Directors Report of Beryl Drugs Ltd.

Mar 31, 2024

Your Director''s are pleased to present the 31st Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL RESULTS AND OPERATION:

The Company''s financial results have been summarized as follows:

(Rs. In Lakhs)
	Year ended 31.03.2024	Year ended 31.03.2023
Total Revenue
(Including other operating revenues)	2672.96	2687.10
Profit before tax (PBT)	100.97	98.38
(a) Current Tax (Net)	43.89	16.03
(b) Deferred Tax	(19.79)	5.75
Net Profit/Loss for the Period	76.86	76.60
Total Comprehensive Income	85.70	77.27
Basic & Diluted EPS per Equity Share
of Face value Rs. 10 each (Rs.)	1.52	1.52

2. PERFORMANCE OF THE COMPANY:

During the year under review the company earns profit of Rs. 76.86 Lacs in comparison to last year profit of Rs. 76.60.Your directors are putting their best effort to turn the company into more profitmaking company. The directors are putting their best efforts to increase the income with reducing the cost incurred. Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.

3. DIVIDEND:

The strength of your company lies in identification, execution and successful implementation of its projects. To strengthen the long-term prospects and ensuring sustainable growth in assets & revenue, it is important for your company to evaluate various opportunities in different business verticals in which your company operates. Your company continues to explore newer opportunities. Your Board of Directors, considers this be in strategic interest of the company and believes that this will greatly enhance the long-term shareholder''s value. In order to fund company''s projects and assignments in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Board has not recommended any dividend for the year under review.

4. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2024 stood at 5.71 Crores. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

5. PUBLIC DEPOSITS:

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

(a) Accepted during the year : Nil

(b) Remained unpaid or unclaimed as at the end of the year : Nil

(c) Whether there has been any default in repayment of deposits or payment : Nil

of interest thereon during the year and if so, number of such cases and

the total amount involved

6. Details of deposits which are not in compliance with the requirements of Chapter V of the Act:

The Company has not accepted any deposits which are not in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the financial year

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee.

Mr. Sanjay Sethi, Managing Director (DIN:00090277), Mr. Sudhir Sethi, Chairman & Director (DIN: 00090172) of the company has appointed adequate Key Managerial Personnel''s as per requirements of Section 203 of the Companies Act, 2013. Following are the Key Managerial Personnel during the period under review:

1. Mr. Sanjay Sethi: Managing Director

2. Mr. Sudhir Sethi: Chairman & Director

3. Mr. Abhinav Naik: Independent Director

4. Mrs. Shreya Saraf: Independent Director

5. Mrs. Neha Sharma: Company Secretary

6. Mr. Ashish Baraskar: Chief Financial Officer

8. APPOINTMENTS, RE- APPOINTMENTS & RESIGNATIONS:

The Board made the following appointments/ re-appointments based on the recommendations of the nomination and remuneration committee:

♦ As per the provisions of the Companies Act, 2013, Mr. Sudhir Sethi (DIN: 00090172) retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment. The Board recommends his re- appointment.

♦ Particulars of the directors seeking appointment/re-appointment are provided in the notes forming part of the notice for the ensuing Annual General Meeting, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Declaration for Independency of Independent Directors

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation

16(1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts for the financial period ended on 31st March, 2024 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. The Director have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period under review;

3. The Directors have 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;

4. The Directors have prepared the annual accounts on a going concern basis.

5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. They have laid down internal financial controls, which are adequate and are operating effectively.

7. The Company''s Internal Auditors have conducted periodic audits to provide reasonable assurance that the company''s approved policies and procedures have been followed.

9. AUDITORS:

Statutory 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. Subhash Chand Jain Anurag & Associates having registration No. 004733C allotted by the Institute of Chartered Accountants of India be and are hereby appointed as statutory auditors of the company, to hold office for a term of five years from the conclusion of the 29th AGM until the conclusion of the 34th AGM.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government.

The notes on accounts referred to and the Auditors'' Report are self-explanatory and therefore do not call for any explanatory note

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules, 2014, the Board, has appointed Abhay Bhandari & Associates, Chartered Accountants, Indore, having Institute of Chartered Accountants of India (ICAI) Firm Registration Number: 003443C, as Internal Auditors of the Company. During the year the company continued to implement their suggestions and recommendations to improve the internal control environment. Their scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditor''s findings are discussed with the management and suitable corrective actions have been taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Secretarial Auditor:

Mrs. Dipika Kataria, Practicing Company Secretary was appointed to conduct the Secretarial audit of the Company for the fiscal 2024, as required under Section 204 of the Companies Act, 2013 and rules there under. The Secretarial Report for the fiscal 2024 forms part of this Annual report as Annexure- 3 to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

The Board has appointed Dipika Kataria, Practicing Company Secretary as Secretarial Auditor of the Company for fiscal 2025.

