Directors Report of Welcure Drugs & Pharmaceuticals Ltd.

Mar 31, 2015

Dear Members,

The Board hereby presents the Twenty Third Annual Report to gether with Audited Financial Statements of the Company and Auditors Report for the year ended 31s1 March 2015 in terms of section 134(3) of Companies Act, 2013.

a) Extract of Annual Return

Extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 in form MGT-9 is annexed as Annexure-I.

b) Numbers of Meetings of The Board

The Details are given in Para2(c) of Corporate Governance Report.

c) Directors Responsibility Statement

Directors hereby state that:

1. In the preparation of annual accounts, the applicable accounting stan dards had been followed along with proper explanation relating to mate rial departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period:

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

4. The Directors had prepared the Annual Accounts on a going concern basis; and

5. 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; for ensuring the orderly and efficient conduct of business, including adherence to company's policies, the safeguarding its assets, prevention and detention of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

d) Statement of Declaration by Independent Directors (Section 149(6))

a) The Board of Directors of the Company is of the opinion that:

The independent directors are persons of integrity and possess relevant expertise and experience,

b) The independent directors have given a statement on declaration that

i) None of the independent directors is or was a promoter of the Company or its holding, subsidiary or associate company.

ii) None of the independent directors is related to promoters or directors in the company, its holding, subsidiary or associate company.

iii) None of the independent directors has or had any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

iv) None of the relatives of independent directors has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters or directors, amounting to two percent or more of its gross turnover or total income or Rupees Fifty Lakhs, during the two immediately preceding financial years or during the current financial year.

v) Neither any independent director nor his relatives:

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year; of:

i A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

ii Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(c) Holds together with his relatives two per cent or more of the total voting power of the company; or

(d) Is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company.

e) Nomination and Remuneration Committee and Stakeholders Relationship Committee(Section 178(1))

No remuneration has been paid or is being paid to any of the Directors or key Managerial Personnel during the financial year. Therefore no such committee meeting was held. The functions of Stakeholders Relationship Committee are combined and entrusted with Audit Committee.

f)Audit Observations

(i) By the Auditor in his Audit Report:

No Qualifications, reservations or adverse remarks or disclaimer was made by the auditor in his audit report.

(ii) By the Company Secretay in practise in his Secretarial Audit Report: No Qualifications, reservations or adverse remarks or disclaimer was made by the secretarial auditor in his audit report.

g) Loans, Guarantees & Investment

During the year under review, the company has not provided any loan, guar- antee or investment in terms of Section 186 of the Companies Act, 2013.

h) Related Party Transactions

No contract or arrangements with related parties were entered into by the Company, in terms of Section 188 of the Companies Act, 2013.

i) State of Company's Af fairs

The Company had a total income of Rs. 5.31 lacs (Previous Year Rs. 5.09 Lacs); and after deducting the total expenditure of Rs. 4.72 Lacs (Previous year Rs. 4.79 Lacs), the company had a net profit of Rs. 0.59 Lacs (Previous year Rs.0.29 lacs)

Total income basically comprise of commission of Rs. 5.07 lacs ( previous year Rs. 3.77 lacs). Interest Rs. 0.24 lacs (Previous year Rs. 0.13 lacs) and other income Rs. NIL (Previous year Rs. 1.19 Lacs)

j) Reserves

The net profit after tax of Rs. 58,683/- has been retained in the profit & loss account and has been carried forward to the Balance Sheet accordingly.

k) Dividend

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended forthe year under review.

l) Material Changes and Commitment

No material changes and commitments occur ed, which may affect the finan- cial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report.

m) Conservation of Energy, Technology Absortion and foreign Exchange Earnings & Outgo

(i) Conservation of energy-Company has closed its manufacturing operations and sold its Bhiwadi unit; therefore provision relating to disclosure of Conser- vation of Energy is not applicable to the Company.

(ii) Technology absortion- During the year under review no new technology was absorbed and no expenditure was incurred on Research & Development.

