Directors Report of Relic Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Rs. in lacs

Particulars" 2014-2015 2013-14

Gross Income 95.38 75.01

Profit Before Interest and 27.14 29.88

Depreciation

Finance Charges - -

Gross Profit 27.14 29.88

Provision for Depreciation 13.57 9.77

Net Profit Before Tax 13.57 20.11

Provision for Tax 9.33 -1.67

Net Profit After Tax 4.24 -3.24

Balance of Profit brought forward 30.86 34.10

from previous year

Balance available for appropriation 4.24 -3.24

Proposed Dividend on Equity 0 0

Shares

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 35.10 30.86

2. Brief description of the Company's working during the vear/State of Company's affair

There is No other Division of the Company. Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has Net Profit of Rs 4.24 lacs.

3. Change in the nature of business

There is no change in nature of business.

4. Dividend

No Dividend is recommended during this year as there is insufficient profit.

5. Reserves

Board proposes not to carry any reserves.

6. Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares during the financial year 2014-2015.

ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any shares during the financial year 2014-2015.

7. Directors and Key Managerial Personnel

Mr. Mukesh Jugaldas Desai and Mrs. Niti Baiioo Raval, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Mrs. Niti Baijoo Raval, have been appointed as a CFO. Shri S S Upadhyaya Director expired.

8. Particulars of Employees

There was no employee whose remuneration was in excess of the limits prescribed under section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

9. Meetings

The following Meetings of the Board of Directors were held during the Financial Year 2014-15:

S Date of Meeting Board Strength No. of Directors N Present

1 30th April 2014 4 2

2 29th May, 2014 4 2

3 24th June 2014 5 2

4 28th July 2014 5 2

5 5th November 2014 5 2

6 5th February 2015 5 2

The following Meetings of the Audit Committee were held during the Financial Year 2014-15:

S Date of Meeting Board Strength No. of Directors N Present

1 29th May, 2014 2 2

2 28th July 2014 2 2

3 5th November 2014 2 2

4 5th February 2015 2 2

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure VI.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

12. Remuneration Policy

The Board has, on the recommendation of the Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

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

Shri Baijoo Raval's annual salary Rs. 4,20,000/-(Rupees four lakhs twenty thousand only)

Mrs. Niti Baijoo Raval's annual salary Rs. 2,40,000/-(Rupees two lakhs forty thousand only)

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

Mrs. Niti Raval have been appointed as CFO of the Company

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report. --- Not Applicable-----

D) The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement: —

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors; No other directors are paid any commission

(ii) Details of fixed component and performance linked incentives along with the performance criteria; No incentives are paid

(iii) Service contracts, notice period, severance fees; Not Applicable

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. Not applicable

13. Details of Subsidiary

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-V [Performance and financial position of subsidiary included in the consolidated financial statement]

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

14. Auditors:

The Auditors, M/s S. K. Bajaj & Associates, Chartered Accountants, Mumbai, (Firm Registration No. 110817) retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of five years from the conclusion of this Annual General Meeting till the conclusion of 2018-2019 Annual General Meeting.

15.Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. VKM & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

In response to Company Secretary remarks in Secretarial Report for the year ended 31st March 2015, we have to inform the members as under:

1 We are in the process of appointing Internal Auditor as per Companies Act 2013 in current year

2 We have appointed Company Secretary

3 We are in process of depositing Provident fund amount.

4 we are pursuing the matter in all the cases

5 From this year we will advertise the results in the prescribed news papers.

17.Internal Audit & Controls

The Company is in process of appointing Internal Auditor 18.Issue of employee stock options

The Company did not issue employee stock options this year.

The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Particulars

Approval NA

Options granted NA

Options vested NA

Options exercised NA

Total number of shares arising out of exercise NA of options

Options forfeited/lapsed/cancelled NA

Variations of terms of options NA

Money realized by exercise of options NA

Total number of options in force NA

Notes: -

1. Details of options granted during the fiscal 2012 to: 2015

Particulars

(a) Directors and key managerial personnel Nil

2 ----

3. ----

(b) Any other employee who received a grant in any one Nil year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees)

(c) Identified employees who are granted options, Nil during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and ml conversions) of the Company at the time of grant

19. Viail Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

20. Risk management policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Audit facilitates the execution of Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Asset Liability and Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.

