herewith as annexure. There are no qualifications, reservation or disclaimer made by the auditor in the report.

EXPLANATION OR COMMENTS BY THE BOARD FOR INTERNAL AUDITOR AND KEY MANAGERIAL PERSONNEL:

after the point name like Internal Auditor and key Managerial Personnel CFO/CS

The Board has clarified under section 138 of Companies Act, 2013 read with Rule 13 of The Companies (Accounts) rules, 2014 that the Company has qualified and strong management staff. Also, the company has very less turnover of approximate Rs. 9 crs for the year under review and paid up share capital is Rs. 4.48 crs. However, the Board will appoint Internal Auditor soon for the current financial year.

Key Managerial Personnel CFO/CS :

The Board has clarified under section 203(1)(iii) of Companies Act, 2013, they have already appointed senior person who has experience over 10 years in Finance and Accounts and the Board will file his appointment as a CFO very soon.

The Board has firmly assured under section 203(1)(ii) of Companies Act, 2013 that the Board of Directors are trying to appoint Company Secretary, but they could not find any suitable candidate for the same as the company is situated at remote area in between Unjha and Sidhpur highway. However, the Board will appoint Company Secretary for the current year soon.

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditor's Report for the Financial year ended 31st March, 2015 is annexed herewith for your kind perusal and information.

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the company with promoters, Directors or key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

The details of the transactions with Related Party are provided in the accompanying financial statements.

RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the company's businesses. Risk management is a structures approach to manage uncertainty. A formal enterprise wide approach to risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risk remain current and dynamic.

INSURANCE:

All the properties of the Company including Building, Plant & Machinery, Stock and Stores have been adequately insured.

CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended.

APPRECIATION:

Your Directors express their sincere thanks for the co-operation and assistance received from Dena Bank. Your Directors also express their gratitude to the investors, Employees, Agents, Dealers and Consumers of the Company for their valuable support and continued confidence report in the company.

By order of the Board

PLACE: Sidhpur Mayank S. Patel DATE: 28.05.2015 (CHAIRMAN CUM MD)


Mar 31, 2014

To the Members,

The directors have pleasure in presenting their Twentieth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The Working results of the Company are as under:

Rs in Lacs PARTICULARS 31.03.2014 31.03.2013

TURNOVER 663.32 498.21

OTHER INCOME 2.26 0.21

TOTAL INCOME 665.58 498.42

PROFIT BEFORE DEPRECATION AND 19.06 15.92

TAXATION LESS: DEPRECATION 6.33 6.79

PROFIT/LOSS BEFORE TAX 12.43 9.13

LESS: PROVISION FOR TAXATION nil NIL

PROFITFOR THE YEAR 12.43 9.13

BALANCE AS PER LAST BALANCE (456.46) (464.09) SHEET

TOTAL PROFIT/LOSS (445.85) (456.46)

BUSINESS OPERATIONS & PROSPECTS:

During theyear under reviewyour company has sales turnover of Rs. 6.63 Cr (in respect of its existing activities) with increase of 33.12% over the previous year.

DIVIDEND:

Your Directors do not propose any dividend on Equity Shares for the period ended 31 " March, 2014.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aseparate report of Management Discussion and Analysis is attached asa part of the Annual report.

MARKETING:

Your Company has continued manufacturing agreement with Reckit Benckiser India Ltd. For sales of Isabgol Husk based product ''FYBOGEb'', Nicolas Piramal India Ltd., for sales of ''FABOLITE'' & Apollo Hospitals Enterprise Ltd., for sales of ''LAXATIVE AP''. Your Company has also continued manufacturing agreement with Karnataka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on Loan Licence basis.

EXPORT:

During the period under review your company exported Rs. 1,84,48,427 (US$ 3,02,573). The Company continued its focus on development of Export Markets, for Albendazole Bolus and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the Management Discussion and Analysis Report are annexed to this report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

As required by Under Section 217 (2AA) of the Companies Act, 1956 your directors confirmed and state that:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.

3. 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 fraud and other irregularities.

4. The company has prepared the attach annual statement for the year ended 31st March, 2014 a going concern basis.

DEPOSITORY SYSTEM:

Trading in shares of your company has commenced in Dematerialized form in B2 group in terms of notification issued by Securities & Exchange Board of India (SEBI). Your Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares in Dematerialized form.

