Directors Report of Denis Chem Lab Ltd.

Mar 31, 2018

Dear Members,

The Directors are pleasured to present the 37^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2017-18 ended 31^st March, 2018.

1. FINANCIAL RESULTS :

(Amount in Lakh)

Particulars	2017-18	2016-17
Operating Profit (Before Interest & Depreciation)	1258.13	1454.05
Less : Interest/Finance Cost	461.33	580.21
Profit before Depreciation	796.80	873.84
Less: Depreciation and amortization expenses	592.81	677.08
Profit before Tax	203.99	196.76
Less: Current Tax	46.81	(40.52)
(Add): MAT Credit	(46.81)	(40.52)
Less / (Add): Deferred Tax Liability / (Asset)	(10.39)	82.35
Short/ (Excess) provision of earlier years	-	(9.35)
Profit after Tax	214.38	123.76

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2018 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend s for the year under review ended on 31^st March, 2018.

3. OPERATIONS:

The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles stood at Rs. 108.23 Crore during the financial year 2017-18 under review compared to Rs. 118.12 Crore of previous year 2016-17. The facility was inspected by Food and Drug Control Administration (FDCA), Gandhinagar along with CDSO for the renewal of its World Health Organization-Good Manufacturing Practices (WHO-GMP) and certification validity of WHO GMP has been extended The Company’s manufacturing license is valid till August 2019.

During the year under review, the export market was explored in more detail and I.V. products in plastic bottles were exported to new destinations. Further efforts are underway for increasing exports to various countries.

4. NEW PROJECTS:

The Management has envisaged an increased demand for various I. V. fluids in India in the future considering the development of health related instruments and steady population increase.

Addition of 100 ML products to our ‘Aquapulse’ Brand

We are in the process of implementing a project that will add 100 ml Eurohead products to our portfolio. Based on feedback from our Marketing Team and due to the fact that our Eurohead 500 ML was received well we are confident of expanding our reach in the Eurohead Category with this project. We expect the project to be operational in H2 FY19.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2018-19.

The Company, being listed at BSE Limited (Designated & Nationwide Stock Exchange), received a letter dated 2^nd November, 2017 from The Ahmedabad Stock Exchange Limited (ASEL) intimating delisting of securities from ASEL pursuant to the SEBI directions.

6. INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company has been increased to Rs. 16 crores divided into 1,60,00,000 Equity Shares of Rs.10/- each upon passing of resolutions in the Extra Ordinary General Meeting held on 20^th May, 2017.

7. NEW SET OF ARTICLES OF ASSOCIATION:

The Company after obtaining necessary approval of the Members at the Extra Ordinary General Meeting held on 20^th May, 2017, have adopted new set of Articles of Association.

8. RIGHTS ISSUE OF EQUITY SHARES:

The Company, after obtaining necessary approvals, has allotted 21,34,872 Equity Shares of Rs. 10/- each at premium of Rs. 74/- per Equity Share on 25^th October, 2017 to the existing shareholders of the Company on ‘Rights Basis’ after complying provisions and guidelines under the Companies Act, 2013, SEBI & Listing Regulations. The said 21,34,872 Equity Shares were issued in the ratio of 2 (Two) new Rights Equity Share of Rs. 10/ each against existing 11 (Eleven) Equity Share of Rs. 10/ each held.

There is no material variation between the projections and actual utilization of the funds raised through Rights Issue by the Company during the year 2017-18.

9. DIRECTORS:

9.1 One of your Directors viz. Ms. Anar H. Patel retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for re-appointment.

9.2 The Board of Directors duly met 10 times during the financial year under review.

9.3 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

9.4 Dr. Himanshu C. Patel was re-appointed as Managing Director of the Company for a period of three years w.e.f. 1^st August, 2017.

9.5 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

9.6 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 31^st March, 2018 being end of the financial year 2017-18 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.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

11. MANAGERIAL REMUNERATION:

Sr. No.	Name of the Director & Designation	Remuneration for the year 2017-18	% increase/ (decrease over last year	Parameters	Median of Employees Remuneration	Ratio	Commission received from Holding/ Subsidiary
1.	Dr. Himanshu C. Patel -Managing Director	Rs. 63,51,652/-	(0.82%)	Higher responsibility and time involvement due to current expansion & modernisation	Rs. 2,17,812	29.16	N.A.

