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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 Anuh Pharma Ltd.

Mar 31, 2025

Your Directors have pleasure in placing before you the 65^th Annual Report of the Company along with the Accounts for the

Financial Year ended 31^st March, 2025:

FINANCIAL HIGHLIGHTS		('' In Lakhs)
Accounting Year	2024-25	2023-24
Revenue from Operations	66,151	64,700
Other Income	946	1,210
Profit before interest, depreciation and taxation	7,036	8,724
Interest	62	35
Depreciation	874	858
Provision for taxation (net)	1,365	1,825
Profit after tax	4,735	6,006
Profit and Loss Account balance B/f	15,663	11,359
Income Tax adjustment of earlier years	-	-
Profit available for Appropriation	20,398	17,365
Transfer to General Reserve	700	700
Interim Dividend	-	-
Final Dividend	1,253	1,002
Balance carried to the Balance Sheet	19,145	15,663

DIVIDEND

For the year under review, the Directors have recommended Final Dividend of Rs. 1.50/- per share i.e., @ 30% (Rs. 2.50/- per share i.e., @ 50% for the previous year) on Equity Shares of face value of Rs. 5/- (Rupees Five Only) each of the Company. The total dividend outgo shall be Rs. 1,503 lakhs as compared to Rs. 1,253 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended 31^st March, 2025 amounted to Rs. 66,151 lakhs as against Rs. 64,700 lakhs for the previous year. Thus, the income from operations of the Company has increased by about 2 % as compared to last yearâs revenue from operations.

During the year 2024-25 profit before tax as compared to last year has reduced by 22 % from Rs. 7,831 lakhs to Rs. 6,100 lakhs and profit after tax has reduced by 21 % from Rs. 6,006 lakhs to Rs. 4,735 lakhs.

THE AMOUNT, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the Financial Year ended 31^st March, 2025, the Company proposes to transfer Rs. 7.00 Crores to general reserves. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as of 31^st March, 2025 was Rs. 25,05,60,000/- (Rupees Twenty-Five Crores Five Lakhs Sixty Thousand Only) comprising 5,01,12,000 (Five Crores One Lakh Twelve Thousand Only) equity shares of Rs. 5/- (Rupees Five Only) each.

During the year under review, the Company listed its specified securities on the National Stock Exchange of India (NSE) w.e.f. 20^th December, 2024.

Subsequent to the year end and up to the date of the this Report, the Company has declared a Bonus Shares in the ratio of 1:1 i.e. 1 (One) new fully paid up Bonus Equity Share of Rs. 5/- each for every 1 (One) existing fully paid up Equity Share of Rs. 5/- each, held by the shareholders of the Company.

The Capital Structure is as follow:

The Authorised Equity Share Capital of the Company is Rs. 51,00,00,000 (Rupees Fifty-One Crores Only) comprising 10,20,00,000 (Ten Crores Twenty Lakhs Only) equity shares of Rs. 5/- (Rupees Five Only) each.

The Paid-up Equity Share Capital Post Bonus Issue has increased to Rs. 50,11,20,000/- (Rupees Fifty Crores Eleven Lakhs Twenty Thousand Only) comprising 10,02,24,000 (Ten Crores Two Lakhs Twenty Four Thousand Only) equity shares of Rs. 5/- (Rupees Five Only) each.

Apart from this, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity.

TRANSFER TO IEPF

In accordance with the provisions of Section 124, 125 & other applicable provisions, if any of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as IEPF Rules) (including any statutory modifications(s) or re-enactments(s) thereof for the time being in force) the amount of dividend remaining unpaid or unclaimed is required to be transferred to IPEF, maintained by the Central Government.

Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended (âIEPF Rulesâ) all the shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to demat account of the IEPF authority as notified by the Ministry of Corporate Affairs.

In terms of the IEPF Rules, Rs. 1,81,396/- amount of unpaid/unclaimed dividends and 11,104 shares were transferred during the financial year 2024-25.

EXPORTS

Exports for the year ended 31^st March, 2025 have increased by about 19 % from Rs. 30,410 lakhs to Rs. 36,336 lakhs. CURRENTOUTLOOK

We are pleased to inform you that the Company has received the European Directorate for the Quality Medicine (EDQM) Certificate of Suitability (CEP) for Allopurinol and Ambroxol HCL.

During the FY 2024-25, the equity shares of the Company were even listed on the National Stock Exchange of India Limited (NSE) w.e.f. 20^th December, 2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company has inaugurated its new Manufacturing Block API-3 situated at E-17/3, E-17/4 & E-18, M.I.D.C., Tarapur, Boisar, Dist. Palghar - 401506, India on 15^th November 2024, which has increase existing overall operational capacity by 400 MT/Annum.

During FY 2024-25, We have enhanced the capacity from 1,800 MTPA to 2,200 MTPA at our Boisar site.

During FY 2024-25, the Company has made an investment into the solar power Special Purpose Vehicle (SPV) by subscribing the Equity shares of Huoban Energy 5 Private Limited.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Bharat Nemchand Shah and Mr. Gaurav Satish Shah, Directors of the Company shall be liable to retire by rotation at the ensuing 65^th Annual General Meeting and being eligible have offered themselves for re-appointment.

Please note that Mr. Sandeep M. Joshi, Director completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. 21^st August, 2024.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, Mr. Ritesh Shah, Joint Managing Director, Mr. Vivek Shah, Joint Managing Director, Mr. Darshan Rampariya, Chief Financial Officer and Mr. Manan Jayesh Vadhan, Company Secretary and Compliance Officer were the Key

Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014.

DIRECTORâS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013-

i) That in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. 31^st March, 2025 and of the profit or loss of the Company for the year ended on that date.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations, 2015â).

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

LISTING ON THE STOCK EXCHANGE

The Companyâs shares are listed with BSE Limited and the Company has paid the necessary Annual Listing Fees for the Financial Year 2025-26.

The Companyâs shares are listed with National Stock Exchange of India Limited w.e.f 20^th December, 2024 and the Company has paid the necessary Annual Listing Fees for the Financial Year 2025-26.

DEPOSITS

The Company has not accepted or renewed any Deposits within the meaning of Section 73 of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company including Managing Director and Whole Time Directors were in receipt of remuneration in excess of the limits set out in the said rules.

MEETINGS

During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of the Annual Report. The maximum interval between any two

Meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairpersonâs as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarisation Programme has been carried out by the Company for the Independent Directors, details of which has been uploaded on the Companyâs website i.e. www.anuhpharma.com.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted Financial Risk Management Policy.

INTERNAL FINANCIAL CONTROL

The Company has in place internal financial controls with reference to the financial statements. The Company has adopted policy on internal financial control system for proper observation of internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named whistle blower policy in accordance with section 177(9) of the Companies Act, 2013 and Listing Regulations, 2015, to deal with instance of fraud and mismanagement, if any. The vigil mechanism/whistle blower policy is uploaded on the Companyâs website i.e. www.anuhpharma.com.

Nomination and Remuneration Policy

The Board has framed a Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration on the recommendation of the Nomination & Remuneration Committee. The Nomination and Remuneration Policy is uploaded on the Companyâs website i.e. www.anuhpharma.com.

Policy against sexual harassment of Woman at workplace

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

A policy for prevention of Sexual Harassment of Women at workplace has been adopted and Internal Complaints Committee was also reconstituted by the Board of Directors of the Company. The policy and the composition of Internal Complaints Committee are uploaded on the Companyâs website. i.e. www.anuhpharma.com

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Companies (Accounts) Second Amendment Rules, 2025, the Company has in place an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment at the workplace.