21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE :

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment Committee, to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2014-2015.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no such changes or commitments occurred, affecting the financial position of the Company between the end of the financial year (i.e. 31.03.2015) and the date of this report.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

25. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The has an Internal Audit Charter specifying mission, scope of work, independence, accountability and authority of Internal Audit Department.

26. Deposits:

The Company has not accepted any public deposits during the financial year 2014-2015.

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; NA

(b) remained unpaid or unclaimed as at the end of the year; NA

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- NA

(I) at the beginning of the year; NA

(ii) maximum during the year; NA

(iii) at the end of the year; NA

The details of deposits which are not in compliance with the requirements of Chapter V of the Act; NA

27. Particulars of loans, guarantees or investments under section 186 Details of Loans:

SL Date of Details of Amount Purpose for Time Date No making Borrower which the period of BR loan loan is to for be utilized which by the it is recipient given

SL Date of Rate of Security No SR (if Interest reqd.)

No loans were made by the Company during the Year Details of Investments:-

SL Date of Details of Amount Purpose for which the No investment proceeds from investment is proposed to be utilized by the recipient

SL Date of BR Date of SR (if reqd) Expected rate of return No

No Investments were made by the Company during the Year Details of Guarantee / Security Provided:

SL Date of Details Amount Purpose for No providing of which the security/guarant recipient security/guarant ee ee is proposed to be utilized by the recipient

SL Date of Date of Commission No BR SR (if any)

During the year the company has not provided any guarantee or security

28. Particulars of contracts or arrangements with related parties:

The Company has not transacted any contracts or arrangement with related parties during the financial year 2014-15. Therefore there is NO Related Party Transaction during the year.

29. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

30. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015. Attached herewith

31.Statutory Disclosures

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement. NOT APPLICABLE

32. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

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

Being a share broking company and not involved in any industrial or manufacturing activities, the Company's activities involve very low energy consumption and has no particulars to report regarding conversion of energy and technology absorption. However, efforts are made to further reduce energy consumption.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy Not Applicable

(I) the steps taken or impact on conservation of - energy

(ii) the steps taken by the company for utilizing - alternate sources of energy

(iii) the capital investment on energy conservation - equipment's

(b) Technology absorption Not Applicable

(I) the efforts made towards technology absorption -

(ii) the benefits derived like product improvement, - cost reduction, product development or import substitution

(iii) in case of imported technology (imported during -the last three years reckoned from the beginning of the financial year ) -

(a) the details of technology imported -

(b) the year of import; -

(c) whether the technology been fully absorbed -

(d) if not fully absorbed, areas where absorption - has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and - Development

(c) Foreign exchange earnings and Outgo

Foreign Exchange earnings: Nil Out go: Nil

34. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made. NOT APPLICABLE

35. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

36. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) they have prepared the annual accounts on a going concern basis; and

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

38. Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to ASE and BSE where the Company's Shares are listed.

39. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

RELIC TECHNOLOGIES LIMITED

BAIJOO MADHUSUDAN RAVAL Hemant K Choksey Director Director (DIN No. 00429398) (DIN No. 00396961)

Place: Mumbai Date: 29th July 2015

---

Mar 31, 2014

The Members,

The Directors present their 23rd Annual Report with Audited Statement of Accounts for the year ended on March 31,2014

Rs. In Lacs

YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013

TOTAL INCOME 75.01 71.68

PROFIT/LOSS BEFORE DEP. & TAX 26.49 19.45

DEPRECIATION 9.77 10.43

PROFIT/LOSS AFTER DEP. 16.72 9.02

EXCEPTIONAL ITEM LOSS (21.64)

