Directors Report of Decipher Labs Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in submitting their Twenty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financials for the year under review along with the corresponding figures of the previous year's figures are as under:-.

(Amount in Lakhs)

For the For the year ended year ended

31-03-2015 31-03-2014

Net Sales /Income from

Business Operations 9.63 4.60

Other Income 8.77 2.84

Total Income 18.40 7.44

Less Interest 0.00 0.00

Profit before Depreciation (345.18) (79.86)

Less Depreciation 23.21 20.80

Profit after depreciation and (368.39) (59.06) Interest

Less Current Income Tax 0.00 0.00

Less Previous year adjustment 0.00 0.00 of Income Tax,

Less Deferred Tax 0.00 0.00

Net Profit after Tax (368.39) (79.86)

Dividend (including Interim 0.00 0.00 if any and final )

Net Profit after dividend and Tax (368.39) (79.86)

Amount transferred to General Reserve 0.00 0.00

Balance carried to Balance Sheet (368.39) (79.86)

Earning per share (Basic) (4.60) (1.00)

Earning per Share(Diluted)

2. DIVIDEND

As the company did not earn distributable profits, the board of directors did not recommend any dividend for the financial year under review. Since the company has not declared any dividend for more than 10 years. the provisions of Section 125 (2) of the Companies Act, 2013 do not apply.

3. RESERVES

The Board did not propose to transfer any amount to reserves

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, your company achieved a turnover of Rs.9.63 Lakhs in the year 2014-15 as compared to Rs.4.60 Lakhs during 13-14.

The Company approached companies manufacturing quality medicines, to get their products manufactured on Third Party & Loan Licence basis as the Company handed over the Leased Land, Buildings, Machinery & Lab Equipments to the owners while reflecting the same in the Balance Sheet. This was necceciated as the Owners, being co-promoters of your company exited from the Company & its Board and refused to extend the Lease expiring on 31st March, 2015 for further period. The residual Machineries of the company are kept temporarily in rented Godowns. The residual Machineries are mostly Obsolete and outdated ones and have now become redundant with no immediate usage and installing the same in other premises is neither viable nor profitable.

Your Directors take pleasure in informing you that they have finalized a Company with two decades of experience to manufacture the Products of WHO GMP standards. Some of the Products are in advanced stage of Production with the new Packing Materials like Foils/Cartons/Boxes etc being already ordered and getting them in to place. The company is very confident of building a very decent business volumes in due course of time.

5. CHANGE IN THE BUSINESS OF THE COMPANY:

During the year under review, the company did not change its line of activity.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure A".

7. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as part of this Annual Report as "Annexure - B". Certificate from the Statutory Auditors of the company M/s. Anandam & Co, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as Stipulated under Clause 49 of the Listing Agreement is included as part of this report as "Annexure C".

8. LISTING & TRADING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai. The Market price of the Share as on 31st March , 2015 was Rs.9.61 per share. The Company confirms that it has paid the Annual Listing Fee for the year 2015-16 to BSE where the Company' Shares are listed. As of 26th Aug. The shares of the company are suspended from trading due to penal reasons. The company is making efforts to get the suspension revoked at the earliest.

9. DEMATERIALISATION OF SHARES

82.63% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 17.37% is in physical form. The Company's Registrars are M/s Venture Capital & Corporate Services Private Limited, 12-10-167, Bharat Nagar, Hyderabad-500 018, Telangana. Phone: ( 91)-4023818475/476 FAX: [phone] Email id: [email protected].

10. BOARD 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 the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non- independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no order passed by any Court or Tribunal or forum which impacted or is likely to impact the "Going concern status" of the company.

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The company has adequate internal financial controls and has a separate Audit committee to assess the internal controls and guide the company accordingly.

14. DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES & THEIR PERFORMANCE

The Company does not have any subsidiary or joint venture or associate company.

15. DEPOSITS

The Company has neither given nor accepted any Public Deposits during the year under review.

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to the company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

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

(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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(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.

21. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by either the Auditors or by the Practicing Company Secretary in their respective reports except the following Disclaimers:

1. Auditors Report

a) Appointment of CFO

2. Secretarial Audit Report

a) Appointment of CFO & CS

b) Company's Manufacturing Licence Under Renewal

c) Inter-se Transfer of Shares Between Promoters

The company could not appoint the Chief Financial Officer (CFO) and full Time Company Secretary due to the present Financial Status of the Company. The company is making efforts to appoint the CFO & CS at the earliest.

The company has a valid Drug Manufacturing and Wholesale Licence and has applied for the Renewal of the Drug Manufacturing Licence which is a continuous process.

There was an Inte-se transfer of Shares between the Promoters under due intimation to BSE & SEBI. However, there is no Change in Total Promoter Holding.

22. SHARE CAPITAL

The Company has not bought back any of its securities nor has it issued any Equity or Sweat Equity or bonus Shares or has not provided any Stock Option Scheme to the employees during the year under review.

23. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination & Remuneration Committee is vested with the powers to recommend the Appointment of a Director and fix, recommend the Remuneration accordingly.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under :

Name Designation Yearly Remuneration (Rs).

1. Mr.Suchit Mohan Lal Managing Director 2,40,000.00.

2. Mr.Sushant Mohan Lal Executive Director 2,40,000.00

B) Details of every employee of the Company as required pursuant to 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under :

1. The Ratio as such is not applicable.

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report — NIL

24. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 in Form MGT 9 is attached to this Report at Annexure 'F'.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

30th May, 2014, 14th August, 2014, 14th November, 2014, 22nd December, 2014, 14th February, 2015 and 30st March, 2015 & the details are given as Annexure 'B' in the Corporate Governance Report.

The Company constituted 3 Committees as under:

(I) Audit Committee;

(II) Nomination & Remuneration Committee ;

(III) Share holders Grievance Relationship/Share Transfer Committee The details are given as Annexure 'B' in the Corporate Governance Report.

26. DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Smt Vemuri Shilpa was appointed as an Independent Woman Director on 30-03-2015.

Shri Anjani Kumar Agarwal and Shri Sanjay Kumar Agarwal, Executive Directors resigned from the Company as Directors with effect from 22-12-2014 due to their pre-occupation and their resignations were accepted by the Board.

Shri S.S.Marthi resigned from the Company as Director with effect from 22-12-2014 due to his pre-occupation and his resignation was accepted by the Board.

Shri Sushant Mohan Lal Director of the Company and Vemuri Shilpa, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

27. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted declarations disclosing to the Board that they fulfil the criteria stipulated under Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules made there under.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

A. Shri B.N. GNANA PRAKASH B. Smt VEMURI SHILPA C. Shri. SUSHANT MOHAN LAL

The above composition of the Audit Committee consists of independent Directors viz., Mr B.N. GNANA PRAKASH and Mrs. Smt VEMURI SHILPA who form the majority. The Audit committee was reconstituted on 22nd December 2014 after the resignation of Mr. S.S.Marthi & Mr.S.K.Agarwal & was again reconstituted on 30th March 2015 on co-option of Mrs. Vemuri Shilpa, as Independant Director of the Company.

The Audit Committee reports to the Board.

The Company has a vigil mechanism in place.

29. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 and rules made there under ("the Act"), forming of a Corporate Social Responsibility (CSR) Committee is Not Applicable to the Company.

30. PARTICULARS OF EMPLOYEES:

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given elsewhere in the report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India is - NIL.

31. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow [Clause (m) of sub-section (3) of section 134 of the Act, r/w Rule 8 of the Companies (Accounts) Rules, 2014]

(A) Conservation of energy

The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources. The energy consumed during the year was minimal at Rs.0.77 Lakhs & hence, No Additional Investments or proposals were implemented for reduction of consumption of energy.

(B) Technology absorption : The company did not carry out any R & D during the year under review.

