Directors Report of Boston Bio Systems Ltd.

Mar 31, 2024

The Directors of the company have great pleasure in presenting the Annual Report together with the Audited
Accounts of the Company for the financial year 2023-24.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2023-24 and 2022-2023 is given below:

Particulars	For Financial Year Ended
	March 31, 2024	March 31, 2023
Income	-	-
Expenditure	14.07	0.22
Profit after Depreciation but before Tax	(14.07)	(0.22)
Less: Current Tax	-	-
Less: Deferred Tax	-	-
Profit / (Loss) After Tax	(14.07)	(0.22)

DIVIDEND

During the year under review, to plough back the profits in the business activity, no dividend is recommended
this year.

RESERVE AND SURPLUS

During the period under review, no amount was transferred to General Reserve of the Company.

CHANGE IN THE SHARE CAPITAL

During the Financial Year under review, there is no change in the Share Capital of the Company.

CHANGE IN THE NATURE OF BUSINESS

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

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

There have been no material changes and commitments which can affect the financial position of the Company
occurred between the end of the financial year of the Company and date of this report.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS
SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31^st March, 2024, provision of section 129 of the Companies Act,
2013 is not applicable.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies
Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was
outstanding as on the date of Balance Sheet

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 31^st
March, 2024:

DIN No./ PAN	Name of the Director/KMP	Designation	Date of Appointment	Date of Resignation
08975756	Mr. Pratik Satish Patil	Managing Director	29/01/2024	NA
07531342	Mr. Aashish Shrirang Dharmadhikari	Non-Executive & Independent Director	29/01/2024	NA
10469283	Ms. Swati Suresh Dhadve	Non-Executive & Independent Director	29/01/2024	NA
03343352	Mr. Ghanshyam Dhananjay Gavali	Non-Executive & Independent Director	12/02/2024	NA
09748130	Ms. Sadhana Satish Patil	Executive Director	12/02/2024	NA
AQLPD8862G	Ms. Manpreet Doad Powani	CFO	18/12/2023	NA
AUIPB1844P	Ms. Priyanka Lohiya	Company Secretary	18/12/2023	27/06/2024
08468324	Mr. Ayush ]ain	Director	30/05/2019	29/01/2024
08209102	Ms. Seema Baghel	Director	28/09/2018	29/01/2024
06493647	Mr. Kushal Rathore	Managing Director	28-12-2023	12/02/2024

During the year under review following changes took place in the Board of Directors and Key Managerial
Persons:

1. Mr. Ayush Jain has resigned on 29.01.2024 from the post of Directorship.

2. Ms. Seema Bhagel has resigned on 29.01.2024 from the post of Directorship.

3. Mr. Kushal rathore has resigned on 12.02.2024 from the post of Managing Director.

4. Ms. Priyanka Lohiya appointed as a Company secretary w.e.f 18.12.2023.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm
that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2024 the applicable
Indian Accounting Standards have been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the Directors made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2024 and of the profit of the Company for that period.

iii) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a ''going concern'' basis.

v) The Internal financial controls have been laid by the Directors to be followed by the Company and such
financial controls are adequate and were operating effectively.

vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such
systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) [and (t)] of sub-regulation
(2) of regulation 46 and Paragraph C, D and E of Schedule V are not applicable on the companies whose paid-
up share capital and net worth is less than Rupees Ten Crore and Rupees Twenty-Five Crore respectively.

Since the paid-up share capital and net worth of the Company is less than the aforesaid threshold limit, the
Company is not required to comply with the above mentioned Corporate Governance provisions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2023-24 as required under Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report
as Annexure - I.

DETAILS OF THE BOARD MEETINGS HELD DURING THE YEAR 1ST APRIL, 2023 TO 31ST
MARCH, 2024.

The Board of Directors duly met 10 times during the year i.e.

S.No.	Date of Meetings
1	30-05-2023
2	14-08-2023
3	25-09-2023
4	10-11-2023
5	14-11-2023
6	18-12-2023
7	28-12-2023
8	14-01-2024
9	29-01-2024
10	12-02-2024

SEPARATE MEETING OF INDEPENDENT DIRETORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on 29^th
January, 2024 at the registered office of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT.

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances
of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors confirming that
they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with
Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are
not disqualified from continuing their appointment as Independent Director.

