Directors Report of Zenith Healthcare Ltd.

Mar 31, 2015

To

The Members,

The Directors are pleased to present 21st Annual Report and the company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS:

The company's financial performance for the year ended March 31, 2015 is summarized below:

(Amount in Rs.)

Year ended on Year ended on Particulars 31st March 2015 31st March 2014

Total Revenue 36862903 33678762

Profit /(Loss) Before Depreciation 21776 (1715727)

Provision for Depreciation 3544523 2369974

Exceptional Items 5849 55554

Profit/(Loss) Before Tax (3516898) (4030147)

Provision for Tax - -

Net Profit/(Loss) after Tax (3516898) (4030147)

Add: Balance as per last Balance Sheet 6620272 9323637

Net Depreciation reversed 414491 -

Deffered Tax Assets / (Liability) 1099535 1326782

Net Profit/(Loss) carried to Balance Sheet 4617400 6620272

(1) YEAR UNDER REVIEW :

During the year under review Company has obtained WHOcGMP Certificate for General Section and startered their export activities and achieved revenue from operations to the tune of Rs. 36862903 against Rs. 33678762 in the previous year. The Profit/(Loss) before depreciation is Rs. 21776 for the current year against Loss of Rs. (1715727) of the previous year

Material Changes and Commitments:

There are 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 this report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Dividend

Due to loss, your Directors do not recommend any dividend on equity shares of the Company.

Conservation of energy, technology absorptions and foreign exchange earnings and outgo :

Information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this Report which is given as per annexure A to this report.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets, profit and third parties.

Risk Management

Your company has Risk Management Framework as approved by the Board of Directors which provides mechanism to identify, evaluate business risk and opportunities. The risk associated with the business of the Company, its root causes are reviewed and steps are taken to mitigate the same. The Audit Committee and Board of Directors also reviews the key risk associated with the business of the Company, the procedure adopted to assess the risk, efficacy and mitigation measures.

Internal Financial Control:

The Company has a good system of internal controls in all spheres of its activity. The internal control system is supplemented by effective internal audit being carried out by an external firm of Chartered Accountants. The Audit committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion / observation of the Auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control system adequate to the size of the Company exists.

Deposits:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the Companies Act, 2013.

Loans, Guarantee, Investments and Security

Particulars of loans, guarantee, investments and security are given in the Notes to accounts (Please refer to Note 10, 12 and 16 to financial statement).

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries, associates and joint ventures companies, no consolidated financial statements required to be given.

ISO 9001:2008 CERTIFICATION:

Your Directors have pleasure informing you that the company has got renewed ISO-9001: 2008 certification from the world renowned institution for its Pharma Division. Your Company is enjoying coveted and prestigious ISO 9001:2008 Status. Company has successfully met all the stringent and rigorous revaluation and surveillance measures.

Directors' Responsibility Statement:

Your Directors Statement and confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

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 and fair view of the state of affairs of the company at the end of financial year and of the profit and loss of the company for the year ended on that date.

iii) The directors had taken proper and sufficient care of 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;

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

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi) Tthe directors had devised proper systems to ensures compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance:

The amended Clause 49 of listing requirements on Corporate Governance is not applicable to the Company and hence nothing to report thereon.

Corporate Social Responsibilities:

As the Company's net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.

Related Parties Transactions

All related party transactions there were entered by the Company during the financial year were either on the arm's length basis or in the ordinary course of business and the same were not materially significant.

Further prior approval of Board of Directors has been taken for the business related transactions entered into with all related parties.

Moreover your Directors draw your attention to Note to the financial statement which sets out related party disclosures.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Atul M. Thakker, Non executive & Non independent director, (DIN 01157384) and Mr. Mahendra C. Raycha (DIN 00577647), Executive & Non independent director will retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Mittal Shah, has been appointed as Chief Financial Officer of the Company by the Board with effect from May 16, 2014.

Mr. Vishal Mehta, has been appointed as Company Secretary of the Company by the Board with effect from May 16, 2014.

Mr. Prashant Gupta, as Compliance Officer of the Company.

Mr. Ashwin M. Thakkar (DIN 01153319) has resigned as director w.e.f. 11/08/2014.

Pursuant to the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013, Mr. Gaurang Vora (DIN 01157447), Mr. Rajesh Thakkar (DIN 01597404), Mr. Tejas Thakkar (DIN 01157506), have been appointed as Independent directors by the shareholders in their 20th Annual General meeting held on September 26, 2014 for a period of five years. Mr. Mahendra C. Raycha has been re-appointed as Chairman & Managing Director of the Company w.e.f. April 1, 2015. Whereas the terms of appointment of Joint Managing Director- Mr. Akshit Raycha, has been changed subject to the approval of members so as to make him liable to retire by rotation.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors of the company as on 31st March, 2015 is as under:

