Directors Report of Adline Chem Lab Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 37^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2025.

1. Financial Summary/Highlights of Performance of The Company

(Rs. In Lakhs)
Particulars	Year ended March 2025	Year ended March 2024
I. Total Revenue	24.89	0.01
II. Total Expenditure	45.46	30.29
III. Profit/(Loss) Before Exceptional Item and Tax (I-II)	(20.57)	(30.28)
IV. Profit (Loss) after exceptional items and before tax	(20.57)	(30.28)
V. Provision for Taxation	(8.44)	(3.10)
VI. Profit/(Loss) After Tax	(12.13)	(27.18)

2. Performance and State of Affairs of the Company:

During the year under review, the Company has incurred loss of Rs. 12.13 (Rs. In Lakhs) the Board of Directors of the Company is continuously making efforts for the growth of the Company.

3. Change In Nature Of Business:

There has been no change in the business of the Company during the financial year ended 31^st March, 2025.

4. Dividend:

The Company has not declared any dividend during the year.

5. Transfer To Reserve

Company has negative reserves of Rs. 788.50/- (Rs. In Lakhs) as compared to previous year i.e., negative Rs. 776.38/-(Rs. In Lakhs).

6. Share capital:

The Paid up share capital of the Company as on 31^st March, 2025 was Rs.5,85,00,000/- consisting of 58,50,000 Equity Shares of Rs. 10 each fully paid up as on 31^st March, 2025, the Company has not issued any shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

7. Material changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the End of the Financial Year of the Company to which the financial statements relate and the Date of the Report:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.

8. Performance and financial position of each of the subsidiaries, associates, and joint venture Companies:

As on 31^st March, 2025, Company doesn''t have any Subsidiary, Associates and Joint Venture Companies at the end of the year.

9. Deposits:

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. However, loan from directors/ Relative of Directors taken during the year are as follows:

Name of Director	Loan taken during the year	Loan remaining at the end of the year
Mr. Hemant Parikh	32,00,000	35,63,215
Mrs. Tarla Parikh	1,11,111	1,20,679

10. Disclosure regarding issue of Employee Stock Option:

Company has not issued any Employee Stock Option during the year.

11. Annual Return on website:

The Company is having website i.e. www.adlinechem.com and Annual Return of Company has been published on such website. Link of the same is given below: www.adlinechem.com

12. Disclosure regarding issue of Sweat Equity shares:

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

13. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is not applicable to the Company during the year.

14. Directors:A. Details of Appointment/resignation of Directors and Key Managerial Personnel:Details of the Directors of the company as on 31.03.2025 are as follows:

Sr. No.	Name of the Director			DIN		Designation
1.	Shivani Pathak			10481354		Director
2.	Hemant Amrish Parikh			00027820		Director
3.	Dhawal Akhilesh Deopura			09509762		Director
Changes in Directorship during the year:
Name of Director		DIN	Nature of change		Designation		Date
Dhawal Akhilesh Deopura		09509762	Appointment		Additional Director		11/12/2024
Chintan Umeshbhai Bhatt		09289 074	Appointment		Additional Director		13/11/2024
Chintan Umeshbhai Bhatt		09289074	Cessation		Additional Director		21/11/2024
Digesh Mansukhlal Deshaval		09218553	Cessation		Additional Director		23/08/2024
Hemant Amrish Parikh		00027820	Change in Designation		Director		27/09/2024
Shivani Pathak		10481354	Change in Designation		Director		27/09/2024
Dhawal Akhilesh Deopura		09509762	Change in Designation		Director		16/01/2025
Details o	the Key Managerial Personnel of the Company as on 31.03.2025 are as follows:
Sr. No.	Name of the Director			DIN/PAN		Designation
1.	Sarang Bharatbhai Pathak			02663344		Managing Director
2.	Kuldip Ashokkumar Parekh			BFDPP4709J		CFO

B. Statement on declaration given by independent directors under Section 149(6) Of the Act:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

C. Statement with regards to integrity, expertise and experience of independent directors:

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

D. Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

E. Policy on Director''s Appointment and Remuneration

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the Nomination and Remuneration Policy of the company.

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-A.

16. Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors. During this year, 6 (Six)meetings of the Board of Directors were held i.e., 23^rd May, 2024,15^th July, 2024, 24^th August, 2024, 13^th November, 2024, 11^th December, 2024, 04^th February, 2025.

The intervening gap between the Meetings was within the period prescribed under The Act and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015[LODR].

17. Details of establishment of vigil mechanism for directors and employees:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.adlinechem.com.

18. Particulars of loans given, guarantees given, investments made and securities provided:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

19. Managerial Remuneration

The information required pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1),5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is enclosed as Annexure-B which forms part of this report.

Further, there were no employee getting salary in excess of the limit as specified under the provisions of Section 197 (12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014.

The Nomination & Remuneration Policy are available on the Company''s website: www.adlinechem.com.

20. Particulars of contracts or arrangements with related parties

During the period under review, the Company has not entered into any contracts/arrangement/ transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 188 of the Companies Act, 2013 and Rule 8A of the Companies(Accounts) Rules, 2014. Hence, disclosure as required in Form AOC-2 is not attached with this report. Disclosures under Para A of Schedule V of Listing Regulations enclosed herewith as Annexure-C.

21. Auditors:• Statutory Auditors:

At the 34^thAnnual General Meeting (AGM) held on 16^th September, 2022, the present Auditors of the Company M/s. Deepak Soni& Associates, Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company for a period of 5 years i.e. for financial years 2022-23 to 2026-2027. They continue to hold office as Statutory Auditors till the conclusion of 39^thAGM to be held in the year 2027.

Further, M/s. Deepak Soni& Associates resigned as Statutory Auditor of the Company w.e.f 2^nd August, 2024 due to Unavoidable Circumstances.

Further, to fill the Casual Vacancy caused by the resignation of M/s. Deepak Soni& Associates hereby accorded to appoint, Jain Kedia and Sharma Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Companyfor F.Y 2024-2025 and for a period of 5 years i.e. for financial years 2024-25 to 2028-2029.

• Auditors'' Report:

The Statutory Auditor''s Report on the financial statement for the FY 2024-25 contains emphasis of matter which is self-explanatory. The remarks of the Auditors are self-explanatory and have been explained in Notes on Accounts.