Secretarial Auditor’s Certificate on Corporate Governance:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor'' certificate on Corporate Governance is enclosed as Annexure to the Board''s Report. The Auditors'' Certificate for fiscal 2024 does not contain any qualification, reservation or any adverse remark.

10. COMPOSITION OF AUDIT COMMITTEE:

As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. The present strength of the Audit Committee comprises of Mr. Abhinav Naik, Mrs. Shreya Saraf and Mr. Sudhir Sethi. Mr. Abhinav Naik is the Chairman of the Audit Committee of the Company. All the members of the Audit Committee are independent and non-executive directors. The recommendations of audit committee were duly accepted by the Board of Directors.

There are no recommendations of the audit committee which have not been accepted by the board during the year under review.

11. INSURANCE:

The Company''s plant, property, equipment, machinery and stocks are adequately insured against various mis-happenings.

12. PARTICULARS OF EMPLOYEES:

There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Company does not have any employee receiving Remuneration exceeding the limit specified therein or part thereof.

During the year under review, relationship with the employees is cordial.

13. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO. :

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is appended hereto as “Annexure 2” and forms part of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis forms an integral part of this report and gives detail of the overview, industry structure and developments.

15. CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the Company. Though the Company is voluntarily complying with all the provisions and provided the report on the Corporate Governance. Further the certificate by the auditor is also attached Annexure 5.

16. LISTING WITH STOK EXCHANGES:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd and Ahmedabad Stock Exchange Limited.

The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30th May, 2015.

17. INTERNAL CONTROL SYSTEM:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable disclosures.

18. TRANSACTIONS WITH RELATED PARTIES

Details of the transactions with related party''s falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 1 in Form AOC-2 and the same forms part of this report.

19. FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

20. CORPORATE SOCIAL RESPONSIBILITY:

The policy of the Corporate Social Responsibility is not applicable to the Company.

21. ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company http://www.beryldrugs.com

22. NUMBER OF BOARD MEETINGS:

5 Board Meetings were held during the financial year from 1st April, 2023 to 31st March, 2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

23. VIGIL MECHANISM:

A “Vigil Mechanism Policy” for directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising concerns of any violation of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The details pertaining to establishment of vigil mechanism for employees and directors are included in the Corporate Governance Report which forms part of this report.

24. FINANCIAL YEAR:

Pursuant to Section 2(41) of the Companies Act, 2013, the Company adopted April- March as its Financial Year. The Financial Year of the Company shall be for a period of 12 months i.e. 1st April to 31st March.

25. COMMITTEES OF THE BOARD:

Currently, the Board has Three Committees: the Audit Committee, the Nomination and Remuneration Committee, The Stakeholders Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes or commitments occurring after 31st March, 2024, which may affect the financial position of the Company or may require disclosure.

27. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a separate meeting of Independent Directors was held on 22nd March, 2024

• Evaluation of the performance of Non- Independent Directors and Board of Directors as a whole.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties.

All the Independent Directors were present at the said Meeting.

28. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

• During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• No instances of fraud reported by auditor under section 143(12) of the Companies Act, 2013.

• There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• The company did not undergo any change in the nature of its business during the financial year.

29. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2024, 74.89% of the share capital stands dematerialized. The company''s shares are presently held in both electronic and physical modes.

30. SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

31. DISCLOSURE UNDER THE SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-2024.

No of complaints received : NIL

No of complaints disposed of : NIL

32. RISK MANAGEMENT

The Company has in place Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company. The business of the Company is exposed to various risks, arising out of internal and external factors i.e. Industry, Competition, Input, Geography, Financial, Regulatory, Other Operational, Information Technology related other risks.

33. WEB LINK OF THE COMPANY:

The Web link of the Company is Website. www.beryldrugs.com.

34. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN STATUS AND COMPANY STATUS

During the year under review, no order was passed by any Regulator(S), Court(S), Tribunal(S) that could affect the going concern status of the Company and the Company is operating in an efficient manner.