Executive/ Sl. No. Name Designation Non Executive

1. Mr. Mahendra C. Raycha Chairman & Managing Director Executive

2. Mr. Akshit Raycha Joint Managing Director Executive

3. Mrs. Neela Raycha Non Independent Non Executive

4. Mr. Atul Thakkar Non Independent Non Executive

5. Mr. Gaurang Vora Independent Director Non Executive

6. Mr. Rajesh Thakkar Independent Director Non Executive

7. Mr. Tejas Thakkar Independent Director Non Executive

06 Board meetings were held during the year. The details of Board Meetings are given below:

Date of meeting No. of directors present

27/05/2014 7

12/08/2014 6

09/09/2014 7

12/11/2014 5

10/02/2015 6

30/03/2015 7

Audit Committee:

During the year the company has reconstituted its Audit Committee. The Composition of Committee is as under:

Sl. No. Name Designation Position in Committee

01 Mr. Gaurang Vora Independent Director Chairman

02 Mr. Rajesh Thakkar Independent Director Member

03 Mr. Atul Thakkar Director Member

- Mr. Rajesh Thakkar has been appointed as member of the Committee w.e.f. 01/10/2014.

- Mr. Akshit Raycha has resigned as member of the Committee w.e.f. 1.10.2014.

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013

Functions and Powers of Audit Committee:

The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including observation of the auditors and review of financial statement before their submission to the Board and discuss any related issue with internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter in relating to any terms specified in Section 177 or referred to it by the Board.

Responsibility of the Committee :

The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and investigation from time to time and may require submitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit report shall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

Nomination and Remuneration Committee:

During the year the Company has renamed and reconstituted its Remuneration Committee as the Nomination and Remuneration Committee:

The Composition of Committee is as under:

Sl. No. Name Designation Position in Committee

01 Mr. Tejas Thakkar Independent Director Chairman

02 Mr. Gaurang Vora Independent Director Member

03 Mr. Atul Thakkar Director Member

The Committee has been reconstituted in October, 2014 in terms of Section 178 of the Companies Act, 2013. The Committee shall have at least the following basic responsibilities:

- To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

- To formulate and review criteria that must be followed for determining qualification for determining qualifications, positive attributes and independence of director.

- To recommend the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees and to ensure compliance with the remuneration policy set forth by the Company.

- To propose to the Board the members that must form part of the Committee.

- To report on the systems and on the amount of the annual remuneration of directors and senior management.

The Remuneration Policy has been posted on the website of the Company.

Stakeholders Relationship Committee

The existing Investor Grievance Committee has been reconstituted and re-named as Stakeholders Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013. The Composition of the Committee is as under:

Sl. No. Name Designation Position in Committee

01 Mr. Tejas Thakkar Independent Director Chairman

02 Mr. Rajesh Thakkar Independent Director Member

03 Mr.Gaurang Vora Independent Director Member

04 Mr. Akshit Raycha Executive Director Member

- Mr. Akshit Raycha has been appointed as Member of the Committee w.e.f. 1.10.2014. Basic Responsibilities of the Committee:

- Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non receipt of annual report etc.

- Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

- Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.

- Providing guidance and making recommendation to improve service levels for investors.

Details of the Meeting and its attendance are given as under:

Audit Committee Nomination & Remuneration Stakeholders Relationship Committee Committee

No. of Meetings held

Attendance

Mr. Guarang Vora 4 1 2

Mr. Rajesh Thakkar 4 - 1

Mr. Tejash Takkar - 1 2

Mr. Atul Thakkar 2 1 -

Mr. Akshit Raycha - - 2

The Committee was reconstituted in October, 2014.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, 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 Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Various aspects of the Board's functioning were evaluated such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Declaration by Independent Directors:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 and under the Listing Agreement with the Stock Exchanges.

Extract of Annual Return:

Extract of the Annual Return of the Company in MGT-9 is enclosed herewith as an annexure B to this Report.

Remuneration to Directors:

The remuneration paid to Directors, Non Executive Directors and Independent Directors are disclosed in the Extract to the Annual Return i.e. MGT – 9 as Annexure B to the Board Report.

Vigil Mechanism/ Whistle Blower

Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

Share Capital & Employee Stock Option etc:

The paid up share Capital of the Company is Rs.537.39 Lacs. During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personal) Rules, 2014, M/s. Kamlesh M. Shah & Co., Company Secretaries, was appointed as the Secretarial Auditors of the Company to conduct the secretarial audit as per the provisions of the said Act for the FY 2014-15 (Apr-14 to Mar-15).

M/s. Kamlesh M. Shah & Co., Company Secretaries have carried out the Secretarial Audit of the Company for FY 2014-15 and the Report of Secretarial Auditors in Form MR-3, is annexed with this Report. With respect to the observation of the Secretarial Auditor, the Board replies hereunder:- 1. Appointment of Company Secretary has been made and necessary forms were filed except Form MR-1

Your directors respectfully submit that the Company has attempted to file form MR-1 but due to some technical problem of the Form, said was not being uploaded. The company had approached the MCA to get the problem solved and said forms will be filed soon.