LISTING FEES:

Your Company has paid Listing Fee for the year 2014-15 at Bombay Stock Exchange Ltd. The Company has already completed the procedure for De-Listing of Share from Ahmedabad Stock Exchange Limited as per amended SEBI Guideline and awaiting approval the ASE.

INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORATE:

Shri Chandra kant V Modh will be retiring at the ensuring Annual General Meeting and being eligible offers himself for being re-appointment.

Shri Chetankumar O Thakker will be retiring at the ensuring Annual General Meeting and being eligible offers himself for being re-appointment.

Shri Jashodaben S. Patel has been appointed as Additional Director of the Company pursuant to provisions of Articles of Association of the Company. Shri Jashodaben Patel will hold the office upto the date of the forthcoming Annual General Meeting and being eligible, offers herself for being appointed as a Director of the Company, liable to retire by rotation.

As the independent directors are concerned, at the ensuing Annual General Meeting of the Company they would be appointed as the independent Directors for a term of four consecutive years commencing from the date of the said meeting.

PERSONNEL:

There are no employees covered Under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to this report.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Particulars with respect to Conservation of Energy as per Section 217 (2A) of the Companies Act, 1956 read with the (Disclosures of particulars the Report of Board of Directors) Rules, 1988 and forming part of the Directors.

AUDITORS:

M/s. Kantilal Manilal Shah & Co., (Chartered Accountants) Auditors, of the company retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

COSTAUDITORS & COSTAUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 233 of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company.

INSURANCE:

All the properties of the Company including Building, Plant & Machinery, Stock and Stores have been adequately insured.

CASH FLOWSTATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended.

APPRECIATION:

Your Directors express their sincere thanks for the co-operation and assistance received from Dena Bank. Your Directors also express their gratitude to the investors, Employees, Agents, Dealers and Consumers of the Company for their valuable support and continued confidence report in the company.

PLACE: Sidhpur by order of the board DATE : 29.05.2014 Mayank S. Patel (CHAIRMAN)


Mar 31, 2013

To the Members,

The directors have pleasure in presenting their Nineteenth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The Working results of the Company are as under: Rs |n Lacs

PARTICULARS 31.03.2013 31.03.2012

TURNOVER 498.21 590.60

OTHER INCOME 0,21 0.44

TOTAL INCOME 49.842 591.04

PROFIT BEFORE DEPRECATION ANP 15,92 14.98

TAXATION LESS: DEPRECATION 6.9 6.83

PROFIT/LOSS BEFORE TAX 9.3 8.15

I LESS: PROVISION FOR TAXATION NIL Nil

I PROFIT FOR THE YEAR 9.13 8.15

BALANCE AS PER LAST BALANCE (464.09) (468.12) SHEET

PROFIT/LOSS (456.46) (464.09)

BUSINESS OPERATIONS & PROSPECTS:

During the year under reviewyour company has sales turnover of Rs. 4.98 Crores (in respect of its existing activities) with Decrease of 15.74% overthe previous year.

DIVIDEND:

Your Directors do not propose any dividend on Equity Shares for the period ended 31" March, 2013 as there is no profit during the period.

MANAGEMENT DISCUSSION &ANALYSIS REPORT:

AseparatereportofManagementDiscussionandAnalysis is attached asapartof the annual report.

MARKETING:

Your Company has made manufacturing agreement with Reckit Benckiser India Ltd. forsales of Isabgol Husk based product ''FYBOGEL'', Abbott Health care Pvt Ltd., for sales of ''FABOLITE'' & Apollo Hospitals Enterprise Ltd., for sales of AP Satisabgol Your Company has also continued manufacturing agreement with Karnataka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on Loan Licence basis.

EXPORT:

During the period under review your company exported Rs. 2152831.00 (US $ 39,240). The Company continued its focus on development of Export Markets, for Albendazole Bolus and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the Management Discussion and Analysis Report are annexed to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required byUnderSection217(2AA) of the Companies Act,1956Yourdirectors confirmed and state that:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies ACT9 forsa feguarding theassets of the Company and forpreventing and detecting fraudando therir regularities.



DEPOSrTORY SYSTEM:

Securities ^ExchtnglBl^

(NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares in Dematerialized form.

