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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ambalal Sarabhai Enterprises Ltd.

Mar 31, 2025

Your directors regret their inability to recommend payment of any dividend.

Consolidated Results:

The company has demonstrated an increase in both turnover and net profit, reflecting strong operational and financial performance. Looking ahead, the company remains committed to achieving even greater milestones.

Its focused subsidiaries have recorded significant progress in key areas including Active Pharmaceutical Ingredients (API) manufacturing, Molecular Diagnostics, niche Effervescent products, and the development of indigenously manufactured testing instruments under the "Made in India" initiative.

Maintaining a clear emphasis on disease-based solutions, the company continues to leverage its robust technological capabilities in both healthcare and electronics. These competencies are expected to serve as key growth drivers in the years to come.

The Directors hereby present their 47th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2025.

('' in Crores)
	2024-25	2023-24
(Consolidated Accounts)
Turnover (Net)	196.19	173.57
Other Income	11.38	10.38
Total Income	207.57	183.95
Financial Cost	4.26	3.76
Depreciation	4.01	3.57
Profit/Loss before
extra-ordinary Income	11.19	9.36
Net Profit/ (Loss) before
Exceptional Items & Taxation	11.83	6.65
Net Profit (Loss)	4.93	5.68

Asence Group:

Asence Inc., a wholly - owned subsidiary of the Company, specializes in the supply of quality pharmaceutical preparation (Finished Dosage Forms and Active Pharmaceutical Ingredients) to the international markets.

Asence is developing some novel products for the European and US markets using the infrastructure of the group companies.

Asence through its operations in India and USA, markets and distributes pharmaceutical preparations worldwide and has more than 100 registered products internationally with an impressive pipeline and capability for development of new medicines.

The new Oncology and Synthetic API plant at Ranoli, Vadodara has filed for European and US regulatory accreditations.

The new API plant is set up to meet all domestic and international regulatory standards and will manufacture niche molecules that have a global requirement.

Sarabhai Chemicals (India) Pvt. Ltd.:

Sarabhai Chemicals, a subsidiary Company, has made inroads in the domestic market with key strategic products in Oncology, Infertility and Uro-gynaec areas.

The NCLT has approved scheme of arrangement in the nature of demerger and vesting of the oncology and profertility division of SCIPL in to Asence Pharma Private Limited wide order dated 25.10.2024.

It has entered in to a marketing tie-up with an external company to boost its sales.

Suvik Hitek Pvt. Ltd.:

Suvik, a wholly owned subsidiary of the Company, is manufacturing Pharmaceuticals products and marketing Generics and Veterinary products in the domestic market.

Synbiotics Limited:

Synbiotics is a USFDA inspected manufacturing Company in the fermentation area. It manufactures an antifungal active ingredient - Amphotericin B product which has an expanding global market.

Systronics (India) Limited:

It has two divisions Systronics & Telerad.

SYSTRONICS is a leading manufacturer of Analytical and Test & Measuring instruments distributing its products across India. It has various new products launched/in the pipeline and are progressing well in the Indian market.

TELERAD is one of the oldest representatives of SONY in India and promotes Broadcast and Professional Video/ Audio products of various International Companies across India. Roland, Sennheiser, Haivision and many other International agencies have alliances with Telerad.

Sarabhai M. Chemicals Ltd.:

Sarabhai M Chemicals Ltd, a wholly owned subsidiary company is increasing its Vitamin C coated products manufacturing.

Joint Venture Companies:

Vovantis Laboratories Pvt. Ltd.:

Vovantis, a joint venture Company has a USFDA approved manufacturing plant in Ranoli. Its effervescent and general products have an increased focused in the USA and European markets. Its products are sold worldwide.

CoSara Diagnostics Pvt. Ltd.:

CoSara, a joint venture company, has the exclusive manufacturing rights in India for the complete menu of its US partner - Co-Diagnostics Inc. infectious disease molecular diagnostics kits.

The company has invested in a portable and affordable PCR machine that can test for Tuberculosis (TB) and Human Papilloma Virus (HPV) in an effective and easy way and can be the perfect solution for large scale screening. Currently it has more than fifteen IVD approved Molecular tests manufactured at its plant in Ranoli, Gujarat and sold across India and exported as well.

Corporate Governance:

Pursuant to provisions of SEBI (LODR), Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding Compliance of Conditions of Corporate

Governance are made part of the Annual Report. Subsidiaries:

The Company has 8 (eight) subsidiaries and 2 (two) joint ventures and one associate company. Their performance is integrated in the consolidated accounts.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statement, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directors and Key Managerial Personnel:

The Board of Directors consists of 10 (Ten) members, of which 5 (five) are Independent Directors, 3 (three) executive directors and 2 (two) nominee directors. The Board includes two Woman Directors. The Board consists of Mr. Kartikeya V. Sarabhai (Executive Chairman), Mr. Mohal K. Sarabhai (Managing Director), Ms. Chaula M. Shastri (Whole-time Director), Five Independent Directors, Mr. Brijesh Khandelwal, Mr. Govindprasad Namdeo, Mr. Mayur Swadia, Dr. Pushpa Robin and Mr. Satyen Dave and two Nominee Directors, Mr. Ajay Mayor and Mr. Bharatendu Jani.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kartikeya V. Sarabhai -(Executive Director), Mr. Mohal K. Sarabhai (Managing Director), Ms. Chaula M. Shastri (Whole-time Director), Mr. Jinal Shah (Chief Financial Officer) and Ms. Disha M. Punjani (Company Secretary); are the Key Managerial Personnel of the Company.

During the financial year 2024-25, Mr. Navinchandra Patel (CFO) resigned w.e.f. 29.06.2024 and Mr. Jinal Shah was appointed as CFO of the Company w.e.f. 26.07.2024.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mohal K. Sarabhai (DIN: 00334441) is the director retiring by rotation and being eligible has offered himself for re-appointment. Pursuant to Regulation 36 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI (LODR)â) read with Secretarial Standard-2 on General Meeting, brief profile of the Director re-appointed is appended to the Notice ofAnnual General Meeting.

Declaration by Independent Directors:

The Independent Director have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Annual Evaluation:

The Board of Directors has carried out an annual Evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under Listing Regulation.

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of the Committees Meeting, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors including the Chairman and other Executive and Non-Executive Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. NRC found their performance satisfactory.

Particulars of Loans, Guarantees or Investments:

Information regarding loans, guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions:

Since all the related party transactions are carried out in the ordinary course of business on arm''s length basis such transactions entered into by the Company during

the financial year did not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. However a disclosure in this regard is provided in Annexure-A.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

During the year 2024-25, pursuant to Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 all RPTs were placed before Audit Committee for its prior/ omnibus approval.

Material Changes and Commitments:

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Number of Meetings of the Board:

There were 4 (Four) Meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Extract of Annual Return:

Extract of Annual Return is available on the website of Company www.ase.life

Policy of Director''s Appointment and Remuneration and other details:

The Company''s policy on director''s appointment and remuneration and other matters provided in Section 178(3) of the Act has been followed by Nomination and Remuneration Committee or Key Managerial Personnel. They have fixed criteria for appointment of directors and Key Managerial Persons. Every year their performance is evaluated by the Committee and accordingly suitable recommendations are made.

Internal Financial Control Systems and their adequacy:

The Company has an Internal Control System commensurate with size, scale and complexity of its operations. The Company has appointed an Independent Internal Auditor who carries out Internal Auditing works according to policies and rules framed to monitor and control financial transactions within the Company and submits his report at every quarter which is put before the Audit Committee for their perusal.

Audit Committee:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Risk Management:

The Audit Committee of the Company is assigned the task to frame, implement and monitor the risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Corporate Social Responsibility (CSR):

During the year under review the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

Particular of Employees:

The information required U/s. 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 will be provided upon request in terms of section 136 of the Act, the reports and accounts are being sent to the members and other excluding the information on employees'' particulars, which is available for inspection by members at the registered office of the Company during 2:00 p.m. to 4:00 p.m. on working days of the Company up to the date of AGM. If any Member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company. There is no employee drawing salary in excess of limit prescribed in

Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year neither there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the end of the year.

Details of Significant Orders passed by Regulators or Courts:

There is no significant or material order passed by any Regulators or courts during the financial year.

Disclosure Pursuant to section 197(14) of the Companies Act 2013

Mr. Mohal K. Sarabhai, Managing Director is paid Re. 1/- per month as a token for Ambalal Sarabhai Enterprises Limited and he is drawing remuneration from Asence Pharma Private Limited, Synbiotics Limited, Systronics India Limited and Asence INC, USA. Other than him no Whole time director of the Company was in receipt of any remuneration/ commission from the company''s holding/ subsidiary companies during the financial year.

Details of Establishment of Vigil Mechanism:

The Company has formulated Whistle Blower policy to establish a vigil mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspended fraud or violation of Company''s code of conduct policy.

Details under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has established Internal Complaints Committee to redress the complaints received from any woman employee of the Company as required under the provisions of the Act.

Fraud Reporting:

There was no fraud reporting by the Auditors of the Company u/s. 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the year under review.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended 31.03.2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31.03.2025 and of the profit of the Company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a ''going concern'' basis.

e) The Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Business Responsibility Report (BRR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility Reporting is not applicable to the Company.

Insurance:

Building, Plant and Machinery and Stocks, have been adequately insured.

Auditors: -

(A) Internal Auditors

M/s. Gautam Joshi and Co LLP (Formerly known as Gautam Joshi & Co.) Chartered Accountants has been appointed as Internal Auditor for the Financial Year 2024-25. The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by Audit Committee. The Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(B) Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Sorab

S. Engineers & Co. Chartered Accountants, (Firm Registration No. 110417W), are appointed as Auditors by the Members in the AGM held on 21.09.2022 to hold office until the conclusion of 47th Annual General Meeting, to be held in the year 2027.