35. BOARD EVALUATIONS:

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process Covering various aspects of the Boards functioning such as composition of the Board &committees, experience & competencies, performance of specific duties &obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

36. RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sudhir Sethi, Chairman& Director of the Company, retires by rotation and being eligible, offers himself for reappointment.

37. PARTICULARS OF JOINT VENTURE, SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any joint venture, subsidiary or associate company during the year.

38. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, your Company has not changed its nature of business.

39. REVISION IN FINANCIAL STATEMENTS OR BOARD’S REPORT U/S 131(1) OF THE COMPANIES ACT, 2013.

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board''s Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

40. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

A certificate of Non-Disqualification of Directors is also required to be submitted and in this regard a certificate from Dipika Kataria., Practicing Company Secretary that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as director by SEBI/MCA or any such authority is attached and forms part of this report as Annexure 4.

41. WTD/CFO CERTIFICATION:

The Whole Time Director (WTD) have issued certificate pursuant to the provisions of Regulation 17(8) of the SEBI (LODR) Regulations, 2015 certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company''s affairs. The said certificate is annexed and forms part of the Annual Report as Annexure-6.

42. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS

There was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

43. APPRECIATION AND ACKNOWLEDGEMENT

Your directors appreciated the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. Your directors are also grateful and pleased to place on record their appreciation and acknowledgement with gratitude the support and Company-operation extended by clients, customers, vendors, bankers, investors, media and both the State and central Government and their agencies and look forward their continued support.

Registered Office: By Order of the Board

133, Kanchan Bagh, Indore-452001 for Beryl Drugs Limited

Sd/-

Sanjay Sethi

Dated: 3^rd September, 2024 Managing Director

(DIN: 00090277)

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Mar 31, 2015

Dear members,

The Directors have pleasure in presenting their Twenty Second Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2015

1. FINANCIAL RESULTS AND OPERATION:

The Company's financial results have been summarised as follows: (In Rs.)

Particulars Year ended Year ended 31.3.2015 31.3.2014

Total Income 134955316.46 147784299.61

Total Expenditure 133258726.99 143469840.62

Profit before prior period adjustment 1696589.47 4314458.99

Less: Prior period adjustment 350803.00 24362.00

Profit before Tax 1345786.47 4290096.99

Less: Provision for Income Tax 1269060.00 1599351.00

Profit after Tax 844333.15 2668599.82

Balance of Profit/ (loss) carried to Balance Sheet 844333.15 2668599.82

2. PERFORMANCE OF THE COMPANY:

During the year under review the company earn profit of Rs. 844333.15/- in comparison to last year profit of Rs. 2668599.82/-. Your directors are putting their best effort to turn the company into more profit making company. The directors are putting their best efforts to increase the income with reducing the cost incurred. Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.

3. DIVIDEND:

In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 20142015.

4. RESERVES

The Company proposes to transfer Rs.8.44 Lacs to the general reserve.

5. PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit from the public during the year.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mrs. Swarna Siyal is appointed on the Board of the Company as Non Executive Director of the Company at the last annual general meeting held 30th day of September, 2014. She is liable to retire by rotation.

The designation of Mr. Sudhir Sethi is change from Whole Time Director to Non Executive Director and also appointed as Chairman of the Company w.e.f 04/09/2014.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, Mr. Sunil Jain, Mr. Hemant Jain, Mr. Bagachand Jain and Mr. Avinash Sharma were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Mrs. Swarna Siyal, who retires by rotation at this annual general meeting and, being eligible, offers her for re- appointment

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

7. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134(5) of the Companies Act, 2013 as amended with respect to Director's responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2015 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. That the Director have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period under review;

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

4. That the Directors have prepared the annual accounts on a going concern basis.

5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. AUDITORS :

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants, Indore (M.P.), were appointed as statutory auditors of the Company from the conclusion of the twenty first annual general meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the twenty fourth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

9. INSURANCE:

The Company's plant, property, equipment, machinery and stocks are adequately insured against various mis-happenings.

10. PARTICULARS OF EMPLOYEES:

There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Company does not have any employee receiving Remuneration exceeding Rs. 60, 00,000.00 per annum or Rs 5, 00,000.00 per month or part thereof.

During the year under review, relationship with the employees is cordial.

11. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO. :

The details of energy conservation, technology absorption etc., in Form A and B are annexed to and forming part of the report of the Board. There is no foreign exchange earning and outgo during the year.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is attached with this report.

13. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from Dipika Jain, Practicing Company Secretary confirming the compliance with the conditions of

Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

14. LISTING WITH STOCK EXCHANGES :

The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd and Ahmadabad Stock Exchange Limited.

The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30th May, 2015.

15. INTERNAL CONTROL SYSTEM :

The company has reasonable internal control system comprising authority levels and powers, supervision, checks and balances, policies, procedures and internal audit. The system is reviewed and updated on an ongoing basis. The Company is continuously upgrading its internal control systems by measures such as strengthening of Information Technology infrastructure and use of external management assuring services. However there is inherent limitation, including the cost of control that should be recognized in weighing the assurances providing by any systems of internal control.

16. AUDITORS' REPORT

The auditors' report does not contain any qualifications, reservations or adverse remarks.

17. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

18. CORPORATE SOCIAL RESPONSIBILITY

The policy of the Corporate Social Responsibility is not applicable to the Company.

19. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

20. SECRETARIAL AUDITORS' REPORT

In 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. Ashish Karodia

6 Company a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed as Annexure - III

21. NUMBER OF BOARD MEETINGS

7 Board Meetings were held during the financial year from 1st April, 2014 to 31st March, 2015.

22. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

23. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee formed will identify evaluate of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company."

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

24. VIGIL MECHANISM

The details pertaining to establishment of vigil mechanism for employees and directors are included in the Corporate Governance Report which forms part of this report.

25. NOMINATION AND REMUNERATION COMMITTEE

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

26. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

27. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors appreciated the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. Your Directors are also grateful and pleased to place on record their appreciation and acknowledgement with gratitude the support and Company-operation extended by clients, customers, vendors, bankers, investors, media and both the State and central Government and their agencies and look forward their continued support.

By order of the Board For Beryl Drugs Ltd.

Sd/- Sd/- SUDHIR SETHI SANJAY SETHI Place : Indore Dated : 24th July, 2015 Director Managing Director DIN : 00090172 DIN : 00090277

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Mar 31, 2014

The Members,

Beryl Drugs Limited INDORE

The Directors have pleasure in presenting their Twenty first Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2014.

1. FINANCIAL RESULTS AND OPERATION:

The Company''s financial results have been summarised as follows: (In Rs.)

Particulars Year ended Year ended 31.3.2014 31.3.2013

Total Income 147784299.61 147945207.23

Total Expenditure 143469840.62 141462648.64

Profit before prior period adjustment 4314458.99 6482558.59

Less: Prior period adjustment 24362.00 360136.00

Profit before Tax 4290096.99 6122422.59

Less: Provision for Income Tax 1599351.00 2189305.00

Profit after Tax 2668599.82 3899561.59

Balance of Profit/ (loss) carried to 2668599.82 3899561.59 Balance Sheet

2. OPERATIONS:

During the year under review the company earn profit of Rs. 26,68,599.82/- in comparison to last year profit of Rs. 3899561.59/-. Your directors are putting their best effort to turn the company into more profit making company. The directors are putting their best efforts to increase the income with reducing the cost incurred. Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.

3. DIVIDEND:

In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 2013- 2014.

4. PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit from the public with in the Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

5. MANAGEMENT :

CS Neha Sharma is appointed as a Company Secretary of the Company w.e.f 1st May, 2014 according to Section 203 of the Companies Act, 2013.

6. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Director''s responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2014 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. That the Director have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period

under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis.

7. AUDITORS :

The statutory auditors of the Company, M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants, Indore (M.P.) retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Company has received a certificate from M/s. Subhash Chand Jain Anurag & Associates to the effect that their appointment, if made, would be within the limits under Section 141 (3) (g) of the Companies Act, 2013.

Yours Directors recommend their appointment as auditors of the Company in ensuing Annual General Meeting.

8. INSURANCE:

The Company''s plant, property, equipment, machinery and stocks are adequately insured against various mis-happenings.

9. HUMAN RESOURCES :

There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 217(2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 i.e. Company does not have any employee receiving Remuneration exceeding Rs. 60,00,000.00 per annum or Rs. 5,00,000.00 per month or part thereof.During the year under review, relationship with the employees is cordial.

10. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO. :

The details of energy conservation, technology absorption etc., in Form A and B as required under section 217(1) (e) of company''s act 1956 are annexed to and forming part of the report of the Board. There is no foreign exchange earning and outgo during the year.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is attached with this report.

12. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

13. LISTING WITH STOK EXCHANGES :

The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd, Madhya Pradesh Stock Exchange Ltd and Ahmadabad Stock Exchange Limited. Delisting of the Company''s securities from the Ahmedabad Stock Exchanges and Madhya Pradesh Stock Exchanges is under Processing.

14. INTERNAL CONTROL SYSTEM :

The company has reasonable internal control system comprising authority levels and powers, supervision, checks and balances, policies, procedures and internal audit. The system is reviewed and updated on an on going basis. The Company is continuously upgrading its internal control systems by measures such as strengthening of Information Technology infrastructure and use of external management assuring services. However there is inherent limitation, including the cost of control that should be recognized in weighing the assurances providing by any systems of internal control.

15. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors appreciated the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. Your Directors are also grateful and pleased to place on record their appreciation and acknowledgement with gratitude the support and Company-operation extended by clients, customers, vendors, bankers, investors, media and both the State and central Government and their agencies and look forward their continued support.

By order of the Board For Beryl Drugs Ltd.

Sd/- Sd/-

SUDHIR SETHI SANJAY SETHI Place : Indore Director Managing Director Dated : 25th July, 2014 DIN : 00090172 DIN : 00090277

---

Mar 31, 2013

To The Members of Beryl Drugs Limited INDORE

The Directors have pleasure in presenting their Twentieth Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2013.

1. FINANCIAL RESULTS AND OPERATION:

The Company''s financial results have been summarised as follows:

(In Rs.)

Year ended Year ended 31.3.2013 31.3.2012

Total Income 147945207.23 93509773.64

Total Expenditure 141462648.64 92262859.41

Profit before prior period adjustment 6482558.59 1246914.22

Less: Prior period adjustment 360136.00 00.00

Profit before Tax 6122422.59 1246914.22

Less: Provision for Income Tax 2222861.00 581300.79

Profit after Tax 3899561.59 884275.02

Balance of Profit/ (loss) carried to Balance Sheet 3899561.59 884275.02

During the year under review the company earn profit of Rs. 3899561.59/- in comparison to last year profit of Rs. 884275.02/-. Your directors are putting their best effort to turn the company into more profit making company. The directors are putting their best efforts to increase the income with reducing the cost incurred. Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.

2. DIVIDEND :

In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 2012- 2013.

3. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit from the public with in the Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

4. MANAGEMENT :

Mr. Hemant Jain, Director of the Company, retire by rotation at the date of ensuing Annual General Meeting and being eligible offers himself for the re-appointment. A motion for the re-appointment of Mr. Hemant Jain, as Director of the Company will be placed before the Members in the ensuing AGM.

5. DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Director''s responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2013 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. That the Director have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis.

6. AUDITORS :

The statutory auditors of the Company, M/s. Subhash Chand Jain Anurag & Associates, Chartered

Accountants, Indore (M.P.) retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Company has received a certificate from M/s. Subhash Chand Jain Anurag & Associates to the effect that their appointment, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

Yours Directors recommend their appointment as auditors of the Company in ensuing Annual General Meeting.

7. INSURANCE

The Company''s plant, property, equipment, machinery and stocks are adequately insured against various mis-happenings.

8. PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 60,00,000.00 per annum or Rs. 5,00,000.00 per month or part thereof.

9. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO. :

The details of energy conservation, technology absorption etc., in Form A and B as required under section 217(1)(e) are annexed to and forming part of the report of the Board. There is no foreign exchange earning and outgo during the year.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed with this report.

1 1 . CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report. A certificate form the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

12. LISTING OF SECURITIES :

The Equity Shares of the Company are listed with the Stock Exchanges of Mumbai, and Madhya Pradesh. Delisting of the Company''s securities from the Ahemdabad Stock Exchanges is under Processing.

13. INTERNAL CONTROL SYSTEM :

The company has reasonable internal control system comprising authority levels and powers, supervision, checks and balances, policies, procedures and internal audit. The system is reviewed and updated on an on going basis. The Company is continuously upgrading its internal control systems by measures such as strengthening of Information Technology infrastructure and use of external management assuring services. However there is inherent limitation, including the cost of control that should be recognized in weighing the assurances providing by any systems of internal control

14 . APPRECIATION AND ACKNOWLEDGEMENT

Your Directors appreciated the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. Your Directors are also grateful and pleased to place on record their appreciation and acknowledgement with gratitude the support and Company-operation extended by clients, customers, vendors, bankers, investors, media and both the State and central Government and their agencies and look forward their continued support.