PROVISION FOR TAX 0.67 3.82

SHORT / EXCESS PROVISION FOR I.T. LAST 1.27 ---

YEAR

DIFFERED TAX LIABILITIES 1.08 (0.86)

PROFIT/LOSS AFTER TAX (3.24) 6.06

BAL. BROUGHT FORWARD 34.10 28.04

BAL AVAILABLE FOR APPROPRIATION 30.86 34.10

TRANSFERRED TO GEN.RESERVE --- ---

DEFERRED TAX OF EARLIAR YEAR

BAL. CARRIED TO BALANCE SHEET 30.86 34.10

OPERATIONS

Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has net loss of Rs 3.24 lacs During the year Company''s employee defrauded Company to the extent of Rs 21.64 lacs.

DIRECTORS

Company expresses their deep condolences at the untimely and sad demise of Mr.Madhusudan Mohanlal Raval, Chairman of the Company on 8.4.2014 and may his soul rest in peace. .In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Baijoo Raval and Shri Hemant K Choksey retire by rotation at the ensuing Annual General Meeting. They are eligible for re-appointment. The Board recommends for re appointments. Smt Niti B Raval has been appointed as Additional Director on 25th June 2014. Board recommended to appoint her as Director of the Company

Directors'' Responsibility Statement

Pursuant to the requirement under 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 accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures:

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

(iii) That the Directors have taken proper and sufficient care for the maintenance 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 have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis:

DEPOSITS

The Company does not have any overdue and/or unclaimed deposits.

AUDITORS

The Auditors M/s S K Bajaj & Associates, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting. They are eligible for re- appointment.

CORPORATE GOVERNANCE

Company has implemented Corporate Governance and report there on is given in this Annual Report.

PARTICULARS OF EMPLOYEE

The information required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of expenses) Rules 1975, not applicable.

COMPLIANCE CERTIFICATE

Company has obtained Compliance Certificate from Practicing Company Secretary for the year ended 31st March 2014

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Particulars under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE

There is no inflow and outflow of Rs nil of Foreign Exchange.

LISTING OF SHARES

Equity Shares are listed on BSE and Ahmedabad Stock Exchange. Listing fees of BSE and Stock Exchange Ahmedabad are paid.

SUBSIDIARY COMPANY

The Audited Statement of accounts of RELIC PHARMA LIMITED, together with the reports of the Directors and Auditors for the year ended March 31, 2014, as required under section 212 of the Companies Act, 1956 is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients, SEBI, NSE, BSE and the Staff of the Company for extending their continued support during the year.

For and on behalf of the Board

BAIJOO M. RAVAL HEMANT CHOKSEY Director Director

Place: Mumbai Date: 25th June 2014

---

Mar 31, 2011

The Members,

The Directors present their 20th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2011

Rs. In Lacs

YEAR ENDED YEAR ENDED 31-03-2011 31-03-2010

TOTAL INCOME 72.21 76.85

PROFIT/LOSS BEFORE DEP. & TAX 4.09 17.95

DEPRECIATION 9.64 9.61

PROFIT/LOSS AFTER DEP. (5.55) 8.34

PROVISION FOR TAX - 0.37

SHORT / EXCESS PROVISION FOR I.T. LAST 0.77 0.00 YEAR

DIFFERED TAX LIABILITIES (0.17) (0.22)

PROFIT/LOSS AFTER TAX (6.15) 8.19

BAL. BROUGHT FORWARD 32.59 24.39

BAL AVAILABLE FOR APPROPRIATION 26.44 32.58

TRANSFERRED TO GEN. RESERVE 0 -

DEFERRED TAX OF EARLIAR YEAR 0

BAL. CARRIED TO BALANCE SHEET 26.44 32.58

OPERATIONS

Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has incurred net loss of Rs 6.15 lacs.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Baijoo Raval and Shri Hemant Choksey retire by rotation at the ensuing Annual General Meeting. They are eligible for re-appointment. The Board recommends for re appointments.