The Statutory Auditor''s comment on your Company''s account for the year ended March 31, 2025 are self-explanatory in nature and do not require any explanation. The Auditor''s Report does not contain any qualification or adverse remarks.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RPSS & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report issued is appended to this report as annexure. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is self-

explanatory and need no further clarification. Acknowledgement:

Your Directors would like to take opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further they would also like to place on record their sincere appreciation for dedication and hard work put in by one and all Members of Sarabhai Pariwar including workers.

For and on behalf on the Borad Kartikeya V. Sarabhai Chairman

Date : 30.05.2025 Place : Vadodara

ANNEXURE TO THE DIRECTORS'' REPORT

Disclosure of additional particulars as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, forming part of the Directors'' Report for the year ended 31.03.2025.

A. Conservation of Energy &

B. Technology absorption

During the year under report, there was no production activities carried out in the Company and therefore, details are not required to be given.

C. Foreign Exchange Earnings and Outgo

i. The Company is making all efforts to boost up the exports of its various products.

ii. Total Foreign Exchange Earned and Used:

'' in Lakhs

Foreign exchange earned Nil

Foreign exchange used 22.70

Management Discussions and Analysis Report : Overview of Indian Pharmaceutical Industry 2025 Introduction

India is the largest provider of generic drugs globally and is known for its affordable vaccines and generic medications. The Indian Pharmaceutical industry is currently ranked third in pharmaceutical production by volume after evolving over time into a thriving industry

growing at a CAGR of 9.43% since the past nine years. Generic drugs, over-the-counter medications, bulk drugs, vaccines, contract research & manufacturing, biosimilars, and biologics are some of the major segments of the Indian pharma industry.

India has highest number of pharmaceutical manufacturing facilities that comply with the US Food and Drug Administration (USFDA) and has 500 API producers that make for around 8% of the worldwide API market.

Indian pharmaceutical sector supplies over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in the UK.

The domestic pharmaceutical industry includes a network of 3,000 drug companies and ~10,500 manufacturing units.

India enjoys an important position in the global pharmaceuticals sector. The country also has a large pool of scientists and engineers with a potential to steer the industry ahead to greater heights.

Presently, over 80% of the antiretroviral drugs used globally to combat AIDS (Acquired Immune Deficiency Syndrome) are supplied by Indian pharmaceutical firms.

India is rightfully known as the "pharmacy of the world" due to the low cost and high quality of its medicines.

Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally.

Transformed over the years as a vibrant sector, presently Indian Pharma ranks third in pharmaceutical production by volume. The Pharmaceutical industry in India is the third largest in the world in terms of volume and 14th largest in terms of value. The Pharma sector currently contributes to around 1.72% of the country''s GDP.

According to a recent EY FICCI report, there has been a growing consensus over providing new innovative therapies to patients.

Indian pharmaceutical market is estimated to touch US$ 130 billion in value by the end of 2030.

MARKET SIZE

Market size of India pharmaceuticals industry is expected to reach US$ 65 billion by 2025, ~US$ 130

billion by 2030 and US$ 450 billion market by 2047.

According to the government data, the Indian pharmaceutical industry is worth approximately US$ 50 billion with over US$ 25 billion of the value coming from exports.

Overview of Indian Scientific Instruments Market 2025

The India Scientific Instruments Market is projected to witness 13 % to 14 % growth rate during 2025 to 2029. The growth is expected because research and development activities expanding across various sectors is increasing. Scientific instruments play a vital role in advancing scientific knowledge and innovation. The market''s outlook is positive, driven by increasing investments in education and technology. Challenges include providing advanced technologies at affordable costs and ensuring skilled workforce availability.

Drivers of the market

The India scientific instruments market growth is influenced by various drivers. The expansion of research and development activities in sectors such as pharmaceuticals, biotechnology, healthcare, and academia drives the demand for scientific instruments. Technological advancements and the need for accurate and efficient measurement and analysis tools contribute to the market''s growth. Government initiatives to promote scientific research and innovation also impact the adoption of these instruments. Moreover, the rise of industrial automation and the demand for quality control solutions further fuel the market.

Challenges of the Market

The India scientific instruments market has grown with research and industrial development. Challenges include keeping up with rapidly evolving technologies, ensuring accuracy and precision, and addressing budget constraints for research institutions.

Overview of Diagnostics Market 2025 Market Landscape & Growth Outlook

The global laboratory diagnostics sector is experiencing solid expansion, driven by rising healthcare demands, aging populations, and the push for precision medicine. In 2024, the global medical and diagnostic lab services market is valued at US$197 billion, projected to reach US$291.6 billion by 2029 with a CAGR of 8.1% [1]. The standalone laboratory diagnostics segment is valued at US$60 billion and is forecasted to cross US$95 billion by 2033 (5.1% CAGR) [2].

Core Departments in Diagnostics & Functions

1. Clinical Chemistry - Analyzes blood and fluids for biochemical markers (e.g., glucose, cholesterol).

2. Hematology - Studies blood disorders and performs complete blood counts.

3. Microbiology - Detects bacteria, viruses, fungi causing infections.

4. Immunology/Serology - Tests immune responses, identifies antibodies.

5. Pathology - Examines tissue samples for signs of disease, particularly cancer.

6. Transfusion Services - Ensures safe blood transfusions.

7. Molecular Diagnostics - Uses DNA/RNA tests to diagnose genetic, infectious, and cancerous diseases.

Molecular Diagnostics: The New Standard

Estimated at US$27 billion in 2024, molecular diagnostics is forecast to reach US$46.8 billion by 2032 (7.1% CAGR) [3]. It accounts for nearly 45-50% of the lab diagnostics market.

- High Precision: Detects diseases at the molecular levelâoften before symptoms arise.

- Faster Results: Provides results in hours vs. days.

- Tailored Care: Enables targeted treatment (precision medicine).

Technically, it uses PCR (Polymerase Chain Reaction), Next-Generation Sequencing (NGS), and microarrays to amplify and detect specific genetic material.

Liquid Biopsy: Non-Invasive Breakthrough

Liquid biopsy analyzes circulating tumor DNA (ctDNA) or cells in blood to detect cancer. It''s less invasive than tissue biopsies and offers real-time disease tracking.

- Market: US$6 billion in 2024, projected to US$11.3 billion by 2029 ( 11.9% CAGR) [4].

- Widely adopted in UK (NHS): enables diagnosis 16 days faster than traditional methods [5].

- Helps in early detection, monitoring treatment response, and spotting recurrence.

POC Molecular Diagnostics: Meeting the Moment

Point-of-care (POC) molecular diagnostics brings lab-

level testing to clinics, ambulances, and even homes.

- Market size: US$3.6 billion in 2024, expected to reach US$7-11 billion by 2030 [6][7].

- Uses portable devices like cartridge-based PCR, CRISPR tools, and lab-on-a-chip technology.

- Supports fast decisions in rural clinics, during outbreaks, or in emergency rooms.

Why it Matters:

- Reduces delays and unnecessary referrals.

- Enables access in underserved areas.

- Crucial in detecting infections (COVID, TB), cancer mutations, and genetic conditions.

Mar 31, 2024

The Directors hereby present their 46th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2024.

('' in Crores)

	2023-24	2022-23
(Consolidated Accounts)
Turnover (Net)	173.57	170.28
Other Income	10.38	12.49
Total Income	183.95	182.77
Financial Cost	3.76	2.44
Depreciation	3.57	2.76
Profit/Loss before
extra-ordinary Income	9.36	15.87
Net Profit/ (Loss) before Taxation	6.65	15.17
Net Profit (Loss)	5.68	11.45

Your directors regret their inability to recommend payment of any dividend.

Consolidated Results:

The Company''s strategy of moving each business to a focused subsidiary has led to better growth and has been a success over the past few years.

This year the Company has completed the investment in a modern active pharmaceutical ingredients (API) plant as well as enhanced its molecular diagnostics research capabilities and positive results from those decisions are expected in the current year after regulatory clearances.

Asence Group:

Asence is developing some novel products for the European and US markets using the infrastructure of the group companies.

In June 2023, Asence Pharma Pvt. Ltd., a subsidiary of the Company has commenced its new oncology and synthetic API plant at Ranoli, Vadodara.

The new API plant is set up to meet all domestic and international regulatory standards and will manufacture niche molecules that have a global requirement.

Sarabhai Chemicals (India) Pvt. Ltd.:

Sarabhai Chemicals, a subsidiary Company, has made inroads in the domestic market with key strategic products in Oncology, Infertility and Uro-gynaec areas.

The Company has approved the Scheme of Arrangement in the nature of Demerger and vesting of the oncology and Profertility Division of Sarabhai Chemicals (India) Private Limited (SCIPL) into Asence Pharma Private Limited (APPL) after approval of shareholders of the respective companies, and subject to the approval of NCLT, Creditors and other regulatory bodies as applicable, under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013. The scheme has been filed with NCLT.

It has entered in to a marketing tie-up with an external company to boost its sales.

Suvik Hitek Pvt. Ltd.:

Suvik, a wholly owned subsidiary of the Company, is manufacturing Pharmaceuticals products and marketing Generics and Veterinary products in the domestic market.

Synbiotics Limited:

Synbiotics is a USFDA inspected manufacturing Company in the fermentation area. It manufactures an antifungal active ingredient - Amphotericin B product

which has an expanding global market.

Systronics (India) Limited:

It has two divisions Systronics & Telerad.

TELERAD is one of the oldest representatives of SONY in India promoting Broadcast and Professional Video/ Audio products of various International Companies across India.

Sarabhai M. Chemicals Ltd.:

Sarabhai M Chemicals Ltd, a wholly owned subsidiary company has started its Vitamin C coated products manufacturing since August 2019.

Joint Venture Companies:

Vovantis Laboratories Pvt. Ltd.:

Vovantis, a joint venture Company is manufacturing USFDA inspected effervescent product manufacturing company with increased focus on the USA and European markets.