â¢ Number of sexual harassment complaints received during the year: 0

â¢ Number of complaints disposed of during the year: 0

â¢ Number of complaints pending for more than 90 days: 0

â¢ Number of awareness programs or workshops conducted for employees: 1

â¢ Number of employees as on the closure of financial year:

0 Female: 11

0 Male: 247 0 Transgender: NIL

Statement on Compliance with the Maternity Benefit Act, 1961

The Company confirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the financial year, including but not limited to the grant of maternity leave, nursing breaks, and protection from dismissal during maternity, wherever applicable.

Policy for Preservation of Documents

In terms of Regulation 9 of the Listing Regulations, 2015, the Board has adopted this Policy for Preservation of Documents. To determine preservation period for records/documents based on their reference value and legal requirements. The Policy is uploaded on the Companyâs website. i.e. www.anuhpharma.com

Policy for Determination of Materiality of any Event or Information

In pursuance of Regulation 30 of the Listing Regulations, 2015, the Company has adopted the policy for determination of materiality of any event or information based on the criteria mentioned in the said regulation (âMaterial Informationâ) and that the information has been and is being promptly forwarded to the Stock Exchange. The Policy is uploaded on the Companyâs website. i.e. www.anuhpharma.com

Archival Policy

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations, 2015. The policy is uploaded on the Companyâs website. i.e. www.anuhpharma.com

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION

The Company has authorized Mr. Ritesh Shah, Joint Managing Director and Mr. Manan Vadhan, Company Secretary and Compliance Officer of the Company for the purpose of determining the materiality of an event or information and for making disclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as âAnnexure - 1â to the Directorsâ Report.

CASH FLOW STATEMENT

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

on the Companyâs website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 i.e. CSR Report is annexed as âAnnexure - 2â to the Directorsâ Report.

ENVIRONMENTAL SUSTAINABILITY GOVERNANCE

The Company is committed to building sustainable business. The Company has initiated various ESG initiatives like, water conservation, energy conservation projects, tree plantation and others with goal to achieve planet resilience and a commitment towards carbon neutral environment. The Company, through its investment in solar power project having size of 3.30 MW will result in sustainable green energy as a responsibility towards the planet.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-7 is available on the website of the Company at www.anuhpharma.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companyâs website.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as âAnnexure - 3â to the Directorsâ Report.

RATIO OF DIRECTORâS REMUNERATION TO MEDIAN EMPLOYEEâS REMUNERATION AND OTHER DISCLOSURES

The table containing the names and other particulars of ratio of Directorâs Remuneration to Median Employeeâs Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as âAnnexure - 4â to the Directorâs Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is a part of this report.

CORPORATE GOVERNANCE

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration Number 104133W), were appointed as Statutory Auditors of the Company in the 62^nd Annual General Meeting held on 05^th August, 2022 to hold office from the conclusion of the 62^nd Annual General Meeting till the conclusion of the 67^th Annual General Meeting i.e. from F.Y.2022-23 to F.Y. 2026-27.

COST AUDITORS & COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed CMA Mr. Ankit Kishor Chande, having Membership No. 34051 for conducting the audit of cost records of bulk drugs maintained by the Company for the financial year 2025-26 at a remuneration of 1,20,000/- (Rupees One Lakh Twenty Thousand Only) plus GST as applicable and re-

imbursement of out of pocket expenses as may be incurred by him for conducting the Cost Audit for the financial year 2025-26.

In view of the requirements of Section 148 of the Companies Act, 2013, the Company has obtained from the Cost Auditor written consent along with certificates with respect to compliance with the conditions specified under Rule 6(1A) of the Companies (cost records and audit) Rules, 2014.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended 31^st March, 2024 submitted by Ankit Chande, Cost Auditor on 02^nd August, 2024. The Cost Audit Report for the financial year ended 31st March, 2025 shall be filed in due course.

SECRETARIAL AUDITOR

The Secretarial Audit Report (Form No. MR-3) issued by M/s. Pramod S. Shah and Associates, Practicing Company Secretaries., Secretarial Auditor of the Company for the year ended 31^st March, 2025 is annexed as âAnnexure - 5â to the Directorâs Report.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within the prescribed time.

In accordance with the amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 12/12/2024, pursuant to provisions of Regulation 24A, as being amended from time to time, the Board has, on the recommendation of the Audit Committee, appointed M/s. GHV & Co., Practicing Company Secretaries, having UIN.: P2016MH057400 for conducting the secretarial audit from FY 2025-26 to FY 2029-30 at such remuneration as may be mutually agreed between the Board of Directors and the Secretarial Auditors, along with applicable taxes thereon and in addition to the out of pocket expenses as maybe incurred in connection with Secretarial Audit of the Company.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

Mar 31, 2024

Your Directors have pleasure in placing before you the 64^th Annual Report of the Company along with the Accounts for the Financial Year ended March 31,2024:

FINANCIAL HIGHLIGHTS

('' In Lakhs)

Accounting Year	2023-24	2022-23
Revenue from Operations	64,700	52,749
Other Income	1,210	611
Profit before interest, depreciation and taxation	8,724	5,739
Interest	35	22
Depreciation	858	970
Provision for taxation (net)	1825	1129
Profit after tax	6,006	3,618
Profit and Loss Account balance B/f	11,359	9,318
Income Tax adjustment of earlier years	-	-
Profit available for Appropriation	17,365	12,936
Transfer to General Reserve	700	700
Interim Dividend	-	-
Final Dividend	1,002	877
Balance carried to the Balance Sheet	15,663	11,359

DIVIDEND

For the year under review, the Directors have recommended Final Dividend of Rs. 2.50/- per share i.e., @ 50% (Rs. 2.00/- per share i.e., @ 40% for the previous year) on Equity Shares of face value of Rs. 5/- (Rupees Five) each of the Company. The total dividend outgo shall be Rs. 1,253 lakhs as compared to Rs. 1,002 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended 31^st March, 2024 amounted to Rs. 64,700 lakhs as against Rs. 52,749 lakhs for the previous year. Thus, the income from operations of the Company has increased by about 23 % as compared to last yearâs revenue from operations.

During the year 2023-24 profit before tax as compared to last year has increased by 65 % from Rs. 4,747 lakhs to Rs. 7,831 lakhs and profit after tax has increased by 66 % from Rs. 3,618 lakhs to Rs. 6,006 lakhs.

THE AMOUNT, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the Financial Year ended 31^st March, 2024, the Company proposes to transfer Rs. 7 Crores to general reserves. SHARECAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 25,05,60,000/- (Rupees Twenty-Five Crores Five Lakhs Sixty Thousand Only) comprising of 5,01,12,000 (Five Crores One Lakh Twelve Thousand Only) equity shares of Rs. 5/- (Rupees Five Only) each. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity.

TRANSFER TO IEPF

In terms of the IEPF Rules, Rs. 3,16,392/- amount of unpaid/unclaimed dividends and 14,516 shares were transferred during the financial year 2023-24.

EXPORTS

Exports for the year ended 31^st March, 2024 have increased by about 5 % from Rs. 28,935 lakhs to Rs. 30,410 lakhs. CURRENTOUTLOOK

We are pleased to inform you that the Company has received the European Directorate of Quality Medicine (EDQM) for CEP for Azithromycin (Higher macrolides), Gliclazide (Anti diabetic) and received approval from WHO Geneva Pre qualification for Isoniazid (Anti TB).