LISTING FEES:

[INDUSTRIAL RELATIONS:

contributio DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 58Aof the Companies Act, 1956 and the

DIRECTORATE:

Shri Hasmukh C. Chavda retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re"aPP°lnt Shri Krutiben M. Patel has appointed as Additional Director w.e.f. 01.09.2012 and also thereafter appointed as the Executive

PERSONNEL:

EmployeesjfelSSS^ PARTICULARS OF CONSERVATION OF ENERGY ETC.:

(Disclosure^ AUDITORS:

INSURANCE:

All the properties of the Company including Building, Plant & Machinery, Stock and Stores have been adequately insured.

CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended. APPRECIATION:

Your Directors express their sincere thanks for the co-operation and assistance received from Dena Bank. Your Directors also express their gratitude to the investors, Employees, Agents, Dealers and Consumers of the Company for their valuable support and continued confidence report in the company.

PLACE: Sidhpur

DATE : 30.05 2013 BY ORDER OF THE BOARD

Mayank S. Patel

(CHAIRMAN)


Mar 31, 2012

The directors have pleasure in presenting their Eighteenth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The Working results of the Company are as under: Rs.in Lacs

PARTICULARS 31.03.2012 31.03.2011

TURNOVER 590.60 439.41

OTHER INCOME 0.44 1.91

TOTAL INCOME 591.04 441.32

PROFIT BEFORE DEPRECATION AND 14.98 19.40

TAXATION LESS: DEPRECATION 6.83 7.80

PROFIT/LOSS BEFORE TAX 8.15 11.60

LESS: PROVISION FOR TAXATION NIL Nil

PROFIT FOR THE YEAR 8.15 11.60

BALANCE AS PER LAST BALANCE (468.12) (456.52) SHEET

TOTAL PROFIT/LOSS (464.09) (468.12)

BUSINESS OPERATIONS & PROSPECTS:

During the year under review your company has sales turnover of Rs. 5.91 Crores (in respect of its existing activities) with increased of 34.6% over the previous year,

DIVIDEND:

Your Directors do not propose any dividend on Equity Shares for the period ended 31st March, 2012 as there is no profit during the period.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate report of Management Discussion and Analysis is attached as a part of the annual report.

MARKETING:

Your Company has made manufacturing agreement with Reckit Benckiser India Ltd. For sales of Isabgol Husk based product 'FYBOGEL', Nicolas Piramal India Ltd., for sales of 'FABOLITE' & Apollo Hospitals Enterprise Ltd., for sales of 'LAXATIVE AP'. Your Company has also continued manufacturing agreement with Kamataka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on Loan Licence basis.

EXPORT:

During the period under review your company exported Rs.55,43,966 (US $ 1,08,682). The Company continued its focus on development of Export Markets, for Albendazole Bolus and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the Management Discussion and Analysis Report are annexed to (his report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required by Under Section 217 (2AA) of the Companies Act, 1956 Your directors confirmed and state that:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.

3. 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 fraud and other irregularities.

4. The company has prepared the attach annual statement for the year ended 31st March, 2012 a going concern basis.

DEPOSITORY SYSTEM:

Trading in shares of your company has commenced in Dematerialized form in B2 group in terms of notification issued by Securities & Exchange Board of India (SEBI). Your company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares in Dematerialized form.

LISTING FEES:

Your Company has paid Listing Fee for the year 2012-13 at Bombay Stock Exchange Ltd. The Company has already completed the procedure for De-Listing of Share from Ahmedabad Stock Exchange Limited as per amended SEBI Guideline.

IINDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORATE:

Shri Chetan O. Thakker and Shri Chandrakant V. Modh retire by rotation at the ensuring Annual General Meeting and being eligible, offers themselves for re-appointment. The Board has deeply sorrowed for sad demise of our Chairman Late Shri Shambhubhai A. Patel on 19.01.2012.

PERSONNEL:

There are no employees covered Under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to this report.

PARTICULARS OF CONSERVATION OF ENERGYETC:

Particulars with respect to Conservation of Energy as per Section 217 (2A) of the Companies Act, 1956 read with the (Disclosures of particulars the Report of Board of Directors) Rules, 1988 and forming part of the Directors.