CoSara Diagnostics Pvt. Ltd.:

CoSara, a joint venture company has the exclusive manufacturing rights in India for the complete menu of its US partner - Co-Diagnostics Inc. infectious disease molecular diagnostics kits. Recently, Co-Diagnostics has shared that they have been awarded grants by the Bill & Melinda Gates Foundation related to the Tuberculosis (TB) and Human Papillomavirus (HPV) tests on the Co-Dx PCR Homeâ¢ platform. CoSara expects to extend their existing partnership with Co-Dx covering research and development projects to the TB and HPV products on the new platform, in addition to providing future manufacturing capacity at its plant in Ranoli, Gujarat..

Corporate Governance:

Subsidiaries:

The Company has 8 (eight) subsidiaries and 2 (two) joint ventures and one associate company. Their performance is integrated in the consolidated accounts.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statement, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directors and Key Managerial Personnel:

The Board of Directors consists of 10 (Ten) members, of which 5 (five) are Independent Directors, three executive directors and two nominee directors. The Board includes one woman Director. The Board consists of Mr. Kartikeya V. Sarabhai (Executive Chairman), Mr. Mohal K. Sarabhai (Managing Director), Ms. Chaula M. Shastri (Whole-time Director), Five Independent Directors, Mr. Ashwin Hathi, Mr. Brijesh Khandelwal, Mr. Chandrashekhar Bohra, Mr. Govindprasad Namdeo and Mr. Mayur Swadia, and two Nominee Directors, Mr. Ajay Mayor and Mr. Bharatendu Jani.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kartikeya V. Sarabhai -(Executive Director), Mr. Mohal K. Sarabhai (Managing Director), Ms. Chaula M. Shastri (Whole-time Director), Mr. Navinchandra R. Patel (Chief Financial Officer) and Ms. Disha M. Punjani (Company Secretary); are the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Chaula M. Shastri (DIN: 0604118) is the director retiring by rotation and being eligible offered herself for re-appointment. Pursuant to Regulation 36 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI (LODR)â) read with Secretarial Standard-2 on General Meeting, brief profile of the Director re-appointed is appended to the Notice of Annual General Meeting.

During the financial year 2023-24, Mr. Brjiesh Khandelwal was appointed as an Independent Director of the Company w.e.f. 08.09.2023, Mr. Mohal K. Sarabhai was appointed as a Managing Director of the

Company w.e.f. 21.09.2023, Mr, Govindprasad Namdeo was appointed as an Independent Director of the Company w.e.f. 29.12.2023, Mr. Anil H. Parekh, Non-Executive Director resigned from the Company w.e.f. 29.12.2023, Mr. Ajay Mayor was appointed as a Nominee Director of the Company w.e.f. 29.12.2023 and Mr. Bharatendu P. Jani was appointed as a Nominee Director of the Company w.e.f. 29.12.2023.

Mr. Chandrashekhar Bohra and Mr. Ashwin Hathi ceased to be Independent Directors of the Company upon completion of 2 consecutive terms of 5 years each at the closure of business hours on 31.03.2024. The leadership, expertise and commitment of Mr. Chandrashekhar Bohra and Mr. Ashwin Hathi towards the organization has been invaluable and the Company would continue their association as a Director Emeritus w.e.f. 01.04.2024 for a period of 3 years. They are not Directors as per Companies Act, 2013, as per SEBI (LODR) Regulations, 2015 or as per any other law as applicable to the Company.

In pursuant to Regulation 17 of the SEBI (LODR) Regualtions,2015 NRC Committee held on 29.03.2024 has recommended the Board of Directors and Board of Directors of the company at their meeting held on

29.03.2024 has appointed Mr. Satyen Dave as an additional Independent Director of the Company for a first term of five consecutive years w.e.f. 01.04.2024 subject to approval of members at the ensuing Annual General Meeting of the Company and Dr. Pushpa Robin as an additional Independent Director of the Company for a first term of five consecutive years w.e.f.

01.04.2024 subject to approval of members at the ensuing Annual General Meeting of the Company.

Mr. Satyen Dave is a passionate and technical engineering leader having national and international experience of 19 years in Power & Oil / Gas industry with a sound record of solution-based critical thinking and positive results.

Dr. Pushpa Robin has been teaching in the Department of Biochemistry at The Maharaja Sayajirao University of Baroda, Vadodara 390 002, India, since July, 1994 and has a varied experience in Molecular Biology and Biochemistry. She has also worked on various projects on Biochemical and Biotechnological approaches.

Declaration by Independent Directors:

Annual Evaluation:

Particulars of Loans, Guarantees or Investments:

Information regarding loans, guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions:

Since all the related party transactions are carried out in the ordinary course of business on arm''s length basis such transactions entered into by the Company during the financial year did not attract the provisions of Section 188 of the Companies Act, 2013. There are no

materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

During the year 2023-24, pursuant to Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 all RPTs were placed before Audit Committee for its prior/ omnibus approval.

Material Changes and Commitments:

Number of Meetings of the Board:

There were 13 (Thirteen) Meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Extract of Annual Return:

Extract of Annual Report is available on the website of Company www.ase.life

Policy of Director''s Appointment and Remuneration and other details:

Internal Financial Control Systems and their adequacy:

monitor and control financial transactions within the Company and submits his report at every quarter which is put before the Audit Committee for their perusal.

Audit Committee:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Risk Management:

Corporate Social Responsibility (CSR):

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

Particular of Employees:

Fixed Deposits:

The Company has not accepted any fixed deposit during the year neither there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the end of the year.

Details of Significant Orders passed by Regulators or Courts:

There is no significant or material order passed by any Regulators or courts during the financial year.

Disclosure Pursuant to section 197(14) of the Companies Act 2013

Mr. Mohal K. Sarabhai, Managing Director is paid Re. 1/- per month as a token by Ambalal Sarabhai Enterprises Limited and he is drawing remuneration from Asence Pharma Private Limited, Synbiotics Limited, Systronics India Limited and Asence INC, USA. Other than him no Whole time director of the Company was in receipt of any remuneration/ commission from the company''s subsidiary companies during the financial year.

Details of Establishment of Vigil Mechanism:

Details under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has established Internal Complaints Committee to redress the complaints received from any woman employee of the Company as required under the provisions of the Act.

Fraud Reporting:

There was no fraud reporting by the Auditors of the Company u/s. 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the year under review.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting

standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31.03.2024 and of the profit of the Company for the year ended on that date.

d) The Directors have prepared the annual accounts on a ''going concern'' basis.

e) The Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Business Responsibility Report (BRR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalization. Since the Company is not covered under top 1000 listed entities based on market capitalization, Business Responsibility Reporting is not applicable to the Company.

Insurance:

Building, Plant and Machinery and Stocks, have been adequately insured.

Auditors: -

(A) Internal Auditors

M/s. Gautam Joshi & Co., Chartered Accountants has been appointed as Internal Auditor for the Financial Year 2023-24. The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by Audit Committee. The

Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(B) Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Sorab S. Engineers, Chartered Accountants, (Firm Registration No. 110417W), are appointed as Auditors by the Members in the AGM held on 21.09.2022 to hold office until the conclusion of 49th Annual General Meeting, to be held in the year 2027.

The Statutory Auditor''s comment on your Company''s account for the year ended March 31, 2024 are self-explanatory in nature and do not require any explanation. The Auditor''s Report does not contain any qualification or adverse remarks.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RPAP & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report issued is appended to this report as annexure. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is selfexplanatory and need no further clarification.

Acknowledgement:

For and on behalf on the Borad Kartikeya V. Sarabhai Chairman

Date : 24.05.2024 Place : Vadodara

Mar 31, 2023

The Directors hereby present their 45th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2023.

(Rs. in Lakhs)
	2022-23	2021-22
(Consolidated Accounts)
Turnover (Net)	17,028	19,675
Other Income	1,249	4,202
Total Income	18,277	23,876
Financial Cost	244	170
Depreciation	276	232
Profit/Loss before
extra-ordinary Income	1,587	6,289
Net Profit/ (Loss) before Taxation	1,483	5,419
Net Profit (Loss)	1,110	4,722

Your directors regret their inability to recommend payment of any dividend.

Consolidated Results:

The Companyâs strategy of moving each business to a focused subsidiary has led to better growth and has been a success over the past few years. The Company has shown an overall increase in both turnover and net profit and the company strives to perform even better in the future.

Asence Group:

Asence is developing some novel products for the European and US markets using the infrastructure of the group companies.

Asence Pharma Pvt. Ltd. specializes in the supply of quality pharmaceutical preparations (Bulk Drugs and Formulations) to domestic and international markets.

In June 2023, Asence Pharma Pvt., Ltd. a subsidiary of the Company has commenced its new oncology and synthetic API plant at Ranoli, Vadodara.

The new API plant is set up to meet all domestic and international regulatory standards and will manufacture niche molecules that have a global requirement.

Sarabhai Chemicals (India) Pvt. Ltd.:

Sarabhai Chemicals, a subsidiary Company, has made inroads in the domestic market with key strategic products in Oncology, Infertility and Uro-gynaec areas.

It has entered in to a marketing tie-up with an external company to boost its sales.

Suvik Hitek Pvt. Ltd.:

Suvik, a wholly owned subsidiary of the Company, is manufacturing Pharmaceuticals products and marketing Generics and Veterinary products in the domestic market.

Synbiotics Limited:

Synbiotics is a USFDA inspected manufacturing Company in the fermentation area. It manufactures an antifungal active ingredient - Amphotericin B product which has an expanding global market.

Systronics (India) Limited:

It has two divisions Systronics & Telerad.

SYSTRONICS is a leading manufacturer of Analytical and Test & Measuring instruments distributing its products across India. It has recently introduced 2 new products for Indian market.

TELERAD is one of the oldest representatives of SONY in India promoting Broadcast and Professional Video/ Audio products of various International Companies across India.