During FY 2023-24, We have enhanced the capacity from 1,500 MTPA to 1,800 MTPA at our Boisar site.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Samir Jayantilal Shah and Mr. Ketan Lalit Shah, Directors of the Company shall be liable to retire by rotation at the ensuing 64^th Annual General Meeting and being eligible have offered themselves for re-appointment.

Please note that Mr. Jasvantlal Girdharlal Shah, Director completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. 31^st March, 2024.

Further, Mr. Siddharth Shah and Mr. Pradeep Thakur has been appointed as Independent Directors of the Company vide memberâs resolution through postal ballot dated 10^th December, 2023 for 5 (Five) consecutive years w.e.f. 01^st April, 2024 to 31^st March, 2029.

Also, Dr. Mita Dixit, Independent Director was reappointed for her second and final term as an Independent Director vide memberâs resolution through postal ballot dated 10^th December, 2023 for 5 (Five) consecutive years w.e.f. 01^st April, 2024 to 31^st March, 2029.

Mr. Harmanbhai Tulshibhai Patel, Independent Director was reappointed for his second and final term as an Independent Director vide memberâs resolution through postal ballot dated 10^th December, 2023 for 5 (Five) consecutive years w.e.f. 01^st April, 2024 to 31^st March, 2029.

KEY MANAGERIAL PERSONNEL

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (âthe Boardâ) at their Performance Evaluation Meeting held on 05^th January, 2024, approved the appointment of Mrs. Jinal Dharmil Mehtalia having Membership no. A44250 w.e.f. 15^th January, 2024 as the Company Secretary and Compliance Officer of the Company and shall be designated as the Key Managerial Personnel of the Company.

The Board at its Meeting on Friday, 09^th February, 2024 noted the resignation of Mr. Hemant Auti, from the post of Company Secretary and Compliance Officer of the Company w.e.f. 14^th January, 2024. The Company already made an intimation regarding the resignation of Mr. Hemant Auti as a Company Secretary and Compliance Officer to the Stock Exchange on 11^th January, 2024.

Further, Mrs. Jinal Dharmil Mehtalia resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 14^th February, 2024. The Company already made an intimation regarding the resignation of Mrs. Jinal Dharmil Mehtalia as a Company Secretary and Compliance Officer to the Stock Exchange on 12^th February, 2024.

Later based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their Meeting held on 04^th April, 2024, approved the appointment of Mr. Manan Jayesh Vadhan having Membership no.

A69397 w.e.f. 04^th April, 2024 as the Company Secretary and Compliance Officer of the Company and shall be designated as the Key Managerial Personnel of the Company.

Therefore, as on 31^st March, 2024, Mr. Ritesh Shah, Joint Managing Director, Mr. Vivek Shah, Joint Managing Director, Mr. Darshan Rampariya, Chief Financial Officer were the Key Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014.

DIRECTORSâ RESPONSIBILITY STATEMENT

i) That in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. 31^st March, 2024 and of the profit or loss of the Company for the year ended on that date.

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

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

LISTING ON THE STOCK EXCHANGE

The Companyâs shares are listed with BSE Limited and the Company has paid the necessary Annual Listing Fees for the Financial Year 2024-25.

DEPOSITS

The Company has not accepted or renewed any Deposits within the meaning of Section 73 of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

MEETINGS

During the year 5 (Five) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of the Annual Report. The maximum interval between any two Meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

BOARD EVALUATION

FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarisation Programme has been carried out by the Company for the Independent Directors, details of which has been uploaded on the Companyâs website i.e. www.anuhpharma.com.

BUSINESS RISK MANAGEMENT

INTERNAL FINANCIAL CONTROL

POLICIES

Vigil Mechanism / Whistle Blower Policy

Nomination and Remuneration Policy

Policy against sexual harassment of Woman at workplace

A policy for prevention of Sexual Harassment of Women at workplace has been adopted and Internal Complaints Committee was also constituted by the Board of Directors of the Company. The policy and the composition of Internal Complaints Committee are uploaded on the Companyâs website.

Policy for Preservation of Documents

Policy for Determination of Materiality of any Event or Information

Archival Policy

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations, 2015. The policy is uploaded on the Companyâs website.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as âAnnexure - 1â to the Directorsâ Report.

CASH FLOW STATEMENT

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Siddharth J. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin N. Shah, Vice Chairman & Non - Executive Director and Mr. Arun L. Todarwal, Non-Executive Independent Director. The CSR policy of the Company is uploaded on the Companyâs website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 i.e. CSR Report is annexed as âAnnexure - 2â to the Directorsâ Report.

ENVIRONMENTAL SUSTAINABILITY GOVERNANCE

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-7 is available on the website of the Company at www.anuhpharma.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

RATIO OF DIRECTORSâ REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION AND OTHER DISCLOSURES

The table containing the names and other particulars of ratio of Directorsâ Remuneration to Median Employeesâ Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as âAnnexure - 4â to the Directorsâ Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration Number 104133W), were appointed as Statutory Auditors of the Company in the 62nd Annual General Meeting held on 05th August, 2022 to hold office from the conclusion of the 62nd Annual General Meeting till the conclusion of the 67th Annual General Meeting i.e. from F.Y.2022-23 to F.Y. 2026-27.

COST AUDITORS & COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed CMA Mr. Ankit Kishor Chande, having Membership No. 34051 for conducting the audit of cost records of bulk drugs maintained by the Company for the financial year 2024-25 at a remuneration of 1,20,000/- (Rupees One Lakh Twenty Thousand Only) plus GST as applicable and re-imbursement of out of pocket expenses as may be incurred by him for conducting the Cost Audit for the financial year 2023-24.

The Company has filed the Cost Audit Report for the financial year ended 31^st March, 2023 submitted by Ankit Chande, Cost Auditor on 05^th September, 2023. The Cost Audit Report for the financial year ended 31^st March, 2024 shall be filed in due course.

SECRETARIAL AUDITOR

The Secretarial Audit Report (Form No. MR-3) issued by M/s. Sanjay Doshi and Associates, Practicing Company Secretaries., Secretarial Auditor of the Company for the year ended 31^st March, 2024 is annexed as âAnnexure - 5â to the Directorâs Report.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within the prescribed time.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards.

REPORTING OF FRAUD BY AUDITORS

ACKNOWLEDGEMENT

By Order of the Board

Arun L. Todarwal

Chairman (DIN: 00020916)

Registered Office:

3-A, Shiv Sagar Estate, North Wing,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Date : 17^th May, 2024 Place : Mumbai.

