Notes to Accounts of Zyden Gentec Ltd.

Mar 31, 2014

1.1 Terms/Rights attached to Equity Shares

The Company has only one class of equity shares having a face value of Rs. 10/- per share. Each header of equity share is entitled to one vole per share.

The company declares and pays dividends in Indian rupees. The dividends proposed by the Board of Directors is subject to approval of shareholders in the annual general meeting. In the event of liquidation of the company, the Equity shareholders will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares field by the shareholders.

1.2 Details of shareholders holding more than 5% shares in the company:

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares. During the year 2012-13, company consolidated its Equity shares from Rs.1/- to Rs. 10/- each. Fractional shares arising out of this consolidation were given to a director to hold and sell the same in the market in trust on behalf of the company. Total fractional shares arising out of above exercise were consolidated into 147 shares of Rs.10/- each and were sold. Sale proceed of Rs. 6804.39/- (Net of expenses), is lying in the bank account of director.

2. Trade Payables

* The company has not received any Intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures regarding:

(a) Amount due and outstanding to suppliers as at the end of accounting year.

(b) Interest paid during the year

(c) Interest payable at the end of accounting year

(d) Interest accrued and unpaid at the end of the accounting year, have not been given.

The company Is making efforts to get the confirmations from the suppliers as regards their status under the act.

3. Contingent Liabilities

As at March, As at March, 2014 2013

ESI demand for ESI department for Hyderabad unit 210,000 210,000

4. Segment Reporting

The company is a one-segment company of manufacturing of Drug intermediaries. Hence, no further disclosures are required under AS- 17, other than those already provided in the financial statements.

5. Related Party Disclosure

(Disclosure as required by Accounting Standard (AS) 18 Related Party Disclosures)

a. List of Subsidiaries

Zyden Gentec Hong Kong Limited

b. Enterprises having same Key Management Personnel and/or their relatives as the reporting enterprise

Deepak Healthcare Private Limited Sharda Advisory Services Private Limited Ultimate Money Makers (India) Private Limited

c. Key Management Personnel

Shri Vinod Kumar Gupta, Chairman/Managing Director

Shri Venkata Kameshwararao Varanasi, Executive Director (retired w.e.f. 13.08.2013)

Niranjan Kumar Agrawal, Director

Manish Jatia, Whole Time Director (w.e.f. 26.03.2014)

6. Other Explanatory Information

a) Company has not provided interest on term loans and other facilities taken from Punjab National Bank, Kota from the date amounts were recalled by the bank. All the bank accounts have been declared NPA by the Bank. Management has initiated the process of settlement with Bank and accordingly has not provided any liability towards interest including penal interest expense as Company is hopeful that no liability other than that recorded in the books of accounts would arise

b) Company has not paid interest on cash credit account with State Bank of Hyderabad since August, 2011 and has asked the bank for one time settlement waiving interest and some part of principal amount of loan. Management is hopeful of favourable decision and as such sees no further liability and accordingly has not provided any liability towards interest including penal interest expense. Similar position is in case of SIDBI term loan.

c) Major Component of deferred tax liability is depreciation. In view of brought forward tosses & depreciation as well as current year''s losses, deferred tax liability has not been recognized considering absence of virtual certainty.

d) Previous year figures have been rearranged, recasted and regrouped wherever considered necessary.

e) Sundry debtors, loans and advances are subject to confirmation.

f) In the opinion of Board, ail the fixed assets and current assets, loans and advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

g) Considering the fact that Hyderabad unit was not in operation during the year, no depreciation is provided on building, plant and machinery and all other fixed assets installed at Hyderabad unit.

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Mar 31, 2013

1. Contingent Liability not provided for 31.3.2013 31.3.2012

a. Drug Control Administration has seized material worth Rs.20 lacs(approx.) which is included in inventory. The matter is under litigation with the concerned judicial - - authorities.

b. ESI 210000 210000

2. Company has not provided interest on term loans and other facilities taken from Punjab National Bank, Kota from the date amounts were recalled by the bank. Management has initiated the process of settlement with bank and as such is hopeful of no liability other than that recorded in the books of accounts.