Auditors and Auditors Report:

M/s. Jayesh R. Mor & Co., Chartered Accountants, Ahmedabad (FRN: 122056W) are the statutory auditors of the Company and there are no changes in the same and they are being eligible offers themselves for reappointment.

The Company has received a certificate from them about their eligibility for appointment as Statutory Auditors in accordance with Rule 4 of the Companies (Audit and Auditors) Rule, 2014 read with third provision of section 139(2) of the Companies Act, 2013.

Board recommends their reappointment for the FY 2015-16 at the ensuing Annual General Meeting.

There are no specific qualifications, reservation or adverse remark or disclaimer made by the statutory auditors in their auditor's report.

Particulars of Employees and Other Related disclosures:

The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacs p.a.

However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Secretarial Department at the Regd. Office of the Company.

General Shareholder Information

21st Annual General Meeting Venue ATMA Conference Hall, Ahmedabad Textile Mills Association, Ashram Road, Ahmedabad: 380009

Date September 28, 2015

Time 10 a.m

Book Closure From 16/09/2015 to 28/09/2015 (both days inclusive)

Registrar & Share Transfer Agent M/s. Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai: 400 072

Telephone No. [phone], 284470652 Fax No. [phone]

E-Mail ID - [email protected]

E voting Period 21/09/2015 (10.00 a.m) to 23/09/2015 (5.00 p.m)

Listing of Shares:

The Company's Equity Shares are at present listed at Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. There was no trading at Ahmedabad Stock Exchange. The Equity Shares of the Company are freely tradable on at BSEs and trading thereof have not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances of the various clauses of the Listing Agreement and SEBI Regulations from time to time. The Company has duly paid the annual Listing Fees of both the Stock Exchanges for and up to the financial year ending on 31.03.2015.

ISIN of the Company : INE812B01026

Share Transfer System

Share transfers are registered and returned within a period of 15 days from the date of receipt, provided documents are correct and valid in all respect. Thereby the average time taken in transfer of shares is 15 days. The depositories directly transfer the dematerialized shares to the beneficiaries.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties.

By Order of the Board

Place: Ahmedabad For, Zenith Healthcare Ltd

Date: 29/05/2015

Mahendra C. Raycha

Chairman & Managing Director

DIN 00577647

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the 20th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS

During the financial year 2013-2014 the financial operational results of the Company is as under :

(Amount in Rs.)

Particulars Year ended on Year ended on 31st March 2014 31st March 2013

Total Revenue 33678762 43311181

Profit/(Loss) Before Depreciation (1715727) (143226)

Provision for Depreciation 2369974 1717456

Exceptional Items 55554 1973328

Profit/(Loss) Before Tax (4030147) 112646

Provision for Tax - 58000

Net Profit/(Loss) after Tax (4030147) 54646

Add: Balance as per last Balance Sheet 9323637 9236733

Short Provision for Previous year - -

Deffered Tax Assets / (Liability) 1326782 (32258)

Net Profit/(Loss) carried to Balance Sheet 6620272 9323637

(1) YEAR UNDER REVIEW :

During the year under review, due to Government Price control order Company''s sales drastically down and achieved revenue from operations to the tune of Rs. 33678762 against Rs. 43311181 in the previous year. The Profit/(Loss) before depreciation is Rs. (1715727) for the current year against Rs. (143,246) of the previous year.

To fight with this situation management has started to get outsourcing productions of domestic Companies and already applied for WHO cGMP Certification-General Section, so near future Company can enter export market also.

(2) DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956, we hereby State :

(a) that in the preparation of the annual accounts the applicable accounting standards have been followed alongwith proper explanation relating to material departures, it any :

(b) that they 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 affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) that they 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 assests of the Company and for preventing and detecting fraud and irregularities;

(d) that they have prepared the annual accounts on a going concern basis.

(3) CORPORATE GOVERNANCE :

A report on the Corporate Governance alongwith a certificate from the auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement as also the management Discussion and Analysis Report are annexed to this Report.

(4) FIXED DEPOSIT :

The Company has neither invited nor accepted any fixed deposit from public during the year under review as defined under Section 58A of the Companies Act, 1956.

(5) DIVIDEND :

Due to amount of loss your Directors do not recommend any dividend for the year ended on 31st March,2014.

(6) DIRECTORS :

Mrs. Neela Raycha, Director of the Company retires by rotation as per provisions of the Act at this Annual General Meeting.However,being eligible offers themself for re-appointment, your Directors recommend to appoint them by passing resolutions. The Notice convening the Annual General Meeting includes the proposals for the re-appointment of the Directors and regularization of Independent Directors, And also pursuant to provisions of Section 149, 150 and 152 read with Schedule IV of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the listing agreement Mr. Gaurang Vora DIN No. 01157447, Mr. Rajesh Thakker DIN No. 01597404 and Mr. Tejas Thakker DIN No. 01157506 as on Independent Director of the Company be and is hereby appointed to hold office for 5 (five) years.

