Directors Report of Kappac Pharma Ltd.

Mar 31, 2014

Dear Members,

The Directors here by present the 33rd Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 831428.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

BOARD OF DIRECTORS:

MR. ANAND TRIVEDI Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

MR. HARLEEN SINGH KATHURIA and MR. VIRAL KAPADIA Director of the Company who was appointed as a Director whose office liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company to hold office for a period of 5 (five) consecutive years for a term from the conclusion of this 33rd Annual General Meeting up to the conclusion of the 38th Annual General Meeting.

MR. SHANKAR BHAGAT was ceased to as Director of the company with effect from 10.01.2014 due to resignation.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(l)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out any manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

LISTING INFORMATION

The equity shares of the Company are listed on BSE Limited. The Shares of the Company are also permitted to be traded on the BSE.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

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

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

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, KAPPAC PHARMA LIMITED

PLACE: MUMBAI DATE: 25.08.2014

(ANAND TRIVEDI) CHAIRMAN

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Mar 31, 2010

The directors have pleasure in presenting the Annual Report together with the Audited Annual Accounts for the year ended on 31st March 2010.

(Rs In Lacs)

Financial Results 2009-2010 2008-2009

Total Income 0.00 197.68

Net Profit/ Loss Before Depreciation & Tax (1.33) 0.04

Less : Depreciation 0.00 0.00

Net Profit/(Loss) Before Tax (1.33) 0.04

Less :Provision For Taxation (0.02) 0.00

Net Profit/(Loss) After Tax (1.33) 0.04

(1) Operations

Your directors inform that the company has incurred Loss of Rs 1.33 Lakh during the year. The company is confident to achieve higher sales in the coming years. Your Directors do not recommend dividend for the year to strengthen the position of the company.

(2) Directors

Mr.Anand Trivedi , Director will retire at the annual general meeting of the company, and being eligible, offer themselves for re-appointment. Mr. Harleen Singh Kathuria was appointed as additional director of the company w.e.f 29.03.2010 under section 260 of the companies act,1956 and is hereby regularised in the Annual General Meeting.

(3) Auditors

M/s. Arvind A. Thakkar & Co., Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and re appointed as Auditors of the Company and hold office from the Annual General Meeting to Next Annual General Meeting.

The Statutory Auditors of the Company have submitted auditor’s report on the accounts of the Company for the accounting year ended 31st March, 2010 which is self-explanatory and needs no comments.

(4) Fixed Deposits

The Company has not accepted any Public Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

(5) Employees:

There were no employees coming within the ambit of section 217(2A) of the Companies Act,1956.

(6) Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgoings:

Since the company is not engaged in any manufacturing activities, furnishing of details of conservation of energy & technology absorption are not applicable.

Foreign Earning : Nil Foreign Outgoing : Nil

(7) Directors Responsibility Statement:

As required under sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

(i) That in preparation of the Annual accounts, the applicable accounting standards had been followed.

(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 affairs of the Company at the end of the financial year and of the financial year and of the loss of the Company for the year.

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

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

(8) Acknowledgements.

The Directors place on record their appreciation of continued support, Co-operation, assistance during the year by suppliers, customers, banks and staff members & look forward for their continued support in future.

BY ORDER OF THE BOARD OF DIRECTORS, FOR, KAPPAC PHARMA LIMITED

Date : 03.09.2010

Place: Mumbai. Sd/-

Director

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Mar 31, 2009

The directors have pleasure in presenting the Annual Report together with the Audited Annual Accounts for the year ended on 31st March 2009.

Financial Results

(Rs In Lacs) 2008-2009 2007-2008

Total Income 197.68 61.59

Net Loss Before Depreciation & Tax 0.04 (20.78)

Less: Depreciation 0.00 7.79

Net Profit/(Loss) Before Tax 0.04 (28.57)

Less Provision For Taxation 0.00 0

Net Profit/(Loss) After Tax 0.04 (28.57)

(1) Operations

Your directors have great pleasure to inform that the company has achieved turnover of Rs.197.68 Lacs during the year and incurred Net profit after tax of Rs.0.04 Lacs. The company is confident to achieve higher sales in the coming years. Your Directors do not recommend dividend for the year to strengthen the position of the company.