• Secretarial Auditors:

The Board of Directors in their meeting held on 6^th June, 2025 has approved the appointment of M/s. Ishit Vyas & Co., Practicing Company Secretaries, as a Scrutinizer for the purpose of 37^th Annual General Meeting (AGM) and also approved the appointment of M/s. lshit Vyas &Co., Practicing Company Secretaries, Ahmedabad as the Secretarial Auditors of the Company for the period of five consecutive financial years that is from the conclusion of ensuing 37^th Annual General Meeting of the Company until the conclusion of 42^nd Annual General Meeting to carry out the secretarial audit from the financial year 2025-26 till 2029-30.

The Secretarial Audit Report for the financial year 2024-25, in Form MR-3 provided by M/s Jitendra Parmar & Associates, Practicing Company Secretary (Firm Registration No. S2023GJ903900, Membership No. F11336, COP No. 15863) does not contain any qualification, reservation or adverse remark except mentioned below and is annexed to this report as "Annexure-D".

During the financial year 2024-2025, no fraud was reported by the Secretarial Auditors of the Company in their Audit Report.

22. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of LODR forms part of this Report. It deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. enclosed as per Annexure-E.

23. Corporate Governance Report:

As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. At present, the Company is not required to comply with Corporate Governance regulations as none of the above referred limits have been triggered. The details of the same is enclosed as Annexure-F.

24. Risk management:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

25. Directors'' Responsibility Statement:

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors'' Responsibility Statement", and confirm that:

a. In preparation of annual accounts for the year ended 31^stMarch, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c. 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;

d. The Directors had prepared the annual accounts for the year ended 31^stMarch, 2025 on going concern basis.

e. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the company has complied with provisions of the same.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Directors Training & Familiarization:

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Engineering Industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

28. Audit Committee:

The Audit Committee of the Board consists of Two Independent and One Non-Executive NonIndependent Director. The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Company''s website.

The Audit Committee comprises of the following Members as on 31^st March, 2025:-

Name	Designation	Category
Mr. Dhawal Akhilesh Deopura	Chairman	Non-Executive, Independent Director
Mr. Digesh Deshaval	Chairman (Resigned w.e.f. 23/08/2024)	Non-Executive, Independent Director
Ms. Shivani Pathak	Member	Non-Executive, Independent Director
Mr. Parikh H. A.	Member	Non- Executive, Non- Independent

There were 6 (Six) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2024-2025, (i.e., 23^thMay, 2024, 15^thJuly, 2024, 24^th August, 2024, 13^th November, 2024, 11^th December, 2024 and 04^th February, 2025).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2024-2025, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

29. Nomination and Remuneration Committee:

In compliance with Section 178 of The Act, Your Company has in place a "Nomination and Remuneration Committee". The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors.

The Nomination and Remuneration Committee comprises of the following Members as on March 31^st, 2025:-

Name	Designation	Category
Mr. Digesh Deshaval	Member (Resigned w.e.f. 23/08/2024)	Non-Executive, Independent Director
Mr. Dhawal Akhilesh Deopura	Member	Non-Executive, Independent Director
Ms. Shivani Pathak	Chairman	Non-Executive, Independent Director
Mr. Parikh H. A.	Member	Non- Executive, Non- Independent

There was 4 (Four) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2024-25 i.e., on 15^th July, 2024, 24^thAugust, 2024, 13^th November, 2024, 11^th December, 2024.

30. Stakeholders'' Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Members during the Financial Year 2024-2025:-

Name	Designation	Category
Mr. Digesh Deshaval	Chairman (Resigned w.e.f. 23/08/2024)	Non-Executive, Independent Director
Mr. Dhawal Akhilesh Deopura	Chairman	Non-Executive, Independent Director
Ms. Shivani Pathak	Member	Non-Executive, Independent Director

Mr. Parikh H. A. Member Non- Executive, Non- Independent

During the Financial Year 2024-25, 1 (One) Meeting of the Stakeholders'' Relationship Committee was held, i.e., on 11^th December, 2024.

31. Independent Director Committee

Name__Designation__Category_

Mr. Digesh Deshaval Chairman (Resigned w.e.f. Non-Executive, Independent Director

__23/08/2024)__

Mr. Dhawal Akhilesh Deopura Chairman Non-Executive, Independent Director

Ms. Shivani Pathak Member Non-Executive, Independent Director

During the Financial Year 2024-25, 2 (two) Meeting of the Independent Director Committee was held, i.e., on 13^th November, 2024 and 11^th December, 2024.

32. Secretarial Standards

Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both Secretarial Standards.

33. Maintenance of cost records:

The Company is not require to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

34. No application/ proceeding under IBC:

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.

35. Difference in valuation:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

36. Acknowledgements:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

---

Mar 31, 2024

Your Directors have pleasure in presenting their 36^thAnnual Report on the business and operations of the
Company and the Audited Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

(Rs. In Thousands)

Particulars		Year ended	Year ended
I. Total Revenue		312.83	7,360.76
II.	Total Expenditure	1,771.83	6,251.32
III.	Profit/(Loss) Before Exceptional Item and Tax (I-II)	(1,459.00)	1,109.44
IV.	Profit (Loss) after exceptional items and before tax	(1,459.00)	(42,340.89)
V.	Provision for Taxation	6.84	-
VI.	Profit/(Loss) After Tax	(1,465.84)	(42,340.89)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has incurred loss of Rs. 14,65,840. The Board of Directors of
the Company is continuously making efforts for the growth of the Company.

3. TAKEOVER BY MR. HEMANT A. PARIKH:

During the year under review, Mr. Hemant A. Parikh (Acquirer) has acquired the shares of the Target
Company (Adline Chem Lab Limited) via open offer process and as approved by Securities & Exchange
Board of India dated October 16^th, 2023.

Shares of Existing promoters i.e., Kamlesh Jagdish Laskari HUF, Ranak Kamlesh Laskari, Rohan Kamlesh
Laskari, and Sohan Kamlesh Laskari have transferred their shares via Share Purchase Agreement dated
May 17^th, 2023 to Mr. Hemant A. Parikh.

4. CHANGE IN NATURE OF BUSINESS:

Except change in management pertaining to Takeover via open offer, no changes have taken place in
nature of business of the Company.

5. DIVIDEND:

The Company has not declared any dividend during the year.