AUDITORS:

M/s. Kantilal Manilal Shah & Co., (Chartered Accountants) Auditors, of the company retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

INSURANCE:

All the properties of the Company including Building, Plants Machinery, Stock and Stores have been adequately insured. CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended.

APPRECIATION:

Your Directors express their sincere thanks for the co-operation and assistance received from Dena Bank. Your Directors also express their gratitude to the investors, Employees, Agents, Dealers and Consumers of the Company for their valuable support and continued confidence report in the company.

PLACE: Sidhpur BY ORDER OF THE BOARD

DATE : 31.05.2012 Mayank S. Patel

(CHAIRMAN & MD)


Mar 31, 2010

The directors have pleasure in presenting their Sixteenth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The Working results pf the Company are as under: R« in Lacs

PARTICULARS 31.03.2010 31.03.2009

TURNOVER 488.32 527.72

OTHER INCOM 1.82 2.04

TOTAL INCOME 490.14 529.74

PROFIT BEFORE DEPRECATION AND 2.28 31.63

TAXATION LESS: DEPRECATION 8 .40 10.69

PROFIT/LOSS BEFORE TAX (6.12) 20.94

LESS: PROVISION FOR TAXATION NIL NIL

PROFIT FOR THE YEA (6.12) 20.94

BALANCE AS PER LAST BALANCE (473.59) (494.53)

SHEET TOTAL PROFIT/LOSS (479.72) (473.59)

BUSINESS OPERATIONS & PROSPECTS:

During the year under review your company has sales turnover of Rs. 4.90 Crores (in respect of its existing activities) with decreased of 8 % over the previous year.

DIVIDEND:

Your Directors do not propose any dividend on Equity Shares for the period ended 31st March, 2010 as there is no profit during the period.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate report of Management Discussion and Analysis is attached as a part of the annual report.

MARKETING:

Your Company has made manufacturing agreement with Reckit Benckiser India Ltd. for sales of Isabgol Husk based product FYBOGEL, Nicolas Piramal India Ltd., for sales of FABOLITE & Apollo Hospitals Enterprise Ltd., for sales of LAXATIVE AP. Your Company has also continued manufacturing agreement with Karnataka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on Loan Licence basis.

EXPORT:

During the period under review your company exported Rs,71,08,443. The Company continued its focus on development of Export Markets, for Albendazole Bolus and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the Management Discussion and Analysis Report are annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Under Section 217 (2AA) of the Companies Act, 1956 Your directors confirmed and state that:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.

3. 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 fraud and other

irregularities.

4. The company has prepared the attach annual statement for the year ended 31"March, 2010 a going concern basis. DEPOSITORY SYSTEM:

Trading in shares of your company has commenced in Dematerialized form in B2 group in terms of notification issued by Securities &

Exchange Board of India (SEBI) Your company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares in Dematerialized form.

LISTING FEES:

Your Company has paid Listing Fee for the year 2010-11 at Bombay Stock Exchange Ltd. The Company has started the procedure for De-Listing of Share from Ahmedabad Stock Exchange Limited, Ahmedabad durir 7 the year under review as per SEBI guideline.

INDUSTRIAL RELATIONS:

Industrial relations remained cordiai throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

Shri Chetankumar O. Thakker and Shri Chandrakant V. Modh retire by rotation at the ensuring Annual General Meeting and being eligible, offers themselves for re-appointment.

PERSONNEL:

There are no employees covered Under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to this report.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Particulars with respect to Conservation of Energy as per Section 217 (2A) of the Companies Act, 1956 read with the (Disclosures of particulars the Report of Board of Directors) Rules, 1988 and forming part of the Directors.

AUDITORS:

M/s. Kantilal Manilal Shah & Co., (Chartered Accountants) Auditors, of the company retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

INSURANCE:

All the properties of the Company including Building, Plant & Machinery, Stock and Stores have been adequately insured.

CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended.

APPRECIATION:

Your Directors express their sincere thanks for the co-operation and assistance received from Dena Bank. Your Directors also express their gratitude to the investors, Employees, Agents, Dealers and Consumers of the Company for their valuable support and continued confidence report in the company.

PLACE: Sidhpur BY ORDER OF THE BOARD

DATE : 31.05.2010

CHAIRMAN