(C) Foreign exchange earnings and Outgo: NIL

32. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board For COMBAT DRUGS LIMITED

Sd/- Sd/-

Place: Hyderabad SUCHIT MOHANLAL SUSHANT MOHANLAL Date: 29.08.2015 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2014

Dear Members,

The Directors feel pleased to present before you the Twenty Eighth Annual Report of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs) Particulars 2013-14 2012-2013

Net Sales/ 4.60 50.07

Other Income (including sundry balances written back) 2.83 5.41

Total Expenditure 66.49 48.76

Profit before Interest, (59.06) 6.73 Depreciation & Tax

Interest and Financial Charges - -

Depreciation 20.80 20.80

Profit before Tax (79.86) (14.07)

Provision for Tax ---- ----

Provision for FBT ---- ----

Net Profit (After Tax) (79.86) (14.07)

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended 31stMarch, 2014.

OPERATIONS & PROSPECTS FOR THE FUTURE:

During the year under review your company has been in discussions with various Companies for utilizing the Spare capacities in the Company besides augmenting the Market operations. The company is very confident of building a very decent business volume in due course of time.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Shri Anjani Kumar Agarwal and Shri B.N. Gyana Prakash, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

AUDITORS:

The term of office of M/s Anandam & Co., Chartered Accountants, as Statutory Auditor of the Company expires at the conclusion of the ensuing Annual General Meeting. However, being eligible they offer themselves for reappointment.

The Company has received a declaration from M/s Anandam & Co., Chartered Accountants, stating that their re-appointment, if made for another term, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i. The applicable accounting Standards have been followed in the preparation of Annual Accounts for the Financial Year ended 31st March, 2014

ii. The accounting policies selected were applied consistently and the judgments and estimates made 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 31st March, 2014 and of the Profit of the Company for year ended on that date;

iii. Proper and sufficient care has been taken 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 the preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY:

In line with the provisions of the Companies Act, 2013 and rules made there under ("the Act"), a Corporate Social Responsibility (CSR) Committee has been formed by the Board of Directors through circular resolution dated 10th May, 2014. Shri Batulla Narsimha Gyana Prakash, Mr. Sanjay Agarwal and Mr.Sushant Mohan Lal are the members of the CSR Committee. The Board of Directors at their meeting held on 7th June, 2014 approved a CSR policy as recommended by the CSR Committee which include inter alia, the CSR activities falling under the purview of Schedule VII of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure B".

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as laid under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance as "Annexure C".

Comments on Annexure of Auditor Report (ix(a)(b): The company has received the pending From C from the Commercial Tax Department and is in the process of cleaning the liabilities during the current year.

LISTING & TRADING:

The Equity Shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai. The Market price of the Share as on 20th August, 2014 was Rs.13.24 per share.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.5,00,000/- per month, if employed for the part of year or Rs.60,00,000/ - per annum during the financial year 2013-2014.

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

The particulars as prescribed under sub section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the "Annexure A" to this Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Company''s shareholders, customers, vendors and bankers for their continued support to the Company''s growth initiatives. Your Directors also appreciate the contribution made by the Employees at all levels through their competence, sincerity hard work and dedicated support.

For and on behalf of the Board For COMBAT DRUGS LIMITED

Sd/- Sd/- SUCHIT MOHANLAL ANJANI KUMAR AGARWAL MANAGING DIRECTOR DIRECTOR

Place: Hyderabad Date: 05.09.2014

---

Mar 31, 2012

Dear Members,

The Directors feel pleased to present before you the Twenty Sixth Annual Report of the Company for the financial year (06 months) ended 31st March, 2D12.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars (FY 2011-2012) (FY 2010-2011) (6 Months (18 Months period ended period ended 31st March, 30th September, 2012) 2011)

Net Sales 92.56 156.65

Other Income (including sundry balances written back) 0.32 0.98

Total Expenditure (including depredation) 134.27 154.65

Profit before Depreciation & Tax (34.22) 10.29

Depreciation 7.17 7.31

Profit before Tax (41.39) 2.98

Provision for Tax : - -

Provision for FBT - -

Net Profit (After Tax) (41.39) 2.98

FINANCIAL YEAR:

As you are aware, your Company teas entered into a Scheme of Arrangement with its Creditors & its Members as sanctioned by the HolYble High Court of Andhra Pradesh. For effective implementation of the said Scheme, your company had to extent think Financial Year 2010-11 by a period of 6 months, i.e. up to 30th September. 2011. (rr order to bring [he current Financial Year in tune with other Statute"/ Regulations, i; has been resolved to close the current FY on 31s* March, 2012.