Brief resumes of the Directors proposed to be reappointed and regularized, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/membership/chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange have been provided as an annexure to the Notice convening the Annual General Meeting.

(7) PARTICULARS OF EMPLOYEES :

None of the employee falls within the limits prescribed under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules,1975 as amended.

(8) CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARINING & OUT GO :

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rules 2 of the Companies (Disclosure of particulars in the Reports of Board of Directors) Rules 1988, the particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange outgo/ earnings etc.are given in Annexure - A as a part of this Report.

(9) COST AUDITOR :

In terms of Cost Audit Order No. 52/26/CAB/2010 dated 06th November, 2012 issued by Ministry of Corporate Affairs (MCA), the Company is required to get its Cost Accounting Records audited by a Cost Accountant, as applicable to cost Accounting Records (Pharmaceutical Industry). Accordingly, the Board of Directors of the Company has ap-pointed M/s. Babulal M. Parihar & Co. (Registration Number 32049) as Cost Auditors of the Company to conduct the Cost Audit for the Financial Year 2014 - 2015.

Particulars of Cost Audit Report will be Submited by the Company is as follows.

Financial Year : 2013 - 2014

Due Date of Filling Cost Audit Report : 30th September, 2014

(10) SATUTORY AUDITORS :

M/s.Jayesh R.Mor & Co.Chartered Accountants,Ahmedabad,the retiring auditors hold office of the Auditors up to the date of this Annual General Meeting as per provisions of the Act.The Company has received a letter from the said auditors to the effect that their appointment shall be within the limits laid down under Section 224(1B) of the Companies Act. A resolution proposing their re-appointment as Statutory Auditors of the Company for the period from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting is required to be passed.Your Directors recommend to pass the said resolution.

(11) INTERNAL AUDITORS :

M/s. Nimesh M. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Internal Auditors of the Company. The Company has received a letter from the said Auditors to continue to act as Internal Auditors of the Company.

(12) AUDITORS OBSERVATION :

The Company had given Loans and Advances in the nature of loans to various corporate and non-corporate entities. The Board is of the opinion that the same will be recoverable and hence,no provision for the same as bad and doubtful are required in the books of accounts. However, notes to be Accounts to itself are clarificatory and self- explanatory in nature.

(13) INFORMATION PURSUANT TO STOCK EXCHANGE LISITING AGREEMENT :

The Company''s Equity Shares are at present listed and traded on Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has duly paid the annual Listing Fees of both the Stock Exchanges for and up to the financial year ending on 31.03.2015. The Equity Shares of the Company are freely tradeable on both the Stock Exchanges and trading their of have not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances of the various clauses of the Lisiting Agreement and SEBI Regulations from time to time.

(14) AUDIT COMMITTEE :

The Company has formed Audit Committee in compliance to Section 292A of the Companies Act,1956 and Clause 49 of the Listing Agreement. Details are separately given in Report on Corporate Governance.

(15) INSURANCE :

The Assests of your Company have been adequately insured.

(16) APPRECIATION :

Your Directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers, Customers, Suppliers, various Government Authorities and Clients. Your Directors sincerely appreciate the dedication & commitment of all employees, without which the continuing progress of the Company would not have been possible.

On Behalf of Board of Directors of Zenith Healthcare Limited

PLACE : AHMEDABAD (Mahendra C.Raycha) DATE : 27.05.2014 Chairman & Managing Director

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Mar 31, 2013

To, The Members of ZENITH HEALTHCARE LIMITED Dear Shareholders,

The Directors have pleasure in presenting herewith the 19th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

During the financial year 2012-2013 the financial operational results of the Company is as under :

(Amount in Rs.)

Particulars Year ended on Year ended on 31st March 2013 31st March 2012

Total Revenue 4,33,11,181 3,93,39,176

Profit Before Depreciation 18,30,102 17,40,954

Provision for Depreciation 17,17,456 15,25,570

Profit Before Tax 1,12,646 2,15,384

Provision for Tax 58,000 1,05,000

Net Profit after Tax 54,646 1,10,384

Add: Balance as per last Balance Sheet 92,36,733 91,24,554

Short Provision for Previous year - (32,169)

Defferred Tax Assets / (Liability) 32,258 33,964

Net Profit carried to Balance Sheet 93,23,637 92,36,733

(1) YEAR UNDER REVIEW :

During the year under review, eventhoguh there is keen competition in the market and various government restrictions, your Company has shown better performance compared to previous year, achieved Revenue from operations of Rs. 43311181 against Rs. 39339176 in the Previous year. The Profit before depreciation is Rs. 1830102 for the current year against Rs. 1740954 of the previous year. As Company has plan to Procure export orders in near future, hence the management has already put action plan to get WHO Certification in general medicine section which would enable to company to earn more revenue and net profit.

(2) DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956, we hereby State :

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, it any :

(b) that they 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 affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) that they 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 assists of the Company and for preventing and detecting fraud and irregularities;

(d) that they have prepared the annual accounts on a going concern basis.