6. TRANSFER TO RESERVE:

Company has negative reserves of Rs. 7,56,40,660/-as compare to previous year i.e., negative Rs.
7,41,74,830/-.

7. SHARE CAPITAL:

The .Paid up share capital of the Company as on 31^st March, 2024 was Rs. 5,85,00,000 consisting of
58,50,000 Equity Shares of Rs. 10 each fully paid up. As on 31^st March, 2024, the Company has not
issued any shares with differential voting rights nor granted stock options nor do sweat equity and
none of the Directors of the Company hold any convertible instruments.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Shares of Existing promoters i.e., Kamlesh Jagdish Laskari HUF, Ranak Kamlesh Laskari, Rohan Kamlesh
Laskari, and Sohan Kamlesh Laskari which comprises of 24.7% stake have transferred their shares via
Share Purchase Agreement dated May 17^th, 2023 to Mr. Hemant A. Parikh.

During the year under review, Mr. Hemant A. Parikh (Acquirer) has acquired the shares of the Target
Company (Adline Chem Lab Limited) via open offer process and as approved by Securities & Exchange
Board of India dated October 16th, 2023.

The management of the Company has changed after the Takeover as mentioned above. The new
management has been appointed. The details for the same is mentioned under "Point 16 Directors".

9. Performance and financial position of each of the subsidiaries, associates, and joint venture
Companies

No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the Company
during the year.

10. Deposits

The Company has neither accepted nor renewed any deposit within the meaning of the Companies
(Acceptance of Deposits) Rules, 2014.

11. Disclosure regarding issue of Employee Stock Option:

Company has not issued any Employee Stock Option during the year.

12. Annual Return on website

Draft of Annual Return as on 31^stMarch, 2024 in Form MGT-7 is available on the website of the
Company www.adlinechem.com.

13. Disclosure regarding issue of Sweat Equity shares

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of
the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

14. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is not applicable to the Company during the year.

15. Directors:

A. Details of Appointment/resignation of Directors and Key Managerial Personnel

Mr. Hemant A. Parikh (Acquirer) has acquired the shares of the Target Company (Adline Chem Lab
Limited) via open offer process and as approved by Securities & Exchange Board of India dated
October 16^th, 2023.

Shares of Existing promoters i.e., Kamlesh Jagdish Laskari HUF, Ranak Kamlesh Laskari, Rohan
Kamlesh Laskari, and Sohan Kamlesh Laskari have transferred their shares via Share Purchase
Agreement dated May 17th, 2023 to Mr. Hemant A. Parikh.

Sr.No.	Name of Director	Designation	Effective date of Resignation
1.	Mr. Kamlesh Jagdish Laskari	Managing Director	Resigned w.e.f 28-02-2024
2.	Ms. Devarshi Patel	Non-Executive Independent Director	Resigned w.e.f 03-02-2024
3.	Mr. Mahendrakumar Shah	Non-Executive Independent Director	Resigned w.e.f 03-02-2024
4.	Mr. RanakLaskari	Director	Resigned w.e.f 03-02-2024
5.	Mr. SohanLaskari	Chief Financial Officer	Resigned w.e.f 03-02-2024
6.	Ms. Bhavasthi Mehta	Company Secretary	Resigned w.e.f 01-8-2023

The new management has been appointed on the Board of Adline Chem Lab Limited as described below:

Sr.	Name of Director	DIN/PAN	Designation	New management appointment dates
1.	*Mr. Pathak S. B.	02663344	Managing Director	05-04-2024
2.	**Mr. Parikh H. A.	00027820	Additional Non¬ Executive & Non¬ Independent Director	03-02-2024
3.	***Mr. Deshaval D. M.	09218553	Additional Non¬ Executive Independent Director	03-02-2024
4.	***Ms. Shivani Pathak	10481354	Additional Non¬ Executive Independent Director	03-02-2024
5.	Mr. Vikas Patel	CBCPP9728D	Chief Financial Officer	Appointed on 03-02¬ 2024 & Resigned w.e.f 05-03-2024
6.	Mr. Kuldip Parekh	BFDPP4709J	Chief Financial Officer (CFO)	Appointed w.e.f05- 03-2024
7.	Mrs. Ritu Singh	BMMPS8060F	Company Secretary (CS)	Appointed w.e.f03- 02-2024

*Mr. Pathak S. B. (DIN: 02663344) is appointed as a Managing Director on the Board of Directors
of the Company with effect from 5th March, 2024 to hold the office until ensuing General
Meeting. Mr. Pathak is recommended to Membersat ensuing Annual General Meeting to be
appointed as Managing Director for a period of 5 years w.e.f 5^th March 2024 to 4^th March, 2029.

**Mr. Hemant Parikh (DIN: 00027820) was appointed as an Additional Director to hold office upto
Annual General Meeting to be held on 27^th September, 2024. The Company on receipt of Notice
under Rule 13 of Companies (Appointment and Qualifications of Directors) Rules, 2014 proposing
his candidature for the office of Non-Executive Director at the ensuing AGM and subject to
receipt of approval of the Members in the ensuing AGM and on recommendation of Nomination
& Remuneration Committee has accorded its consent to appoint Mr Hemant Parikh as Non¬
Executive Director whose office liable to retire by rotation.

***In accordance with the provisions of the Companies Act, 2013, Mr. Hemant Parikh (DIN:
00027820)designated as the Non-Executive Director of the Company was liable to retire
byrotation at the 11thAnnual General Meeting and shall be reappointed subject to the approval

ofmembers at ensuing Annual General Meeting. (Details of Directors Seeking Appointment / Re¬
Appointment at the forthcoming Annual General Meeting is presented under Annexure-A)

***Ms. Shivani Pathak (DIN: 10481354)&Mr. Deshaval D. M.(DIN: 09218553)was appointed as an
AdditionalDirector to hold office upto next Annual General Meeting in capacity of Non-Executive
Independent Director w.e.f. 3^rd February, 2024 for the period of five years subject to approval of
members. Requisites resolutions are being proposed for your approval at ensuing Annual General
Meeting. Requisites resolutions are being proposed for members'' approval at ensuing Annual
General Meeting.

B. Statement on declaration given by independent directors under Section 149(6) Of the Act

The Board of Directors hereby declares that all the independent directors duly appointed by the
Company have given the declaration and they meet the criteria of independence as provided
under Section 149(6) of the Act.