Sarabhai M. Chemicals Ltd.:

Sarabhai M Chemicals Ltd, a wholly owned subsidiary company has started its Vitamin C coated products manufacturing since August 2019.

Joint Venture Companies:Vovantis Laboratories Pvt. Ltd.:

Vovantis, a joint venture Company is manufacturing USFDA inspected effervescent product manufacturing company with increased focus on the USA and European markets. It has recently set up a state of the art manufacturing facility to expand its business.

CoSara Diagnostics Pvt. Ltd.:

CoSara, a joint venture company has the exclusive manufacturing rights in India for the complete menu of its US partner - Co-Diagnostics Inc. infectious disease molecular diagnostics kits. Recently, Co-Diagnostics has recently shared that they have been awarded grants by the Bill & Melinda Gates Foundation related to the Tuberculosis (TB) and Human Papillomavirus (HPV) tests on the Co-Dx PCR Homeâ¢ platform. CoSara expects to extend their existing partnership with Co-Dx covering research and development.

Corporate Governance:

Pursuant to provisions of SEBI (LODR), Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and Auditorsâ Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Annual Report.

Subsidiaries:

The Company has 8 (eight) subsidiaries and 2 (two) joint ventures and one associate company. Their performance is integrated in the consolidated accounts.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statement, the Consolidated

Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directors and Key Managerial Personnel:

The Board of Directors consists of 6 (Six) members, of which 3 (three) are Independent Directors. two executive directors and one non-executive director The Board also comprises of one woman Director. The Board consists of Mr. Kartikeya V. Sarabhai (Chairman & Whole-time Director), Ms. Chaula M. Shastri (Wholetime Director), Mr. A. H. Parekh(Non-executive Director, Mr. Ashwin P. Hathi (Independent Director), Mr. Chandrashekhar B. Bohra (Independent Director) and Mr. Mayur Swadia (Independent Director)

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kartikeya V. Sarabhai -Chairman & Whole-time Director, Ms. Chaula M. Shastri- Wholetime Director, Mr. Navinchandra Patel- Chief Financial Officer and Mr. Damodar Sejpal- Company Secretary; are the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kartikeya V. Sarabhai (DIN: 00313585) is the director retiring by rotation and being eligible has offered himself for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Director reappointed is appended to the Notice of Annual General Meeting.

In pursuant to Regulation 17 of the SEBI (LODR) Regualtions,2015

Nomination and Remuneration Committee at its meeting held on 24th August,2023 has recommended the Board of Directors and Board of Directors of the Company at their meeting held in 24h August,2023 has re-appointed Mr. Kartikeya V. Sarabhai, as Executive Chairman for period of 3 years from 1st April,2024 to 31st March,2027 and Ms. Chaula M. Shastri, Wholetime Director for further period of 3 years from 1st April, 2024 to 31st March, 2027 subject to approval of members at the ensuing Annual General Meeting. Their term of appointments will be ending on 31st March, 2024.

Nomination and Remuneration Committee at its meeting held on 24th August,2023 has recommended the Board of Directors and Board of Directors of the

Company at their meeting held in 24h August,2023 has appointed Mr. Mohal Sarabhai (DIN:00334441) as a Managing Director of the Company w.e.f. 21st September, 2023, for a term of 3 years, subject to approval of members at the ensuing Annual General Meeting of the Company.

Declaration by Independent Directors:

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under Listing Regulation.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Particulars of Loans, Guarantees or Investments:

Information regarding loans, guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions:

Since all the related party transactions are carried out in

the ordinary course of business on armâs length basis such transactions entered into by the Company during the financial year did not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

During the year 2022-23, pursuant to Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 all RPTs were placed before Audit Committee for its prior/ omnibus approval.

Material Changes and Commitments:

Number of Meetings of the Board:

There were Seven Meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Extract of Annual Return:

Extract of Annual Report is available on the website of Company www.ase.life

Policy of Directorâs Appointment and Remuneration and other details:

The Companyâs policy on directorâs appointment and remuneration and other matters provided in Section 178(3) of the Act has been followed by Nomination and Remuneration Committee or Key Managerial Personnel. They have fixed criteria for appointment of directors and Key Managerial Persons. Every year their performance is evaluated by the Committee and accordingly suitable recommendations are made.

Internal Financial Control Systems and their adequacy:

The Company has an Internal Control System commensurate with size, scale and complexity of its

operations. The Company has appointed an Independent Internal Auditor who carries out Internal Auditing works according to policies and rules framed to monitor and control financial transactions within the Company and submits his report at every quarter which is put before the Audit Committee for their perusal.

Audit Committee:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Risk Management:

Corporate Social Responsibility (CSR):

During the year under review the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

Particular of Employees:

The information required U/s. 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 will be provided upon request in terms of section 136 of the Act, the reports and accounts are being sent to the members and other excluding the information on employeesâ particulars, which is available for inspection by members at the registered office of the Company during 2:00 p.m. to 4:00 p.m. on working days of the Company up to the date of AGM. If any Member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company. There is no employee drawing salary in excess of limit prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year neither there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the

end of the year.

Details of Significant Orders passed by Regulators or Courts:

There is no significant or material order passed by any Regulators or courts during the financial year.

Disclosure Pursuant to section 197(14) of the Companies Act 2013

No Whole time director of the Company was in receipt of any remuneration/ commission from the companyâs holding/ subsidiary companies during the financial year.

Details of Establishment of Vigil Mechanism:

Details under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has established Internal Complaints Committee to redress the complaints received from any woman employee of the Company as required under the provisions of the Act.

Fraud Reporting:

There was no fraud reporting by the Auditors of the Company u/s. 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the year under review.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directorsâ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended 31.03.2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company as on 31.03.2023 and of the profit of the Company for the year ended on that date.

d) The Directors have prepared the annual accounts on a âgoing concernâ basis.

e) The Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Business Responsibility Report (BRR)

Insurance:

Building, Plant and Machinery and Stocks, have been adequately insured.

Auditors: -

(A) Internal Auditors

M/s. Gautam Joshi & Co., Chartered Accountants has been appointed as Internal Auditor for the Financial Year 2022-23. The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by Audit Committee. The Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(B) Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Sorab

S. Engineers & Co., Chartered Accountants, (Firm Registration No. 110417W), are appointed as Auditors by the Members in the AGM held on 21.9.2022 to hold office until the conclusion of 47th Annual General Meeting, to be held in the year 2027.

The Statutory Auditorâs comment on your Companyâs account for the year ended March 31, 2023 are self-explanatory in nature and do not require any explanation. The Auditorâs Report does not contain any qualification or adverse remarks.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RPAP & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit Report issued is appended to this report as Annexure. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is selfexplanatory and need no further clarification.

Acknowledgement:

Mar 31, 2018

The Directors hereby present their 40th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2018.

(Rs. lakh)

	2017-18	2016-17
(Consolidated accounts)
Turnover (Net)	12562	13634
Other Income	2504	622
Total Income	15066	14256
Financial Cost	336	471
Depreciation	212	427
Profit/Loss before
extra ordinary Income	796	(1362)
Net Profit/(Loss) before taxation	796	(1362)
Net Profit (Loss)	110	(1911)

Your directors regret their inability to recommend payment of any dividend.

Consolidated Results :

The Company''s strategy of moving each business into a focused subsidiary has led to better growth and has seen success over the past few years. While the Company shows a slight decrease in sales, considering other income, the Company has shown a profit of Rs 7.96 crores. As a result of the IND AS the sales of our joint venture company are now not included in overall sales.

Sarabhai Chemicals (India) Pvt. Ltd.

Sarabhai Chemicals, a subsidiary company has made inroads in the domestic market with key strategic products in Oncology, Infertility and Uro-gynaec areas. These three sub-division of the company are marketing speciality pharmaceutical products under the Sarabhai house mark across India

Asence Group

Asence Inc a wholly-owned subsidiary of the Company, specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to the international markets.

Asence is concentrating on its exports business along with its domestic sales and setting up a new finished dosage manufacturing plant which will be operational in the 1st quarter of the year 2019.

Suvik Hitek Pvt. Ltd.

Suvik, a wholly owned subsidiary of the Company, is manufacturing Pharmaceutical products and marketing various generic products and veterinary products in the domestic market.

Synbiotics Limited

Synbiotics is a USFDA inspected manufacturing company in the fermentation area. It manufactures an antifungal active ingredient product which has an expanding global market.

Systronics (India ) Limited

It has two divisions Systronics & Telerad.

SYSTRONICS, is a leading manufacturer of Analytical and Test & Measuring instruments distributing its products in India.

TELERAD is one of the oldest representatives of SONY in India promoting Broadcast and Professional Video/Audio products of various international companies.

Sarabhai M. Chemicals Ltd.

Sarabhai M Chemicals ltd, a wholly owned subsidiary company will start its Vitamin C coated products manufacturing in the year 2019.

Joint Venture Companies:

Vovantis Laboratories Pvt. Ltd.

Vovantis, a joint venture company is a USFDA inspected effervescent product manufacturing company with increased focus on the USA and European markets.

Cosara Diagnostics Pvt.Ltd .

Cosara Diagnostics is a new company promoted by Synbiotics Limited in partnership with Co-diagnostics of USA to manufacture and market molecular diagnostics products globally.

Corporate Governance:

Pursuant to provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Annual Report.

Subsidiaries:

The Company has 8 owned subsidiaries and two joint venture and one associate company. Their performance is integrated in the consolidated accounts.

Consolidated financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statement, the Consolidated Financial Statements, which from part of the Annual Report and Accounts, are attached herewith.

Directors and Key Managerial Personnel:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. K. Mohandas, who retires by rotation and being eligible, offers himself for the appointment.

The three whole time directors namely Mr. Anil. H. Parekh, Ms. Chaula Shastri and Mr. Kartikeya. V. Sarabhai have been reappointed by the Board for a further period of three years. These resolutions are proposed for your approval in the ensuing AGM.

