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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of Aarey Drugs & Pharmaceuticals Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty Fifth Annual Report together with Audited
Accounts for the year-ended 31^stMarch, 2025.

FINANCIAL RESULTS:

Particular	31^st March, 2025	31^st March, 2024
Income	4,83,75,56,668.93	4,02,58,27,917.41
Expense	4,77,65,37,996.57	3,97,23,98,726.33
(Loss )/ Profit Before Exceptional Item & Tax	6,10,18,672.36	5,34,29,191.08
Profit Before Tax	6,10,18,672.36	5,34,29,191.08
(Less)/ Add: Tax Expenses	2,07,79,932.47	65,92,519.40
Balance Carried To Balance Sheet	4,02,38,739.89	4,68,36,671.68

REVIEW OF OPERATIONS & FUTURE OULLOOK

Our company is manufacturing the following intermediates- Mono Methyl Urea, Die Methyl Urea. Ortho
Para Nitro Anisole, 2 Bromomethyl 1,3 Dioxalane &Uracile& in Active Pharma Ingredients the company
is involved in manufacturing Metformin HCL, Mefenamic Acid & Doxophylline. Besides we intend to
increase capacity of all the products based upon the demand of the product and also plans to do
backward & forward integration of products such as DMA-HCL, Ortho chloro benzoic acid and further
API''s like the ophylline. Necessary steps has been initiated.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31^stMarch, 2025.

DEPOSITS

The Company has not accepted the deposits from the public as per the Section in accordance with the
provisions of Section 73 and 76, and other applicable provisions of Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVE:

Your Company has transferred Rs. 40,238,740 to the General Reserves during the year under review.

Share Capital of the Company is 2,84,54,303 shares.

During the financial year, Company has allotted 4,00,000 shares issued as on 1^st October, 2024 which
increased the paid up share capital to 2,84,54,303 shares.

The company has not received the listing approval for 1,00,000 shares hence the Listed Capital is
2,83,54,303 shares.

SUBSIDIARY / HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company.
VIGIL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Companies Act, 2013 and Regulation
22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the
same are provided in the Report on Corporate Governance forming part of this Annual Report. During
the year, the Company did not receive any complaint under Vigil mechanism.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of
Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee Corporate
Social Responsibility (CSR) is a good way of conducting business by which corporate entities visibly
contribute to the society. The essence of CSR is to integrate the economic, environment and social
objectives of the company''s operations and growth. CSR is the process by which the organization thinks
about and evolves its relationship with the society and demonstrates its commitment by giving back to
the society for the resources it used.

The Composition, particulars of Meeting held and attendances there at are mentioned in the Corporate
Governance Report forming part of the Annual Report.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale,
Impact and Sustainability.

During the financial year 2024-25, the Company recorded a Net Profit of Rs. 4,02,38,739.89. As this
amount falls below the threshold specified under Section 135(1) of the Companies Act, 2013, the
Company is not required to undertake any Corporate Social Responsibility (CSR) activities for the said
financial year. Accordingly, no CSR expenditure has been incurred.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^stMarch 2025, the Board consists of six members, two of whom are Executive Directors and 3
are Non-Executive Independent Directors and one is Non-Executive Non Independent Director.

Pursuant to the provisions of Section 203 of the Act, Mihir R Ghatalia Managing Director, Mrs. Mira
Ghatalia, Chief Financial Officer and Mr. Kailash Chand Jethlia, Company Secretary are the Key
Managerial Personnel of the Company as on the date of this Report.

INTER-SE RELATIONSHIP BETWEEN DIRECTORS:

Mihir R Ghatalia Managing Director and Nimit R Ghatalia Director are relatives (siblings). Apart from this
none of the Directors of the Company are in any way related to each other.

DIRECTORS RESPONSIBILTY STATEMENT

As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors
hereby confirm:

a) That in preparation of the Annual Accounts for the year ended 31^stMarch, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures,
if any;

b) that the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give true and fairview of the state
of affairs of the company at the end of financial year ended 31st March, 2025 and the profit/ (Loss) of
the Company for the year under review;

c) that proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act ,2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d) That the annual accounts for the year ended 31^stMarch, 2025 have been prepared on a "going
concern basis"

e) 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.

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

ANNUAL RETURN

Annual Return as provided under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, is
available on the website of the Company at http://www.aareydrugs.com/pdf/annual-return/MGT-7.pdf

AUDITORS

M/s. Motilal& Associates, Chartered Accountants (Firm Registration No: 106584W) were re-appointed
as Statutory Auditors of the Company at the 35^hAnnual General Meeting held on 29^th September, 2025
for a 2^nd term of five consecutive years from the conclusion of this Annual General Meeting to until the
conclusion of 40^thAnnual General Meeting of the Company.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report pursuant to the provisions of Section 204 for the financial year 2024-25 was
obtained from M/s. Ashika Shetty, Practicing Company Secretaries, the report which is Self-Explanatory
is annexed hereto as Annexure A.

MEETINGS

During the financial year 2024-25, 9 (Nine) meetings of the Board of Directors and 6 (Six) meetings of
the Audit Committee were held. Details of these meetings and other Committees of the Board/General
Meeting are given in the Report on Corporate Governance forming part of this Annual Report.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

All the Independent Directors of the Company have furnished a declaration to the effect that they meet
the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) and
Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''the Listing Regulations''). In the opinion of the Board, all the
Independent Directors possess the integrity, expertise and experience including the proficiency required
to be Independent Directors of the Company, fulfill the conditions of independence as specified in the
Act and the Listing Regulations and are independent of the management and have also complied with
the Code for Independent Directors as prescribed in Schedule IV of the Companies Act,2013

PERFORMANCE EVALUATION AND ITS CRITERIA:

The Board of Directors carried out an evaluation of its own performance, of the Board, Committees and
of the individual Directors pursuant to the provisions of the Act and Corporate Governance
requirements as prescribed by the Listing Regulations.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from
the Board / Committee Members based on criteria such as composition of the Board / Committees and
structure, effectiveness of the Board / Committee processes, providing of information and functioning
etc. The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors based on criteria such as attendance in Board / Committee meetings, contribution in
the meetings like preparedness on issues to be discussed etc.