Mar 31, 2023

Your Directors have pleasure in placing before you the 63^rd Annual Report of the Company along with the Accounts for the Financial Year ended March 31,2023:

FINANCIAL HIGHLIGHTS

Accounting Year	2022-23	2021-22
Revenue from Operations	52,749	48,665
Other Income	611	519
Profit before interest, depreciation and taxation	5,739	5,204
Interest	22	96
Depreciation	970	1,196
Provision for taxation (net)	1129	856
Profit after tax	3,618	3,056
Profit and Loss Account balance B/f	9,318	7,614
Income Tax adjustment of earlier years	-	-
Profit available for Appropriation	12,936	10,670
Transfer to General Reserve	700	600
Interim Dividend	-	-
Final Dividend	877	752
Balance carried to the Balance Sheet	11,359	9,318

DIVIDEND

For the year under review, the Directors have recommended Final Dividend of Rs. 2.00 per share i.e. @ 40% (Rs.1.75/- per share i.e. @ 35% for the previous year) on Equity Shares of face value of Rs. 5/- (Rupees Five) each of the Company. The total dividend outgo shall be Rs. 1,002 lakhs as compared to Rs. 876.96 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended March 31,2023 amounted to Rs. 52,749 lakhs as against Rs. 48,665 lakhs for the previous year. Thus the income from operations of the Company has increased by about 8.39 % as compared to last yearâs revenue from operations.

During the year 2022-23 profit before tax as compared to last year has increased by 21.34 % from Rs. 3,912 lakhs to Rs. 4,747 lakhs and profit after tax has increased by 18.38 % from Rs. 3,056 lakhs to Rs. 3,618 lakhs.

THE AMOUNT, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the Financial Year ended March 31,2023, the Company proposes to transfer Rs. 7 Crores to general reserves. SHARECAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2023 was Rs. 25,05,60,000 crore comprising of 5,01,12,000 equity shares of Rs. 5 each. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity.

TRANSFER TO IEPF

Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended (âIEPF Rulesâ) all the shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to demat account of the IEPF authority as notified by the Ministry of Corporate Affairs.

In terms of the IEPF Rules, Rs. 96,550/- amount of unpaid/unclaimed dividends and 1424 shares were transferred during the financial year 2022-23.

EXPORTS

Exports for the year ended March 31,2023 have increased by about 26.92 % from Rs. 22,798 lakhs to Rs. 28,935 lakhs. CURRENTOUTLOOK

We are pleased to inform you that European Directorate of Quality Medicine has restored all our regulatory approvals i.e. Erythromycin Base, Erythromycin Ethyl Succinate, & Pyrazinamide. Similarly, WHO PQ Geneva authorities have restored our regulatory status for Pyrazinamide and Sulfadoxine.

Additionally, we were inspected by United States Food and Drug Administration (USFDA) and are pleased to inform you that we have passed USFDA inspection without any observations.

We have also received CEP for Ambroxol Hydrochloride from EDQM.

After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDC, and after receiving Environmental Clearance from Government of Maharashtra, we have successfully commissioned our new expansion project in December 2019.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Bipin Shah Director of the Company shall be liable to retire by rotation at the ensuing 63^rd Annual General Meeting and being eligible have offered himself for re-appointment.

Please note that Mr. Lalitkumar P Shah, Director resigned w.e.f. 10^th February, 2023 due to ill health and age of 88 years.

KEY MANAGERIAL PERSONNEL

Board of Directors of the Company (the "Board") at its Performance Evaluation Meeting on Friday, 6^th January, 2023, noted the resignation of Mr. Bharat Gangani, from the post of Company Secretary and Compliance Officer of the Company. The Company already made an intimation regarding the resignation of Mr. Bharat Gangani as a Company Secretary and Compliance Officer to the Stock Exchange on 13^th January, 2022.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 6^th January, 2023, approved the appointment of Mr. Hemant Auti having Membership no. A51703 w.e.f. 7, January, 2023 as the Company Secretary and Compliance Officer of the Company and shall be designated as the Key Managerial Personnel of the Company.

Therefore, as on March 31, 2023, Mr. Ritesh Shah, Joint Managing Director, Mr. Vivek Shah, Joint Managing Director, Mr. Darshan Rampariya, Chief Financial Officer and Mr. Hemant Auti, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014.

DIRECTORSâ RESPONSIBILITY STATEMENT

i) That in the preparation of the annual financial statements for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31,2023 and of the profit or loss of the Company for the year ended on that date.

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

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

LISTING ON THE STOCK EXCHANGE

The Companyâs shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2023-24.

DEPOSITS

The Company has not accepted or renewed any Deposits within the meaning of Section 73 of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

MEETINGS

BOARD EVALUATION

FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarisation Programme has been carried out by the Company for the Independent Directors, details of which has been uploaded on the Companyâs website i.e. www.anuhpharma.com.

BUSINESS RISK MANAGEMENT

INTERNAL FINANCIAL CONTROL

POLICIES

Vigil Mechanism / Whistle Blower Policy

Nomination and Remuneration Policy

Policy against sexual harassment of Woman at workplace

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

Policy for Preservation of Documents

In terms of Regulation 9 of the Securities Exchange Board of India Listing Regulations, 2015, the Board has adopted this Policy for Preservation of Documents. To determine preservation period for records/documents based on their reference value and legal requirements. The Policy is uploaded on the Companyâs website.

Policy for Determination of Materiality of any Event or Information

Archival Policy

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations, 2015. The policy is uploaded on the Companyâs website.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION

The Company has authorized Mr. Ritesh Shah, Joint Managing Director and Mr. Hemant Auti, Company Secretary and Compliance Officer of the Company for the purpose of determining the materiality of an event or information and for making disclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as âAnnexure - 1â to the Directorsâ Report.

CASH FLOW STATEMENT

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Jasvantlal G. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin N. Shah, Vice Chairman & Non - Executive Director and Mr. Arun L. Todarwal, Non-Executive Independent Director. The CSR policy of the Company is uploaded on the Companyâs website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 i.e. CSR Report is annexed as âAnnexure - 2â to the Directorsâ Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is available on the website of the Company at www.anuhpharma.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

RATIO OF DIRECTORSâ REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION AND OTHER DISCLOSURES

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration Number 104133W), were appointed as Statutory Auditors of the Company in the 62^nd Annual General Meeting held on August 5, 2022 to hold office from the conclusion of the 62^nd Annual General Meeting till the conclusion of the 67^th Annual General Meeting i.e. from F.Y.2022-23 to F.Y. 2026-27.

COST AUDITORS & COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed CMA Mr. Ankit Kishor Chande, having Membership No. 34051 for conducting the audit of cost records of bulk drugs maintained by the Company for the financial year 2023-24 at a remuneration of 1,20,000/- (Rupees One Lakh Twenty Thousand Only) plus GST as applicable and reimbursement of out of pocket expenses as may be incurred by him for conducting the Cost Audit for the financial year 202324.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31,2022 submitted by Ankit Chande, Cost Auditor on August 29, 2022. The Cost Audit Report for the financial year ended March 31,2023 shall be filed in due course.

SECRETARIAL AUDITOR

The Secretarial Audit Report (Form No. MR-3) issued by Sanjay Doshi and Associates. Practicing Company Secretaries., Secretarial Auditor of the Company for the year ended March 31,2023 is annexed as âAnnexure - 5â to the Directorsâ Report.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within the prescribed time.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards.

REPORTING OF FRAUD BY AUDITORS

ACKNOWLEDGEMENT

By Order of the Board

Jasvantlal G. Shah

Chairman (DIN: 00372600)

Registered Office:

3-A, Shiv Sagar Estate, North Wing,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Place : Mumbai.