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

The Nomination and Remuneration Policy are available on the Company’s website www.denischemlab.com

12. KEY MANAGERIAL PERSONNEL: % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Dr. Himanshu C. Patel	Managing Director	(0.82%)
2.	Mr. Nirmal Patel	CEO	8.67%
3.	Mr. Vikram Joshi	CFO	13.67%
4.	Ms. Khushbu Shah*	Company Secretary	41.33%
5.	Ms. Anal R. Desai#	Company Secretary	N.A.

$Ms. Khushbu H. Shah resigned from the post of Company Secretary w.e.f. 19^th July, 2018.

#Ms. Anal R. Desai appointed as Company Secretary and Compliance Officer of the Company w.e.f. 20^th July, 2018.

13. PERSONNEL AND H. R. D.:

13.1 INDUSTRIAL RELATIONS

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 Employees of the Company are 221 .The relationship between average increase in remuneration and Company’s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

13.2 PARTICULARS OF EMPLOYEES:

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

14. 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.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.denischemlab.com

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

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

16. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - B.

17. 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. The remarks of Auditor are self explanatory.

18. EXTRACT OF ANNUAL RETURN:

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

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

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

20. GENERAL:

20.1. AUDITORS:

STATUTORY AUDITORS:

At the 36^th Annual General Meeting held on 26^th September, 2017, M/s. H. K. Shah & Co., Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company to hold office for the period of 5 years i.e. for the financial years 2017-18 to 2021-22.

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, (Firm Registration Number 000025) as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19.

As required under the Companies Act, 2013, a resolution seeking Shareholders’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

20.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

20.3 DEPOSITS:

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

20.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

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

20.5 RISK MANAGEMENT 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.

20.6 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.

20.7 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.

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

20.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN 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.

20.10 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.

20.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

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

21. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

22. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE051G01012.

23. FINANCE:

23.1 The Company’s Income-tax Assessment has been completed up to the Assessment Year 2014-15 and Sales tax Assessment is completed up to the Financial Year 2013-2014.

23.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Axis Bank Limited and Bank of India. The Company is generally regular in payment of interest and principal.

24. 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 Dinesh B. Patel

Date : 20^th July, 2018 Chairman

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Mar 31, 2016

Dear Members,

The Directors are pleasured to present the 35^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2015-16 ended 31^st March, 2016.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars	2015-16	2014-15
Operating Profit (Before Interest & Depreciation)	895.27	960.08
Less : Interest/Finance Cost	673.38	536.28
Profit before Depreciation	221.89	423.80
Less : Depreciation	563.59	387.92
(Loss)/Profit before Tax	(341.70)	35.88
Less : Provision for Taxation /(Excess Provision for Tax)	(4.13)	8.03
Less : Deferred Tax Liability	107.20	19.70
(Loss)/ Profit after Tax	(444.77)	8.16

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2016 and date of this report.

2. DIVIDEND:

In view of the losses suffered during the financial year under review, your Directors are unable to recommend any dividend for the year 2015-16.

3. OPERATIONS:

The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles is increased by 29% from Rs.7685 lacs of the previous year 2014-15 to Rs.9964 lacs for the year 2015-16. The facility was inspected by Food and Drug Control Administration (FDCA), Gandhinagar for the renewal of its World Health Organization-Good Manufacturing Practices (WHO-GMP) certification and manufacturing license renewal which was satisfactorily completed. The Company''s manufacturing license is valid till December 2017.

During the year under review, the export market was explored in more detail and I.V. products in plastic bottles were exported to new destinations. Further efforts are underway for increasing exports to various countries.

4. NEW PROJECTS:

The Management has envisaged an increased demand for various I. V. fluids in India for the future considering the development of health related instrument and steady population increase.

4.1 Increasing the Moulding and Filling capacity with cost reduction in BFS:

We are under the process of implementing additional capacity in our BFS line. This project will help us to save significantly on our main RM cost viz PP Granules. The project will be implemented in Q1 FY17. We already have the team and systems in place for marketing of products from this project and we will able to derive significant returns from day one of the operations. This project will help us in lowering our costs and penetrate into cost competitive markets effectively while maintaining margins.

4.2 Increasing the moulding and filling capacity for 1000 ml , and increasing filling capacity 3000 ml.:

In the BFS category of 1000 ml and 3000 ml which are niche products with few companies offering the same. The current market for 1000 ml and 3000 ml is growing at 35% and we are achieving 12% operating margins in 1000 ml and 20% operating margins in 3000 ml.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited & Ahmedabad Stock Exchange Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2016-17.

6. INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorized Equity Share Capital of the Company has been increased to Rs.13 crores divided into 1,30,00,000 Equity Shares of Rs.10/- each upon passing of resolutions in the Extra Ordinary General Meeting held on 12^th December, 2015.

7. ALTERATION OF CAPITAL CLAUSE IN ARTICLES OF ASSOCIATION:

The Company, after obtaining necessary approval of the Members at the Extra Ordinary General Meeting held on 12^th December, 2015, has altered its Articles of Association by inserting Article 19(A)(ii) relating to Equity Warrants.

8. ALLOTMENT OF 27,00,000 CONVERTIBLE EQUITY WARRANTS TO NON-PROMOTER(S) ON PREFERENTIAL BASIS:

The Company, after obtaining necessary approvals, have allotted 27,00,000 Equity Warrants of '' 10/- each at premium of '' 50/- per Equity Warrant on 12^th December, 2015 to Non-Promoter(s) on Preferential Basis after complying provisions and guidelines under the Companies Act, 2013, SEBI & Listing Agreement. The said 27,00,000 Equity Warrants are convertible in to 27,00,000 Equity Shares within 18 months of allotment of Equity Warrants.

There are no material variations between the projections and actual utilization of the funds raised through Preferential Issue by the Company during the year 2015-16.

9. CHANGE OF REGISTRAR AND SHARE TRANSFER AGENTS:

The Company has appointed M/s. Link In time India Private Limited as Registrar & Share Transfer Agents of the Company in place of M/s. Sharepro Services (India) Private Limited w.e.f. 15^th June, 2016.

10. DIRECTORS:

10.1 One of your Directors viz. Ms. Anar H. Patel retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for reappointment.

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

10.3 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

10.4 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

10.5 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 31^st March, 2016 being end of the financial year 2015-16 and of the loss 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.

11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

12. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

There has been no increase in remuneration payable to Managing Director.

Sr. No.	Name of the Director & Designation	Remuneration for the year 2015-16	% increase over last year	Parameters	Median of Employees Remuneration	Ratio	Commission received from Holding/ Subsidiary
1.	Dr. Himanshu C. Patel -Managing Director	'' 62,81,555/-	18.76%	Higher responsibility and time involvement due to current expansion & modernization	Rs. 2,80,536	22.40	N.A.

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

The Nomination and Remuneration Policy are available on the Company''s website www.denischemlab.com

13. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Dr. Himanshu C. Patel	Managing Director	18.76%
2.	Mr. Nirmal Patel	CEO	-
3.	Mr. Vikram Joshi	CFO	20.00%
4.	Ms. Khushbu Shah	Company Secretary	-

14. PERSONNEL AND H. R. D.:

14.1 INDUSTRIAL RELATIONS

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 Employees of the Company are 140.The relationship between average increase in remuneration and Company''s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

14.2 PARTICULARS OF EMPLOYEES:

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

15. 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.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.denischemlab.com

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

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

17. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - B

18. 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. The remarks of Auditor are self explanatory.

19. EXTRACT OF ANNUAL RETURN:

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

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

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

21. GENERAL:

21.1. AUDITORS:

STATUTORY AUDITORS:

At the 34^th Annual General Meeting held on 23^rd September, 2015 M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Shah & Shah Associates, Chartered Accountants, as statutory auditors of the Company for the financial year 2016-17, is placed for ratification by the shareholders.

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, (Firm Registration Number -000025) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17. As required under the Companies Act, 2013, a resolution seeking Shareholders'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

21.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

21.3 DEPOSITS:

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

21.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

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

21.5 RISKS MANAGEMENT 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.

21.6 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.

21.7 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.

21.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

21.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN 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.

21.10 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.

21.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

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

22. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

23. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialize their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE051G01012.

24. FINANCE:

24.1 The Company''s Income-tax Assessment has been completed up to the Assessment Year 2013-14 and Sales tax Assessment is completed up to the Financial Year 2011-12.

24.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Axis Bank Limited and Bank of India. The Company is regular in payment of interest and principal.