C. Statement with regards to integrity, expertise and experience of independent directors

Your Directors are of the opinion that the Independent Directors of the Company are of high
integrity and suitable expertise as well as experience (including proficiency)

D. Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc. The performance of the committees was
evaluated by the Board after seeking inputs from the committee members on the basis of criteria
such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent
directors, performance of non-independent Directors, the Board as a whole and Chairman of the
Company was evaluated, taking into account the views of executive directors and non-executive
directors.

Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

E. Policy on Director''s Appointment and Remuneration

The Company has a Nomination and Remuneration Committee. The Committee reviews and
recommend to the Board of Directors about remuneration for Directors and Key Managerial
Personnel and other employee up to one level below of Key Managerial Personnel. The Company
does not pay any remuneration to the Non-Executive Directors of the Company other than sitting
fee for attending the Meetings of the Board of Directors and Committees of the Board.

The Company has devised the Nomination and Remuneration Policy for the appointment, re¬
appointment and remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel. All the appointment, re-appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel are as per the Nomination and Remuneration
Policy of the company.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are
attached herewith as Annexure-B.

17. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During this year, 8
(Eight)meetings were held i.e., 30^th May, 2023, 18^th July, 2023, 14^th August, 2023, 8^th November, 2023,
25^th January, 2024, 31^st January, 2024 and 3^rd February, 2024 and 5^th March, 2024.

The intervening gap between the Meetings was within the period prescribed under The Act and The
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015[LODR].

18. Details of establishment of vigil mechanism for directors and employees

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The
policy enables the employees to report to the management instances of unethical behaviour, actual or
suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower
who avails of such mechanism and also provides for direct access to the Chairman of the Audit
Committee, in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the
Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company www.adlinechem.com.

19. Particulars of loans given, guarantees given, investments made and securities provided

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

20. Managerial Remuneration

Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
as below:

Sr.No.	Name of Managerial Personnel	Remuneration for F.Y. 2023¬ 24 (In Rupees)	Parameters	Median of Employees Remuneration (in lakhs)
1.	Sohan Laskari, CFO (Resigned w.e.f 03.02.2024)	1,60,500		1.00
2.	Kuldip Parekh, CFO (Appointed w.e.f 5th March, 2024)	50,000		1.00
3.	Bhavasthi Mehta, CS (Resigned w.e.f 01.08.2023)	1,60,000		1.00
4.	Ritu Singh, CS (Appointed w.e.f 03.02.2024)	30,000		1.00

The Board of Directors has framed a remuneration policy that assures the level and composition of
remuneration is reasonable, sufficient to enhance the quality required to run the company
successfully. All Board Members and Managerial Personnel have affirmed time to time implementation
of the said remuneration policy.

The Nomination & Remuneration Policy are available on the Company''s website:
www.adlinechem.com/

21. Particulars of contracts or arrangements with related parties

During the period under review, the Company has not entered into any contracts/arrangement/
transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section
188 of the Companies Act, 2013 and Rule 8A of the Companies(Accounts) Rules, 2014. Hence,
disclosure as required in Form AOC-2 is not attached with this report.Disclosures under Para A of
Schedule V of Listing Regulations enclosed herewith as Annexure-C.

22. Auditors

• Statutory Auditors

At the 34^thAnnual General Meeting (AGM) held on 16^th September, 2022, the present Auditors of the
Company M/s. Deepak Soni & Associates, Chartered Accountants, Ahmedabad, were appointed as
Statutory Auditors of the Company for a period of 5 years i.e. for financial years 2022-23 to 2026-
2027.They continue to hold office as Statutory Auditors till the conclusion of 39" AGM to be held in the
year 2027.

Further, M/s. Deepak Soni & Associates resigned as Statutory Auditor of the Company w.e.f 2^nd August,
2024 due to Unavoidable Circumstances.

Auditors'' Report

The Statutory Auditor''s Report on the financial statement for the FY 2023-24 contains emphasis of
matter which is self-explanatory. The remarks of the Auditors are self-explanatory and have been
explained in Notes on Accounts.

• Secretarial Auditors

The Board of Directors has approved the appointment of M/s. Kashyap Mehta & Associates, Practising
Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company for the Financial Year 2023¬
24.

Due to takeover, the new management of the company has decided to approve appointment of M/s.
Gaurav Bachani & Associates, Company Secretaries (Membership no. A61110), Ahmedabad as
Secretarial Auditors at their meeting held on 3^rd February, 2024 for conducting the Secretarial Audit of
the Company for the financial year 2023-24.

Due to pre-occupation of M/s Gaurav Bachani & Associates (Mem No: A61110), the Company in its
Board Meeting held on 15^th July, 2024 has appointed M/s Jay Pandya & Associates, Company Secretary
(Firm Reg No: S2024GJ963300) as Secretarial Auditor of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the financial year 2023-24, in Form MR-3, does not contain any
qualification, reservation or adverse remark except mentioned below and is annexed to this report as
"Annexure-D".

During the financial year 2023-24, no fraud was reported by the Secretarial Auditors of the Company in
their Audit Report.

23. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of LODR
forms part of this Report. It deals with the Business Operations and Financial Performance, Research &
Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety &
Environment, Human Resource Development, etc. enclosed as per Annexure-E.

24. Corporate Governance Report

As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate governance
provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46
and para-C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up equity
share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as
on the last day of the previous financial year. At present, the Company is not required to comply with
Corporate Governance regulations as none of the above referred limits have been triggered. The
details of the same is enclosed as Annexure-F.

25. Risk management

The Company is aware of the risks associated with the business. It regularly analyses and takes
corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective management
control. The Audit Committee also reviews the adequacy of the risk management framework of the
Company, the key risks associated with the business and measure and steps in place to minimize the
same.

26. Directors'' Responsibility Statement

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors
subscribe to the "Directors'' Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31^stMarch, 2024, the applicable accounting
standards have been followed and that no material departures have been made from the same;

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

c) 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;

d) The Directors had prepared the annual accounts for the year ended 31^stMarch, 2024 on going
concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the company has complied with
provisions of the same.

There were no incidences of sexual harassment reported during the year under review, in terms of the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

28. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the
activities of the Company, its operations and issues faced by the Engineering Industry. Considering the
long association of the Directors with the Company and their seniority and expertise in their respective
areas of specialization and knowledge of the engineering industry, their training and familiarization
were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015

• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015

29. Audit Committee

The Audit Committee of the Board consists of Two Independent and One Non-Executive Non¬
Independent Director. The composition, role, terms of reference as well as power of the Audit
Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act
and Rules framed thereunder.