The Independent Directors at its separate meeting held on 10^th February, 2025 reviewed the
performance of Non-Independent Directors and performance of the Board as a whole, performance of

the Chairman of the Company taking into account the views of Executive and Non-executive
Directorsand assessed the quality, quantity and timeliness of flow of information to the Board to
perform their duties effectively and reasonably

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans given, Guarantees given and Investments made, if any and covered under the
provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules,
2014 are given in the notes to the Financial Statements forming part of this Annual Report.

COMMITTEES OF THE BOARD

The details of the powers, functions, composition and meetings of the Committees of the Board held
during the year are given in the Report on Corporate Governance section forming part of this Annual
Report.

AUDIT COMMITTEE

The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Board
of Directors of the Company and the meetings thereof held during the financial year are given in the
Report on Corporate Governance section forming part of this Annual Report. The recommendations of
the Audit Committee were accepted by the Board of Directors of the Company from time to time.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the
Auditors statement on its compliance.

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

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014is given in Annexure B
and forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Board is responsible for establishing and maintaining adequate internal financial control as per
Section 134 of the Act.

Your Company has in place an adequate system of internal controls to ensure compliance with various
policies, practices and statutes. It has procedures covering all financial and operating functions and
processes. These have been designed to provide a reasonable assurance with regards to maintaining of
proper accounting controls for ensuring reliability of financial reporting, monitoring of operations,
protecting assets from unauthorized use or losses and compliance with regulations. Key controls have
been tested during the year and corrective and preventive actions are taken for any weakness.

There is no material change in the type of business the Company is carrying.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS (IF ANY):

The Directors of your Company confirm that no frauds or instances of mis-management were reported
by the Statutory Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the
Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

MATERIAL CHANGES AND COMMITMENT:

Except as disclosed elsewhere in the Report, there have been no material changes and commitment
affecting, the financial position of your Company, which have occurred between the end of the financial
year of the Company and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company''s operations in future.

PARTICULARS OF RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties during the financial year were in the ordinary course
of business and on arm''s length basis and do not attract the provisions of Section 188(1) of the Act.
Suitable disclosures as required by the Indian Accounting Standards (IndAS-24) have been made in the
notes to the Financial Statements. The Board has a policy for related party transactions which has been
uploaded on the Company''s website http://www.aareydrugs.com/pdf/2-Related-Party- Transaction.pdf

There were no material Related Party Transactions during the year. Accordingly, Form No. AOC-2,
prescribed under the provisions of Section 134 (3)(h) of the Act and Rule 8 of the Companies (Accounts)
Rules, 2014, for disclosure of details of Related Party Transactions, which are not "not at arm''s length
basis" and also which are "material and arm''s length basis", is not provided as an annexure to this
Report as it is not applicable.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary and trainees) are covered under this
policy who are also provided training about the Act.

During the year under review, no complaint was received.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Act and the Listing Regulations, the Company has adopted all the applicable
policies. The policies are available on the website of the Company at_ http://www.aareydrugs.com/

All Directors and Senior Management Personnel have affirmed their adherence to the provisions of the
Code of Conduct during the financial year 2024-25.

The Company''s policy on Directors'' appointment, remuneration and other matters provided in Section
178(3) of the Act forms part of Nomination and Remuneration Policy and has been disclosed in the
Corporate Governance Report.

CORPORATE GOVERNANCE & VIGIL MECHANISM:

A separate Corporate Governance Report on compliance with Corporate Governance requirements as
required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this
Annual Report. The same has been reviewed and certified by Mr. Virendra G. Bhatt, Practicing Company
Secretary, the Secretarial Auditors of the Company and Compliance Certificate in respect thereof is
attached as Certificate of Corporate Governance

RISK MANAGEMENT:

The Company has its Risk Management Plan & Policy in place which is also displayed on the website of
the Company. In the opinion of the Board, during the financial year 2024-25, no elements of risk which
may threaten the existence of the Company were noticed by the Board. The Committee monitors the
risk management plan and ensures its effectiveness. The details of Committee are set out in the
Corporate Governance Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Listing
Regulations, is presented in a separate section, forming part of this Report.

PROMOTERS:

The Promoter Group''s holding in the Company as on 31^stMarch, 2025 was 44.80% of the Company''s paid
up Equity Capital. The members may note that the shareholding and other details of Promoters has
been provided in Annual Return.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES
ACT, 2013:

During the year under review, Maintenance of cost records under section 148 of Companies Act, 2013 is
not applicable to the Company as the Company did not carry on any activity as specified in Table A and B
of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

EMPLOYEES:

There were no employees coming under the purview of Section 197(12) of the Act read with Rules 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and the rules
frame there under

REMUNERATION:

As per Section 197of the Companies Act, 2013, the ratio of remuneration of each director to the median
remuneration of the employees of the company for the financial year:

Name of the Director		Ratio to Median employees
Mihir R Ghatalia, Director	Managing	5:3

DISCLOSURE UNDER SECTION 164

None of the Directors of the company are disqualified for being appointed as Directors as specified
under section 164 of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers,
Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable
contribution and involvement.

For and on behalf of the Board of Directors

Mihir R. Ghatalia

Chairman and Managing Director

DIN:00581005

Place: Mumbai
Date: 03.09.2025

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Fourth Annual Report together with AuditedAccounts for the year-ended 31^st March, 2024.

