Directors Report of Pharmaids Pharmaceuticals Ltd.

Mar 31, 2013

To The Members of M/s Pharmaids Pharmaceuticals Limited

The Directors are pleased to present herewith the 24th Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS AND OPERATIONS:

1. FINANCIAL RESULTS ( Rs. in Lakhs)

PARTICULARS 2012-13 2011-12

Sales 127.45 123.52

Other Income 4.51 0.15

Total Income 131.96 123.68

Total expenses other than interest 120.72 113.83

Profit before Depreciation 11.24 9.85

Less : Depreciation 7.34 7.58

Deffered Tax 1.21 1.42

Profit (loss) for the year 5.11 3.69

Add : Profit b/f from earlier years (134.44) (138.13)

Profit/ Loss carried to Balance sheet 129.34 (134.44)

The Operational performance of the Company is discussed in detail under Management Discussion and Analysis Report.

2. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of s e c t i o n 5 8 A of the Companies Act, 1956 and there are no outstanding deposits as on 31st March, 2013.

3. OUTLOOK FOR THE CURRENT YEAR:

The Company is taking adequate steps to strengthen the marketing department with a v i e w t o l a u n c h new products and is in the process of searching new avenues for marketing the same.

4. STATUTORY DISCLOSURES:

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo: Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure.

5. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Articles of A s s o c i a t i o n o f the Company Sri. Mahendra K. Ranka and Subhash Lalwani, Directors retire by rotation a n d b e i n g eligible offer themselves for re-appointment.

6. AUDITORS:

The Company has received a notice under section 225 of the Companies Act, 1956 from a member proposing for the appointment of M/s. Rakesh S Jain & Associates, Chartered Accountants, Hyderabad as Statutory Auditors in place of M/s. Laxminiwas & Jain, Chartered Accountants, Hyderabad the retiring auditors and who upon their appointment shall hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General

S. No. Auditors Observations Directors Clarification

Non confirmation/reconciliation balance Letters have been sent to all shown Sundry debtors, sundry creditors, Un-secured Loans, Loans and Advances,

The Company is generally regular in The Company is taking steps to depositing with appropriate authorities deposit the service tax and is undisputed statutory dues including the process of registration with provident fund, employees state insurance, income tax, wealth tax, sales tax, customs duty, wealth tax, sales tax,

10. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the

a. That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently a n d m a d e judgments and estimates that were reasonable and prudent so as to give a true and fair v i e w o f t h e state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c. That 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 safe guarding t h e a s s e t s o f the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2013 o n a '' g o i n g concern basis.

11. DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32 : The Cash Flow Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A : The Companies shares are listed on the Bombay Stock Exchange Ltd. It is further informed that the Annual Listing Fees to the Stock Exchange is paid up to 2013-14.

12. CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor''s Certificate on its compliance is attached to this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

17. ACKNOWLEDGMENTS:

Your Directors wish to express their appreciation for the co-operation and continued support received from all concern, Your Director''s also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees a n d

By Order of the Board

Place : Hyderbad Sd/-

Date : 15-07-2013 (Dr.Ghisulal Jain)

Chairman& Managing Director

---

Mar 31, 2012

To The Members of M/s Pharmaids Pharmaceuticals Limited

The Directors are pleased to present herewith the 23rd Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS AND OPERATIONS:

The summarized financial results for the year ended 31* March 2012 as compared with the previous year are as under:

I.FINANCIAL RESULTS (Rs. in Lakhs)

PARTICULARS 2011-12 2010-11

Sales 123.52 78.40

Other Income 0.15 0.00

Total Income 123.68 78.40

Total expenses other than interest 110.15 83.08

Profit before Depreciation 9.35 (4.69)

Less: Depreciation 7.058 7.72

Less: Provision for Tax

Deffered Tax 1.42 1.37

Profit (loss) for the year 3.59 (11.80)

Less: Prior period adjustment 0 0.77

Add: Profit b/f from earlier years (138.13) (126.33)

Profit/ Loss carried to Balance sheet (134.44) (138.13)

The Operational performance of the Company is discussed in detail under Management Discussion and Analysis Report.

2. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act' 1956 and there are no outstanding deposits as on 31st March '2012.

3. OUTLOOKFORTHECURRENTYEAR:

The Company is taking adequate steps to strengthen the marketing department with a view to launch new products and is in the process of searching new avenues for marketing the same.

4. STATUTORY DISCLOSURES:

Conservation of Energy' Absorption' Foreign Exchange Earning and Outgo: Particulars pursuant to the provisions of section 217(1 )(e) of the Companies Act' 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules' 1988 are given in the Annexure A.

5. DIRECTORS:

In accordance with the requirements of the Companies Act' 1956 and the Articles of Association of the Company Sri. Uday Kumar Gadge and Sri .M. Sudheer Anand' Directors retire by rotation and being eligible offer themselves for re-appointment

6. AUDITORS:

M/s Laxminiwas and Jain' Chartered Accountants' retire at the ensuing Annual General Meeting and being eligible' have offered themselves for re-appointment

7. AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement the company has constituted an Audit Committee' which consists of Three Independent and Non Executive Directors of the company VI; SitM.Sudheer Anand' Sri.Mahendra K Ranka and Sri. G Uday Kumar. The Audit committee functions in terms of the role and powers delegated by the Board of Directors keeping in view of the Provisions of Clause 49 of Listing Agreement and Section 292A of the Companies Act 1956.

8. PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act' 1956 read with the Companies (Particulars of Employees) Rules' 1975 as amended.

9. EXPLANATION TO AUDITORS OBSERVATION:

The observations made by the Auditors in their report referring to the notes forming part of the Accounts are self-explanatory to the extent necessary and do not require any further elucidation.

SI. No. Auditors Obsevatjons Directors Clarification

1- Non confirmation/reconciliation of Letters have been sent to all balance shown Sundry debtors' Sundry parties for confirmation & reply is creditors' Un-secured Loans' Loans and awaited

Advances' the impact of which is unascertained

2- The Company is generally regular in The Company is taking steps to depositing with appropriate authorities deposit the service tax and is in undisputed statutory dues including the process of registration with provident fund investor educftion and authorities

protection fund' employees state insurance' income tax' wealth tax' sales tax' customs duty' cess and other Material statutory due applicable to it except Service ' (GTA)

10. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with sub-section (2AA) of section 217 of the Companies Act 1956' the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31 st March 2012' the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That 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 of the Company for the year under review.

c. That 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31 st March 2012 on a 'going concern basis.

11. DISCLOSUREASPERUSTINGAGREEMENT:

Clause 32 : The Cash Row Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report. Clause 43A: The Companies shares are listed on the Bombay Stock Exchange Ltd.' It is further informed that the Annual Listing Fees to the Stock Exchange is paid up to 2012-13.

12. CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor's Certificate on its compliance is attached to this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Separate Report of Management Discussion and Analysis as required under the Provisions of listing agreement attached to this report.

14. INDUSTRIAL RELATIONS:

Industrial relations continue to be cordial and the management places on record its appreciation for the devotion and commitment demonstrated at all times particularly during the critical times' which the company had to pass through.

15. HUMAN RESOURCES:

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively.

16. COMPLIANCE CERTIFICATE:

Company has taken initiative to appoint Qualified Company Secretary to comply with the provision of Section 383A of the companies Act' 1956 and Listing Agreement The efforts of the company were not fruitful' however company is availing the services from a Practicing Company Secretary. M/s. A.S. Ramkumar & Associates' Company Secretaries' confirming that the Company has complied with all the provisions of the Companies Act' 1956' copy of the same is annexed hereto.

17. ACKNOWLEDGMENTS:

Your Directors wish to express their appreciation for the cooperation and continued support received from all concern' Your Director's also take this opportunity to place on record their appreciation forthe dedicated services rendered by the executives' managers' officers' employees and workers forthe dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Place: Hyderbad Sd/-

Date: 21-08-2012 (Dr.GhisulalJain)

Chairman*

Managing Director

---

Mar 31, 2010

The Directors are pleased to present herewith the 21st Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31 st March 2010.