The details of all related party transactions are placed periodically before the Audit Committee. All the
recommendations made by the Audit Committee were accepted by the Board. The Company has in
place a Vigil Mechanism; details of which are available on the Company''s website.

The Audit Committee comprises of the following Members as on March 31, 2024:-

Name	Designation	Category
Mr. DigeshDeshaval	Chairman	Non-Executive, Independent Director
Ms. Shivani Pathak	Member	Non-Executive, Independent Director
Mr. Parikh H. A.	Member	Non- Executive, Non- Independent

There were 7 (Seven) Meetings of the Audit Committee of the Board of Directors held during the
Financial Year 2023-24, (i.e.,30^th May, 2023, 18^th July, 2023, 14^thAugust, 2023, 8^th November, 2023, 25^th
January, 2024, 3^rd February, 2024 and 5^th March, 2024).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.
The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit
Committee has made observations and recommendations to the Board of Directors, which have been
noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of
Directors were accepted by the Board and there were no instances where the recommendations were
not accepted.

30. Nomination and Remuneration Committee

In compliance with Section 178 of The Act, Your Company has in place a "Nomination and
Remuneration Committee". The powers, role and terms of reference of the Nomination and

Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section
178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred
by the Board of Directors.

The Nomination and Remuneration Committee comprises of the following Members as on March 31^st,
2024:-

Name	Designation	Category
Mr. DigeshDeshaval	Member	Non-Executive, Independent Director
Ms. Shivani Pathak	Chairperson	Non-Executive, Independent Director
Mr. Parikh H. A.	Member	Non- Executive, Non- Independent

There was 7 (Seven) Meetings of the Nomination and Remuneration Committee of the Board of
Directors held during the Financial Year 2023-24 i.e., on 30^th May, 2023, 18^th July, 2023, 14^th August,
2023, 30^th November, 2023, 25^th January, 2024, 3^rd February, 2024 and 5^th March, 2024.

31. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a
Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Members
during the Financial Year 2023-24:-

Name	Designation	Category
Mr. DigeshDeshaval	Chairperson	Non-Executive, Independent Director
Ms. Shivani Pathak	Member	Non-Executive, Independent Director
Mr. Parikh H. A.	Member	Non- Executive, Non- Independent

During the Financial Year 2023-24, 4 (Four) Meeting of the Stakeholders'' Relationship Committee was
held,i.e.,on 7^th April, 2023, 6^th July, 2023, 13^th October, 2023, and 6^th January, 2024

37 InrlpnpnHpnt fiirprtnr rnmmittPP

Name	Designation	Category
Mr. DigeshDeshaval	Chairperson	Non-Executive, Independent Director
Ms. Shivani Pathak	Member	Non-Executive, Independent Director

During the Financial Year 2023-24, 2 (two) Meeting of the Independent Director Committee was held,
i.e., on 18^th July, 2023 and 3^rd February, 2024.

33. Secretarial Standards

Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2) are applicable to
the Company. The Company has complied with the provisions of both Secretarial Standards.

34. No application/ proceeding under IBC

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 (IBC) during the year under review and accordingly the Company has no information to
offer in this regard.

35. Acknowledgements

Your Directors wish to place on record sincere appreciation for the support and co-operation received
from various Central and State Government Departments, organizations and agencies. Your Directors
also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers,

vendors, banks and other business partners for excellent support received from them during the
Financial Year under review. Your Directors also express their warm appreciation to all the employees
of the Company for their unstinted commitment and continued contribution to the growth of your
Company.

Place: Ahmedabad For and on behalf of the Board

Date: 24/08/2024 For, Adline Chem Lab Limited

(Formerly known as Kamron Laboratories Limited)

Sd/- Sd/-

Pathak S. B. Parikh H. A.

Managing Director Director

DIN: 02663344 DIN: 00027820

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Mar 31, 2015

Dear Shareholders,

The Directors present the 27th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014-15 ended 31st March, 2015.

(Rs. in lacs) 1. FINANCIAL RESULTS :

Particulars 2014-15 2013-14

Profit before Interest, Depreciation & Taxation 102.36 103.72

Less: Interest 47.94 56.63

Profit Before Depreciation & Taxation 54.42 47.09

Less: Depreciation 51.08 45.96

Profit before tax 3.34 1.13

Less: Provision for Taxtion 1.10 0.35

Profit after Tax 2.24 0.78

Add: Opening Balance of Profit & Loss Account 87.62 86.84 Balance carried to Balance Sheet 89.86 87.62

2. DIVIDEND :

In view of insufficient profits and with a view to conserve the resources for the working capital requirement, the Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS :

The Sales and Operating Income of the Company during the year under review have been increased to Rs.1543 lacs compared to Rs. 1346 lacs during 2013-14. The Company has commenced vigorous efforts to increase sales in domestic as well as export markets. The management is hopeful of better results in the year 2015-16.

The Company earned Profit before Interest, Depreciation & Taxation of Rs.102.36 lacs during the year under review compared to Rs. 103.72 lacs during 2013-14. The Profit before Depreciation & Taxation for the year was Rs.54.42 lacs during the year under review compared to Rs. 47.09 lacs during 2013-14. The Net Profit during the year under review was Rs.2.24 lacs compared to Net Profit of Rs.0.78 lacs during 2013-14.

4. FINANCE:

The Company is enjoying Working Capital facilities, Corporate Loan/ Term Loan facilities from Bank of Baroda. The Company is regular in payment of interest and principal.

5. DIRECTORS :

5.1 One of your Directors viz. Mr. Rohan K. Laskari (DIN: 03382316) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment

5.2 Dr. Atul N. Parikh and Dr. Haresh S. Parikh resigned from the office of the Director w.e.f. 27th December, 2014.

5.3 Mr. Devarshi D. Patel, being Independent Director, is being appointed for a term of 5 years as per the provisions of the Companies Act, 2013.