Declaration by Independent Directors:

The independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6)

The five year term of Independent directors will come to an end on 31st March 2019.The resolutions for reappointment for a further term of five years in respect of Mr. Ashwin P Hathi , Mr. Chandra Shekhar Bohra and Mr.G D Zalani are proposed for your approval .

Annual Evaluation

The Board of Directors has carried out an Annual Evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities Board of India (SEBI) under Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committees meetings, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issued to be discussed, meaningful and constructive contribution and inputs in meetings etc In addition, the Chairman was also evaluated on the key aspects of his role.

Particulars of Loans, Guarantees or Investments:

Information regarding loans, guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions:

During the year 2017-18 , pursuant to section 177 of the Companies Act,213 and SEBI (LODR) Regulations, 2013 all RPTs were placed before Audit Committee for its prior /omnibus approval.

Material Changes and Commitments:

Number of Meetings of the Board:

There were 7 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Extract of Annual Return:

Extract of Annual Return as provided under sub-section (3) of section 92of the Companies Act, 2013 in the prescribed form MGT-9 is annexed to this Report.

Policy on Director''s Appointment and Remuneration and other details:

The Company''s policy on director''s appointment and remuneration and other matters provided in Section 178(3) of the Act has been followed by Nomination and Remuneration Committee while recommending appointment of Directors or key Managerial Personnel. They have fixed criteria for appointment of directors and key Managerial Persons. Every year their performance is evaluated by the committee and accordingly suitable recommendations are made.

Internal Financial Control Systems and their adequacy:

The Company has an Internal Control System commensurate with size, scale and complexity of its operations. The Company has appointed an Independent internal Auditor who carries out Internal auditing works according to policies and rules framed to monitor and control financial transactions within the company and submits his report at every quarter which is put before the Audit Committee for their perusal.

Audit Committee:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report with forms part of this report.

Auditors'' Report and Secretarial Auditors'' Report:

Auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report.

Risk Management:

The Audit committee of the Company is assigned the task to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Corporate Social Responsibility:

Since Company incurred losses for the last financial year (2016-17) and has no profits from its business operations during last three years, the provisions relating to corporate social Responsibility are not attracted.

Particulars of Employees:

The information required under Section 197 of the Act read with the rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 will be provided upon request in terms of section 136 of the Act, the reports and accounts are being sent to the members and others excluding the information on employees'' particulars, which is available for inspection by members at the registered office of the company during 2.00 p.m. to 4.00 p.m. on working days of the Company upto the date of AGM. If any member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company. There is no employee drawing salary in excess of limit prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year neither there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the end of the year.

Details of Significant Orders passed by Regulators or Courts:

There is no significant or material order passed by any regulators or courts during the financial year.

Disclosure Pursuant o section 197(14) of the Companies Act 2013:

No Whole time director of the company was in receipt of any remuneration or commission from the company''s holding or subsidiary companies during the financial year.

Details of Establishment of Vigil Mechanism:

The company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the company to report concerns about unethical behaviour, actual or suspended fraud or violation of company''s code of conduct policy.

Disclosure under Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013:

The company has established Internal Complaints committee to redress the complaints received from any woman employee of the company as required under the provisions of Act.

Fraud Reporting:

There was no fraud reporting by the Auditors of the company under section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the year under review.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and foreign Exchange Earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directors'' Responsibility Statement:

As required under Section 134(5) of the Companies Act, 2013, we hereby state:

(i)That in the preparation of the annual accounts , the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii)That the Director have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2018.

(iii)That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguard in the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv)That the Directors have prepared the annual accounts on a going concern basis.

(v)That the directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

(vi)That the Directors have devised proper system to ensure compliances with the provisions of all applicable laws and the systems are adequate and operating effectively.

Insurance:

Building, Plant and machinery and stocks, have been adequately insured. The company carries a risk for certain assets like goods in transit in respect of which any loss resulting from non-insurance is small because of fairly large drop in production and sales.

Statutory Auditors:

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, M/s Khandhar & Associates are appointed as Auditors by the member in their last AGM held on 29-9-2017 to hold office until the conclusion of the 44th Annual General Meeting, to be held in the year 2021-22.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar including workers.

For and on behalf on the Borad

Ahmedabad Kartikeya V Sarabhai

14-8-2018 Chairman

Mar 31, 2016

The Directors hereby present their 38th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March31,2016.

(Rs. lakh)

	2015-16	2014-2015
Turnover(Net)	699	1524
Other Income	9594	1417
Total Income	10293	2941
Financial Cost	199	791
Depreciation	1462	336
Profit/Loss before Extra
Ordinary Income	5768	(915)
Profit/(Loss) before taxation	5768	(915)
Net Profit/(Loss)	4568	(915)

Your directors regret their inability to recommend payment of any dividend in view of carried forward loss till the year.

Consolidated Results:

The Company has 9 wholly owned Subsidiaries and a joint venture company which exhibit consolidated results of total business activities of the group. These companies mainly operate in pharma sector except one viz. Systronics India Ltd which is in the electronics field.. The combined revenue from Operations gone up from 12450 lakhs to 13198 lakhs showing a growth of nearly 6% consequently the profit for the year came to Rs. 4810 lakhs

Pharma Formulations:

The Company continues to manufacture formulations under license and market these through established companies in the market. The Company also manufactures and sells a wide range of Formulation through its distributors.

Sarabhai Chemicals (India) Pvt. Ltd.(SCPL).

Sarabhai Chemicals Specialities, a division of SCPL has been marketing speciality Pharmaceutical products under its three sub-divisions namely Oncology, Infertility and Uro-gynaec. Inspite of adverse market scenario, the company has achieved a turnover of Rs.761 Lakhs

AsenceInc

Asence Inc, a wholly-owned subsidiary of the Company, incorporated in US, specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to international market. The company has achieved a turnover of Rs. 361.69 lakhs for the year.

Asence Pharma Pvt.Ltd., (Asence)

Asence, a wholly owned subsidiary of Asence Inc. has achieved gross turnover of Rs 3884.83 Lakhs with a net profit of Rs.94.69 lakhs for the year ended 31st March, 2016.Although the company could not achieve the expected growth in its sales during the year,lt is expected to grow well in the current year by making full efforts to boost up the international as well as domestic sales.

Vovantis Laboratories Pvt. Ltd., (Vovantis)

During the year, the Company has observed about 16% growth in the operational revenue as compared to previous year. Direct Exports has grown up by about 93% over previous year which is contributing 48% in the total revenue whereas Indirect Exports has been marginally declined by about 14% which is contributing 44% in the total revenue. However, there is no significant change in Domestic Sales which is contributing about 8% in the total revenue. Many new customers have been approached to the Company for supply of existing products as well as for development of new Products in the form of Effervescent Tablets and Granules. As a result, Company could achieve considerable orders from market and booked significant growth in Sales. In view of expecting much more demand in future from the existing as well as new customers, Company is planning to enhance its production capacity by creating additional plant facilities near the existing plant.

Suvik Hitek Private Limited (Suvik)

Suvik, a wholly owned subsidiary of the Company, after starting new business activities of marketing Generics products with effect from 1st January 2015 has achieved a significant growth in its overall business. Suvik expects to achieve better results in the current year due to increase in turnover from Generics business.

In the year under review, Suvik achieved a turnover of Rs. 14.26 lakhs in comparision to Rs. 3.99 lakhs in last year. Consequently the Company has shown net profit ofRs. 3.90 lakhs for the year.

Bulk Drugs:

SYNBIOTICS LIMITED (Synbiotics)

Operations:

During the year under report, there has been an increase of about 17% in the Turnover of the Company over the previous year. This has been mainly due to increased demand of the Companyâs product-Amphotericin Oral grade in the overseas market. Increased off take by overseas parties has also helped in stabilizing the demand for the Companyâs products. Companyâs manufacturing facilities have got recognition from overseas authorities and also received approval from PMDA [Japan], WHO-GMP, EU, and USFDA. Recently USFDA has made inspection of Companyâs manufacturing facilities and Company has made compliance of their observations. Companyâs R &D department is constantly working for improving yield of EP Grade product for which there is a good potential market both at domestic and international level. With the capital investment of Rs.100.00 lacs, Company expects additional turnover of about Rs.200 lacs during the year 2016-17.

ELECTRONICS:

Systronics (Inda) Limited: (Systronics)

During the year under report, the turnover of Sytronics, a wholly owned subsidiary of the Company has increased from Rs 4808 lakhs to Rs. 5601 lakhs and its Net profit has shoot up from Rs. 41.03 lakhs to Rs 105.50 lakhs .Inspite of stiff competition Systronics has performed well and it continues to explore the possibilities of expansion/diversification to achieve better growth.

CORPORATE GOVERNANCE ETC:

Pursuant to provisions of SEBI ( Listing Obligation and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and Auditorsâ Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Annual Report.

Subsidiaries:

The company has nine wholly owned subsidiaries and one joint venture company. The details of their performance are highlighted in this report. M/s. Swetsri Investments Pvt. Ltd. became wholly owned subsidiary of the company during the financial year.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directors and Key Managerial Personnel:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 , Ms. Chaula Shastri, who retires by rotation and being eligible, offers herself for reappointment.

There is no change in directors or Key Managerial personnel of the company.

Declaration by Independent Directors:

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Annual Evaluation

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Particulars of Loans, Guarantees or Investments

Information regarding loans, guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions

Since all the related party transactions are carried out in the ordinary course of business on armâs length basis such transactions entered into by the Company during the financial year did not attract the provisions of Section 188 of the Companies Act, 2013 . There is no âmaterialâ related party transaction . The details to be disclosed in FormAOC-2 is attached.

During the year 2015-16, pursuant to section 177 of the Companies Act,2013 and SEBI(LODR) Regulations ,2015 all RPTs were placed before Audit Committee for its prior/omnibus approval.