(3) CORPORATE GOVERNANCE :

A report on the Corporate Governance along with a certificate from the auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement as also the management Discussion and Analysis Report are annexed to this Report.

(4) FIXED DEPOSIT :

The Company has neither invited nor accepted any fixed deposit from public during the year under review as defined under Section 58A of the Companies Act, 1956.

(5) DIVIDEND :

Due to small amount of profit ,your Directors do not recommend any dividend for the year ended on 31st March,2013.

(6) DIRECTORS :

Shri Tejas Thakker & Shri Ashwin Manubhai Thakker, Directors of the Company retires by rotation as per provisions of the Act at this Annual General Meeting. However, being eligible offers them self for re-appointment, your Directors recommend to appoint them by passing resolutions.

The Notice convening the Annual General Meeting includes the proposals for the re-appointment of the Directors.

Brief resumes of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/membership/chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange have been provided as an annexure to the Notice convening the Annual General Meeting.

(7) PARTICULARS OF EMPLOYEES :

None of the employee falls within the limits prescribed under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules,1975 as amended.

(8) CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARINING & OUT GO :

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rules 2 of the Companies (Disclosure of particulars in the Reports of Board of Directors) Rules 1988, the particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange outgo/ earnings etc.are given in Annexure - A as a part of this Report.

(9) COST AUDITOR :

In terms of Cost Audit Order No. 52/26/CAB/2010 dated 06th November, 2012 issued by Ministry of Corporate Affairs (MCA), the Company is required to get its Cost Accounting Records audited by a Cost Accountant, as applicable to cost Accounting Records (Pharmaceutical Industry). Accordingly, the Board of Directors of the Company has ap- pointed M/s. Babulal M. Parihar & Co. (Registration Number 32049) as Cost Auditors of the Company to conduct the Cost Audit for the Financial Year 2013 - 2014.

Particulars of Cost Audit Report Submitted by M/s. Babulal M. Parhar & Co. in respect of Financial Year 2011- 2012 is as follows.

Financial Year : 2011 - 2012

Due Date of Filling Cost Audit Report : 28th February, 2013 (Vide MCA General Circular No. 2/2013 dated 31st January, 2013) Date of Filling Cost Audit Report : 12th June, 2013

(10) SATUTORY AUDITORS :

M/s.Jayesh R.Mor & Co. Chartered Accountants, Ahmadabad, the retiring auditors hold office of the Auditors up to the date of this Annual General Meeting as per provisions of the Act. The Company has received a letter from the said auditors to the effect that their appointment shall be within the limits laid down under Section 224(1 B) of the Companies Act. A resolution proposing their re-appointment as Statutory Auditors of the Company for the period from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting is required to be passed. Your Directors recommend to pass the said resolution.

(11) INTERNAL AUDITORS :

M/s. Nimesh M. Shah & Co., Chartered Accountants, Ahmadabad ,were appointed as Internal Auditors of the Company. The Company has received a letter from the said Auditors to continue to act as Internal Auditors of the Company.

(12) AUDITORS OBSERVATION :

The Company had given Loans and Advances in the nature of loans to various corporate and non-corporate entities. The Board is of the opinion that the same will be recoverable and hence, no provision for the same as bad and doubtful are required in the books of accounts. However, notes to be Accounts to itself are clarificatory and self- explanatory in nature.

(13) INFORMATION PURSUANT TO STOCK EXCHANGE LISITING AGREEMENT :

The Company''s Equity Shares are at present listed and traded on Ahmadabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has duly paid the annual Listing Fees of both the Stock Exchanges for and up to the financial year ending on 31.03.2014. The Equity Shares of the Company are freely traceable on both the Stock Exchanges and trading their of have not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances of the various clauses of the Listing Agreement and SEBI Regulations from time to time.

(14) AUDIT COMMITTEE :

The Company has formed Audit Committee in compliance to Section 292A of the Companies Act,1956 and Clause 49 of the Listing Agreement. Details are separately given in Report on Corporate Governance.

(15) INSURANCE :

The Assests of your Company have been adequately insured.

(16) APPRECIATION :

Your Directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers, Customers, Suppliers, various Government Authorities and Clients. Your Directors sincerely appreciate the dedication & commitment of all employees, without which the continuing progress of the Company would not have been possible.

BY ORDER OF THE BOARD OF DIRECTORS

PLACE : AHMEDABAD PRITI MILAN SHAH

DATE : 25.05.2013 COMPANY SECRETARY

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Mar 31, 2012

To, The Members of ZENITH HEALTHCARE LIMITED

The Directors have pleasure in presenting herewith the 18th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL HIGHLIGHTS

During the financial year 2011 -2012 the financial operational results of the Company is as under :

(Amount in Rs.)