Date : May 19, 2023

Mar 31, 2018

To,

The Members,

The Directors have pleasure in placing before you the 58^th Annual Report of the Company along with the Accounts for the year ended March 31, 2018:

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Accounting Year	2017-18	2016-17
Revenue from Operations	24,123	21,695
Other Income	739	759
Profit before interest, depreciation and taxation	2,529	2,960
Interest	4	4
Depreciation	183	197
Provision for taxation (net)	690	754
Profit after tax	1,652	2005
Profit and Loss Account balance B/f	4,299	3,207
Income Tax adjustment of earlier years	4	(11)
Profit available for Appropriation	5,955	5,201
Transfer to General Reserve	500	750
Final Dividend	627	125
Tax on Interim Dividend	128	27
Balance carried to the Balance Sheet	4,700	4,299

DIVIDEND

For the year under review, the Directors have recommended a final Dividend of Rs. 2.75 per share i.e. @ 55% (Rs. 2.50/per share i.e. @ 50% for the previous year) on Equity Shares of face value of Rs. 5/- each of the Company. The total dividend outgo shall be Rs. 689.04 lakhs as compared to Rs. 626.40 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended March 31, 2018 amounted to Rs. 24,123 lakhs as against Rs. 21,695 lakhs for the previous year. Thus the income from operations of the Company has increased by about 11.19% as compared to last yearâs revenue from operations.

During the year 2017-18 profit before tax as compared to last year has declined by 15.08 % from Rs. 2,758 lakhs to Rs. 2,342 lakhs and profit after tax has declined by 17.65 % from Rs. 2,005 lakhs to Rs. 1,651 lakhs.

EXPORTS

Exports for the year ended March 31, 2018 have increased by about 30.35 % from Rs. 8,753 lakhs to Rs. 11,410 lakhs.

CURRENT OUTLOOK

In view of the above facts we hope to bounce back in terms of profitability and restore all our regulatory clients.

MATERIAL CHANGES & COMMITMENTS, IF ANY

After acquiring Plot No. E-18 in the Tarapur Industrial Area of MIDC, we have already received Environmental Clerance from Government of Maharshtra and consent to establish from Maharashtra Pollution Control Board and approval of building plans from MIDC authorities.

It may please be noted that the construction for our new project has already started in November 2017.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Samir J. Shah and Mr. Ketan L. Shah, Directors of the Company retire by rotation at the ensuing 58^th Annual General Meeting and being eligible have offered themselves for re-appointment.

KEY MANAGERIAL PERSONNEL

As on March 31, 2018, Mr. Bipin Shah, Managing Director, Mr. Ritesh Shah, Whole Time Director and CEO, Mr. Vivek Shah, Whole Time Director and CEO (R&D) and Mr. Darshan Rampariya, Chief Financial Officer and Ms. Ashwini Ambrale, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014. There was no change in the Key Managerial Personnel during the financial year 2017-18.

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5)of the Companies Act, 2013-

i) That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2018 and of the profit or loss of the Company for the year ended on that date.

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

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

LISTING ON THE STOCK EXCHANGE

The Companyâs shares are listed with BSE Limited and the Company has paid the necessary listing fees for the financial year 2018-19.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

MEETINGS

BOARD EVALUATION

FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS

Familiarisation Programme has been carried out by the Company for the Independent Directors, details of which has been uploaded on the Companyâs website i.e. www.anuhpharma.com.

BUSINESS RISK MANAGEMENT

INTERNAL FINANCIAL CONTROL

POLICIES

Vigil Mechanism / Whistle Blower Policy

Nomination and Remuneration Policy

Policy against sexual harassment of Woman at workplace

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

Policy for Preservation of Documents

Policy for Determination of Materiality of any Event or Information

Archival Policy

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations, 2015. The policy is uploaded on the Companyâs website.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION

The Company has authorized authorize Mr. Ritesh Shah, Whole Time Director and Chief Executive Officer and Ms. Ashwini Ambrale, Company Secretary and Compliance Officer of the Company for the purpose of determining the materiality of an event or information and for making disclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as âAnnexure - 1â to the Directorsâ Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Jasvantlal G. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin N. Shah, Managing Director and Mr. Arun L. Todarwal, Non-Executive Independent Director. The CSR policy of the Company is uploaded on the Companyâs website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 i.e. CSR Report is annexed as âAnnexure - 2â to the Directorsâ Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as âAnnexure - 3â to the Directorsâ Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as âAnnexure - 4â to the Directorsâ Report..

RATIO OF DIRECTORSâ REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION AND OTHER DISCLOSURES

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached separately to this report.

CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

AUDITORSâ OBSERVATIONS AND MANAGEMENTâS REPLY

Emphasis of Matter

We draw attention to the following matter in Note No. 46 to the financial statements:

As per section 135 of the Act, the Company was required to incur/spend Rs. 64.25 lakhs (including Previous Year Rs. 2.81 lakhs) on Corporate Social Responsibility (âCSRâ) during the financial year 2017-2018. However, during the financial year 2017-2018 the Company has spentRs. 57.42 lakhs. Hence, the unspent amount of CSR expenditure is Rs. 6.83 lakhs.

Managementâs Reply: CSR Commitments for the financial year 2017-18 was not fulfilled because of delay in approved projects, the Company would spend the same in the next financial year and that CSR contribution would not be counted as next yearâs CSR commitments.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration Number 104133W), were appointed as Statutory Auditors of the Company in the 57^th Annual General Meeting held on September 22, 2017 to hold office from the conclusion of the 57^th Annual General Meeting till the conclusion of the 62^nd Annual General Meeting of the Company.

COST AUDITORS & COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, re-appointed CMA Mr. Ankit Kishor Chande, having Membership No. 34051 for conducting the audit of cost records of bulk drugs maintained by the Company for the financial year 2018-19 at a remuneration of 1,10,000/- (Rupees One Lakh Ten Thousand Only) plus service tax as applicable and re-imbursement of out of pocket expenses as may be incurred by him for conducting the Cost Audit for the financial year 2018-19.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31, 2017 submitted by Girikrishna Maniar, Cost Auditor on 5^th October, 2017. The Cost Audit Report for the financial year ended March 31, 2018 shall be filed in due course.

SECRETARIAL AUDITOR

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 re-appointed M/s. Ragini Chokshi & Co., (Firm Registration Number 92897) Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report issued by M/s. Ragini Chokshi & Co., Secretarial Auditor of the Company for the year ended March 31, 2018 is annexed as âAnnexure - 6â to the Directorsâ Report.

ACKNOWLEDGEMENT

By Order of the Board

Sd/-

Jasvantlal G. Shah

Chairman

(DIN: 00372600)

Registered Office:

3-A, Shiv Sagar Estate, North Wing,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Place: Mumbai.

Date : May 25, 2018

Mar 31, 2015

The Members,

The Directors have pleasure in placing before you the 55th Annual Report of the Company along with the Accounts for the year ended 31st March, 2015:

FINANCIAL HIGHLIGHTS (Rs in Lakhs) Accounting Year 2014-15 2013-14

Sales 28141 26493

Other Income 748 562

Profit before interest, depreciation and taxation 3515 2728

Interest 2 5

Depreciation 327 175

Provision for taxation (net) 987 789

Profit after tax 2199 1759

Profit and Loss Account balance B/f 2085 1560

Income Tax adjustment of earlier years (1) 2 4

Profit available for Appropriation 4283 3343

Transfer to General Reserve 1000 500

Interim Dividend 167 104

Tax on Interim Dividend 28 18

Proposed Final Dividend 418 544

Tax on proposed Final Dividend 83 92

Balance carried to the Balance Sheet 2587 2085

DIVIDEND

Since, the Company had been doing well and it was hopeful of getting better results this year, the Company had declared Interim Dividend on 25th August, 2014 and paid an Interim Dividend of Rs 2 per Share i.e. 40% on the Equity shares of face value of R 5/- each.