Material Changes and Commitments

Number of Meetings of the Board

There were 6 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Extract of Annual Return

Extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in the prescribed form MGT-9 is annexed to this Report.

Policy on Directorâs Appointment and Remuneration and other details

The Companyâs policy on directors appointment and remuneration and other matters provided in Section178(3) of the Act has been followed by Nomination and Remuneration Committee while recommending appointment of Directors or Key Managerial Personnel. They have fixed criteria for appointment of directors and key Managerial Persons. Every year their performance is evaluated by the committee and accordingly suitable recommendation is made.

Internal Financial control systems and their adequacy

The company has an Internal control System commensurate with size, scale and complexity of its operations. During the year the company got its Internal Audit done through its own Internal Audit Department. This department works according to policies and rules framed to monitor and control Financial transactions within the company . Since the Company has its own Internal Auditor, it has not appointed any outside Auditor for Internal Audit work.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Auditorsâ Report and Secretarial Auditorsâ Report

Auditorsâ report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part ofthis report. Regarding appointment of CFO, the Company is in the process of selecting a suitable person for the post of CFO, after resignation of last CFO. Since the company is not able to offer appropriate remuneration package to the suitable candidate due to its adverse financial condition, the process of appointment of CFO is still not finalised. However it is expected that CFO will be appointed soon by the company.

The Company has its own Internal Audit Department which takes care of Internal Audit work.

Risk Management

The Audit committee of the Company is assigned the task to frame., implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Corporate Social Responsibility

The company was incurring losses for last many years, however due to income from sale of land, the company has shown profit of about Rs. 45.68 crores for the year under review and hence the provisions relating to Corporate Social Responsibility are attracted. Accordingly the Company has set up a committee of following directors to frame an appropriate policy to decide the programmes I activities to be undertaken by the Company towards it.

Mr. Kartikeya Sarabhai-Chairman

Mr. A. H. Parekh - Member

Mr.Ashwin Hathi- Member

The company shall spend 2% of average net profit of preceding three financial years towards CSR activities as may be decided by the committee during the current year.

Particulars of Employees

The information required under Section 197 of the Act read with the rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of section 136 of the Act, the reports and accounts are being sent to the members and others excluding the information on employeesâ particulars, which is available for inspection by members at the registered office of the company during 11.00 to 4.00 p.m. on working days of the Company up to the date of AGM. If any member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company.

There is no employee drawing salary in excess of limit prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Fixed Deposits:

The Company has not accepted any fixed deposit during the year neither there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the end of the year.

Details of Significant Orders passed by Regulators or Courts;

There is no significant or material orders passed by any regulators or courts during the financial year.

Disclosure Pursuant to section 197(14) of the Companies Act 2013:

No Whole time director of the company was in receipt of any remuneration or commission from the companyâs holding or subsidiary companies during the financial year.

Details of Establishment of Vigil Mechanism :

The company has formulated a whistle Blower Policy to establish a vigil mechanism for directors and employees of the company to report concerns about unethical behaviour, actual or suspended fraud or violation of companyâs code of conduct policy.

Disclosure under Sexual Harrassment of women at wokplace (Prevention, Prohibition and Redressal) Act, 2013

The company has established Internal Complaints committee to redress the complaints received from any woman employee of the company as required under the provisions ofAct.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directors'' Responsibility Statement.

As required under Section 134(5) of the Companies Act, 2013, we hereby state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2016.

(iii) That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) That the directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

(vi) That the Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and the systems are adequate and operating effectively.

Insurance:

Statutory Auditors:

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, the existing Auditors M/s. Sorab S. Engineer & Co., Chartered Accountants, Mumbai, (Reg.No. 110417W) were appointed by the shareholders at 37th Annual General Meeting to hold office until the conclusion of the 39th Annual General Meeting. They are recommended for appointment as auditors for one year till the conclusion of next Annual General Meeting.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar including workers.

For and on behalf of the Board

Date: 12.8.2016 Kartikeya V. Sarabhai

Place :Ahmedabad Chairman

Mar 31, 2015

Dear Members,

The Directors hereby present their 37th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2015.

(Rs.lakh)

2014-15 2013-2014

Turnover(Net) 1524 1567

Other Income 1417 494

Total Income 2941 2061

Financial Cost 791 912

Depreciation 336 152

Loss before Extra Ordinary Income (915) (2057)

Net Profit/ (Loss) before taxation (915) (2057)

Net Profit / (Loss) (915) (2057)

Your Directors regret their inability to recommend payment of any dividend in view of loss during the year. Consolidated Results :

The Company's Operations are organised through 7 Subsidiaries and a joint venture company each of which represents a focused area of Business Strategy which led to better growth and consolidation of operations. The combined revenue from operations gone up from 10,465 lakhs to 12,450 lakhs showing a growth of nearly 20%, consequently the loss before tax reduced from nearly 2021 lakhs to 667 lakhs.

Operations:

Pharma Formulations:

The Company continues to manufacture formulations under license and market these through established companies in the market. The Company also manufactures and sells a wide range of Formulation through its distributors. The Company has discontinued its Generics Marketing business in 2015 .

Sarabhai Chemicals (India) Pvt. Ltd. (SCPL),

Sarabhai Chemicals Specialties, a division of SCPL markets speciality pharmaceutical products for Oncology and Infertility . Inspite of adverse market scenario, the turn-over has increased by 13.5% during the year under review. SCPL has launched a new division viz. Uro - Gynaec in January, 2015 which has received good response from the market.

Asence Inc.

Asence Inc., a wholly-owned subsidiary of the Company, incorporated in US, specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to international markets.

Asence Pharma Pvt.Ltd.,(Asence)

Asence,a wholly owned subsidiary of Asence Inc. has grown significantly during the year . It has achieved gross turnover of Rs.3755.17 lakhs with a net profit of Rs.103.90 lakhs for the year ended 31st March 2015. Asence has made inroads into growth related projects through investment and partnerships in group companies as well as external manufacturing sites. This has shown increase in sales and relatively high impact on profitability. The Company is expected to grow well in the current year .

Asence is making full efforts to boost up the international activities as well as domestic sales and endeavours to improve the performance of all its products.

Vovantis Laboratories Pvt. Ltd., (Vovantis)

During the year,Vovantis , a joint venture company, has observed noteworthy growth in the operations as compared to previous years. Many new products in the form of Effervescent Tablets and powder packed in sachet have been developed and these products are very well accepted by the market. As a result, Vovantis could achieve considerable orders from market and booked significant increase in sales. The gross sales increased to Rs 1732 Lakhs as compared to Rs. 961 Lakhs in last year. Profit before tax increased to Rs.190 Lakhs as against Rs. 116 Lakhs in last year.

In view of expecting much more demand in future from the existing as well as new customers, Vovantis is planning to enhance its production capacity by creating additional plant facilities near the existing plant. The project evaluation is under finalization considering alternative sources of investment. Vovantis is confident to create its distinguished presence in the international market by ensuring upward graphs in its growth.

Suvik HItek Private Limited (Suvik)

Suvik, a wholly owned subsidiary of the Company, has started new business activities of Generics marketing with effect from 1st January 2015. Suvik has already entered into necessary agreements with Manufacturers and Distributors and started generics marketing. Suvik would market these under the brand name of "Sarabhai" and its logo for which Suvik has executed license agreement with the company. Suvik expects to achieve better results in the current year due to increase in turnover from Generics business.

In the year under review, Suvik achieved a turnover of Rs 399 lakhs in comparision to Rs 52 lakhs in last year .The net loss has also come down to Rs 30.81 lakhs in the year.

Bulk Drugs:

SYNBIOTICS LIMITED (Synbiotics)

During the year under report, there has been an increase of about 50% in the turnover of Synbiotics, another wholly owned subsidiary of the Company. This has been mainly due to increased demand of product- Amphotericin Oral grade and Lyophilized grade in the overseas market. Increased off take by overseas parties has also helped in stabilizing the demand for the products.

Synbiotics has successfully passed the audit inspection from various international and domestic companies. Synbiotics manufacturing facilities have got recognition from overseas authorities and also received approval from PMDA [Japan], WHO-GMP, EU, and USFDA. Synbiotics R &D department is constantly working for improving yield of EP Grade product for which there is a good potential market both at domestic and international level. Synbiotics has planned to invest about Rs. 100 lakhs in setting up facilities to increase yield efficiency of the product securing high productivity. Synbiotics achieved a turnover of Rs.1203.41 lacs for the year ended 31st March, 2015.

ELECTRONICS:

Systronics( India) Limited: (Systronics)

During the year under report, the turnover of Systronics, a wholly owned subsidiary of the Company has decreased from Rs 5172 lakhs to Rs 4793 lakhs . Systronics is exploring the possibilities of expansion /diversification to achieve better results and expecting to make progress in the forthcoming years.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the BSE Ltd, Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate regarding Compliance of Conditions of Corporate Governance are made as a part of the Annual Report.

Subsidiaries:

A statement pursuant to Section 129 of the Companies Act, 2013 in respect of Subsidiary companies is appended to the balance sheet. The report and the accounts of the Company may be treated as abridged accounts as contemplated under Section 136 of the Companies Act, 2013. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request / requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

In order to ease the distribution of Annual Report, shareholders are requested to register their email address with the Company or its STA to get the Annual Report through email.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. K. Mohandas, who retires by rotation and being eligible, offers himself for re- appointment.

Declaration by Independent Directors

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Board Evaluation

The Board of Directors has carried out an Annual Evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under clause 49 of the Listing Agreements ("Clause 49") .

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Particulars of Loans, Guarantees or Investments

Information regarding Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions

Since all the related party transactions are carried out in the ordinary course of business on arm's length basis such transactions entered into by the Company during the financial year did not attract the provisions of Section 188 of the Companies Act, 2013. There being no 'material' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Extract of Annual Return

The extract of Annual Return as provided under sub- section (3) of section 92 of the Companies Act, 2013 in the prescribed Form MGT-9 is annexed to this report.