1. FINANCIAL RESULTS AND OPERATIONS:

The summarized financial results for the year ended 31st March 2010 as compared with the previous year are as under:



1. FINANCIAL RESULTS

(Rs.in Lakhs)

PARTICULARS 2009-10 2008-09

Profit before Depreciation (6.14) (4.05)

Less: Depreciation 7.72 8,04

Less: Provision for Tax 0.00 0.00

Deffered Tax 1.55 1.08

Fringe Benefit Tax 0.00 0.06

Profit/(loss) for the year (12,30) (10.95)

Less: Prior period adjustment 0.00 0.00

Add: Profit b/f from earlier years (113.96) (103.01)

Profit/Loss carried to Balance Sheet (126.33) (113.96)

The Operational performance of the Company is discussed in detail under Management Discussion and Analysis Report.

2. DIVIDEND:

Your Directors consider it prudent to conserve the resources of the Company to sustain its future growth and as such have not recommended any dividend for the year.

3. PUBLIC DEPOSITS;

The Company has not accepted any fixed deposits from the public within the meaning,of section 58A of the Companies Act, 1956 and there are no outstanding deposits as on 31st March, 2010

4. OUTLOOK FOR THE CURRENT YEAR:

The Company is taking adequate steps to strengthen the marketing department with a view to launch new products and is in the process of searching new avenues for marketing the same.

5. STATUTORY DISCLOSURES:

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Particulars pursuant to the provisions of section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure - A.

6. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Sri. Hasmukh Jain and Sri. M Sudheer Anand, Directors retire by rotation and being eligible offer themselves for re-appointment.

7. AUDITORS:

M/s Lakshminivas and Jain, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

8. AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement, the company has constituted an Audit Committee, which consists of Three Independent and Non Executive Directors of the company Viz Sri.M.Sudheer Anand, Sri.Mahendra K Ranka and Mr. Hasmukh Jain. The Audit committee functions in terms of the role and powers delegated by the Board of Directors keeping in view of the Provisions of Clause 49 of Listing Agreement and Section 292A of the Companies Act 1956.

9. PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. EXPLANATION TO AUDITORS OBSERVATON:

The observations made by the Auditors in their report referring to the notes forming part of the Accounts are self-explanatory to the extent necessary and do not require any further elucidation.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That 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 of the Company for the year under review.

c. That 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 (or safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31" March 2010 on a going concern basis.

12. DISCLOSURE AS PER LISTING AGREEMENT :

Clause 32

The cash Flow Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A

The Companies shares are listed on the Bombay Stock Exchange Ltd., It is further informed that the Annual Listing Fees to the Stock Exchange is paid upto 2010-11.

13. CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditors Certificate on its compliance is attached to this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A.Separate Report of Management Discussion and Analysis as required under the Provisions of listing agreement attached to this report.

15. INDUSTRIAL RELATIONS:

Industrial relations continue to be cordial and the management places on record its appreciation for the devotion and commitment demonstrated at all times particularly during the critical times, which the company had to pass through.

16. HUMAN RESOURCES:

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively.

17. COMPLIANCE CERTIFICATE:

Company has taken initiative to appoint Qualified Company Secretary to comply with the provision of Section 383A of the companies Act, 1956 and Listing Agreement. The efforts of the company were not fruitful, however company is availing the services from a Practicing Company Secretary.

18. ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Central Bank of India, the Companys Bankers. Your Directors also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Sd/- Place: Hyderbad (Dr.Ghisulal Jain)

Date: 0109.2010 Chairman& Managing Director

---

Mar 31, 2009

The Directors hereby present their Twentieth Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31" March, 2009.