5.4 The Board of Directors duly met 7 times during the financial year under review.

5.5 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

5.6 The performance evaluation of the Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 30th March, 2015.

5.7 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 being end of the financial year 2014-15 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that 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 were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. MANAGERIAL REMUNERATION:

6.1 REMUNERATION OF DIRECTORS:

Sr. Name of the Director Remuneration % Parameters No. & Designation for the year increase 2014-15 over last year

1. Kamlesh J. Laskari, 19,31,600 - Managing Director Higher resposibility

2. Rohan K. Laskari, 7,21,980 29 and time Executive Director involvement

3. Sohan K. Laskari, 7,21,980 34 Executive Director

Name of the Directors Median Ratio Commission & Designation of received Employees from Remuneration Holding/ Subsidiary

Kamlesh J. Laskari, Managing Director 142500 14 - Rohan K. Laskari, Executive Director 142500 5 -

Sohan K. Laskari, Executive Director 142500 5 -

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficientto attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

6.2 MARKET CAPITALISATION:

As there is no trading in the Equity Shares of the Company, no information has been submitted. The Net worth as on 31st March, 2015 is Rs. 693.00 Lacs compared to Rs. 690.76 Lacs as on 31st March, 2014.

7. KEY MANAGERIAL PERSONNEL:

7.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. Name of the Director & KMP Designation Percentage Increase No (If any)

1. Kamlesh J. Laskari Managing Director N.A.

2. Rohan K. Laskari Executive Director 29

3. Sohan K. Laskari Executive Director 34

4. Harshad M. Nasit# CFO NA

# Appointed during the financial year 2014-15 hence, there is no comparison.

7.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

8. PERSONNEL AND H. R. D.:

8.1 The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company are 45. The relationship between average increase in remuneration and Company's performance is as per the appropriate performance benchmarks and reflects short and longterm performance objectives appropriate to the working of the Company and its goals.

8.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

9. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

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

The information required under Section 134(3)(m)ofthe Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms partof this report and is given by way of Annexure- A.

11. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement andthe Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA)form part of this Annual Report. Acertificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

12. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and is in the process of updating website of the Company.

13. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

14. LISTING:

The Equity Shares of the Company are listed on BSE Limited, Ahmedabad Stock Exchange Limited and Delhi Stock Exchange Limited. The Company is generally regular in payment of Annual Listing Fees. The trading in Equity Shares of the Company has been suspended by BSE Limited. The Company is approaching BSE Limited for revocation of the suspension.

15. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). The ISIN is INE276T01018. The Company has appointed M/s. Link Intime India Private Limited as the Registrar and Share Transfer Agent.

16. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting of the following:

1. Dr. S. L. Chopra, Chairman Non executive Independent

2. Dr. Mahendra P. Shah, Member Non executive Independent

3. Ms. Ranak K. Laskari Member Non executive

17. RESEARCH & DEVELOPMENT:

The Quality Control and R & D Department ofyourCompany has shown satisfactory performance during the year under review.

18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

19. GENERAL:

19.1 AUDITORS:

The present Auditors of the Company M/s. Deepak Soni & Associates, Chartered Accounts, Ahmedabad, will retire at the ensuing 27th Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years (i.e. for the Financial Year 2015-16 & 2016-17), if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

19.2 INSURANCE:

The properties of the Company have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

19.3 DEPOSITS:

The Company has not accepted any Deposits and there were no overdue deposits during the year under review.

19.4 RISKSMANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ASSOCIATES/JVS:

The Company does not have any Subsidiaries/Associates Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

19.8 DISCLOSURES UNDER SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

19.9 INSTANCES OF FRAUD, IF ANY REPORTED BYTHE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

20. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Place: Ahmedabad Rohan K. Laskari Kamlesh J. Laskari Date : 13th August, 2015 Executive Director Managing Director

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Mar 31, 2014

The Shareholders,

Kamron Laboratories Limited

The Directors present the 26th ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013 14 ended 31st March, 2014.

(Rs. in lacs)

1. FINANCIAL RESULTS :

Particulars 2013-14 2012-13

Profit before Interest, Depreciation & Taxation 103.72 102.67

Less : Interest 56.63 55.63

Profit Before Depreciation & Taxation 47.09 47.04

Less : Depreciation 45.96 41.13

Profit before tax 1.13 5.91

Less : Provision for Taxtion 0.35 1.10

Profit after Tax 0.78 4.81

Add : Opening Balance of Profit & Loss Account 86.84 82.03

Balance carried to Balance Sheet 87.62 86.84

2. DIVIDEND :

In view of insufficient profits and with a view to conserve the resources for the working capital requirement, the Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS :

The Sales and Operating Income of the Company during the year under review have been increased to Rs. 1346 lacs compared to Rs. 1250 lacs during 2012-13. The Company has commenced vigorous efforts to increase sales in domestic as well as export markets. The management is hopeful of better results in the year 2014 15. The Company earned Profit before Interest and Depreciation of Rs.103.72 lacs during the year under review compared to Rs. 102.67 lacs during 2012-13. The Profit before Depreciation & Taxation for the year was Rs. 47.09 lacs during the year under review compared to Rs. 47.04 lacs during 2012-13. The Net Profit during the year under review was Rs. 0.78 lacs compared to Net Profit of Rs. 4.81 lacs during 2012-13.

4. RESEARCH & DEVLELOPMENT :

The Quality Control and R & D Department of your Company has shown satisfactory performance during the year under review.

5. DIRECTORS :

5.1 Ms. Ranak K. Lashkari retires by rotation at this Annual General Meeting, being eligible offers herself for re-appointment.

5.2 Dr. Atul N. Parikh, Dr. Mahendra P. Shah, Mr. Haresh S. Parikh and Dr. S. L. Chopra, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

5.3 Mr. Kamlesh J. Laskari has been reappointed as Managing Director of the Company.

6. FINANCE:

The Company is enjoying working capital facilities and term loan from Bank of Baroda. The Company is regular and payment of interest as well as principal.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the Financial Year 2013 14 and the Profit of 0.78 lacs of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. DEMATERIALISATION OF EQUITY SHARES :

The Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

9. PERSONNEL AND H. R. D. :

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever-increasing importance to training at all levels and other aspects of H. R. D.

10. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE :

As per clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A Certificate regarding compliance with the conditions of Corporate Goverance as stipulated in clause 49 of the Listing Agreement is also appended to the Annual Report.

11. LISTING :

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, BSE Limited and Delhi Stock Exchange Limited.

12. GENERAL :

12.1 INSURANCE :

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages machinery breakdown etc.