Further, for the year under review, the Directors have recommended a final Dividend of Rs 5 per share i.e. 100% (Rs 6.50 per share i.e. 130% for the previous year) on Equity Shares of face value of Rs 5/- each of the Company. The total dividend outgo shall be Rs 584.64 lakhs as compared to Rs 647.28 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March 2015 amounted to Rs 28141 lakhs as against R 26493 lakhs for the previous year. Thus the turnover of the Company has increased by about 6.22 % as compared to last years turnover.

During the year 2014-15 profit before tax as compared to last year has increased by 25% from Rs 2548 lakhs to Rs3186 lakhs and profit after tax has increased by 25% from Rs 1759 lakhs to Rs 2199 lakhs

EXPORTS

Exports for the year ended 31st March, 2015 have increased by about 14.80% from Rs 10439 lakhs to Rs 11984 lakhs.

CURRENT OUTLOOK

The Company has planned to achieve a sales turnover of Rs 325 crores during the current year.

MATERIAL CHANGES & COMMITMENTS, IF ANY

The Company has acquired leasehold rights, title, interests and possession in land and building admeasuring 7,800 square meters at Plot No. E-18 in the Tarapur Industrial Area of MIDC connecting to the existing Factory for a consideration of Rs 9,00,00,000/- (Rupees Nine Crores Only) from Authentic Petroproducts LLP for expansion purpose between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Further, huge reserves have been accumulated by the Company over a period of years and to pass on the benefit to its shareholders, the issuance of Bonus Shares is proposed by the Directors of the Company.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Bharat N. Shah and Mr. Lalitkumar P Shah Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Darshan Rampariya, Chief Financial Officer and Ms. Ashwini Ambrale, Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013-

i) That in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. 31st March, 2015 and of the profit or loss of the Company for the year ended on that date.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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

LISTING ON THE STOCK EXCHANGE

The Company''s shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2015-16.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than Rs 60,00,000/- per annum during the year under review, if employed for full year or more than Rs 5,00,000/- per month, if employed for part of the year.

MEETINGS

During the year 6 (Six) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairperson''s as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS

Familiarisation Program has been carried out by the Company for the Independent Directors details of which has been posted on Company''s website http://anuhpharma.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-1" to the Directors'' Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Jasvantlal G. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin Shah, Managing Director and Mr. Arun L. Todarwal, Non-Executive Independent Director. The CSR policy of the Company has been uploaded on the Company''s website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 is annexed as "Annexure-2" to the Directors'' Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as "Annexure-3" to the Directors'' Report.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted policy on internal financial control system for proper observation of adequate internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company''s website.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Extract of Remuneration Policy is annexed as "Annexure-A" to the Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company''s website. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure-4" to the Directors'' Report.

RATIO OF DIRECTORS'' REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION AND OTHER DISCLOSURES

The table containing the names and other particulars of ratio of Directors'' Remuneration to Median Employees'' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure-5" to the Directors'' Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

A policy for prevention of Sexual Harassment of Women at workplace and setting up of the Committee for implementation of said policy is under review and consideration.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached separately to this report.

CORPORATE GOVERNANCE

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY Emphasis of Matter

We draw attention to the following matters in Note 36 to the financial statements:

As per section 135 of the Act, the Company was required to incur/spend Rs 39,34,176 on Corporate Social Responsibility ("CSR") during the financial year 2014-2015. However, during the financial year 2014-2015 the Company has spent Rs 34,45,196. Hence, the unspent amount of CSR expenditure is Rs 4,88,980. Our opinion is not modified in respect of this matter.

Management''s Reply: Near the end of the year the Company has identified CSR projects/activities which are under scrutiny and if satisfied will be spending the balance and the required proposed CSR amount during the course of the next year.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at 57th Annual General Meeting and are eligible for the re-appointment as Auditors of the Company to hold the office from the date of 54th Annual General Meeting until the conclusion of the 57th Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as Auditors of the Company.

A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 139 of the Companies Act, 2013.

COST AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and as per Rule 14 of Companies (Audit and Auditors) Rules 2014, with the prior approval of Central Government, Mr. Girikrishna S Maniar (Fellow Membership

No. 8202), practicing Cost Accountant, had been appointed to conduct audit of cost records of bulk drugs for the financial year ended 31st March, 2015. The Cost Audit Reports would be submitted to the Central Government within prescribed time.

The Cost Audit Reports for bulk drugs for the year ended 31st March, 2014 was filed with the Central Government on 18th September, 2014.

SECRETARIAL AUDITOR

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 Gupta Baul & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-6" to the Directors'' Report.

SECRETARIAL AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY Emphasis of Matter

a) Pursuant to Clause 35 of Listing Agreement with the Stock Exchange, the shareholding pattern of the Company only mentions the names of persons classified as promoters and not of the persons who fall under the definition of promoter group.

b) Pursuant to Clause 30 of Listing Agreement with the Stock Exchange, the Company has not promptly notified pursuant to Clause 30 of Listing Agreement the appointment of Ms. Rajeshree Gor as an Additional Director.

c) Pursuant to Regulation 13(2) of SEBI (Prohibition of Insider Trading) Regulations, 1992 Ms. Rajeshree Gor had not disclosed her shareholding in the Company in Form B within 2 working days of becoming the Director of the Company.

d) As per section 135 of the Act, the Company was required to incur/spend Rs 39,34,176 on Corporate Social Responsibility ("CSR") during the financial year 2014-2015. However, during the financial year 2014-2015 the Company has spent Rs 34,45,196. Hence, the unspent amount of CSR expenditure is Rs 4,88,980.

Management''s Reply:

a) The Company will henceforth disclose the names of persons classifying as promoter group in the shareholding pattern of the Company.

b) The management is taking necessary action to make the required intimation to the Stock Exchange which was inadvertently missed out.

c) The management is taking necessary action to make the required disclosure to the Stock Exchange which was inadvertently missed out.

d) Near the end of the year the Company has identified CSR projects/activities which are under scrutiny and if satisfied will be spending the balance and the required proposed CSR amount during the course of the next year.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Sd/- Jasvantlal G. Shah Chairman (DIN: 00372600)

Registered Office: 3-A, Shiv Sagar Estate, Noth Wing, Dr.Annie Besant Road, Worli, Mumbai - 400 018

Place : Mumbai Date : June 12, 2015

Mar 31, 2014

The Members,

The directors have pleasure in placing before you the 54th Annual Report of the Company along with the Accounts for the year ended 31st March, 2014:

FINANCIAL HIGHLIGHTS

(R in Lakhs)

Accounting Year 2013-14 2012-13

Sales 26493 24160

Other Income 562 329

Profit before interest, depreciation and taxation 2728 1939

Interest 5 4

Depreciation 175 166

Provision for taxation (net) 789 515

Profit after tax 1759 1254

Profit and Loss Account balance B/f 1560 1417

Income Tax adjustment of earlier years 24 (25)

Profit available for Appropriation 3343 2646

Transfer to General Reserve 500 500

Interim Dividend 104 Nil

Tax on Interim Dividend 18 Nil

Proposed final Dividend 544 501

Tax on proposed final Dividend 92 85

Balance carried to the Balance Sheet 2085 1560

DIVIDEND

On the occasion of completion of 25 years of commencement of production activities, the Company had declared on 14/02/2014 and paid an Interim Dividend ofRs. 1.25 per Share i.e. 25% on the Equity shares of face value ofRs.5/- each.