FTNANCTAL RESULTS:

( Rs in lakh )

Particular	31^st March,2024	31^st March, 2023
Income	40258.28	42168.56
Expenditure	39723.99	41567.59
(Loss )/ Profit Before Exceptional Item & Tax	534.29	600.96
Profit Before Tax	534.29	600.96
(Less)/ Add: Tax Expenses	(65.93)	(223.86)
Balance Carried To Balance Sheet	468.37	377.11

REVTEW OF OPERATTONS & FUTURE OUTLOOK

Our company is manufacturing the following intermediates- Mono Methyl Urea, Die Methyl Urea. Ortho Para Nitro Anisole, 2 Bromomethyl 1,3 Dioxalane & Uracile & in Active Pharma Ingredients the company is involved in manufacturing Metformin HCL, Mefenamic Acid & Doxophylline. Besides we intend to increase capacity of all the products based upon the demand of the product and also plans to do backward & forward integration of products such as DMA-HCL, Ortho chloro benzoic acid and further API''s like theophylline. Necessary steps has been initiated.

DTVTDEND

Your directors do not recommend any dividend for the year ended 31^st March, 2024.

DEPOSTTS

The Company has not accepted the deposits from the public as per the Section in accordance with the provisions of Section 73 and 76, and other applicable provisions of Companies Act, 2013 and the | Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVE:

Your Company has not transferred any amount to the General Reserves during the year under review. CHANGES IN SHARE CAPITAL, IF ANY:

During the financial year, Company has no instance of change in Share Capital.

SUBSIDIARY / HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company. VTGTL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report. During the year, the Company did not receive any complaint under Vigil mechanism.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee Corporate Social Responsibility (CSR) is a good way of conducting business by which corporate entities visibly contribute to the society. The essence of CSR is to integrate the economic, environmentand social objectives of the companyâs operations and growth. CSR is the process by which the organization thinks about and evolves its relationship with the society and demonstrates its commitment by giving back to the society for the resources it used.

The Composition, particulars of Meeting held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

During the year, the Company has spent Rs. 17,04,721/- on CSR activities. The Company has identified focus areas of engagement which have been enumerated in the Annual Report on CSR Activities attached as Annexure-A.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2024, the Board consists of six members, two of whom are Executive Directors and 3 are Independent Directors and one is Non-Executive Directors.

Pursuant to the provisions of Section 203 of the Act, Mihir R Ghatalia Managing Director, Mrs. Mira Ghatalia, Chief Financial Officer and Mrs. Preeti Rathi, Company Secretary are the Key Managerial Personnel of the Company as on the date of this Report.

INTER-SE RELATIONSHIP BETWEEN DIRECTORS:

Mihir R Ghatalia Managing Director and Nimit R Ghatalia Director are relatives (siblings). Apart from this none of the Directors of the Company are in any way related to each other.

DIRECTORS RESPONSIBILTY STATEMENT

As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby confirm:

a) that in preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures , if any;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair

view of the state of affairs of the company at the end of financial year ended 31^st March, 2024 and the profit/(Loss) of the Company for the year under review;

c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts for the year ended 31^st March, 2024 have been prepared on a âgoing concern basisâ

e) 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.

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

ANNUAL RETURN

Annual Return as provided under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, is available on the website of the Company at http://www.aareydrugs.com/pdf/annual-return/MGT-7.pdf

AUDITORS

M/s. Motilal & Associates, Chartered Accountants (Firm Registration No: 106584W)were appointed as Statutory Auditors of the Company at the 30^thAnnual General Meeting held on 28^th December, 2020 for a term of five consecutive years from the conclusion of that Annual General Meeting to until the conclusion of 35^thAnnual General Meeting of the Company.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report pursuant to the provisions of Section 204 for the financial year 2023-24 was obtained from M/s. Virendra Bhatt& Associates, Practicing Company Secretaries, which is annexed hereto as Annexure B.

The Board has re-appointed M/s. Virendra Bhatt& Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2024-25.

MR-3 Comments and replies:

(i) The Company has not filed details in XBRL format for Allotment on Preferential basis under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.-Company has filed Reg 30 only in PDF format

(ii) The Company has filed the Audited Financial Statements for the financial year ended 31st March, 2023, under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the stock exchange in XBRL Format beyond the prescribed time. - Company has filed Application within 48 hours as specified

(iii) The Company has allotted 2669619 (Twenty Six Lakhs Sixty nine thousand Six Hundred and Nineteen) Equity Shares having face value of Rs. 10/- each (Rupees Ten Only) at an issue price of Rs. 10/- per Equity Share including a premium of Rs. 27.8/- per Equity Share on preferential basis at the Board Meeting held on 27th March, 2024 but the same has not been listed yet and the guidelines for issue of shares on preferential basis as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 also has not been followed and the BSE and NSE issued observations on the same. -Company has complied to the best possible way

(iv) The Company has not filed the disclosure of Related Party Transaction under Regulation 23 of the SEBI (Listing Obligations and Disclosure for the half year ended 30th September, 2023 to the BSE.

The Company has filed the disclosure of Related Party Transaction Under Regulation 23 of the SEBI (Listing Obligations and Disclosure for the half year ended 30th September, 2023, to the BSE but inadvertently mentioned September 2022 instead of September 2023

Also paid the penalty of Rs. 188800/- (including GST) as imposed by BSE Limited, however the Company had requested for waiver of the fine and to condone the mistake. - . - Company has filed it was just typing mistake of 2022 instead of 2023

(v) As per the Regulation 3(5) & 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, Initially the Company has not adopted proper database and also not in Compliance with the requirements but later on the Company has installed proper database and the defaults has been rectified.

I am of the opinion that as on 31st March, 2024 the listed entity is in prima facie compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.- Company is mentioning every entries now in SDD software.