1. FINANCIAL RESULTS (Rs.In lacs)

PARTICULARS 2008-09 2007-08

Profit before Depreciation (4.05) (1275)

Less: Depreciation 8.04 9.66

Less : Provision for Tax

Current 0.00

Deferred Tax 1.08 3.44

Fringe Benefit Tax 0.06 0.09

Profit / (Loss) for the year (10.95) (19.07)

Less: Prior period adjustment 0.00 0.00

Add: Profit b/f from earlier years (103.01) (83.93)

Loss carried to Balance Sheet (113.96) (103.01)

2. OPERATIONS:

Your directors are pleasure to inform you that the companys direction towards modernization and implementation of WHO GMP is in completion stage. As the over burdenon company the Central Government policy of excise duty, the company is planning to produce the material through excise free zone. In this regard the first step towards getting the material through job works and contract basis.

3. RESERVES :

The Company has not transfered any amount to reserves during the financial under review.

4. PUBLIC DEPOSITS:

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March 2009

5. OUTLOOK FOR THE CURRENT YEAR

The Company is looking for the new market with new product. In this regard your companyis and its under process to in Strenghteing the marketing department.

STATUTORY DISCLOSURES

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNNINGS AND OUTGO :

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and form part of the report.

7. AUDITORS:

M/s. Lakshminiwas & Jain, Chartered Accountants are Auditors of the company who retires at the ensuing Annual General Meeting and are eligible for re-appointment.

8. DIRECTORS:

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri Hasmukh Jain and Shri M. Sudheer Anami retires by rotation and being eligible, offer themselves for re-appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA> of the Companies Act, 1956, the directors, based on the representations received from the operating management, confirm that:

a. in the preparation of the Annual Accounts for the Financial year ended 31st March, 2009, the applicable accounting standards had been followed along with the proper explanation relating to material departures:

b. the Directors had selected such accounting policies and applied them consistently and made judgements 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 & loss of the Company for the year ended under review.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d. the directors had prepared the annual accounts of the company for the financial year ended 31st March 2009 on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

During the year, no employee of the company was in receipt of remuneration exceeding the sum prescribed under sec. 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the companies (particulars of employees) Rules, 1975 does not arise.

11. EXPLANATION TO AUDITORS OBSERVATIONS:

The observations made by the Auditors in their report referring to the notes forming part of the Accounts are self-explanatory to the extent necessary and do not require any further elucidation.

12. DISCLOSURE AS PER LISTING AGREEMENT: Clause 32

The Cash Flow Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A

The Companies shares are listed on the Hyderabad Stock Exchange Ltd., and Bombay Stock Exchange

Ltd., It is further informed that the Annual Listing Fees to all the Stock exchange is paid upto

2009-10.

13. CORPORATE GOVERNANCE

Your company has consistently adopted high standards of Corporate Governance. The code of conduct for the board and the senior management was adopted by the company. Your company is fully compliant with the latest guidelines.

14. DIVIDEND :

In order to conserve funds for long term purposes, your Directors do not proposed any dividend for the financial year 2008-09.

15. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

16. SEGMENT WISE PERFORMANCE

Company operates only one segment i.e. Production and Marketing of Pharmaceutical Formulations.

17. INDUSTRIAL RELATIONS

Industrial relations continue to be cordial and the management places on record it, appreciate (or the devotion and commitment demonstrated at all times particularly during the critical times, which the company had to pass through.

18. HUMAN RESOURCE:

The Board of Director would like to place on record its deep appreciation to all the employees for their dedicated servicess to the company. Our organizational culture and work environnentis central to our ability to complete effectively.

19. Compliance Certificate

Company has taken initiative to appoint Qualified Company Secretary to comply with the provision of Section 383 of the companies Act, Listing Agreement. The efforts of the company was not fruitful, . however company is availing the services from Practicing Company Secretary.

21. ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff, Clients, the Central & State Governments, Bankers, Institution for their -Continued support and as well as co-operation with the Company.

By order of the Board

For PHARMAIDS PHARMACEUTICALS LTD.,

Sd/-

Place: Hyderabad (DR.GHISULAL JAIN)

Date : 01-09-2009 Chairman & Managing Director