Particulars Year ended on Year ended on 31st March 2012 31st March 2011

Total Revenue 3,93,39,176 4,471,0,656

Profit Before Depreciation 17,40,954 55,20,730

Provision for Depreciation 15,25,570 16,06,898

Profit Before Tax 2,15,384 39,13,832

Provision for Tax 1,05,000 12,85,000

Net Profit after Tax 1,10,384 26,28,832

Add: Balance as per last Balance Sheet 91,24,554 64,93,554

Short Provision for Previous year (32,169) 34,439

Defferred Tax Assets / (Liability) 33,964 36,608

Net Profit carried to Balance Sheet 92,36,733 91,24,554

(1) YEAR UNDER REVIEW :

Inspite of keen competition, during the year under review, your Company has achieved sales of Rs. 39339176 against Rs. 44710656 in the Previous year. The Profit before depreciation is Rs. 1740954 for the current year against Rs.5520730 of the previous year.

(2) DIRECTORS' RESPONSIBILITY STATEMENT :

As required under section 217(2AA)of the companies Act 1956,we hereby state :

(a) that in the preparation of the annual accounts,the applicable accounting standards have been followed alongwith proper explanation relating to material departures, it any :

(b) that they have selected such 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 affairs of the Company at the end of the financial year and of the profit of the Company for that period :

(c) that they 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 assests of the Company and for preventing and detecting fraud and irregularities;

(d) that they have prepared the annual accounts on a going concern basis.

(3) CORPORATE GOVERNANCE :

A report on the Corporate Governance alongwith a certificate from the auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement as also the management Discussion and Analysis Report are annexed to this Report.

(4) FIXED DEPOSIT :

The Company has neither invited nor accepted any fixed deposit from public during the year under review as defined under Section 58A of the Companies Act, 1956.

(5) DIVIDEND :

Due to small amount of profit ,your Directors do not recommend any dividend for the year ended on 31st March,2012.

(6) DIRECTORS :

Shri Atul Manshukhbhai Thakker & Shri Rajesh Manubhai Thakker, Directors of the Company retires by rotation as per provisions of the Act at this Annual General Meeting. However,being eligible offers themself for re-appointment, your Directors recommend to appoint them by passing resolutions.

Approval of Shareholder is also being sought for the appointment of Mr. Akshit M. Raycha, Joint Managing Director, for a period of 5 years with effect from 1st April, 2012, which the Board recommends.

The Notice convening the Annual General Meeting includes the proposals for the appointment/re-appointment of the Directors.Brief resumes of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/membership/chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange have been provided as an annexure to the Notice convening the Annual General Meeting.

(7) PARTICULARS OF EMPLOYEES :

None of the employee falls within the limits prescriped under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules,1975 as amended.

(8) CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARINING & OUT GO :

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rules 2 of the Companies (Disclosure of particulars in the Reports of Board of Directors) Rules 1988, the particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange outgo/ earnings,etc.are given in Annexure - A as a part of this Report.

(9) SATUTORY AUDITORS:

M/s.Jayesh R.Mor & Co.Chartered Accountants, Ahmedabad, the retiring auditors hold office of the Auditors up to the date of this Annual General Meeting as per provisions of the Act. The Company has received a letter from the said auditors to the effect that their appointment shall be within the limits laid down under Section 224(1 B) of the Companies Act. A resolution proposing their re-appointment as Statutory Auditors of the Company for the period from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting is required to be passed. Your Directors recommend to pass the said resolution.

(10) INTERNAL AUDITORS :

M/s. Nimesh M. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Internal Auditors of the Company. The Company has received a letter from the said Auditors to continue to act as Internal Auditors of the Company.

(11) AUDITORS OBSERVATION :

The Company had given Loans and Advances in the nature of loans to various corporate and non-corporate entities. The Board is of the opinion that the same will be recoverable and hence, no provision for the same as bad and doubtful advance are required in the books of accounts. However, notes to be Accounts to itself are clarificatory and self-explanatory in nature.

(12) INFORMATION PURSUANT TO STOCK EXCHANGE LISITING AGREEMENT :

The Company's Equity Shares are at present listed and traded on Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has duly paid the annual Listing Fees of both the Stock Exchanges for and up to the financial year ending on 31.03.2013. The Equity Shares of the Company are freely tradeable on both the Stock Exchanges and trading their of have not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances of the various clauses of the Lisiting Agreement and SEBI Regulations from time to time.

(13) AUDIT COMMITTEE :

The Company has formed Audit Committee in compliance to Section 292A of the Companies Act,1956 and Clause 49 of the Listing Agreement. Details are separately given in Report on Corporate Governance.

(14) INSURANCE :

The Assests of your Company have been adequately insured.

(15) APPRECIATION :

Your Directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers, Customers, Suppliers, various Government Authorities and Clients. Your Directors sincerely appreciate the dedication & commitment of all employees, without which the continuing progress of the Company would not have been possible.

On Behalf of Board of Directors

of Zenith Healthcare Limited

PLACE : AHMEDABAD (Mahendra C.Raycha)

DATE : 13.08.2012 Chairman & Managing Director

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Mar 31, 2011

The Members, ZENITH HEALTHCARE LIMITED

Dear Shareholders,

The Directors have pleasure in presenting herewith the 17th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2011.