Directors' Responsibility Statement

Pursuant to the requirement under 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 accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures:

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

(iii) That the Directors have taken proper and sufficient care for the maintenance 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 have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis:

DEPOSITS

The Company does not have any overdue and/or unclaimed deposits.

AUDITORS

The Auditors M/s S K Bajaj & Associates, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting. They are eligible for re- appointment.

CORPORATE GOVERNANCE

Company has implemented Corporate Governance and report there on is given in this Annual Report.

PARTICULARS OF EMPLOYEE

The information required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of expenses) Rules 1975, not applicable.

COMPLIANCE CERTIFICATE

Company has obtained Compliance Certificate from Practicing Company Secretary for the year ended 31st March 2011

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Particulars under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE

There is no inflow or outflow of Foreign Exchange.

LISTING OF SHARES

Equity Shares are listed on BSE and Ahmedabad Stock Exchange. Listing fees of BSE is paid.

SUBSIDIARY COMPANY

The Audited Statement of accounts of RELIC PHARMA LIMITED, together with the reports of the Directors and Auditors for the year ended March 31, 2011, as required under section 212 of the Companies Act, 1956 are attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients, SEBI, NSE, BSE and the Staff of the Company for extending their continued support during the year.

For and on behalf of the Board

M.M.Raval Chairman

Place: Mumbai Date : 18th August 2011

---

Mar 31, 2010

The Directors present their 19th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2010.

Rs. In Lacs

YEAR ENDED YEAR ENDED 31-03-2010 31-03-2009

TOTAL INCOME 76.85 83.80

PROFIT/LOSS BEFORE DEP. & TAX 17.95 (04.76)

DEPRECIATION 9.61 8.72

PROFIT/LOSS AFTER DEP. 8.34 (13.48)

PROVISION FOR TAX 0.37 0.31

SHORT / EXCESS PROVISION FOR IT. LAST 00 1.88 YEAR

DIFFERED TAX LIABILITIES (0.22) 1.12

PROFIT/LOSS AFTER TAX 8.19 (10.79)

BAL BROUGHT FORWARD 24.39 35.18

BAL AVAILABLE FOR APPROPRIATION 32.58 24.39

TRANSFERRED TO GEN. RESERVE - -

DEFERRED TAX OF EARLIAR YEAR

BAL. CARRIED TO BALANCE SHEET 32.58 24.39



OPERATIONS

Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has incurred net profit of Rs 8.19 lacs.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Uday Raval and Shri S S Upadhyaya retire by rotation at the ensuing Annual General Meeting. They are eligible for re- appointment. The Board recommends for re appointments: Shri I D Joshi resigned as Director

Directors Responsibility Statement

Pursuant to the requirement under 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 accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures:

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

(iii) That the Directors have taken proper and sufficient care for the maintenance of the Companies Act, 1955 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis:

DEPOSITS

The Company does not have any overdue and/or unclaimed deposits.

AUDITORS

The Auditors M/s S K Bajaj & Associates, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting. They are eligible for re- appointment.

CORPORATE GOVERNANCE

Company has implemented Corporate Governance and report there on is given in this Annual Report.

PARTICULARS OF EMPLOYEE

The information required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of expenses) Rules 1975, not applicable.

COMPLIANCE CERTIFICATE

Company has obtained Compliance Certificate from Practicing Company Secretary for the year ended 31st March 2010

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Particulars under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE

There is no inflow or outflow of Foreign Exchange.

LISTING OF SHARES

Equity Shares are listed on BSE and Ahmedabad Stock Exchange. Listing fees of BSE is paid.

SUBSIDIARY COMPANY

The Audited Statement of accounts of RELIC PHARMA LIMITED, together with the reports of the Directors and Auditors for the year ended March 31, 2010, as required under section 212 of the Companies Act, 1956 are attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients, SEBI, NSE, BSE and the Staff of the Company for extending their continued support during the year.

For and on behalf of the Board

Place: Mumbai M.M.Raval

Date: 25th August 2010 Chairman