12.2 AUDITORS:

The present Auditors of the Company M/s. Deepak Soni & Associates, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013.

The remarks of auditor and notes on accounts are self explanatory

12.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS:

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the deposit holder, which was due for repayment.

B. Technology Absorption : Not applicable.

C. Foreign Exchange Earning/Outgo : During the year under review, the Foreign Exchange expenditures and Outgoings has been to the extent of Rs. 4.03 Lacs (Previous year Rs. NIL).

The Foreign exchange earnings and are Rs. 3.26 Lacs (F.O B.) (Previous year Rs.NIL)

14. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct''

15. ACKNOWLEDGMENT :

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their grateful appreciation and co operation received from Bank of Baroda and employees of the Company.

For and on behalf of the Board,

Place : Ahmedabad Kamlesh J. Laskari Date : 29th July, 2014 Chairman & Managing Director

---

Mar 31, 2012

The Directors present the TWENTY FOURTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2011-12 ended 31st March, 2012.

(Rs. in lacs)

1. FINANCIAL RESULTS :

Particulars 2011-12 2010-11

Profit before Interest, Depreciation & Taxation 81.24 83.34

Less : Interest 45.99 39.23

Profit Before Depreciation & Taxation 35.25 44.10

Less : Depreciation 32.02 29.25

Profit before tax 3.23 14.86

Less : Provision for Taxtion 0.97 4.60

Profit after Tax 2.26 10.26

Add : Opening Balance of Profit & Loss Account 79.77 69.51

Balance carried to Balance Sheet 82.03 79.77

2. DIVIDEND :

In view of insufficient profits and with a view to conserve the resources for the working capital requirement, the Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS :

The Sales and Operating Income of the Company during the year under review have been increased to Rs. 1150 lacs compared to Rs. 1134 lacs during 2010-11. The Company has commenced vigorous efforts to increase sales in domestic as well as export markets. The management is hopeful of better results in the year 2012-13.

The Company earned Profit before Interest and Depreciation of Rs.81.24 lacs during the year under review compared to Rs. 83.34 lacs during 2010-11. The Profit before Depreciation & Taxation for the year was Rs. 35.25 lacs during the year under review compared to Rs. 44.10 lacs during 2010-11. The Net Profit during the year under review was Rs. 2.26 lacs compared to Net Profit of Rs. 10.26 lacs during 2010-11.

4. RESEARCH & DEVLELOPMENT :

The Quality Control and R & D Department of your Company has shown satisfactory performance during the year under review.

5. DIRECTORS :

One of your Directors viz. Dr. Mahendra P. Shah retires by rotation in terms of Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

6. FINANCE:

The Company is enjoying working capital facilities and term loan from Bank of Baroda. The Company is regular and payment of interest as well as principal.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the Financial Year 2011-12 and the Profits of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. DEMATERIALISATION OF EQUITY SHARES :

The Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

9. PERSONNEL AND H. R. D. :

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever-increasing importance to training at all levels and other aspects of H. R. D.

10. CORPORATE GOVERNANCE :

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. LISTING :

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges.

12. GENERAL :

12.1 INSURANCE :

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 AUDITORS :

The present Auditors of the Company M/s. Deepak Soni & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1-B) of the Companies Act, 1956.

The notes and remarks of Auditors have been explained at the appropriate places in the notes to the accounts.

12.3 PARTICULARS OF EMPLOYEES :

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217 (2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS :

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the deposit holder, which was due for repayment.

13. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of energy :

a) Energy conservation measures taken : Nil

b) Proposals for reduction of consumption of energy : Nil

c) Impact of the above measures : Nil

14. ACKNOWLEDGMENT :

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their grateful appreciation and co operation received from Bank of Baroda and employees of the Company.

For and on behalf of the Board,

Place : Ahmedabad Kamlesh J. Laskari

Date : 16th July, 2012 Chairman & Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors present the TWENTY THIRD ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2010-11 ended 31st March, 2011.

(Rs. in lacs) 1. FINANCIAL RESULTS :

Particulars 2010-11 2009-10

Profit before Interest, Depreciation & Taxation 83.34 82.69

Less : Interest 39.23 40.32

Profit Before Depreciation & Taxation 44.10 42.37

Less : Depreciation 29.25 28.16

Profit before tax 14.86 14.21

Less : Provision for Taxtion 4.60 4.60

Profit after Tax 10.26 9.61

Add : Opening Balance of Profit & Loss Account 69.51 59.90

Balance carried to Balance Sheet 79.77 69.51

2. DIVIDEND :

In view of insufficient profits and with a view to conserve the resources for the working capital requirement, the Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS :

The Sales and Operating Income of the Company during the year under review have been increased to Rs. 1113 lacs compared to Rs. 973 lacs during 2009-10. The Company has commenced vigorous efforts to increase sales in domestic as well as export markets. The management is hopeful of better results in the year 2011-12.

The Company earned Profit before Interest and Depreciation of Rs.83.34 lacs during the year under review compared to Rs. 82.69 lacs during 2009-10. The Profit before Depreciation & Taxation for the year was Rs. 44.10 lacs during the year under review compared to Rs. 42.37 lacs during 2009-10. The Net Profit during the year under review was Rs. 10.26 lacs compared to Net Profit of Rs. 9.61 lacs during 2009-10.

4. RESEARCH & DEVLELOPMENT :

The Quality Control and R & D Department of your Company has shown satisfactory performance during the year under review.

5. DIRECTORS :

One of your Directors viz. Ms. Ranak K. Laskari retires by rotation in terms of Articles of Association of the Company. She, however, being eligible offers herself for reappointment.

6. FINANCE:

The Company is enjoying working capital facilities and term loan from Bank of Baroda. The Company is regular and payment of interest as well as principal.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2011 being end of the Financial Year 2010-11 and the Profits of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. DEMATERIALISATION OF EQUITY SHARES :

The Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

9. PERSONNEL AND H. R. D. :

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever-increasing importance to training at all levels and other aspects of H. R. D.

10. CORPORATE GOVERNANCE :

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. LISTING :

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges.

12. GENERAL :

12.1 INSURANCE :

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 AUDITORS :

The present Auditors of the Company M/s. Deepak Soni & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956.

The notes and remarks of Auditors have been explained in Schedule 16 to the accounts.