(vi) Pursuant to the provisions of Section 61 read with Sections 13, 64 and other applicable provisions, if any, of the Companies Act, 2013, the Company has not altered its Articles of Association for Increase in Authorized Share Capital at the Annual General Meeting held on 05th September, 2023.-Company has altered MOA

(vii) As per the Audit Report and as per the remark of the Auditor in other matters to the Independent Auditorâs Report, the Company has provided loans to directors which is in non-compliance of Section 185 of the Companies Act, 2013. Details of loans to directors are as follows:

PARTICULARS	NATURE OF RELATIONSHIP WITH THE COMPANY	AMOUNT	BALANCE AS ON 31/03/2024
Mihir Ghatalia	Managing Director	20000000	0
Nimit Ghatalia	Whole Time Director	6143124	00
Mira Ghatalia	Relative of director and CFO	20214229	00
Chetan K Mehta	Independent Director	1348216	00
Bina Ghatalia	Relative of director	4492000	0
Mihir Ghatalia HUF	Entity in which director is interested	10300000	0
Ekta N Ghatalia	Relative of director	1000000	0

It was informed by the Compliance Officer that loan given to the directors and their relatives mentioned in the above point no. (vii) were on cumulative basis and the Company has recovered the principal loan amount but interest is yet to be received by the Company. - Management is of the view that interest will be received

(viii) The Company has entered into related party transaction for payment of office Rent as per Section 188 of the Companies Act, 2013 however as informed by the Compliance Officer, the transaction entered was at arm length basis. - As mentioned in Audit Report that Sec 188 was in compliance

(ix) The Company has not complied with provisions of the Prevention of Sexual Harassment (PoSH) Act, 2013, however subsequently the Company has filed the required return with the competent authority. - Company has filed form for Prevention of Sexual Harassment (PoSH) Act, 2013

(x) The Company has not filed MSME form 1 for outstanding payments to suppliers registered as Micro, Small, and Medium Enterprises (MSMEs) under the MSME Act, 2006. - Company has filed MSME form subsequently.

MEETINGS

During the financial year 2023-24, 10 (ten) meetings of the Board of Directors and 10 (ten) meetings of the Audit Committee were held. Details of these meetings and other Committees of the

Board/General Meeting are given in the Report on Corporate Governance forming part of this Annual Report.

| DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

All the Independent Directors of the Company have furnished a declaration to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ). In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence asspecified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act,2013

PERFORMANCE EVALUATION AND ITS CRITERIA:

The Board of Directors carried out an evaluation of its own performance, of the Board, Committees and of the individual Directors pursuant to the provisions of the Act and Corporate Governance requirements as prescribed by the Listing Regulations.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from the Board / Committee Members based on criteria such as composition of the Board / Committees and structure, effectiveness of the Board / Committee processes, providing of informationand functioning etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors based on criteria such as attendance in Board / Committeemeetings, contribution in the meetings like preparedness on issues to be discussed etc.

The Independent Directors at its separate meeting held on 15^th February, 2024 reviewed the performance of Non-Independent Directors and performance of the Board as a whole, performance of the Chairman of the Company taking into account the views of Executive and Non-executive Directorsand assessed the quality, quantity and timeliness of flow of information to the Board to perform their duties effectively and reasonably.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans given, Guarantees given and Investments made, if any and covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the Financial Statements forming part of this Annual Report.

COMMITTEES OF THE BOARD

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

AUDIT COMMITTEE

The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors statement on its compliance.

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

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014is given in Annexure C and forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

Your Company has in place an adequate system of internal controls to ensure compliance with various policies, practices and statutes. It has procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regards to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations. Key controls have been tested during the year and corrective and preventive actions are taken for any weakness.

CHANGE IN THE NATURE OF BUSINESS (IF ANY):

There is no material change in the type of business the Company is carrying.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS(IF ANY):

The Directors of your Company confirm that no frauds or instances of mis-management were reported by the Statutory Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

MATERIAL CHANGES AND COMMITMENT:

Except as disclosed elsewhere in the Report, there have been no material changes and commitment affecting, the financial position of your Company, which have occurred between the end of the financial year of the Company and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

PARTICULARS OF RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties during the financial year were in the ordinary course of business and on armâs length basis and do not attract the provisions of Section 188(1) of the Act. Suitable disclosures as required by the Indian Accounting Standards (IndAS-24) have been made in the notes to the Financial Statements. The Board has a policy for related party transactions which has been uploaded on the Companyâs website_ http://www.aareydrugs.com/pdf/2-Related-Party- Transaction.pdf

There were no material Related Party Transactions during the year. Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134 (3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party Transactions, which are not "not at arm''s length basis" and also which are "material and arm''s length basis", is not provided as an annexure to this Report as it is not applicable.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy who are also provided training about the Act.

During the year under review, no complaint was received.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Act and the Listing Regulations, the Company has adopted all the applicable policies. The policies are available on the website of the Company at_ http://www.aareydrugs.com/financial.html

All Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2023-24.

The Companyâs policy on Directorsâ appointment, remuneration and other matters provided in Section 178(3) of the Act forms part of Nomination and Remuneration Policy and has been disclosed in the Corporate Governance Report.

CORPORATE GOVERNANCE & VIGIL MECHANISM:

A separate Corporate Governance Report on compliance with Corporate Governance requirements as required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this Annual Report. The same has been reviewed and certified by Mr. Virendra G. Bhatt, Practising Company Secretary, the Secretarial Auditors of the Company and Compliance Certificate in respect thereof is attached as Certificate of Corporate Governance.

RISK MANAGEMENT:

The Company has its Risk Management Plan & Policy in place which is also displayed on the website of the Company. In the opinion of the Board, during the financial year 2023-24, no elements of risk which may threaten the existence of the Company were noticed by the Board. The Committeemonitors the risk management plan and ensures its effectiveness. The details of Committee are set out in the Corporate Governance Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of this Report.