FINANCIAL HIGHLIGHTS

During the financial year 2010-2011, the financial operational results of the Company is as under :

(Amount in Rs.)

Particulars Year ended on Year ended on 31st March 2011 31st March 2010

Turnover Gross income 4,46,20,163 4,30,73,803

Profit Before Depreciation 55,20,728 48,57,995

Provision for Depreciation 16,06,898 17,83,493

Profit Before Tax 39,13,830 30,74,502

Provision for Tax 12,85,000 10,38,500

Net Profit after Tax 26,28,830 20,36,002

Add: Balance as per last Balance Sheet 64,93,555 43,38,749

Defferred Tax Assets / (Liability) 36,608 1,18,804

Net Profit carried to Balance Sheet 91,12,4554 64,93,555

(1) YEAR UNDER REVIEW :

Inspite of keen competition, during the year under review, your Company has achieved sales of Rs. 44620163 against Rs. 43073803 in the Previous year. The Profit before depreciation is Rs. 5520728 for the current year against Rs.4857995 of the previous year.The Company is improving their performance.

(2) DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors confirm:

(a) that in the preparation of the annual accounts,the applicable accounting standards have been followed & that no material departures have been made from the same;

(b) that they have selected such accounting policies and applied them consistently and made judgements and estimated 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 profit or loss of the Company for that period;

(c) that they 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 assests of the Company and for preventing and detecting fraud and irregularities;

(d) that they have prepared the annual accounts on a going concern basis.

(3) CORPORATE GOVERNANCE :

A report on the Corporate Governance alongwith a certificate from the auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement as also the management Discussion and Analysis Report are annexed to this Report.

(4) FIXED DEPOSIT :

The Company has neither invited nor accepted any fixed deposit from public during the year under review as defined under Section 58A of the Companies Act, 1956.

(5) DIVIDEND :

Due to small amount of profit ,your Directors do not recommend any dividend for the year ended on 31st March,2011.

(6) DIRECTORS :

Shri Tejash Thakker & Shri Gaurang Vora, Directors of the Company retires by rotation as per provisions of the Act at this Annual General Meeting.However,being eligible offers themself for re-appointment, your Directors recommend to appoint them by passing resolutions. _____

The Notice convening the Annual General Meeting includes the proposals for the appointment/re-appointment of the Directors.Brief resumes of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/membership/chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges have been provided as an annexure to the Notice convening the Annual General Meeting.

(7) PARTICULARS OF EMPLOYEES :

None of the employee falls within the limits prescriped under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules,1975 as amended.

(8) CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARINING & OUT GO :

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rules 2 of the Companies (Disclosure of particulars in the Reports of Board of Directors) Rules 1988, the particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange outgo/ earnings,etc.are given in Annexure - A as a part of this Report.

(9) SATUTORY AUDITORS:

M/s.Jayesh R.Mor & Co.,Chartered Accountants,Ahmedabad,the retiring auditors hold office of the Auditors up to the date of this Annual General Meeting as per provisions of the Act.The Company has received a letter from the said auditors to the effect that their appointment shall be within the limits laid down under Section 224(1B) of the Companies Act. A resolution proposing their re-appointment as Statutory Auditors of the Company for the period from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting is required to be passed.Your Directors recommend to pass the said resolution.

(10) INTERNAL AUDITORS :

M/s. Nimesh M. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Internal Auditors of the Company. The Company has received a letter from the said Auditors to continue to act as Internal Auditors of the Company.

(11) AUDITORS OBSERVATION :

The Company had given Loans and Advances in the nature of loans to various corporate and non-corporate entities. The Board is of the opinion that the same will be recoverable and hence,no provision for the same as bad and doubtful advances are required in the books of accounts. However, notes to be Accounts to itself are clarificatory and self-explanatory in nature.

(12) INFORMATION PURSUANT TO STOCK EXCHANGE LISITING AGREEMENT :

The Company's Equity Shares are at present listed and traded on Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has duly paid the annual Listing Fees of both the Stock Exchanges for and up to the financial year ending on 31.03.2012. The Equity Shares of the Company are freely tradeable on both the Stock Exchanges and trading their of have not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances of the various clauses of the Lisiting Agreement and SEBI Regulations from time to time.

(13) AUDIT COMMITTEE :

The Company has formed Audit Committee in compliance to Section 292A of the Companies Act,1956 and Clause 49 of the Listing Agreement. Details are separately given in Report on Corporate Governance.

(14) INSURANCE :

The Assests of your Company have been adequately insured.

(15) APPRECIATION :

Your Directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers, Customers, Suppliers, various Government Authorities and Clients. Your Directors sincerely appreciate the dedication & commitment of all employees, without which the continuing progress of the Company would not have been possible.