25. 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 Dinesh B. Patel

Date : 20^th July, 2016 Chairman

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Mar 31, 2015

Dear Members,

The Directors are pleasured to present the 34th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014-15 ended 31st March, 2015.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2014-15 2013-14

Operating Profit (Before 960.08 643.74 Interest & Depreciation)

Less: Interest 536.28 299.04

Profit before 423.80 344.70 Depreciation

Less : Depreciation 387.92 131.63

Profit before Tax 35.88 213.07

Less : Provision for 8.03 99.00 Taxation

Less/(Add): Deferred Tax 19.70 (10.73) Liability/(Assets)

(Add): Excess provision of - - tax relating to earlier years

Profit after Tax 8.16 124.80

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for general corporate purposes including working capital requirements of the Company, your Directors have not recommended any dividend for the year under review ended 31st March, 2015.

3. OPERATIONS:

The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles is increased by 14% from Rs. 6731 lacs of the previous year 2013-14 to Rs. 7685 lacs for the year 2014-15. The facility was inspected by Food and Drug Control Administration (FDCA), Gandhinagar for the renewal of its World Health Organization-Good Manufacturing Practices (WHO-GMP) certification and manufacturing license renewal which was satisfactorily completed. The Company’s manufacturing license is valid till December 2017.

During the year under review, the export market was explored in more detail and I.V. products in plastic bottles were exported to new destinations. Further efforts are underway for increasing exports to various countries.

4. NEW PROJECTS:

The Management has envisaged an increased demand for various I. V. fluids in India for the future considering the development of health related investment and steady population increase.

4.1 Increasing the Moulding and Filling capacity with cost reduction in BFS.

We are under the process of implementing additional capacity in our BFS line. This project will help us to save significantly on our main RM cost viz PP Granules. The project will be implemented in Q3 FY16. We already have the team and systems in place for marketing of products from this project and we will able to derive significant returns from day one of the operations. This project will help us in lowering our costs and penetrate into cost competitive markets effectively while maintaining margins.

4.2 Increasing the moulding and filling capacity for 1000 ml, and increasing filling capacity 3000 ml.

In the BFS category of 1000 ml and 3000 ml are niche products with few companies offering the same. The current market for 1000 ml and 3000 ml is growing at 35% and we are achieving 12% operating margins in 1000 ml and 20% operating margins in 3000 ml.

5. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange & BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16.

6. RIGHTS ISSUE OF EQUITY SHARES:

As communicated in the Directors' Report for the year 2013-14, there was good response to the Rights Issue of 60,27,864 Equity Shares of Rs. 10/- each at a premium of Rs. 3/- per share aggregating to Rs. 783.62 lacs. The Board of Directors allotted shares on 30th May, 2014. There are no material variations between the projections and actual utilization of the funds raised through Rights Issue by the Company during the year 2014-15.

7. DIRECTORS:

7.1 One of your Directors viz. Mr. Dinesh B. Patel retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

7.2 The Board of Directors duly met 10 times during the financial year under review.

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

7.4 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 27th March, 2015.

7.5 DIRECTORS' RESPONSIBILITYSTATEMENT:

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.

8. MANAGERIAL REMUNERATION:

8.1 REMUNERATION OF DIRECTORS:

There has been no increase in remuneration payable to Managing Director.

Sr. Name of the Remuner % No. Director ation for increase & Desig the year over last nation 2014-15 year



1. Dr. Hima Rs. 52,89,121/- 61% nshu C. Patel Managing Director

Sr. Name of the Parameters Median of Ratio Commission No. Director Employees received & Desig Remuneration from nation Holding/ Subsidiary

1. Dr. Hima Higher Rs. 2,16,772 24.40 N.A. nshu C. responsi Patel bility Managing and time Director involve ment due to current expansion & moderni sation

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to 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.

8.2 MARKET CAPITALISATION:

Sr. Particulars As on 31-03 As on 31-03 No. -2014 -2015

1. No. ofShares 30,13,932 90,41,796

2. Market price 25.05 32.16

3. Market Capitalisation 755 2908 (Rs. In lacs)

4. EPS 4.14 0.09

5. P/E Ratio 6 357

9. KEY MANAGERIAL PERSONNEL:

9.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

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

1. Dr. Himanshu C. Patel Managing 61% Director

2. Mr. Nirmal Patel# CEO -

3. Mr. Vikram Joshi# CFO -

4. Ms. Khushbu Shah Company - Secretary

# Appointed during the year 2014-15.

9.2 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.