By order of the Board

For Beryl Drugs Limited

Place : Indore SD/-

Dated : 28th May, 2013 ( SANJAY SETHI )

MANAGING DIRECTOR

---

Mar 31, 2012

To, The Members of Beryl Drugs Limited INDORE

The Directors have pleasure in presenting their Nineteenth Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2012.

1. FINANCIAL RESULTS AND OPERATION:

The Company's financial results have been summarized as follows:

(Rupees in Thousands)

Year ended Year ended 31.3.2012 31.3.2011

Total Income 93509.77 77399.24

Total Expenditure 92262.86 76096.44

Profit before prior period adjustment 1246.91 1302.80

Less: Prior period adjustment 00.00 30.49

Profit before Tax 1246.91 1272.31

Less: Provision for Income Tax 362.63 447.51

Profit after Tax 884.27 824.80

Excess Provision of FBT Written Back NIL 51.93

Excess Provision of Earlier Year Tax Written Back NIL 146.18

Profit/ (Loss) brought forward from last year 5336.75 4511.96

Balance of Profit/ (loss) carried to Balance Sheet 6221.02 5336.75

During the year under review the company earn profit of Rs. 884275.02 in comparison to last year profit of Rs. 824798.42. Your directors are putting their best effort to turn the company into more profit making company. The directors are putting their best efforts to increase the income with reducing the cost incurred. Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.

2. DIVIDEND :

In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 2011- 2012.

3. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit from the public with in the Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

4. MANAGEMENT :

Mr. Sunil Jain, Director of the Company, retire by rotation at the date of ensuing Annual General Meeting and being eligible offers himself for the re-appointment. A motion for the re-appointment of Mr. Sunil Jain, as Director of the Company will be placed before the Members in the ensuing AGM.

5. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Director's responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2012 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed,

along with proper explanation relating to material departures;

2. That the Director have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis.

6. AUDITORS :

The statutory auditors of the Company, M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants, Indore (M.P.) retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Company has received a certificate from M/s. Subhash Chand Jain Anurag & Associates to the effect that their appointment, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956. Yours Directors recommend their appointment as auditors of the Company in ensuing Annual General Meeting.

7. AUDITOR'S REPORT:

The Auditor's Report on the accounts for this accounting period ended on 31st March 2012 requires explanation on the following point :

- Regarding non provision of diminution in value of share Rs 49, 45, 536/- of investment.

Explanation :

- An account of diminution in value of share of Beryl Securities Ltd, a company in which directors are directors due to in temporary nature. However, to that extent profit and investment for the year has been over stated.

8. INSURANCE

The Company's plant, property, equipment, machinery and stocks are adequately insured against various mis-happenings.

9. PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 60,00,000.00 per annum or Rs. 5,00,000.00 per month or part thereof.

10. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The details of energy conservation, technology absorption etc., in Form A and B as required under section 217(1)(e) are annexed to and forming part of the report of the Board. There is no foreign exchange earning and outgo during the year.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed with this report.

12. CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report.

A certificate form the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

13. LISTING OF SECURITIES :

The Equity Shares of the Company are listed with the Stock Exchanges of Mumbai, and Madhya Pradesh. Delisting of the Company's securities from the Ahmadabad Stock Exchanges is under Processing.

14. INTERNAL CONTROL SYSTEM :

The company has reasonable internal control system comprising authority levels and powers, supervision, checks and balances, policies, procedures and internal audit. The system is reviewed and updated on an ongoing basis. The Company is continuously upgrading its internal control systems by measures such as strengthening of Information Technology infrastructure and use of external management assuring services. However there is inherent limitation, including the cost of control that should be recognized in weighing the assurances providing by any systems of internal control

15. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors appreciated the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. Your Directors are also grateful and pleased to place on record their appreciation and acknowledgement with gratitude the support and Company-operation extended by clients, customers, vendors, bankers, investors, media and both the State and central Government and their agencies and look forward their continued support.

By order of the Board

For Beryl Drugs Limited

Place : Indore SD/-

Dated : 28th May, 2012 ( SANJAY SETHI )

MANAGING DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2010.