Number of Meetings of the Board

There were 6 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Policy on Directors' Appointment and Remuneration and other details

The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been followed by Nomination and Remuneration Committee while recommending appointment of Directors or key Managerial Personnel.

They have fixed criteria for appointment of directors and key Managerial Persons. Every year their performance is evaluated by the committee and accordingly suitable recommendation is made .

Internal financial control systems and their adequacy

The company has an Internal control System, commensurate with size, scale and complexity of its operations. During the year the company got its Internal Audit done through its own Internal Audit Department. This department works according to policies and rules framed to monitor and control financial transactions within the company. Since the Company has its own Internal Auditor, it has not appointed any outside Auditor for Internal Audit work.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Auditors' Report and Secretarial Auditors' Report

Auditors' Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report. Regarding appointment of CFO, the company had selected one person for the post of CFO in the last accounting year, who did not join for personal reasons. Thereafter the company is in the process of looking for a right person for appointment of CFO and it is expected that CFO will be appointed soon by the Company.

Risk Management

The Audit Committee of the company is assigned the task to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Corporate Social Responsibility

Since the company has been incurring losses for last more than three years, the provisions relating to Corporate Social Responsibility are not attracted .

Particulars of Employees

The information required under Section 197 of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.In terms of section 136 of the Act, the reports and accounts are being sent to the members and others excluding the information on employees' particulars, which is available for inspection by members at the registered office of the Company during 11.00 a.m. to 4.00 p.m. on working days of the Company upto the date of AGM.If any member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directors' Responsibility Statement.

As required under Section 134 (5) of the Companies Act, 2013, we hereby state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

v) That the directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

vi) That the Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and the systems are adequate and operating effectively.

Insurance:

Building, Plant and machinery and stocks, have been adequately insured. The Company carries a risk for certain assets like goods in transit in respect of which any loss resulting from non-insurance is small because of fairly large drop in production and sales.

Statutory Auditors:

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, the existing Auditors M/s. Sorab S. Engineer & Co., Chartered Accountants, Mumbai, ( Reg. No. 110417W) were appointed by the shareholders at 36th Annual General Meeting to hold office until the conclusion of the 38th Annual General Meeting, subject to the ratification by Shareholders at each Annual General Meeting.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar including workers.

ANNEXURE TO THE DIRECTORS' REPORT

Disclosure of additional particulars as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, forming part of the Directors' report for the year ended 31st March 2015.

For and on behalf of the Board

Date : 28.7.2015 Kartikeya V. Sarabhai Place :Ahmedabad Chairman

Mar 31, 2014

The Shareholders,

The Directors hereby present their 36th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2014.

(Rs.lakh) 2013-14 2012-2013

Turnover (Net) 1567 1669

Other Income 494 1883

Total Income 2061 3552

Financial Cost 912 675

Depreciation 952 1248

Loss before Extra

Ordinary Income (2057) (1722)

Net Profit/(Loss) before taxation (2057) (1722)

NetProfit/(Loss) (2057) (1722)

Your Directors regret their inability to recommend payment of any dividend in view of loss during the year.

Operations:

Pharma Formulations:

The Company continues to manufacture formulations under license and market these through established companies in the market. The Company also manufactures and sells a wide range of Formulation through its distributors and through Generic channels.

Senaru Formulations Pvt. Ltd.,

Sarabhai Chemicals (Specialities) a Division of Senaru Formulations Pvt. Ltd., is marketing various pharmaceutical products of Oncology and Infertility and has achieved turnover of about Rs 8 crores during the year under review:

Asence Inc.

Asence Inc., A wholly-owned subsidiary of the Company, incorporated in US specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to international markets. Asence Inc., through the company, pursues a multi-layered growth strategy combining internal product development, strategic alliances and collaboration with eGMP manufacturing partners, acquisitions of products and leverages of infrastructure in India and the US.

Asence Pharma Pvt.Ltd., A wholly-owned subsidiary of Asence Inc., has continued to maintain its turnover. Asence has made significant inroads into growth related projects through investment and partnerships in group companies as well as external manufacturing sites. This has shown significant increase in sales and relatively high impact on profitability. Asence is expected to grow well even in the current year and is planning to sustain its growth. Asence is making full efforts to boost up the international activities as well as domestic sales and endeavor to improve the performance of our various current and new products.

Vovantis Laboratories Pvt. Ltd., (VLPL)

During the year, the Company has observed major changes in the operations due to change in the share holding of the Company. Your company now holds 1/3rd shares of total paidup capital of this company. However, before such change, Company faced continuous shortage of working capital in the first five months of the current financial year due to hold of orders from its major customer. But in the remaining period of the year the Company could arranged supply of its know how documents relating to Products developed in last three years as well as many new products in form of Effervescent Tablets and powder packed in sachet. These products are very well accepted by many customer Companies and therefore the Company could set up domestic/foreign marketing arrangements with these Companies for new products. As a result of these effective arrangements the Company has performed very well in second half of the year. Furthermore, the Company has also installed tube and sachet packing facilities which has helped the Company to compete with international brands. The Company has also initiated some modification to the existing facility to the extent necessary for compliance to achieve approval from International health regulation bodies such as MHRA. This will help Company to have European and other Markets for its products.

Bulk Drugs:

The sales turnover of Synbiotics Limited, a wholly- owned subsidiary of the Company has decreased by about 8% as compared to previous year due to reduction in offtake by the overseas parties.

Synbiotics has successfully passed the audit inspection from various international and domestic Companies. However, due to delay in necessary procedural clearances from the concerned authorities, expected sizeable amount of orders were delayed by about6 months time.

During the year under review, Company''s sales for Parental market has increased and Synboitics has also developed Lyophilized grade of Amphotericin for which there is a good market. Synbiotics is also exploring possibilities to bring new products in line with existing products for the turnaround of Synbiotics. With all

these developments Synbiotics is confident to reach a sales turnover of about Rs.11 crores in financial year 2014-15.

Synbiotics has made an application to GPCB to increase Discharge Permission of Effluent considering increased production activity.

Synbiotics"s manufacturing facilities have got recognition from overseas authorities and also received approval from PMDA (Japan), WHO-GMP, EU, and USFDA. Synbiotics continuously strives to improve its efficiency in the production process and this should improve Synbiotics''s future.

Electronics:

During the year under report, the turnover of Systronics (India) Limited, a wholly owned subsidiary of the Company has increased by 9.55%. Systronics is expecting to continue to make such progress even in the forthcoming years.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the BSE Ltd, Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Annual Report.

Subsidiaries:

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of Subsidiary companies is appended to the balance sheet. The report and the accounts of the Company may be treated as abridged accounts as contemplated under Section 219 of the Companies Act, 1956. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request / requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

The shareholders who desire to get their Annual Reports through email may register their email address with the Company or its STA.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Mr. Kartikeya V. Sarabhai, retires by rotation and being eligible offers himself for re- appointment.

Pursuant to provisions of the Companies Act 2013 , the Independent Directors of the Company Viz B.V. Suryakumar, G.D. Zalani, Ashwin Hathi and Chandrashekhar Bohra are proposed to be reappointed for a fixed term of five years.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to this Report in the prescribed format.

Particulars of Employees:

Information as per Section 217 (2A) ofthe Companies Act, 1956, read with the Companies (Particulars of Employees Rules 1975) is not given since there was no employee drawing remuneration as prescribed under the said Section.

Directors'' Responsibility Statement.

We hereby state:

(I) That in the preparation ofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(li) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs ofthe Company as at 31st March, 2014 and its loss for the year ended on that date.

(lii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(Iv) That the Directors have prepared the annual accounts on a going concern basis.

Insurance:

Building, Plant and machinery and stocks, have been adequately insured. The Company carries a risk for certain assets like goods in transit in respect of which any loss resulting from non-insurance is small because of fairly large drop in production and sales.

Auditors:

M/s. Sorab S. Engineers, Chartered Accountants, Mumbai, existing Auditors of the Company ,who retires in the forthcoming Annual General Meeting have already completed their two terms of five years each in the Company ,hence in terms of transitional period of three years given for compliance of provisions of section 139 of the Companies Act 2013, they are proposed to be appointed up to conclusion of 38th AGM.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar including workers. For and on behalf of the Board Kartikeya V.sarabhai Date :14.8.2014 Chairman Place :Ahmedabad

Mar 31, 2013

To The Shareholders,

The Directors hereby present their 35th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2013.

(Rs.lakh)

2012-13 2011-2012

Turnover (Net) 1669 2128

Other Income 1883 610

Total Income 3552 2739

Financial Cost 675 842

Depreciation 1248 140

Loss before Extra

Ordinary Income (1722) (1784)

Extraordinary Income

net of expenditure - 1119

Net Profit (Loss) before taxation (1722) (665)

Net Profit/(Loss) (1722) (665)

Your Directors regret their inability to recommend payment of any dividend in view of loss during the year.

Operations:

Pharma Formulations:

The Company continues to manufacture formulations under license and market these through established companies in the market. The Company also manufactures and sells a wide range of Formulations through Its distributors and Generic channels.

The marketing of various pharmaceutical products of Oncology and Infertility Is now being undertaken through subsidiary of the company viz.. Senaru Formulations Pvt. Ltd., from 1st April 2013. For the purpose, Senaru has1 opened a new division viz.. Sarabhai Chemicals (Specialities) Division.

Asence Inc., a wholly-owned subsidiary of the Company, Incorporated In US specializes in the supply of quality pharmaceuticals preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to International markets. Asence Inc., through the company, pursues a multi-layered growth strategy combining Internal product development, strategic alliances and collaboration with cGMP manufacturing partners, acquisitions of products and leverages of infrastructure in India and tlÂ»Â»tlS.