(2) Directors

Mr. Nilesh T. Kava, resigned as Director of the Company and served the company till 15thApril, 2009. Mr. Shankar Prasad Bhagat, Director will retire at the forthcoming annual general meeting of the company, and being eligible, offer themselves for re-appointment.

(3) Auditors

M/s. Arvind A. Thakkar & Co., Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and re appointed as Auditors of the Company and hold office from the Annua! General Meeting to Next Annual General Meeting.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2009 which is self-explanatory and needs no comments.

(4) Fixed Deposits

The Company has not accepted any Public Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

(5) Employees

There were no employees coming within the ambit of section 217(2A) of the Companies Act, 1956.

(6) Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgoings.

Since the company is not engaged in any manufacturing activities, furnishing of details of conservation of energy & technology absorption are not applicable.

Foreign Earning : Nil Foreign Outgoing : Nil

(7) Directors Responsibility Statement

As required under sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

(i) That in preparation of the Annual accounts, the applicable accounting standards had been followed.

(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 affairs of the Company at the end of the financial year and of the financial year and of the loss of the Company for the year.

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

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

(8) Increase in the Authorised Share Capital

Increase of Authorised Capital from Rs.2,00.00.000 to Rs.4.00,00.000 During the year the Company had vide resolution passed by the members at their Extra Ordinary General Meeting dated 18th May, 2009, increased the Authorised Share Capital of the Company to Rs.4,00,00,000 Consisting of 40,00,000 Equity Shares of Rs.10/- each.

Increase of Authorised Capital from Rs.4.00.00.000 to Rs.24.00.00.000 The Board of Directors in their meeting dated 25th August,20Q9 proposed to increase the Authorised Share Capital of the Company to Rs.24,00,00,000/- consisting of 2,40,00,000 equity shares of Rs.10/- each. The proposal will be placed before the member for their approval in Annual General Meeting.

(9) Preferential Issue of Convertible Equity Warrants Preferential Issue of 30.00.000 Convertible Equity Warrants:

In order to expand the business of the company, to strengthen the equity base and to make the net worth of the company positive, Board of Directors of the Company decided to Issue Convertible Equity Warrants on preferential Base under the provisions of Chapter XIII of the SEBI (Disclosure and Investor Protection Guidelines),2000 (and all subsequent amendments thereof) and Section 81 (1A) of the Companies Act, 1956.

The approval of the Members for this purpose was taken vide their Extra Ordinary General Meeting dated18th May,2009 and thereby the Company issued, offered and allotted 30,00,000 Convertible warrants to be converted into 30,00,000 Equity shares of Rs.10/- each within 18 months from their allotment.

An amount of Rs. 12.28 Per warrant has already been received by the company so far.

Preferential Issue of 2,00.00.000 Convertible Equity Warrants:

In order to expand the business of the company in research and development activities and to fulfill the requirement of the normal working capital, Board of Directors of the Company decided to Issue Convertible Equity Warrants on preferential Base under the provisions ofChapter XIII of the SEBI (Disclosure and Investor Protection Guidelines),2000 (and all subsequent amendments thereof) and Section 81 (1 A) of the Companies Act, 1956.

This proposal will be placed before the members for approval in this Annual General Meeting.

(10) Acknowledgements.

The Directors place on record their appreciation of continued support, Co-operation, assistance during the year by suppliers, customers, banks and staff members & look forward for their continued support in future.

BY ORDER OF THE BOARD OF DIRECTORS, FOR, KAPPAC PHARMA LIMITED

Date : 25.08.2009

Place:Mumbai

CHAIRMAN