1. FINANCIAL RESULTS AND OPERATION:

The Companys financial results have been summarised as follows:

(Rupees in Thousand)

Year ended Year ended 31.3.2010 31.3.2009

Total Income 67538.87 70528.58

Total Expenditure 66713.82 70241.93

Profit before prior period adjustment 825.05 286.64

Less: Prior period adjustment 500.02 5.78

Profit before Tax 325.03 280.87

Less: Provision for Income Tax 284.70 128.87

Profit after Tax 40.32 152.00

Excess Provision of FBT Written Back 51.93 NIL

Excess Provision of Earlier Year Tax Written Back 146.18 NIL

Profit/ (Loss) brought forward from last year 4273.52 4121.52

Balance of Profit/ (loss) carried to Balance Sheet 4511.96 4273.52

Due to the adverse domestic and international market conditions, the turnover of the Company of this year is Rs. 69453815.47 against the turnover of Rs. 69841029.82 recorded during the previous year. Your Directors expect a better performance in the coming years.

Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.

The Company has tried to put every effort so that the customers satisfaction spirit of the company remains unquestionable and the company achieves new heights of success.

2. DIVIDEND :

In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 2009- 2010.

3. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit from the public with in the Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

4. MANAGEMENT :

Mr. Avinash Sharma, Director of the Company, retire by rotation at the date of ensuing Annual General Meeting and being eligible offers himself for the re-appointment. A motion for the re-appointment of Mr. Avinash Sharma, as Director of the Company will be placed before the Members in the ensuing AGM.

At the Board meeting held on 27th July, 2010 yours Directors Appointed Mr. Bagachand Jain as an additional Director of the Company w.e.f 27th July, 2010.

Mr. Bagachand Jain holds office up to the date of forthcoming Annual General Meeting and the Company has received separate notices from the members informing his intention to propose the candidature of Mr.

Bagachand Jain as Director of the Company.

The tenure of Mr. Sanjay Sethi and Mr. Sudhir Sethi as the Chairman cum Managing Director and Whole time director of the Company expires at 11th December, 2010.A motion for their re-appointment as chairman cum Managing Director and Whole time director, respectively is also proposal to be placed before the members in the ensuring Annual General Meeting Annual General Meeting.

Brief particulars and expertise of These Directors and their other Directorship have been given in the annexure of Notice of the Annual General Meeting in accordance with the requirement of Listing Agreement with Stock Exchanges.

5. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Directors responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2010 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. That the Director have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis.

6. AUDITORS :

The Statutory Auditors of the Company, M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants, Indore (M.P.) retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Company has received a certificate from M/s. Subhash Chand Jain Anurag & Associates to the effect that their appointment, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

Yours Directors recommend their appointment as auditors of the Company in ensuing Annual General Meeting.

7. AUDITORS REPORT:

The Auditors Report on the accounts for this accounting period ended on 31st March 2010 is self-explanatory, therefore does not require any further explanation.

8. INSURANCE

The Companys plant, property, equipment, machinery and stocks are adequately insured against various mis-happenings.

9. PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 24,00,000.00 per annum or Rs. 2,00,000.00 per month or part thereof.

10. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The details of energy conservation, technology absorption etc., in Form A and B as required under section 217(1)(e) are annexed to and forming part of the report of the Board. There is no foreign exchange earning and outgo during the year.

11. CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report.

A certificate form the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

12. LISTING OF SECURITIES :

The Equity Shares of the Company are listed with the Stock Exchanges of Mumbai, and Madhya Pradesh. Delisting of the Companys securities from the Ahemdabad Stock Exchanges is under Processing

13. INTERNAL CONTROL SYSTEM :

The company has reasonable internal control system comprising authority levels and powers, supervision, checks and balances, policies, procedures and internal audit. The system is reviewed and updated on an on going basis. The Company is continuously upgrading its internal control systems by measures such as strengthening of Information Technology infrastructure and use of external management assuring services. However there is inherent limitation, including the cost of control that should be recognized in weighing the assurances providing by any systems of internal control

14. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors appreciated the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. Your Directors are also grateful and pleased to place on record their appreciation and acknowledgement with gratitude the support and Company-operation extended by clients, customers, vendors, bankers, investors, media and both the State and central Government and their agencies and look forward their continued support.

By order of the Board

For Beryl Drugs Limited

Place :Indore SD/-

Dated : 18th August, 2010 ( SANJAY SETHI )

MANAGING DIRECTOR