Asence Pharma Pvt.Ltd., a wholly-owned subsidiary of Asence Inc., has grown in sales by over 75% in turnover. Asence has made significant inroads into growth related projects through Investment and partnerships in group companies as vtaft a Msxtirnal manufacturing sites. This has shown sigijrifjcaf tfWorease in sales and relatively high impact on protlt^bfthyl $Sfnce is expected to grow well even in the curreht''Vjsagaip Is planning to sustain its growth. Asence is mal^d/full efforts to boost up the international activities as well as domestic sales and endeavor to improve the performance of various current and new products.

Bulk Drugs:

The Turnover of Synbiotics Limited, a wholly-owned subsidiary of the Company at Luna has increased by about 93% as compared to previous year. Synbiotics has also achieved 83% of its budgeted Turnover of Rs.10 crores. Synbiotics has successfully passed the audit inspection from various international and domestic Companies. Upon completion of these formalities, Synbiotics expects lucrative orders within a short span of time and will enable to reach a sales turnover of about Rs.13 crores. Synbiotics has observed all the norms of Gujarat Pollution Control Board (GPCB) and discharged effluent as per consent conditions of GPCB. Synbiotics has made an application to GPCB to increase Discharge Permission of Effluent considering increased production activity. Synbiotics''s manufacturing facilities have got recognition from overseas authorities and also received approval from PMDA (Japan), WHO-GMP, EU, and USFDA. Synbiotics continuously strives to improve its efficiency In the production process and this should improve its future.

The product of Synbiotics is established and demand is increasing in both International and domestic markets.

Electronics:

Systronics India Limited (SIL) a wholly-owned subsidiary of the Company, have two divisions viz. Systronics as well as Telerad. During the year under report, the sales of Systronics division increased by 4% as compared to previous year. Similarly, service Income of Systronics division has increased by 29%. Sales of TELERAD division, has decreased by 2% and service income of the said division has decreased by 10%. Therefore, there was overall increase In sales by 0.65%. The turnover of SIL for the year under report reached to Rs.4663.44 lakhs

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the BSE Ltd, Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance are made as a part of the Annual Report.

A statement pursuant to Section 212 of the Companies Acts 1956 in respect of Subsidiary companies is appended to the balance sheet. The report and the ''Accounts of the Company may be treated as abridged accounts as contemplated under Section 219 of the Companies Act, 1956. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request / requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

The shareholders who desire to get their Annual Reports through email may register their email address with the Company or its STA.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Messers G.D. Zalani. and B.V. Suryakumar and A.H. Parekh retire by rotation and being eligible offers themselves for re-appointment.

During the current year Mr. B.S. Bohra ceased to be a Director due to death on 6.5.2013. Your Directors have taken note of the contribution made by him during his association with the Company.

During the current year Ms. Chaula Shastri and Mr. Chandra Shekhar Bohra have joined the Board of Directors w.e.f, 16.10.2012and 13.8.2013 respectively.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to this Report in the prescribed format.

Particulars of Employees:

Information as per Section 217 (2A) of the Companies

Act, 1956, read with the Companies (Particulars of Employees Rules 1975) is not given since there was no employee drawing remuneration as prescribed under the said Section.

Directors'' Responsibility Statement.

As required under Section 217(2AA) of the Companies Act, 1956, we hereby state:

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31st March, 2013 and its loss for the year ended on that date.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

Insurance:

Building, Plant and machinery and stocks, have been adequately Insured. The Company carries a risk for certain assets like goods In transit in respect of which any loss resulting from non-insurance is small because of fairly large drop In production and sales.

Auditors:

M/s. Sorab S. Engineer & Co. Chartered Accountants, Mumbal, retires In the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar Including workers.

For and on behalf of the Board

Date: 23.8.2013 Kartikeya V. Sarabhai

Place: Ahmedabad Chairman

Mar 31, 2010

The Directors hereby present their 32nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2010.

(Rs.lakh)

2009-10 2008-2009

Turnover (Net) 5765 6251 Other Income 160 316 Total Income 5925 6567 Interest 158 1120 Depreciation 203 204 Extraordinary Income net of expenditure 2635 14406 Net Profit/(Loss) before taxation 711 1804 NetProfit/(Loss) 211 1086

An extraordinary income mainly represents Profit on Sale of part of factory Land and other fixed assets and extraordinary expenses represent expenses incurred in connection with the Sale of factory Land.

Considering carry-over losses of previous years, your Directors are unable to recommend payment of dividend on Equity Shares for the year under review.

Operations:

Pharma Formulations:

During the year under review the Formulation activities were managed by making loan licence arrangement with other pharmaceutical company to meet the production requirements.

Your Directors have planned to relocate manufacturing activities at Ranoli plant to meet the market demand.

The Bulk Drugs productions were manufactured at Ankleshwar on loan license arrangement by Asence Pharma Pvt. Ltd., a Wholly-owned subsidiary of the Company.

Active Pharmaceutical ingredient plant : (Bulk Drugs)

The Bulk Drugs plant of Synbiotics Limited, a Wholly- owned subsidiary of the Company, at Luna was already commenced and production activities have been started.

SCBD undertaking of the Company has already been transferred to Synbiotics Limited with w.e.f. 1-10- 2010

Marketing:

Sarabhai Chemicals Marketing Division has focused more on Generic business and achieved turn over of Rs.20 crore during the Year under report.

The Oncology Division is strengthened by adding new products like GEMSAR, CAPCID, and SFIL and team of 15 field force.

During the year under review, the Company has conducted marketing and sales training programme. Oncology Division has been registered in many institutions and converted key doctors across the country.

Suvik Hitek Pvt. Ltd. has planned to bifurcate its activities in to two SBU i.e. Production and Marketing.

Electronics:

During the year under review, due to sluggish market scenario, Electronics Division could achieve turnover of Rs. 32 crore as against turnover of Rs. 35.62 crore in the year 2008-09.

From the year 2010 onwards, Electronics Division has entered into other areas such as system integration/audio products marketing as per the current market requirement. With the change in business model, it is expected to do better in the coming years.

The Electronics undertaking of the Company has already been transferred to Systronics (India) Limited w.e.f. 1.10.2010.

The pharmaceutical formulation plant of Vovantis Laboratories Pvt. Ltd., a company promoted by the Company at Ranoli has already been commenced and production activities have been started.

Asence Inc., a wholly-owned subsidiary of the Company, incorporated in US specializes in the supply of quality pharmaceutical preparations (Finished Dosage Forms and Active Pharmaceutical Ingredients) to international markets. Asence Inc., through the Company, pursues a multi-layered growth strategy combining internal product development, strategic alliances and collaboration with cGMP manufacturing partners, acquisitions of products and leverage of infrastructure in India and the US.

Real Estate:

As a part of restructuring process, the Company has executed various documents for sale of (i) land at Vadodara and Gandhinagar and (ii) unutilized flat in Mumbai during the year under review.

Extension of Annual General Meeting:

As per Section 166 of the Companies Act, 1956, 32nd Annual General Meeting was required to be convened and held on or before 30th September 2010. However, as the Company Is passing through restructuring process, certain major activities are carried out during the year under report and in view of this, as per decision of the Board of Directors at its meeting held on 20.8.2010, the Company sought extension for holding Annual General Meeting from the Registrar of Companies Ahmedabad and ROC granted such extension up to 31.12.2010. The company held 32nd Annual General Meeting on 31.12.2010 and the same was adjourned sine die to receive, consider and adopt Audited Balance Sheet & Profit and Loss Accounts for the year ended 31.3.2010.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding Compliance of Conditions of Corporate Governance are made as a part of the Annual Report.

The Company is under restructuring process of its business to strengthen and improve the over all financial condition of the company. During the year under report, the employees union of the Company resorted tactic of stay in strike for above five months in protest of delay in payment of salary/wages of the employees / workers of the company. During this period, they were not allowing managerial staff and executives to enter into their premises and to do their work. Due to such situation, it became almost impossible to carry out day to day functions of the Company and fulfill compliances under provisions of Clause 41 of the Listing Agreement within stipulated period.

Subsidiaries:

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of Subsidiary Companies is appended to the balance sheet. The report and the accounts of the Company may be treated as abridged accounts as contemplated under Section 219 of the Companies Act, 1956. Those shareholders, who are desirous of receiving full reports and accounts including the report and the accounts of the Subsidiaries of the Company, will be provided the same on receipt of written request/ requisition in this regard. This will help to save considerable cost in connection with printing and mailing of the report and accounts in respect of the various subsidiaries of the company.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statements, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directorate:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Mr.G.D. Zalani, Mr.B.V. Suryakumar and Mr. A.H. Parekh were retired by rotation and being eligible were re-appointed.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year.

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to this Report in the prescribed format.

Particulars of Employees:

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees Rules 1975) is not given since there was no employee drawing remuneration as prescribed under the said Section.

Directors Responsibility Statement.

As required under Section 217(2AA) of the Companies Act, 1956, we hereby state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31 st March, 2010 and its profit for the year ended on that date.

(iii) That the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

Insurance:

Building, Plant and machinery and stocks, have been adequately insured. The Company carries a risk for certain assets like goods in transit in respect of which any loss resulting from non-insurance is small.

Auditors Report:

With reference to the qualification in the Auditors Report, the Board submits the following explanations:

Impairment of goodwill:

The Companys key corporate brands and brand names command considerable Goodwill in the Market and the Companys turnaround stratergy is based on building on this Goodwill to establish its new line of businesses. The Board therefore does not feel that three is any impairment in the Goodwill shown in the books.

Auditors:

M/s. Sorab S. Engineer & Co., Chartered Accountants, Mumbai, who retired at the Annual General Meeting were reappointed.

Acknowledgement:

Your Directors would like to take this opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further, they would also like to place on record their sincere appreciation for the dedication and hard work put in by one and all members of Sarabhai Pariwar.

For and on behalf of the Board

Kartikeya V. Sarabhai Chairman Date : 3.3.2011 Place: Ahmedabad

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