10. PERSONNEL AND H. R. D.:

10.1 INDUSTRIAL RELATIONS

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 Employees of the Company are 140. 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.

10.2 PARTICULARS OF EMPLOYEES:

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

11. 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.

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

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

13. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate 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.

14. 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. There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

15. EXTRACT OF ANNUAL RETURN:

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

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

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

17. GENERAL:

17.1. AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accounts, Ahmedabad, will retire at the ensuing 34th 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 commencing from the Financial Year 2015-16 to 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.

17.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

17.3 DEPOSITS:

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

17.4 RISKS MANAGEMENT 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.

17.5 SUBSIDIARIES/ASSOCIATES/JVS:

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

17.6 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.

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

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

17.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN 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.

17.9 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.

17.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

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

18. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE051G01012.

19. FINANCE:

19.1 The Company's Income-tax Assessment has been completed up to the Assessment Year 2012-13 and Sales tax Assessment is completed up to the Financial Year 2010-11.

19.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Axis Bank Limited and Bank of India. The Company is regular in payment of interest and principal.

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 Dinesh B. Patel Date : 29th July, 2015 Chairman

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Mar 31, 2014

Dear Shareholders,

The Directors pleasured to present the 33rd ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS: (Rs. In Lacs)

Particulars 2013-14 2012-13

Operating Profit (Before 643.74 595.93 Interest & Depreciation)

Less : Interest 299.04 212.52

Profit before Depreciation 344.70 383.41

Less : Depreciation 131.63 129.48

Profit before Tax 213.07 253.93

Less : Provision for Tax 99.00 95.00

Less/(Add): Deferred Tax (10.73) (0.30) Liability/ (Assets)

(Add) : Excess provision of tax - (9.15) relating to earlier years

Profit after Tax 124.80 168.38

Balance brought forward from 357.74 237.62 previous year

Surplus available for appropriation 482.54 406.00

Appropriations:

Proposed Dividend - 30.14

Corporate Dividend Tax - 5.12

Transfer to General Reserve - 13.00

Balance carried to Balance Sheet 482.54 357.74

2. DIVIDEND:

In view of modernisation and expansion of the existing facility of manufacturing Sterile Injectables and to conserve the resources for general corporate purposes including working capital requirements of the Company, your Directors have not recommended any dividend for the year under review ended 31st March, 2014 against dividend of Rs.2.00 per Equity Share for previous year 2012-13.

3. OPERATIONS:

The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles is increased by 20% from Rs.5602.95 lacs of the previous year 2012-13 to Rs. 6731.37 lacs for the year 2013-14. The facility was inspected by Food and Drug Control Administration (FDCA), Gandhinagar in April, 2012 for the renewal of its World Health Organization-Good Manufacturing Practices (WHO-GMP) certification and manufacturing license renewal which was satisfactorily completed. The Company''s manufacturing license is valid till December 2017. During 2012-13, the export market was explored in more detail and I.V. products in plastic bottles were exported to new destinations. Further efforts are underway for increasing exports to various countries.

The manufacturing costs have been largely controlled for 2011-12 except for the freight cost which has recorded a significant increase due to higher sales and due to further increase in cost of diesel.

4. NEW PROJECTS:

The Management has envisaged an increased demand for various I. V. fluids in India for the future considering the development of health related instrument and steady population increase.

The Company is expanding its existing facilities of manufacturing Intravenous Fluids. It has identified a new process of manufacturing plastic bottles. The Bottles will be manufactured through single stage Injection Stretch Blow moulding technology as compared to technologies used at present i.e. Blow Fill Seal (BFS) and Form Fill and Seal (FFS).

This product has a distinct advantage over the existing FFS technology. It is more compact, more transparent and the fluids can be sterilized up to 121 Degree centigrade, which is recommended by EMEA also. It has a stopper attached to it, so there are less leakages and superior quality as compared to FFS. Hence, the Company is raised resources by way of project term loan as well as from promoter and existing shareholders'' contribution by way of Rights Issue aggregating up to Rs. 34.50 Crores.

The Company plans to increase its mfg. capacity for plastic bottles during 2014-15 & steps are being taken for implementation of the same. The Company plans to register its products in various countries for increasing its exports.

5. INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company has been increased to Rs.1100 lacs divided into 1,10,00,000 Equity of Rs.10/- each upon passing of resolutions in the Extra Ordinary General Meeting held on 8th October, 2013.