3. Company has not paid interest on cash credit account with State Bank of Hyderabad since August,2011 and has asked the bank for one time settlement waiving interest and some part of principal amount of loan. Manangement is hopeful of favourable decision and as such sees no further liability and accordingly has not provided any liability towards interest including penal interest expense. Similar is the matter with SIDBI Term loan.

4. In the opinion of Board, all the fixed assets and current assets , loans and advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

5. Company is engaged in only single segment of manufacturing of Drug intermediates and single geographical location i.e India.

6. Major Component of deferred tax liability is depreciation. In view of brought forward losses & depreciation as well as current year''s losses, deferred tax asset (Net of deferred tax laibility) has not been recognized considering absence of virtual certainty.

7. Previous year figures have been rearranged, recasted and regrouped whereever considered necessary.

8. Sundry debtors, loans and advances are subject to confirmation.

9. Considering the fact that Hyderabad unit was not in operation during the year, no depreciation is provided on building and plant and machinery including equipments installed at Hyderabad unit.

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Mar 31, 2012

A. Terms / right attached to equity shares

The Company has only one class of equity shares having a face value of Rs.1/- per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian rupees . The dividends proposed by the Board of Directors is subject to approval of shareholders in the annual general meeting.

In the event of liquidation of the company, the Equity shareholders will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the Comany, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholdings represents both legal and beneficial ownership of shares.

31.3.2012 31.3.2011

1. Contingent Liability not provided for

a. LC,s/BG/Custom LUT Bond 0 1997268

b. Drug Control Administration has seized material worth Rs.20 lacs(approx.) which is included in inventory. The matter is under litigation with the concerned judicial authorities.

c. ESI 210000 210000

2. Company has not paid interest on cash credit account with State Bank of Hyderabad since August,2011 and has asked the bank for one time settlement waiving interest and some part of principal amount of loan. Management is hopeful of favourable decision and as such sees no further liability and accordingly has not provided any liability towards interest including penal interest expense.

Similar is the matter with SIDBI Term loan.

3. In the opinion of Board, all the fixed assets and current assets , loans and advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

4. Company is engaged in only single segment of manufacturing of Drug intermediates and single geographical location i.e India.

5. Major Component of deferred tax liability is depreciation. In view of unabsorbed losses and depreciation brought forward and for the year, deferred tax asset has been recognised to the extent of deferred tax liability and accordingly deferred tax liability has been written back.

6. Previous year figures have been rearranged, recasted and regrouped whereever considered necessary.

7. Sundry debtors, loans and advances are subject to confirmation.

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Mar 31, 2010

I RETIREMENT BENEFITS

a. PF and ESI are paid as per provisions of PF & ESI Acts with the authorities of the respective State.

b. Gratuity, being deferred contribution, is accounted for as and when paid.

c. Leave Encashment is accounted for on payment.

Amount: Rs

This Year Previous Year

1 Contingent Liabilities not provided for LCs/BG/Custom LUT Bond

a) LCs/BG/Custom LUT Bond 5,054,320 1,000,000

b) Income Tax demand disputed - 952,017

c) Drug Control Administration had seized material worth Rs. 20 Lacs (approx) which is included in the inventory. The matter is under litigation with the concerned Judicial Authorities.

2 Leave Encashment and Gratuity is so far accounted for on payment basis. In the opinion of mangement, quantum is not material and hence no provision is made.

3 In the opinion of the Board, all the fixed assets and current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

4. Previous years figures have been regrouped, rearranged or recasted wherever considered necessary.

5. Sundry Debtors and Loans & Advances are subject to confirmations.

6. The Company has followed accounting standard AS-27 Intangible Assets and the accounting policy has been described in point no. 5 above. No other details are required to be reported on the same.

7. Capital Reserve Rs 9,705,000/- (previous year Rs 8,000,000/-) represent the amount forfeited due to non-exercise of option of conversion by the allottees, before the due date.

8. Share Premium Rs 17,850,000/- (previous year Rs 11,550,000/-) represents the premium received on conversion of 850,000 (previous year 550,000) convertible warrants of Rs 31 /- each in to 850,000 (previous year 550,000) Equity Shares of Rs 10/ - each at a premioum of Rs 21 /- per share consequent upon exercise of option by the warrant holders.

9. As per information available with the company no amount was due to be paid to Micro and Small Enterprises.