In view of the aforesaid, the attached pertains to S months period (i.e. From 1sl October, 2011 10 31st March, 2012)

DIVIDEND:

The Company has restructured its equity and is in the process of restructuring its business and reviving itself, which would help it turn the corner and yield results in the long run. In view of the above said. Your Directors do not recommend any dividend for the financial year (6 months) ended 31st March, 2012.

OPERATIONS & PROSPECTS FOR THE FUTURE:

During the year under review your company has successfully implemented Scheme of Arrangement sanctioned by the Humble High Court of Ahdhra Pradesh by its order dated 26,07.2.011. The said Scheme of Arrangement is implemented by the company of the benefit of the financial position of the Company,

CORPORATE RESTRUCTURING:

Your Directors are pleased to inform that the Scheme of Arrangement, contemplating inter alia, the Reduction of Capital and issue of fresh shares to the Creditors and others has been completed in all respects and Shares have been allotted & dispatched to the respective shareholders of the Company.

Considering the cumulative effete of the "resolution of Capita) and fresh allotment as per the Scheme of Arrangement, the Paid up Capital of the Company stands restructured at Rs 8 Crores, divided into 80.00,000 equity shares of Rs.10 each.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1966, Shri Anjani Kumar Agarwal and Shri Sustiant Mohan Lai, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act. 1956 read with the Companies. (Acceptance of Deposits) Rules, 1975 from the public during the financial year,

AUDITORS:

The term of office of M/s Anandarn & Co., Chartered Accountants, as Statutory Auditor of the Company expires at the conclusion of the ensuing Annual General Meeting. However, being eligible they offer themselves for reappointment.

The Company has received a declaration firm M/s Anandam & Co., Chartered Accountants, stating that their re-appointment, if made for another term, wH % within the limits laid down under Section 224(1 B) of The Companies Act, 1956. The Board recommends their re-appointment.

EXPLANATION TO AUDITORS OBSERVATIONS / REMARKS: With reference to clause ix(a) in the annexure to Auditors Report it may be noted that the reported delay in nonpayment of taxes occurred due to the contemporary liquidity and the same shall be paid in due course of time,

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement-under Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. The applicable accounting Standards have been followed in the preparation of Annual Accounts for the Financial Year (S months) ended 31stMarch, 2012

ii. The accounting policies selected were applied consistently and the judgments and estimates made 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 31stMarch, 2012 and of the Profit of the Company for year ended on that date;

iii. Proper and sufficient care has been taken 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 the preventing and detecting fraud and other reregulates;

iv. The annual accounts have been prepared on a going basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure B".

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as laid under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance as "Annexure C".

LISTING S TRADING:

The Equity Shares of the Company liquid as The Bombay Stock Exchange Limited, Mumbai. However, the trading in your Company''s Shares has been suspended due to Procedural reasons, in view of the implementation of Scheme of Arrangement. In this regard, the Company has made an Application to the said Exchange to enlist the fresh equity shares issued by it along with the shares forming part of the reduced capital, as envisaged in the Scheme of Arrangement. The said Application is being processed by the Stock Exchange and in Principal Approval has been received from BSE subject So the effectives of ISIN by NSDL& CDSL.

Your Directors are happy to inform you that the ISIN: INE643MQ1012 research himself to the company by CDSL and the approval from MSOL is awaited.