(iii) Foreign exchange earnings and outgo - Foreign exchange earnings and outgo were nil during the current year.

n) Risk Management Policy

The details are given in Para 12 of Corporate Governance Report.

o) Corporate Social Responsibility

During the year under review, the net worth of the Company is less than Rs. 500.00 crore; turnover is less than Rs. 1000.00 crate; and net profit is less than Rs. 5.00 crore; therefore constitution of corporate Social Responsibility Com- mittee is not applicable in terms of section 135(1) of the Companies Act, 2013.

p) Formal Annual Evaluation of Board, Committee and the Directors

All the Directors have performed their duties well. Inspite of the fact that no remuneration is being paid to any of the director, the Company has earned an income of Rs. 5.31 lacs.

q) Other Matters

i) Change in Nature of Business - During the year under review, there has been no change in the nature of business of the Company.

ii) Directors & Key Managerial Personnel - During the year, Shri R.K. pandey had resigned from the Audit Committee and Board of Directors of the company with effect from 30.09.2014. The Board expresses its gratitude for the valuable services and contribution rendered by him during his tenure with the company.

Ms Rashi Aggarwal has been appointed as a woman director u/s 161 of Companies Act, 2013 and independent director with effect from 06.10.2014. She was also appointed as Company Secretary with effect from 06.10.2014 in place of Shri D.C.Jain, director of the company who resigned from the post of Company Secretaryship.

Shri M.L.Bhateja was formally designated as Chief Financial Officer of the company with effect from 06.10.2014.

None of the directors is liable to retire by rotation.

iii) Subsidiaries. Joint ventures or Associate Companies - During the period under review no Company became or ceased to be its susidiaries, joint venture or associate company.

iv) Fixed Deposits under Chapter V - The Company had not accepted any deposit from its Directors, employees or general pulic during the year, and there is no unpaid or unclaimed deposit at the end of the year.

v) Material Court Orders - During the year no material court orders was passed by any regulators, tribunals or courts which impact the going concern & companys operation in future.

vi) Internal Control System and their Adequacy - The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are properly authorized, re- corded and reported to the management. The Company is following all the applicable Accounting Standards tor properly maintaining the books of ac- counts and reporting financial statements. The management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

vii) Auditors.- M/'s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible tor re-appointment.

The company has received a letter from M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forth- coming Annual General Meeting, would be within the ceiling limits laid down under the Companies Act,2013 and the rules made thereunder and they are eligible for appointment & not disqualified to act as Auditors of the Company to Audit Accounts of the Company for the Financial Year 2015-2016 and that there are no matters of conduct pending against the firm or any of the auditor.

The Board recommends their appointment.

viii) Composition of Audit Committee - The details of composition of Audit Committee, in terms of section 177(8) are given in Para 3(i) of Corporate Governance report.

lx) Vjgil Mechanism Policy - The Company has no employee; and therefore no Vigil Mechanism Policy/Whistle blower Mechanism has been established, however the Directors of the Company can directly report any grievances to the Board of the Company.

x) Prevention of Sexual Harassment of Women - During the period under review, no woman was in employment of the company. Therefore no internal complaint committee was set up under Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

xi) Listing fee of Shares - The shares of the company are listed on a recognized stock exchange- 'Bombay Stock Exchange' and up to date Listing Fee is paid.

xii) Management Discussion Analysis & Corporate Governance Report - Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

xiii) Certificate tor Compliance of Corporate Governance - Certificate from Practising Company Secretary regarding Compliance of Conditios of Corpo- rate Governance as provided in clause 49 of the listing agreement is annexed.

For & on behalf of Board of Directors

Place : Delhi Sudhir Chandra, Date 27.04.2015 Mg. Director (DIN :00323545) RashiAggarwal Directors Co. Secretary (DIN:06978655)

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Mar 31, 2014

Dear Members,

BOARD''S REPORT :

The Board hereby presents the Twenty Second Annual Report together with Audited Financial Statements of the Company for the year ended 31st March 2014.

STATE OF COMPANY''S AFFAIRS

The company had a total income of Rs. 5.08 lacs (previous year Rs. 5.35 Lacs) ; and after deducting the total expenditure of Rs. 4.79 lacs (previous year figure Rs. 4.07 lacs), the company had a net profit of Rs. 0.29 lacs (previous year Rs. 1.28 lacs).Total income basically comprise of commision Rs. 3.76 lacs (Previous year Rs. 3.24 lacs), Interest Rs. 0.13 lacs (Previous year Rs. 0.31 lacs) and other income Rs. 1.19 (Previous year Rs. 1.78).

DIVIDEND

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended for the year under review.

COMMENTS ON AUDIT REPORT AND SECRETARIAL AUDIT REPORT

There are no qualification or reservation or adverse remark or disclaimer made by the auditors in their report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956/2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the Annual Accounts on a going concern basis.