PROMOTERS:

The Promoter Groupâs holding in the Company as on 31^st March, 2024 was 45.27% of the Companyâs paid up Equity Capital. The members may note that the shareholding and other details of Promoters has been provided in Annual Return.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013:

During the year under review, Maintenance of cost records under section 148 of Companies Act, 2013 is not applicable to the Company as the Company did not carry on any activity as specified in Table A and B of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

EMPLOYEES:

There were no employees coming under the purview of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and the rules | frame there under.

REMUNERATION:

As per Section 197of the Companies Act, 2013, the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director	Ratio to Median employees
Mihir R Ghatalia, Managing Director	5:3

DISCLOSURE UNDER SECTION 164

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.

For and on behalf of the Board of Directors

Place: Mumbai Date: 30^th May, 2024

Mihir R. Ghatalia

Chairman and Managing Director

Mar 31, 2018

DIRECTORS REPORT

The Shareholders,

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with Audited Accounts for the year-ended 31stMarch, 2018.

FINANCIALRESULTS:

( In X ) ( In X )

Particular	31^st March 2018	31^st March 2017
Income	3525311967.00	3993041199.00
Expenditure	3443395958.00	3913257382.00
(Loss )/ Profit Before Exceptional Item & Tax	81916009.00	79783817.00
Profit Before Tax	81916009.00	79783817.00
(Less)/Add: Tax Expenses	(20140115.00)	(25045181.00)
Balance Carried To Balance Sheet	61775894.00	54738636.00

REVIEW OF OPERATIONS & FUTURE OULLOOK

CREATING NEW CAPACITIES: Company has commenced manufacturing of Mono Methyl Urea & Di Methyl Urea as decided in June 2016. Company has further added new products i.e. Erithromycin Derivates & MafenamicAcid with capacity of 10 m.t. &25 m.t. respectively in June 2017. Company will start production of new product i.e. Theophylline by March, 2019 Necessary steps has already taken by the management.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March, 2018. DEPOSITS

The Company has not accepted the deposits from the public as per the Section 58Aof the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE SOCIAL RESPONSIBILITY

Since the Company''s turnover, net profit and net worth does not exceed the limits mentioned under Section 135 of Companies Act, 2013, the provisions of Corporate Social Responsibility is not applicable to the Company.

DIRECTOR

Mrs. Damiyanti P Ghatalia, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

DIRECTORS RESPONSIBILITYSTATEMENT

As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby confirm:

i) that in preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed , along with proper explanation relating to material departures, if any; ,

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year ended 31st March, 2018 and the profit/(Loss) of the Company for the year under review;

iii) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts for the year ended 31st March, 2018 have been prepared on a "going concern basisâ

v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

ANNUALRETURN

As per section 92(3)of the Companies Act, 2013, the extract of the Annual Return is annexed hereto as Annexure A. The extract of the Annual Return shall be prescribed and it is the part of Director Report

AUDITORS

M/s. DMKH & Company, who were appointed as Auditors to hold office until the conclusion of the 29th Annual General Meeting to be held in the calendar year 2019 are eligible for re-appointment. The Company has received the Certificate from them to this effect.

SECRETARIALAUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. Virendra Bhatt & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2017-18.

Accordingly, the Secretarial Auditors have given their report, which is annexed hereto as Annexure B. The comments of the Board on the observations of the Secretarial Auditors are given after Annexure above.

The Board has re-appointed M/s. Virendra Bhatt & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2018-19.

BOARD MEETINGS

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

DECLARATION OF INDEPENDENCE BYINDEPENDENT DIRECTOR

The Board confirms that all Independent Directors of the Company have given a declaration to the Board that they meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013.

COMMITTEESOF THEBOARD

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

V AUDIT COMMITTEE

The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors statement on its compliance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGSANDOUTGO:

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure C and forms part of this report.

EMPLOYEES:

There were no employees coming under the purview of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules frame there under.

REMUNERATION:

As per Section 197 of the Companies Act, 2013, the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director Ratio to Median employees

Mihir R. Ghatalia, Managing Director 5:3

DISCLOSURE UNDERSECTION 164

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013.

The Web Address, if any, where annual return referred to in Section 92 has been placed -(Section 134(3)(a) of the Companies Act, 2013)-www.aareydrugs.com Details in respect of frauds reported by auditors under section 143(12) other than those which are reportable to the central government- (Section 134(3)(ca) of the Companies Act, 2013)- NIL

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made-(i)by the auditor in his report; and (ii) by the company secretary in practice in his secretarial audit report;

-(Section 134(3)(f) of the Companies Act, 2013) - NA

Particulars of Loans, Guarantees or investments under section 186- (Section 134(3)(g) of the Companies Act, 2013)- NIL

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form - (Section 134(3)(h)of the Companies Act, 2013)- NIL The amounts, if any, which is propose to carry to any reserves- (Section 134(3)(j) of the Companies Act, 2013)- NIL

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;- (Section 134(3)(l) of the Companies Act, 2013)- NIL__

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company- (Section 134(3)(n) of the Companies Act, 2013)- NA

the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;- (Section 134(3)(o) of the Companies Act, 2013). - NA

During the year under review, the Board evaluated its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. Separate exercise was carried out to evaluate the performance of Non- Independent Directors including the Board Chairman who were evaluated on parameters such as Key achievements, short term and long term targets, challenges faced, Implementation of Strategic decisions, organizational success, participation and attendance in Board and Committee Meetings etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Board''s Policy on appointment and remuneration: The current policy is to have an appropriate mix of executive, no-executive and independent directors. As of 31st March, 2018 the Board has four Directors including one woman director.

As per Rule 8 of Companies (Accounts) Rules, 2014.

The change in the nature of business, if any; - NIL

The details of directors or key managerial personnel who were appointed or have resigned during the year;

i) Mr. Lalit RTulsiani (Whole time director) - date of resignation 15th December, 2017.

ii) Mr. Jagdish Shah (Chairman) - date of resignation 9th February, 2018.