Further, for the year under review, the Directors have recommended a final Dividend of Rs. 6.50 per share i.e. @ 130% (Rs. 6.00 per share i.e. @ 120% for the previous year) on Equity Shares of face value of Rs. 5/- each of the company. The total dividend outgo shall beRs. 647.28 lakhs as compared toRs. 501.12 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March 2014 amounted to Rs. 26492.79 as against Rs. 24160.49 lakhs for the previous year. Thus the turnover of the company has increased by about 9.65% as compared to last year''s turnover.

During the year 2013-14 profit before tax as compared to last year has increased by 41.14% from Rs. 1805.00 lakhs to Rs. 2547.65 lakhs and profit after tax has increased by 40.33% from Rs. 1253.50 lakhs to Rs. 1758.99 lakhs

EXPORTS

Exports for the year ended 31st March 2014 have increased by about 4.04% from Rs. 10033.86 lakhs to Rs. 10439.17 lakhs.

CURRENT OUTLOOK

The company has planned to achieve a sales turnover of Rs. 277 crores during the current year.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Jayantilal P. Shah and Mr. G. C Sharda retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board of Directors at their meeting held on May 23, 2014 appointed Ms. Rajeshree Gor as Additional Director pursuant to section 161 of the Companies Act, 2013 who will hold office till the date of the ensuing Annual General Meeting. The Company has received her candidature as a Director from a member pursuant to Section 160 of the said Act. Ms. Rajeshree Gor''s appointment is being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49 IV(G) of the Listing Agreement is given in the Notice of the 54th Annual General Meeting.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2014-15.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than Rs. 60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2014 -

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year viz. 31st March 2014 and of the profit or loss of the Company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {SECTION 134}

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ''A'' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956 and with the prior approval of Central Government, Mr. Girikrishna S. Maniar (Fellow Membership No. 8202), practicing Cost Accountant, had been appointed to conduct audit of cost records of bulk drugs for the financial year ended 31st March, 2014. The Cost Audit Reports would be submitted to the Central Government within prescribed time.

The Cost Audit Reports for bulk drugs for the year ended 31st March, 2013 was filed with the Central Government on 26th September, 2013.

AUDITORS'' QUALIFICATIONS AND MANAGEMENT''S REPLY

Emphasis of Matter

The Company has earned testing charges of Rs. 253,200 from Eskay Speciality Chemicals during financial year 2013- 2014. However, the company has not obtained Central Government approval under section 297 of the Act for this transaction. Our opinion is not qualified in respect of this matter.

Management''s Reply: In future Company will take due care while entering into such kind of the transactions.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 139 of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Sd/- J. G. SHAH Chairman

Registered Office:

3-A, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018

Place: Mumbai Date: May 23, 2014

Mar 31, 2013

The Members,

The directors have pleasure in placing before you the 53rd Annual Report of the Company along with the Accounts for the year ended 31st March, 2013:

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs)

Accounting Year 2012-2013 2011-2012

Sales 24160 22458

Other Income 329 446

Profit before interest, depreciation and taxation 1939 1942

Interest 4 5

Depreciation 166 132

Provision for taxation (net) 515 520

Profit after tax 1254 1285

Profit and Loss Account balance B/f 1417 1130

Income Tax adjustment of earlier years (25) 36

Profit available for Appropriation 2646 2451

Transfer to General Reserve 500 500

Proposed Dividend 501 459

Tax on Dividend 85 75

Balance carried to the Balance Sheet 1560 1417

DIVIDEND

For the year under review, the Directors have recommended a Dividend of RS. 6.00 per share i.e. @ 120% (RS. 5.50 per share i.e. @ 110% for the previous year) on Equity Shares of face value of RS. 5/- each of the company. The total dividend outgo shall be RS. 501.12 lakhs as compared to RS. 459.36 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March 2013 amounted to RS. 24160.50 lakhs as against RS. 22458.16 lakhs for the previous year. Thus the turnover of the company has increased by about 7.58% as compared to last year''s turnover.

During the year 2012-13 profit before tax as compared to last year has decreased by 2.02% from RS. 1805.00 lakhs to RS. 1768.47 lakhs and profit after tax has decreased by 2.42% from RS. 1284.61 lakhs to RS. 1253.50 lakhs

EXPORTS

Exports for the year ended 31st March 2013 have reduced by about 2.32% from RS. 10271.76 lakhs to RS. 10033.86 lakhs.

CURRENT OUTLOOK

The company has planned to achieve a sales turnover of RS. 277 crores during the current year.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Lalitkumar P. Shah and Mr. Bharat N. Shah retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board of Directors at their meeting held on November 9, 2012 appointed Mr. Sandeep Joshi as Additional Director pursuant to section 260 of the Companies Act, 1956 who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 53rd Annual General Meeting.

Mr. Ashwin Shroff, resigned as the Director of the Company with effect from November 9, 2012. Your Directors wish to place on record their appreciation for the valuable contributions made by Mr. Shroff.

The Board of Directors at their meeting held on May 24, 2013 appointed Mr. G.C. Sharda as Additional Director pursuant to section 260 of the Companies Act, 1956 who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 53rd Annual General Meeting.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2013-14.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than RS.60,00,000/- per annum during the year under review, if employed for full year or more than RS. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2013 :-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year viz. 31st March 2013 and of the profit or loss of the Company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 217 (1)(E)]

As required under Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ''A'' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956 and with the prior approval of Central Government, Mr. Girikrishna S Maniar (Fellow Membership No. 8202), practicing Cost Accountant, had been appointed to conduct audit of cost records of bulk drugs for the financial year ended 31st March, 2013. The Cost Audit Reports would be submitted to the Central Government within prescribed time.

The Cost Audit Reports for bulk drugs for the year ended 31st March, 2012 were filed with the Central Government on 10/01/2013.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Sd/-

J. P. SHAH

Chairman

Registered Office:

3-A, Shivsagar Estate,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Place: Mumbai

Date: 24th May 2013

Mar 31, 2012

The directors have pleasure in placing before you the 52nd Annual Report of the Company along with the Accounts for the year ended 31st March, 2012:

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

ACCOUNTING YEAR 2011-12 2010-11

Revenue from Operations 22609 17643

Other Income 299 266

Profit before finance cost, depreciation and tax 1987 1884

Finance cost 50 22

Depreciation 132 111

Provision for tax (net) 520 522

Profit after tax 1285 1229

Profit and Loss Account balance B/f 1130 877

Income Tax adjustment of earlier years 36 9

Profit available for Appropriation 2451 2115

Transfer to General Reserve 500 500

Proposed Dividend 459 418

Tax on Dividend 75 67

Balance carried to the Balance Sheet 1417 1130

DIVIDEND

For the year under review, the Directors have recommended a Dividend of Rs 5.50 per share i.e. @ 110% (Rs 5.00 per share i.e. @ 100% for the previous year) on Equity Shares of face value of Rs 5/- each of the company. The total gross dividend outgo shall be Rs 533.88 lakhs as compared to Rs 485.34 lakhs during the previous year.

OPERATIONS

The revenue and operation income for the year ended 31st March, 2012 amounted to Rs 22609.43 lakhs as against Rs 17643.07 lakhs for the previous year. Thus the turnover of the company has increased by about 28.15% as compared to last year's turnover.