12.3 PARTICULARS OF EMPLOYEES :

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS :

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the deposit holder, which was due for repayment.

13. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of energy :

a) Energy conservation measures taken Nil

b) Proposals for reduction of consumption of energy Nil

c) Impact of the above measures Nil

FORM - A Disclosure of particulars with respect to Conservation of Energy

1. Power and Fuel Consumption :

i. Electricity: 2010-11 2009-10

a. Purchased

Units 146312 159380

Total Amount (Rs) 896998 981911

Rate/Unit Rs. 6.13 6.16

b. Own Generation Through Diesel Generator

Unit 118 110

Total Litres 210 109

Unit per Ltr. of Diesel Oil 1.78 0.99

Cost/Unit (Rs.) 42.21 39.77

ii. Furnace Oil/L.D.O. :

Quantity (K.Ltrs) - 6500

Total Amount (Rs.) - 277883

Average Rate (in Rs.per 1 Ltr.) - 42.75

iii. Furnace Diesel :

Quantity (K.Ltrs) 17924 8728

Total Amount (Rs.) 737993 456180

Average Rate (Rs.per 1 Ltr.) 41.17 52.27

2. Consumption per unit of production :

Electricity (Kwh) 0.0083671 0.0072151

L.D.O. (Ltr) 0.0000000 0.0002943

Diesel (Ltr) 0.0010250 0.0004000

B. Technology Absorption Not applicable.

C. Foreign Exchange Earning/Outgo During the year under review, the Foreign Exchange expenditures and outgoings has been to the extent of Rs. NIL (Previous year Rs. NIL).

The Foreign exchange earnings and are Rs. NIL (F.OB.) (Previous year Rs. NIL)

14. ACKNOWLEDGMENT :

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bank of Baroda and employees of the Company.

For and on behalf of the Board,

Kamlesh J. Laskari Chairman & Managing Director

Place : Ahmedabad Date : 25th July, 2011

---

Mar 31, 2010

The Directors present the TWENTY SECOND ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2009-10 ended 31st March, 2010.

(Rs. in lacs)

1. FINANCIAL RESULTS ;

Particulars 2009-10 2008-09

Profit before Interest, Depreciation & Taxation 82.69 73.16

Less : Interest 40.32 44.14

Profit Before Depreciation & Taxation 42.37 29.02

Less : Depreciation 28.16 24.48

Profit before tax 14.21 4.54

Less : Provision for Taxtion 4.68 1.00

Profit after Tax 9.61 3.54

Add: Opening balance of Profit & Loss Account 59.90 56.36

Balance carried to Balance Sheet 69.51 59.90 2. DIVIDEND :

In view of insufficient profits and with a view to conserve the resources for the working capital requirement, the Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS :

The Sales and Operating Income of the Company during the year under review have been increased to Rs. 973 lacs compared to Rs. 835 lacs during 2008-09. The Company has commenced vigorous efforts to increase sales in domestic as well as export markets. The management is hopeful of better results in the year 2010-11.

The Company earned Profit before Interest and Depreciation of Rs.82.69 lacs during the year under review compared to Rs. 73.16 lacs during 2008-09. The Profit before Depreciation & Taxation for the year was Rs. 42.37 lacs during the year under review compared to Rs. 29.02 lacs during 2008-09. The Net Profit during the year under review was Rs. 9.61 lacs compared to Net Profit of Rs. 3.54 lacs during 2008-09.

4. RESEARCH & DEVLELOPMENT :

The Quality Control and R&D Department of your Company has shown satisfactory performance during the year under review,

5. DIRECTORS :

One of your Directors viz. Dr. S. L. Chopra retires by rotation in terms of Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

6. FINANCE:

The Company is enjoying working capital facilities and term loan from Bank of Baroda. The Company is regular and payment of interest as well as principal.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

(n) thai 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 31st March, 2010 being end of the Financial Year 2009-10 and the Profits of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. DEMATERIALISATION OF EQUITY SHARES :

The Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

9. PERSONNEL AND H. R. D. :

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever-increasing importance to training at all levels and other aspects of H. R. D.

10. CORPORATE GOVERNANCE :

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. LISTING :

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges.

12. GENERAL :

12.1 INSURANCE :

The Companys properties including building, plant, and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 AUDITORS :

The present Auditors of the Company M/s. Deepak Soni & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956.

The notes and remarks of Auditors regarding non- provision of doubtful debts and advances have been explained in Note No. 11 of Schedule 16 to the accounts.

12.3 PARTICULARS OF EMPLOYEES :

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companfes (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS :

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the deposit holder, which was due for repayment.

13. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of energy :

a) Energy conservation measures taken : Nil

b) Proposals for reduction of consumption of energy : Nil

c) Impact of the above measures Nil

FORM - A

Disclosure of particulars wilh respect to Conservation of Energy

1. Power and Fuel Consumption :

i. Electricity: 2009-10 2008-09

a. Purchased

Units 159380 146366

Total Amount (Rs) 981911 886156

Rate/Unit Rs. 6.16 6.05

b. Own Generation Through Diesel Generator

Unit 110 336

Total Litres 109 335

Unit per Ltr. of Diesel Oil 0.99 0.99

Cost/Unit (Rs.) 39.77 34.28

ii. Furnace Oil/L.D.O. :

Quantity (K.Ltrs) 6500 13540

Total Amount (Rs.) 277883 597582

Avg.Rate (in Rs.per 1 Ltr.) 42.75 44 13

iii Furnace Diesel :

Quantity (K.Ltrs) 8728 -

Total Amount (Rs ) 456180 -

Avg.Rate (Rs.per 1 Ltr) 52.27 -

2. Consumption per unit of production :

Electricity (Kwh) 0.0072151 0.0070935

L.D O. (Ltr) 0.0002943 0 0006562

Diesel (Ltr) 0.0004000 0.0000162

B. Technology Absorption : Not applicable.

C. Foreign Exchange Earning/Outgo : During the year under review, the Foreign Exchange

expenditures and outgoings has been to the extent of Rs. NIL (Previous year Rs. NIL).

The Foreign exchange earnings and are Rs. NIL (F.OB.) (Previous year Rs. NIL)

14. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bank of Baroda and employees of the Company.

For and on behalf of the Board,

Place : Ahmedabad Kamlesh J. Laskari

Date . 9th August, 2010 Chairman & Managing Director