The 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; - NIL The details in respect of adequacy of internal financial controls with reference to the Financial Statements.- NIL

A disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained, (Inserted by The Companies (Accounts)Amendment Rules, 2018) - NA The Company has constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 for prevention, prohibition and redressal of complaints/grievances on the sexual harassment of women at work places. Your Directors further states that during the year under review, there were no cases filed pursuant to the above Act.

ACKNOWLEDGMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.

For and on behalf of the Board of Directors

Mihir R. Ghatalia

Chairman and Managing Director

Place: Mumbai

Date : 30^thMay,2018

Mar 31, 2016

To,

The Shareholders,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with Audited Accounts for the year-ended 31^stMarch, 2016.

FINANCIALRESULTS:

(In Rs.) (In Rs.)

Particular	31^st March 2016	31^st March'' 2015
Income	2491656459.00	2160325604.00
Expenditure	2473526508.00	2146225747.00
(Loss)/ Profit Before Exceptional Item & Tax	18129951.00	14099857.00
Profit Before Tax	18129951.00	14099857.00
(Less)/Add: Tax Expenses	(5236404.00)	(3216293.00)
Balance Carried To Balance Sheet	12893548.00	10883564.00

REVIEW OF OPERATIONS & FUTURE OULLOOK

CREATING NEW CAPACITIES: Our Company proposes to launch new products i.e. Monomethyl Urea(MMU)-200 MT per Month, Dimethyl Urea(DMU)-100 MT per Month, Theobromine(THB)- 20 MT per Month, Theophylline(THP)- 30 MT per Month and Pentoxifylline(PTF)-10 MT per Month.

Company proposes to commence production of MMU and DMU by 30^th June,2016 , THB and THP by October,2016 and PTF by March,2017. Necessary steps has been already taken by the Management.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31^st March, 2016. DEPOSITS

The Company has not accepted the deposits from the public as per the Section 58Aof the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE SOCIAL RESPONSIBILITY

DIRECTOR

Mr. Lalit Tulsiani, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. J *To regularize the re-appointment of Mr. Mihir R. Ghatalia who was re-appointed as the Managing Director of the Company by Board vide its Board Meeting dated 30^th December, 2015.

DIRECTORS RESPONSIBILTYSTATEMENT

As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby confirm:

i) that in preparation of the Annual Accounts for the year ended 31^st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year ended 31^st March, 2016 and the profit/(Loss) of the Company for the year under review;

iv) that the annual accounts for the year ended 31^st March, 2016 have been prepared on a âgoing concern basisâ

v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

ANNUALRETURN

As per section 92(3)of the Companies Act, 2013, the extract of the Annual Return is annexed hereto as Annexure B . The extract of the Annual Return shall be prescribed and it is the part of Director Report.

AUDITORS

M/s. DMKH & Company, who were appointed as Auditors to hold office until the conclusion of the 29^th Annual General Meeting to be held in the calendar year 2019 are eligible for re-appointment. The Company has received the Certificate from them to this effect.

SECRETARIALAUDIT REPORT

Accordingly, the Secretarial Auditors have given their report, which is annexed hereto as Annexure A. The comments of the Board on the observations of the Secretarial Auditors are given after Annexure above.

The Board has re-appointed M/s. Virendra Bhatt & Associates, Practicing Company^ Secretaries as the Secretarial Auditors of the Company for the financial year2016-17.

BOARD MEETINGS

DECLARATIONOFINDEPENDENCEBYINDEPENDENT DIRECTOR

COMMITTEESOFTHEBOARD

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

AUDITCOMMITTEE

The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors statement on its compliance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO:

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure C and forms part of this report.

EMPLOYEES:

There were no employees coming under the purview of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules frame there under.

REMUNERATION:

As per Section 197 of the Companies Act, 2013, the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director	Ratio to Median employees
Mihir R Ghatalia, Managing Director	5:3

DISCLOSURE UNDERSECTION 164

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.

For and on behalf of the Board of Directors

Jagdish K.Shah

CHAIRMAN

Place: Mumbai

Date : 30^thMay,2016

Mar 31, 2015

To,

The Shareholders,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited Accounts for the year-ended 31st March, 2015.

FINANCIAL RESULTS:

(In Rs.) (In Rs.)

Particular 31st March 2015 31st March'2014

Income 2160325604.00 2013051137.00

Expenditure 2146225747.00 1999640910.00

(Loss )/ Profit Before Exceptional Item & Tax 14099857.00 13410227.00

Profit Before Tax 14099857.00 13410227.00

(Less)/Add: Tax Expenses (3216293.00) (2900382.00)

Balance Carried To Balance Sheet 10883564.00 10509845.00

REVIEW OF OPERATIONS & FUTURE OULLOOK

CREATING NEW CAPACITIES: Our Company proposes to launch new products i.e. Tinidazole which is a forward integration & Glyxol which is a backward. Our Company intends to purchase specialized equipments for expanding the existing products capacity i.e. Metronidazole (MTZ) to 70 M.T, Tinidazole (TNZ) to 25 M.T, Glyaxol to 300 M.T, Metronidazole Benzoate (MBO) to 20 M.T. (MBO) and Ammonium Sulphate (AMS) to 600M.T. The Company has decided to convert the effluent of the company (which the company drains away) into Ammonium Sulphate.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March, 2015.

DEPOSITS

The Company has not accepted the deposits from the public as per the Section 58Aof the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE SOCIAL RESPONSIBILITY

Since the Company's turnover, net profit and net worth does not exceed the limits mentioned under Section 135 of Companies Act, 2013, the provisions of Corporate Social Responsibility is not applicable to the Company.

DIRECTOR

Mr. Jagdish KShah, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

To regularize the appointment of Smt. Damiyanti PGhatalia who was appointed by Board as a Woman Director vide its Board Meeting dated 14th February, 2015.