5. 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.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS (Section 149(6) of COMPANY''S ACT, 2013 The Board of Directors of the Company is of the opinion that:

a) The independent directors are persons of integrity and possess relevant expertise and experience.

b) The independent directors have given a statement on declaration that: i) None of the independent directors is or was a promoter of the

Company or its holding, subsidiary or associate company.

ii) None of the independent directors is related to promoters or directors in the company, its holding, subsidiary or associate company.

iii) None of the independent directors has or had any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

iv) None of the relatives of independent directors has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, ortheir promoters or directors, amounting to two percent or more of its gross turnover or total income or Rupees Fifty Lakhs, during the two immediately preceding financial years or during the current financial year.

v) Neither any independent director nor his relatives:

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years. (ii) Is or has been an employee or proprietor ora partner, in any of the three financial years immediately preceding the financial year; of:

a) A firm of audi tors or company secretaries in practice or cost audi tors of the company or its holding, subsidiary or associate company; or

b) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) Is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company.

NOMINATION AND REMUNERATION COMMITTEE AND STAKE- HOLDERS RELATIONSHIP COMMITTEE No remuneration has been paid or is being paid to any of the Directors or key Managerial Personnel during the financial year. Therefore no such committee meeting was held.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES AND THE DIRECTORS

Paid up Capital of the Company is less than Rs. 25.00 Crore; therefore formal annual evaluation of the Board, Committee and of individual directors is not applicable in terms of section 134(3)(p) of the Companies Act,2013. MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors'' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement. Extract of annual return have been included in Corporate Governance Report. DIRECTORS

Shri D.C. Jain is liable to retire by rotation and is eligible for re-appointment. The Board recommends for his re-appointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is not applicable. LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange- ''Bombay Stock Exchange'' and up to date Listing Fee is paid. AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment. The company has received a letterfrom M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment if made at the forth coming Annual General Meeting, would be within the ceiling limits laid down under the Companies Act,2013 and the rules made thereunder and they are eligible for appointment & not disqualified to act as Audi tors of the Company to Audit Accounts of the Company for the Financial Year 2014- 2015 and that there are no matters of conduct pending against the firm or any of the auditor. The Board recommends their appointment.

For & on behalf of the Board of Directors

Place : Delhi SudhirChandra D.C.Jain

Date : 21.04.2014 Mg. Director Director

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Mar 31, 2013

The Board hereby presents the Twenty First Annual Report together with Audited Statements of Account of the Company lor the year ended 31st March 2013.

FINANCIAL RESULTS

The company had commission income of Rs. 5.35 lacs (previous year figure Rs. 19.05 Lacs); and after deducting the total expenditure of Rs. 4.07 lacs (previous year figure Rs. 29.33 lacs), the company had a net profit of Rs. 1.28 lacs (previous year loss Rs. to.28 lacs).

DIVIDEND

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended for the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. We have selected such accounting policies and applied them consistency 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 / loss o1 the company for that period;

3. We 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;

4. We have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Shri R.K. Pandey & Shri S.S. Dhanoa are liable to retire by rotation and are eligible for re-appointment. The 8oard recommends 1or their re-appointment.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2013, no employee of the

company was drawing a remuneration in excess of the limits specified under section 217{2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & 0UTQ0

Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable.

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange ''Bombay Stock Exchange'' and up to date Listing Fee is paid.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors'' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment

The company has received a letter from Ws M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits prescribed under section 224(1-B) of the Companies Act, 1956 and that they were not disqualified to act as Auditors of the Company for the year 2013-14.

The Board recommends their appointment

For & on behalf of the Board of Directors

Place: Delhi Sudhirchandra D.C.jain

Date : 27.04.2013 Mfg.Director Director

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Mar 31, 2012

The Board hereby presents the Twentieth Annual Report together with Audited Statements of Account of the Company for the year ended 31st March 2012,

FINANCIAL RESULTS

The financial results are as under:

Figures in Rs. Lacs

Particulars 2011-12 2010-11

Sales - 87

Other Income 19 242

Total Income 19 329

Expenditure 29 154

Interest - 3

Depreciation - 36

Profit/Loss after-tax (10) 136

The Company had no business activity during the year. Income of the company basically comprises of interest earned on deposit with bank and excess provision written back. The company had a loss of Rs. 10 lacs as against profit of Rs. 136 lacs in last year. Expenses were kept under control and reduced from Rs. 154 lacs to Rs. 29 lacs. The company has no liquid funds to run business of the company; therefore, the company has been searching for financial partner or collaborator to come out from such situation.