6. BONUS EQUITY SHARES:

The Company, after obtaining necessary approvals, have allotted 15,06,966 Bonus Equity Shares of Rs.10/- each on 21st October, 2013, to the shareholders in the ratio of 1:1, after complying guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009. The post Bonus Equity Shares the paid up Equity Share Capital of the Company stood at Rs.3.01 Crores.

7. LISTING:

The Equity Shares of the Company were listed w.e.f. 21st February, 2014 at BSE Limited under Direct Listing norms. The Equity Shares of the Company continued to be listed on Ahmedabad Stock Exchange Limited.

8. RIGHTS ISSUE OF EQUITY SHARES:

With a view to part finance the project cost of projects of modernisation and expansion, the Company came out with Rights Issue of 60,27,864 Equity Shares of Rs.10/- each for cash at a price of Rs.13/ - per Equity Share (including a premium of Rs.3/- per Equity Share) for an amount aggregating to Rs. 783.62 lacs in the ratio of 2:1 in accordance with the provisions of SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009, the Companies Act, 1956 / 2013 as may be applicable from time to time, its rules, regulations and guidelines made there under. The issue was oversubscribed by 1.43 times.

The allotment of Rights Equity Shares was made on 30th May, 2014. The post Rights Issue, the paid up Equity Share Capital of the Company stood at Rs.9.04 Crores divided into 90,41,796 Equity Shares of Rs.10/- each.

9. DIRECTORS:

9.1 The Board regret to inform the death of Mr. Chinubhai N. Munshaw, Director of the Company on 22nd January, 2014. Dr. Gauri S. Trivedi was appointed as Independent Director w.e.f. 27th January, 2014. One of your Directors, Mr. Priyavadan C. Randeria resigned from the office of the Director w.e.f. 22nd March, 2014.

9.2 Dr. Gauri S. Trivedi, Dr. Gaurang K. Dalal and Mr. Janak G. Nanavaty, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013. Ms. Anar H. Patel, retires by rotation at this Annual General Meeting, being eligible offers herself for reappointment. Dr. Himanshu C. Patel has been reappointed as Managing Director of the Company.

10. 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 Profits of the Company for that 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.

11. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Dr. Gaurang K. Dalal Chairman

2. Mr. Janak G. Nanavaty Member

3. Mr. Dinesh B. Patel Member

12. NOMINATION AND REMUNERATION COMMITTEE:

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

1. Mr. Janak G. Nanavaty Chairman

2. Dr. Gaurang K. Dalal Member

3. Dr. Gauri S. Trivedi Member

13. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board of Directors have constituted Stakeholders'' Relationship Committee consisting of the following:

1. Dr. Himanshu C. Patel Chairman

2. Ms. Anar H. Patel Member

14. INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

15. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act. 1956 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad which is attached to the Directors'' Report.

16. 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.

17. FIXED DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

18. AUDITORS:

The present Auditors of the Company M/s. Shah & Shah 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.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the year under review are annexed to this Report and forms part of this Annual Report.

20. CORPORATE GOVERNANCE REPORT:

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 Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

21. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE051G01012.

22. FINANCE:

22.1 The Company''s Income-tax Assessment has been completed up to the Assessment Year 2010-11 and Sales tax Assessment is completed up to the Financial Year 2009-10.

22.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Axis Bank Limited and Bank of India. The Company is regular in payment of interest and principal.

23. GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.

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

(a) Energy Conservation Measures Taken:

The Company has switched over to bio-fuels use as fuel for its boiler instead of lignite and this has resulted in improved efficiency of the boiler and also reduced the fuel cost. A new bottle washing machine was installed due to which the Company was able to reduce the water consumption. The Company has insulated various storage vessels, steam pipe lines and other tanks so as to reduce heat losses.

(b) Additional Investment and Proposals for reduction of Consumption of Energy:

The Company is planning to install special servo motors for reducing electricity consumption.

(c) Impact of the above measures:

The measures taken above will help in considerable saving in cost per unit of energy.

(d) Total Energy consumption and Energy consumption per unit of production:

Total energy consumption and energy consumption per unit of production as per From A prescribed in The Rules is at Annexure-I to this report.

25. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the Company''s website. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

26. 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, Dinesh B. Patel Chairman

Place : Ahmedabad Date : 29th July, 2014