At present, your Company has 3 (Three) Non-Executive Directors out of which two are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

During this Annual General Meeting, it is proposed to confirm the appointment of all the present Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013, the period of appointment of Independent Directors shall be 5 (Five) consecutive years from the date of their appointment at Annual General Meeting and they are not liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013 (Section 257 of the Companies Act, 1956) proposing appointment of 2 (Two) Independent Directors.

In the opinion of your Directors, your Company will continue to benefit from Mr. Chetan K. Mehta and Mr. Satish M.Sheth, Non-Executive Independent Directors in their capacity as Director of your Company. Your Directors, therefore, recommend that the proposed resolutions relating to appointment of these Directors be passed.

DIRECTORS RESPONSIBILITY STATEMENT

As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby confirm:

i) that in preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures , if any;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year ended 31st March, 2015 and the profit/(Loss) of the Company for the year under review;

(iii) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts for the year ended 31st March,2015 have been Prepared on a" going concern basis"

ANNUAL RETURN

As per section 92(3)of the Companies Act, 2013, the extract of the Annual Return is annexed here to as Annexure A.

AUDITORS

M/s. DMKH & Company, who were appointed as Auditors to hold office until the conclusion of the 29th Annual General Meeting to be held in the calendar year 2019 are eligible for re-appointment. The Company has received the Certificate from them to this effect.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed Mr. Virendra Bhatt, Practising Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-15.

Accordingly, the Secretarial Auditors have given their report, which is annexed hereto as Annexure B. The comments of the Board on the observations of the Secretarial Auditors are given after Annexure B above.

BOARD MEETINGS

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are Given in the Report on Corporate Governance section forming part of this Annual Report.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

The Board confirms that all Independent Directors of the Company have given a Declaration to the Board that they meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

AUDIT COMMITTEE

The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors statement on its compliance.

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

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure C and forms part of this report.

RELATED PARTY TRANSACTIONS:

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Details of material contracts or arrangement or transactions at arm's length basis

EMPLOYEES:

There were no employees coming under the purview of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules frame there under.

REMUNERATION:

As per Section 197 of the Companies Act, 2013, the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director Ratio to Median employees

Mihir R Ghatalia, Managing Director 5:3

DISCLOSURE UNDER SECTION 164

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.

For and on behalf of the Board of Directors

Jagdish K.Shah

CHAIRMAN

Place: Mumbai

Date : 30th May, 2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with Audited Accounts for the year-ended 31st March, 2014.

FINANCIAL RESULTS:

(In Rs.) (In Rs.) Particular 31st March'' 2014 31st March'' 2013

Income 2013051137.00 1725120473.00

Expenditure 1999640910.00 1716095267.00

(Loss )/ Profit

Before Exceptional Item & Tax 13410227.00 9025206.00

Profit Before Tax 13410227.00 9025206.00

(Less)/Add: Tax Expenses (2900382.00) (2442690.00)

Balance Carried To Balance Sheet 10509845.00 6582517.00

REVIEW OF OPERATIONS & FUTURE OUTLOOK

CREATING NEW CAPACITIES: Our Company proposes to launch new products i.e. Tinidazole which is a forward integration & Glyxol which is a backward. Our Company intends to purchase specialized equipments for expanding the existing products capacity

i.e. Metronidazole (MTZ) to 70 M.T, Tinidazole (TNZ) to 25 M.T, Glyaxol to 300 M.T, Metronidazole Benzoate (MBO) to 20 M.T. (MbO) and Ammonium Sulphate (AMS) to 600M.T. The Company has decided to convert the effluent of the company (which the company drains away) into Ammonium Sulphate.

DEMERGER: The Company is in process of demerger of its DEF Division, i.e. business of Acetic Acid, Butyl Acrly Monomer, Tolune and Vinaly Acitate Monomer, with Enam Organics India Limited under Clause 24(f) of the listing agreement under the scheme of Arrangement for Demerger u/s 391 to 394 of the Companies Act, 1956. The Company has already filed an application for the same with BSE on 3rd December, 2013.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March, 2014.

DEPOSITS

The Company has not accepted the deposits from the public as per the Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTOR

Mr. Lalit R Tulsiani, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year ended 31st March, 2014 and the profit/(Loss) of the Company for the year under review;

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

iv) that the annual accounts for the year ended 31st March,2014 have been prepared on a "going concern basis"

AUDITORS

M/s. DMKH & Company, who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. The Company has received the Certificate from them to this effect.

AUDIT COMMITTEE

The Company has formed the Audit Committees as per Section 292A of the Companies Act, 1956. The Members of the Committees are experts in finance matters, company law and general business practice.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with theAuditors statementon its compliance.

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

Information in accordance with the provisions of Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

EMPLOYEES:

There were no employees coming under the purview of Section 217(2A) of the Companies Act, 1956 and the rules frame there under.

DISCLOSURE UNDER SECTION 274

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274 of the Companies Act, 1956 as amended by the Companies (Amendment)Act, 2000.

ACKNOWLEDGEMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.

For and on behalf of the Board of Directors Jagdish K.Shah CHAIRMAN

Place: Mumbai Date : 30th MAY,2014

Mar 31, 2012

To, The Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report together with Audited Accounts for the year-ended 31st March, 2012.

FINANCIAL RESULTS:

(In Rs) (In Rs. )

Particular 31st March' 2012 31st March' 2011

Income 1306165678 678404953

Expenditure 1302054450 668449763

(Loss )/ Profit Before Exceptional 4111228 9955190 Item & Tax

Profit Before Tax 4111228 9955190

(Less)/Add: Balance Brought 47981323 40075767

Forward From Previous Year

Less: Income Tax Provision 1272506 2049635

Balance Carried To Balance Sheet 51224923 47981322

During the year the Company has issued the Rights Shares in the ratio of 2:1 at a price of Rs. 25.00 pershare (including premium of Rs.15.00 per share).