DIVIDEND

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. We 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 / loss of the company for that period;

3. We 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;

4. We have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Shri D.C.Jain,the managing director of the company had resigned from the position of managing directorship with effect from 15.01.2012 and is holding position as a non-executive director and honorary company secretary. The term of appointment of Shri D.C.Jain was up to 20.08.2012, Therefore, shareholders approval is being sought for his re-appointment as Ordinary Director, retire able by rotation. Shri Sudhir Chandra, a director of the company has been appointed as non-whole time Honorary managing director of the company with effect from 1.02.2012 Shri M.L. Bhateja & Shri D.C.Jain are liable to retire by rotation and are eligible for re-appointment. The Board recommends for their re-appointment.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2012, no employee of the company was drawing a remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

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

Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable.

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange 'Bombay Stock Exchange' and up to date Listing Fee is paid.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

COST AUDIT

Factory of the Company was sold. The company had no manufacturing activity. Therefore no person was required to be appointed in terms of section 233(1 B) of Companies Act, 1956 and Cost Audit Rules.

AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment.

The company has received a letter from M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits prescribed under section 224(1-B) of the Companies Act, 1956 and that they were not disqualified to act as Auditors of the Company for the year 2012-13.

The Board recommends their appointment.

For & on behalf of the Board of Directors

Place : Delhi R.K.Panday D.C.Jain

Date : 27.04.2012 Chairman Director

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Mar 31, 2011

The Board hereby presents the Nineteenth Annual Report together with Audited Statements of Account of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

The financial results are as under:

Figures in Rs. Lacs

Particulars 2010 - 11 2009 - 1010

Sales 9 41

Other Income 298 116

Total Income 307 157

Expenditure 154 219

Interest 3 75

Depreciation 36 40

Profit after tax 114 (177)

Company made a profit of Rs.114 lacs as against loss of Rs.177 lacs last year. Sales of the company came down from Rs. 41 lacs to Rs. 9 lacs due to discontinuation of business by a customer. Other income increased mainly on account of profit on sale of assets at a price more than its depreciated value. Expenses were kept under control and reduced from Rs. 219 lacs to Rs. 154 lacs. Bank had withdrawn the working capital limits; interest came down from Rs. 75 lacs to Rs. 3 lacs. In normal course, depreciation came down to Rs. 36 lacs as against Rs. 40 lacs last year.

The Bank had refused to renew the credit facilities and therefore Company was forced to clear its liabilities of Bank. Company has sold its Bhiwadi unit and cleared complete dues of creditors including bank. Sale proceeds of Bhiwadi unit were inadequate to pay off its creditors; and therefore debt- ors, receivables etc. have also been assigned in settlement of creditors. Balance amount payable to creditors has been writ- ten off in the books of accounts, and conveyed to creditors.

DIVIDEND

In view of the accumulated losses non availability of liquid funds, dividend declaration is not recommended for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. We 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 / loss of the company for that period;

3. We 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;

4. We have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Shri S.N.P Ojha, the whole time works director of the company resigned on 25.04.2011 due to closure of Bhiwadi factory. Shri R.K. Pandey being longest in office is liable to retire by rotation and is eligible for re-appointment. The Board recommends his re-appointment.

SUBSIDIARY COMPANIES

Loan of its subsidiary company A.K. Laboratories Ltd. was paid off & settled nearly for half the amount; keeping in view the availability of funds. The shares of the company were also sold. Company has therefore no subsidiary company.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2011, no employee of the company was drawing a remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

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

Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, has become redundant

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock ex- change Bombay Stock Exchange and up to date Listing Fee is paid.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

COST AUDIT

The company had no manufacturing activity of its own products.

An application for grant of exemption for appointment of cost auditor, in terms of section 233(1B) of the Companies Act, 1956, was made to the Central Government; and therefore, no person was appointed as cost auditor.

AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment.

The company has received a letter from M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits prescribed under section 224(1-B) of the Companies Act, 1956 and that they were not disqualified to act as Auditors of the Company for the year 2011-12.

The Board recommends their appointment.



For & on behalf of the Board of Directors



D. C. Jain, Chairman

Place : Delhi Date : 10.05.2011

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Mar 31, 2010

Not Available