During the year 2011-12 profit before tax as compared to last year has increased by 3.10% from Rs 1750.77 lakhs to Rs 1805.00 lakhs and profit after tax has increased by 4.53% from Rs 1228.96 lakhs to Rs 1284.61 lakhs.

EXPORTS

Exports for the year ended 31st March, 2012 have increased by about 46.15% from Rs 7028.29 lakhs to Rs 10271.76 lakhs.

CURRENT OUTLOOK

The second phase of a new plant for manufacture of drug intermediates shall be ready for commissioning by July 2012. The Company expects to achieve better value addition and also profitability when this plant becomes operational.

R & D LABORATORY

In the month of April 2012, the Company has acquired all assets of a "State of Art" Research & Development Labaoratory which was being run by a Spanish Company. This Laboratory is situated in Navi Mumbai and is already functional.

DIRECTORS

Mr. Ashwin C. Shroff, Mr. Arun L. Todarwal and Mr. Jayantilal P. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2012-13.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules,1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2012 -

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year viz. 31st March, 2012 and of the profit or loss of the Company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 217 (1)(e)}

As required under Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'A' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the re-appointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend re-appointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

J.P. Shah

Chairman

Place: Mumbai

Date: 30 th May 2012

Registered Office:

3-A, Shiv Sagar Estate,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Mar 31, 2011

The Members,

The directors have pleasure in placing before you the 51 st Annual Report of the Company along with the Accounts for the year ended 31st March, 2011:

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Accounting Year 2010-2011 2009-2010

Sales 17554 16457

Other Income 350 866

Profit before interest, depreciation and taxation 1875 1881

Interest 13 11

Depreciation 111 116

Provision for taxation (net) 513 469

Profit after tax 1238 1285

Profit and Loss Account balance B/f 877 418

Profit available for Appropriation 2115 1703

Transfer to General Reserve 500 500

Proposed Dividend 418 279

Tax on Dividend 67 47

Balance carried to the Balance Sheet 1130 877

DIVIDEND

For the year under review, the Directors have recommended a Dividend of Rs. 5.00 per share i.e. @ 100% (Rs. 10.00 per share i.e. @ 200% for the previous year) on Equity Shares of face value of Rs. 5/- each of the company. The total dividend outgo shall be Rs. 417.60 lakhs as compared to Rs. 278.40 lakhs during the previous year.

OPERATIONS

The sales and operating income for the year ended 31st March, 2011 amounted to Rs. 17,553.74 lakhs as against Rs. 16,457.22 lakhs for the previous year. Thus the turnover of the company has increased by about 6.66% as compared to last year's turnover.

During the year 2010-11 profit before tax as compared to last year has declined by 0.16% from Rs. 1,753.52 lakhs to Rs. 1750.77 lakhs and profit after tax has decreased by 2.05% from Rs. 1,254.66 lakhs to Rs. 1,228.96 lakhs.

EXPORTS

Exports for the year ended 31 st March, 2011 have increased by about 11.31 % from Rs. 6,313.88 lakhs to Rs. 7,028.29 lakhs.

CURRENT OUTLOOK

The company has planned to achieve a sales turnover of Rs. 233.00 crores during the current year.

The erection of a new plant for manufacture of drug intermediates, was completed during the year under review and it was commissioned towards end of February, 2011. Due to operation of this plant, the Company expects to achieve much higher value addition and also higher profitability.

Currently, the Company has undertaken renovation of an old plant to meet the current GMP standards. This is expected to be completed and commissioned by January 2012 and will provide much flexibility to production operations and help better utilize the production capacity.

Since, further expansion on the existing plot of land at Tarapur will not be possible, therefore the Company is looking out to acquire another plot of land in the same Industrial Area.

DIRECTORS

Mr. Lalitkumar R Shah, Mr. Dilip G. Shah and Mr. Jasvantlal G. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year, 2011-12.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2011 :-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year viz. 31 st March, 2011 and of the profit or loss of the Company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO [Section 217 (1)(e)]

As required under Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'A' and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants (Firm Registration No. 106512W), the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the re-appointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend re-appointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

J. P. Shah

Chairman

Registered Office:

3-A, Shivsagar Estate,

Dr. Annie Besant Road,

Worli, Mumbai - 400 018

Place: Mumbai

Date: 5th August, 2011

Mar 31, 2010

The directors have pleasure in placing before you the 50th Annual Report of the Company along with the Accounts for the year ended 31st March, 2010:

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Accounting Year 2009-2010 2008-2009

Sales 16457 12051

Other Income 866 175

Profit before interest, depreciation and taxation 1881 1520

Interest 11 83

Depreciation 116 112

Provision for taxation (net) 469 425

Profit after tax 1285 900

Profit and Loss Account balance B/f 418 342

Profit available for Appropriation 1703 1242

Transfer to General Reserve 500 450

Proposed Dividend/Interim Dividend 279 320

Tax on Dividend 47 54

Balance carried to the Balance Sheet 877 418

DIVIDEND

Yours Directors recommend that the Interim Dividend of Rs. 10/- per share of face value of Rs. 5/- (200%) declared on 29th January, 2010 is to be treated as the final Dividend for the year ended 31st March, 2010.

BONUS SHARES

On the occasion of the Golden Jubilee Year of the Company, your Directors are pleased to propose issue of Bonus Shares in the ratio 1:2, thus capitalizing a sum of Rs. 2,78,40,000/- out of General Reserve.

OPERATIONS

The sales and operating income for the year ended 31st March, 2010 amounted to Rs. 16,457.22 lakhs as against Rs. 12,051.35 lakhs for the previous year. Thus the turnover of the company has increased by about 36.55% as compared to last years turnover.

During the year 2009-10 profit before tax as compared to last year has increased by 32.29% from Rs. 1,325.48 lakhs to Rs. 1,753.52 lakhs and profit after tax has increased by 43.94% from Rs. 871.63 lakhs to Rs. 1,254.66 lakhs.

EXPORTS

Exports for the year ended 31 st March, 2010 have increased by about 11.92% from Rs. 5,641.13 lakhs to Rs. 6,313.88 lakhs.

CURRENT OUTLOOK

The company expects to maintain the tempo of growth during the current year as well, and may achieve record sales and net profit.

DIRECTORS

Mr. Ashwin Shroff was appointed as an Additional Director on the Board with effect from October 30,2009. Mr. Ashwin Shroff holds office as a Director upto the date of the ensuing Annual General Meeting of the Company, a notice in writing under Section 257 of the Companies Act, 1956 has been received by the Company to appoint Ashwin Shroff as a Director of the Company.

Mr. Jayantilal P. Shah and Mr. Bharat N. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible have offered himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Companys shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2010-11.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2010:-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year viz. 31st March, 2010 and of the profit or loss of the Company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {SECTION 217 (1)(E)}

As required under Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure A and forming part of this report.

SECRETARIAL COMPLIANCE REPORT

Your company has appointed M/s. Sanjay Doshi & Associates, Company Secretaries, to certify the compliance of the Companies Act requirements observed by us. A copy of their Certificate is attached.

AUDITORS

M/s. S. I. Mogul & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the re-appointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. S. I. Mogul & Co., as auditors of the company. A certificate has been received from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

J. P. SHAH

Chairman

Registered Office:

3-A, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai-400 018

Place: Mumbai. Date: 6th August, 2010

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