PARTICULARS OF EMPLOYEES:

There are no employees whose: particulars are financial to be Financial under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees)'' Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.5,00.000/- per month, if employed for the part of year of Rs.60,00,000/- per annum during the financial year 2011-12

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO;

The particulars as prescribed under sub section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1986..are.giwrin the '' Annexure A" to this Report

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Company''s shareholders, customers, vendors and bankers for their continued support to the Company''s growth initiatives Your Directors also appreciate the contribution made by the Employees at all levels through their competence, sincerity hard work and dedicated support

For and on behalf of the Board

Sd/- Sd/-

Place: Secunderabad SUCHIT MOHANLAL SUSHAIMT MOHAN LAL

Date: 07.09,2012 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting before you the Twenty Fourth Annual Report of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars 2009 - 2010 2008 - 2009

Net Sales 39.25 38.51

Other Income

(including sundry balances written back) - 1.10

Total Expenditure 33.89 33.68

Profit before Interest, Depreciation & Tax 5.36 5.93

Interest and Financial Charges 0.07 0.16

Depreciation 4.86 4.23

Profit before Tax 0.42 1.54

Provision for Tax - -

Provision for FBT - 0.31

Net Profit (After Tax) 0.42 1.23

DIVIDEND:

Your Directors are unable to recommend any dividend for the financial year 2009-2010 due to inadequate profits during the year.

OPERATIONS & PROSPECTS FOR THE FUTURE:

During the year under review your company has successfully completeted the envisaged and planned renovations to the buildings as required by the latest Gmp standards and the necessary additions of Machinaries and Quality Assurance equipment has been mostly completed.

The Directors take pleasure in informing that your companys manufacturing facilities were Audited by the Drugs Control Administration and a Certificate of GMP has been awarded to the unit.

Your company has commenced the manufacturing activities and the production in Betalactum section has already commenced.

Your company has also successfully completed the Non Beta Facilities and is awaiting the requisite GMP Licences for various sections.

During the year under review your Company, concentrated on the upgradation of the unit which was successfully implemented and the process of appointing Distributors and

Marketing Franchise Partners in most of the unrepresented areas has been successfully completed.

CORPORATE RESTRUCTURING:

Your Directors have drawn up plans to restructure the equity and operations of the Company and to wipe of the entire accumulated losses of the company.

In this regard a draft scheme of arrangement between the company, its shareholders and its unsecured creditors has been drawn up by the Board. In the due course of time, your Board shall finalise the same and complete the necessary formalities in this regard.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Shri Sushant Mohan Lai and Shri B.N. Gnana Prakash, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. (Rotational Directors)

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

AUDITORS:

The term of office of M/s Mahesh, Virender & Sriram, Chartered Accountants, as Statutory Auditor of the Company expires at the conclusion of the ensuing Annual General Meeting. However being eligible they offer themselves for re-appointment.

The Company has received a certificate from M/s Mahesh, Virender & Sriram, stating that their re-appointment, if made for another term, will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

The Board recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i. The applicable accounting Standards have been followed in the preparation of Annual Accounts for the Financial Year 2009-2010.

ii. The accounting policies selected were applied consistently and the judgments and estimates made 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 31st March 2010 and of the Profit of the Company for year ended on that date;

iii. Proper and sufficient care has been taken 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 the preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure C".

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance as "Annexure D".

LISTING & TRADING:

Disclosure about Re-Listing:

The Equity Shares of the Company are listed on The Bombay Stock Exchange Limited, Mumbai, and Hyderabad Stock Exchange Ltd., Hyderabad.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial year 2009-2010.

SECRETARIAL COMPLAINCE CERTIFICATE:

Pursuant to the provisions of Section 383A and all other applicable provisions, if any, of the Companies Act, 1956, M/s Marthi & Company, Company Secretaries, Hyderabad were appointed by the Board of Directors to issue the Compliance Certificate for the financial year 2009-2010. A copy of the same is annexed with this report as Annexure B.

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

The particulars as Prescribed under sub section (1)(e) of Section 217 of the Companies Act 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the "Annexure A" to this Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Companys shareholders, customers, vendors and bankers for their continued support to the Companys growth initiatives. Your Directors also appreciate the contribution made by the Employees at ail levels through their competence, sincerity hardwork and dedicated support.

For and on behalf of the Board

For COMBAT DRUGS LIMITED

Sd/- Sd/-

Place: Hyderabad SUCHIT MOHANLAL SUSHANT MOHANLAL

Date: 06.09.2010 MANAGING DIRECTOR DIRECTOR