On Behalf of Board of Directors of Zenith Healthcare Limited

(Mahendra C. Raycha) Chairman & Managing Director

PLACE : AHMEDABAD DATE : 16.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting herewith the 16th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL HIGHLIGHTS

During the financial year 2009-2010, the financial operational results of the Company is as under :

(Amount in Rs.)

Particulars Year ended on Year ended on 31st March 2010 31st March 2009

Turnover Gross income 4,30,73,803 3,68,86,815

Profit Before Depreciation 48,57,995 24,22,723

Provision for Depreciation 17,83,493 21,00,129

Profit Before Tax 30,74,502 3,22,594

Provision for Tax 10,38,500 57,000

Fringe Benefit Tax Provision -- 51,500

Net Profit after Tax 20,36,002 2,14,094

Add: Balance as per last Balance Sheet 43,38,749 40,21,500

Defferred Tax Assets / (Liability) 1,18,804 1,03,155

Net Profit carried to Balance Sheet 64,93,555 43,38,749



(1) YEAR UNDER REVIEW:

Inspite of keen competition, during the year under review, your Company has achieved Sales of Rs,4,30,73,803 against Rs. 3,68,86,815 in the Previous year. The Profit before depreciation is Rs. 48,57,995 for the current year against Rs. 24,22,723 of the previous year. The Company is improving its performance.

(2) DIRECTORS RESPONSIBILITY STATEMENT :

The Directors confirm:

(a) that in the preparation of the annual accounts,the applicable accounting standards have been followed & that no material departures have been made from the same;

(b) that they have selected such accounting policies and applied them consistently and made judgements and estimated 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 profit or loss of the Company for that period;

(c) that they 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 assests of the Company and for preventing and detecting fraud and irregularities;

(d) that they have prepared the annual accounts on a going concern basis.

(3) CORPORATE GOVERNANCE:

A report on the Corporate Governance alongwith a certificate from the auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement as also the management Discussion and Analysis Report are annexed to this Report.

(4) FIXED DEPOSIT:

The Company has neither invited nor accepted any fixed deposit from public during the year under review as defined under Section 58A of the Companies Act, 1956.

(5) DIVIDEND:

Due to small amount of profit ,your Directors do not recommend any dividend for the year ended on 31st March,2010.

(6) DIRECTORS :

Shri Atul Thakker & Shri Ashwin Thakker, Directors of the Company retires by rotation as per provisions of the Act at this Annual General Meeting.However, being eligible offers themself for, re-appointment, your Directors recommend to appoint them by passing resolutions.

(7) PARTICULARS OF EMPLOYEES :

None of the employee falls within the limits prescriped under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975 as amended.

(8) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARINING & OUT GO:

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rules 2 of the Companies (Disclosure of particulars in the Reports of Board of Directors) Rules 1988, the particulars relating to conservation of Energy,.Technology Absorption, Foreign Exchange outgo/ earnings, etc. are given in Annexure - A as a part of this Report.

(9) SATUTORY AUDITORS:

M/s:Jayesh R.Mor & Co. Chartered Accountants, Ahmedabad. the retiring auditors hold office of the Auditors up to the date of this Annual General Meeting as per provisions of the Act. The Company has received a letter from the said auditors to the effect that their appointment shall be within the limits laid down under Section 224(1.B) of the Companies. Act. A resolution proposing their re-appointment as Statutory Auditors of the Company for the period from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting is required to be passed. Your Directors, recommend to pass the said resolution.

(10) INTERNAL AUDITORS :

M/s. Nimesh M. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Internal Auditors of the Company. The Company has received a letter from the said Auditors to continue to act as Internal Auditors of the Company.

(11) AUDITORS OBSERVATION:

The Company had given Loans and Advances in the nature of loans to various corporate and non-corporate entities. The Board is of the opinion that the same will be recoverable and hence. no provision for the same as bad and doubtful advance are required in the books of accounts. However, notes to be Accounts to itself are clarificatory and self-explanatory in nature.

(12) INFORMATION PURSUANT TO STOCK EXCHANGE LISITING AGREEMENT:

The Companys Equity Shares are at present listed and traded on Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has duly paid the annual Listing Fees of both the Stock Exchanges for and up to the financial year ending on 31.03.2011. The Equity Shares of the Company are freely tradeable on both the Stock Exchanges and trading their of have- not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances of the various clauses of the Lisiting Agreement and SEBI Regulations from time to time.

(13) AUDIT COMMITTEE :

The Company has formed Audit Committee in compliance to Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Details are separately given in Report on Corporate Governance.

(14) INSURANCE:

The Assests of your Company have been adequately insured

(15) APPRECIATION:

Your Directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers, Customers, Suppliers, various Government Authorities and Clients. Your Directors sincerely appreciate the dedication & commitment of all employees, without which the continuing progress of the Company would not have been possible.

On Behalf of Board of Directors

of Zenith Healthcare Limited

PLACE : AHMEDABAD (Mahendra C. Raycha)

DATE : 23.08.2010 Chairman & Managing Director