REVIEW OF OPERATIONS & FUTURE OUTLOOK

1. PROFIT FROM WASTE : Company plans to manufacture Ammonium Sulphate from effluent, which at present is drained away, additional investment of Rs. 95.22 lacs is required, the company has already invested Rs. 90 lacs from internal accruals & Share application money, company has already placed order for required machinery & expects to start productions by 31st March'2013. This will add to profitability of company.

2. CREATING NEW CAPACITIES : Company plans to increase capacity by app. 80% of existing capacity of Metronidazole (MTZ) and Metronidazole Benzoate (MBO) i.e. from 35 M.T. (MTZ) to 65 M.T.(MTZ) and from 10.50 M.T. (MBO) to 20 M.T. (MBO) respectively, Additional investment of Rs.177.76 lacs is required the Company has already invested Rs. 160 lacs through internal accruals & Share application money. Company has already placed order for required machinery & expects to starts production by 31st March'2013.

3. EXPANDING PRODUCT BASKET: Company plans to add new products i.e. Tinidazole, Glyoxal and Sildenafil Citrate. The total requirement for addition of this 3 products is Rs.875.76 lacs out of which the company has already invested Rs.672.91 lacs towards expansion. This investment is done through Internal accruals & Share application money. Company has already placed order for required machinery & expects to starts production by September'2013

DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March, 2012.

BONUSISSUE

The Company has declared bonus shares in the ratio of 1:5, i.e. one bonus share for every five equity shares held as on the record date, during the month of June, 2012.

DEPOSITS

The Company has not accepted the deposits from the public as per the Section 58Aof the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. .

DIRECTOR

Mr. Satish Sheth, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year ended 31st March,2012 and the profit/(Loss) of the Company for the year under review;

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

iv) that the annual accounts for the year ended 31st March,2012 have been prepared on a "going concern basis"

AUDITORS

M/s. DMKH & Company, who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. The Company has received the Certificate from them to this effect.

AUDIT COMMITTEE

The Company has formed the Audit Committees as per Section 292Aof the Companies Act, 1956. The Members of the Committees are experts in finance matters, company law and general business practice.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors statement on its compliance.

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

Information in accordance with the provisions of Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

EMPLOYEES:

There were no employees coming under the purview of Section 217(2A) of the Companies Act, 1956 and the rules frame there under.

DISCLOSURE UNDERSECTION 274

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274 of the Companies Act, 1956 as amended by the Companies (Amendment)Act, 2000.

ACKNOWLEDGMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.

For and on behalf of the Board of Directors

Jagdish K.Shah

CHAIRMAN

Place: Mumbai

Date : 06th September, 2012

Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report together with Audited Accounts for the year-ended 31st March, 2010.

FINANCIAL RESULTS:

Particular 31sl March 20101 31 st March, 2009

Income 466466632.00 275682698.21

Expenditure 456955200.39 266570478.06

(Loss )/ Profit Before Exceptional Item & Tax 9511431.61 9112220.15

Profit Before Tax 9511431.61 9118609.88

(Less)/Add: Balance Brought Forward From Previous Year 31970732.23 24235226.35

Balance Carried To Balance Sheet 40075766.84 31970732.23

The Board of Directors has already under proceeds issuing the Rights Shares in the ratio of 2:1 at a price of Rs.25.00 per share (including premium of Rs. 15.00 per share or such other price as may be decided by the board.

REVIEW OF OPERATIONS & FUTURE OULLOOK

1. PROFIT FROM WASTE : Company plans to manufacture Ammounium Sulphate from effluent, which at present is drained away, additional investment of Rs.60 lacs is required which is invested from internal accruals, company has already placed order for required machinery & expects to start productions by 31s1 March2011 This will add to profitability of company.

2. CREATING NEW CAPACITIES : Company plans to increase capacity by appx. 80 % of existing capacity of Metronidazole (MTZ) and Metronidazole Benzoate (MBO) i.e.from 35 M.T. (MTZ) to 65 M.T.(MTZ) and from 10.5 M.T. (MBO) to 20 M.T. (MBO) respectively, the company plans to increase capacity by 31st March2011. Appx. Rs. 160 lakhs required will be invested through internal accruals & from bank/financial institution.

3. EXPANDING PRODUCT BASKET : Company plans to add new products i.e. Tinidazole and Glyoxal. Which ill commence production by June2011. Additional investment of Rs. 300 lakhs, would be funded from bank / financial institution.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31s1 March, 2010.

DEPOSITS

The Company has not accepted the deposits from the public as per the Section 58Aof the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTOR

Mr. Jagdish K. Shah & Mr. Chetan K. Mehta Directors of the company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILTY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in preparation of the Annual Accounts for the year ended 31s1 March,2010, the applicable accounting standards had been followed along with proper explanation relating to material departures , if any;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year ended 31st March,2010 and the profit/(Loss) of the Company for the year under review;

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

iv) that the annual accounts for the year ended 31st March,2010 have been prepared on a "going concern basis"

AUDITORS

M/s. Atul Dave & Company, Chartered Accountants, Pune who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. The Company has received the Certificate from them to this effect.

AUDIT COMMITTEE

The Company has formed the Audit Committees as per Section 292A of the Companies Act, 1956. The Members of the Committees are experts in finance matters, company law and general business practice.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditors statement on its compliance.

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

Information in accordance with the provisions of Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

EMPLOYEES:

There were no employees coming under the purview of Section 217(2A) of the Companies Act, 1956 and the rules frame there under.

DISCLOSURE UNDER SECTION 274

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

ACKNOWLEDGEMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.

For and on behalf of the Board of Directors

Jagdish K.Shah

Chairman

Place : Mumbai

Date : 27th August, 2010

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