During the year under review the non- executive directors of the company had no Pecuniary relationship or
transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses
incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent
Directors. The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria
of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank
maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent
Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150
of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended
thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test
conducted by the IICA.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY
PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Company’s Policy on Director’s appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3)
of the Companies Act, 2013 can be accessed on the Company’s website at www.sharpcommercial.in.

The Objective of the Policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working
of the Company and its goals.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014, the Company has formulated a ‘Whistle Blower Policy’ for the Directors
and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or
violation of the Company’s Code of Conduct and provides safeguard against victimization of director or
employees or any other person who avail the mechanism and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases.

During the year under review, no complaints have been received by the Company from any whistle blower.
HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

AUDITOR AND AUDITOR’S REPORT
Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at Annual
General Meeting (AGM) of the Company appointed as M/s Nahar v & Co., Chartered Accountant as Statutory
Auditors of the Company for a period of five consecutive years, to hold office till the conclusion of the Annual
General Meeting (‘AGM’) held in the year 2029.

Secretarial Auditors

M/s Prachi Bansal & Associates, Practicing Company Secretaries was appointed as Secretarial Auditor of the
Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules framed
thereunder for the financial year 2023-2024.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith
as Annexure-II. Secretarial Audit Report does contain qualification, reservation or adverse remark as mentioned
in Secretarial Audit Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE
SECRETARIAL AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial
Auditors in their report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the contract or arrangement entered into by the Company, if any, with
its related parties were in ordinary course of business and on arm’s length.

Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report.
Details of transactions with related parties have been provided in the notes to the Financial Statements of the
Company.

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

The Company does not have any manufacturing activity. Thus, the provisions related to conservation of energy
and technology absorption are not applicable on the Company. However, the Company makes all efforts towards
conservation of energy, protection of environment and ensuring safety.

Further, details of foreign exchange earnings and outgo, details as mentioned below:

Year	Foreign Outgo	Foreign Exchange Earning
2023-24	NIL	NIL

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk
Management Policy duly approved by the Board of Directors. The Risk Management process is designed to
safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate,
evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks
are integrated with management process such that they receive the necessary consideration during the decision
making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this
Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate
Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more;
or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present
financial position of the Company does not meet the threshold limit to undertake CSR initiatives or to formulate
CSR Policy during the Financial Year ended March 31, 2024.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of
Directors evaluated the performance of the Board, having regard to various criteria such as Board composition,
Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the
performance of the Board as a whole based on various criteria. The Board and the Independent Directors were
of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders
Relationship Committee, and the Risk Management Committee was evaluated by the Board having regard to
various criteria such as committee composition, committee processes, committee dynamics etc. The Board was
of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of
each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various
parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors
and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors;
and assessed the quality, quantity and timeliness of flow of information between the Company’s Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and
the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad
parameters:

> Relevant expertise;

> Attendance of Directors in various meetings of the Board and its Committees;

> Effective participation in decision making process;

> Objectivity and independence;

> Level of awareness and understanding of the Company’s business;

> Professional conduct of the directors in various meetings of the Board and its committees;

> Compliance with the Code of Conduct of the Company;

> Ability to act in the best interest of the Company

INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of
its business and nature of its operations with regard to the following:

i. Systems have been laid to ensure that all transactions are executed in accordance with management''s
general and specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles or any
other criteria applicable to such statements, and to maintain accountability for aspects and the timely
preparation of reliable financial information.

iii. Access to assets is permitted only in accordance with management''s general and specific authorization.
No assets of the Company are allowed to be used for personal purposes, except in accordance with
terms of employment or except as specifically permitted.

iv. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action
is taken with respect to any differences, if any.

v. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence
to the Company’s policies.

The Company has in place adequate internal financial controls with reference to financial statements. During
the year, such controls were tested and no reportable material weaknesses in the design or operation were
observed.

COMMITTEES OF BOARD
A) AUDIT COMMITTEE

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013
and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of:

• Mr. Aashish Shrirang Dharmadhikari (Chairman & Independent Director),

• Ms. Swati Suresh Dhadve (Member, Independent Director) and

• Mr. Pratik Satish Patil (Member, Managing Director)

• Mr. Ayush Jain (Non- Executive Directors & Member) Resigned on 29.01.2024.

• Ms. Seema Baghel (Independent Directors & Member) Resigned on 29.01.2024.

• Mr. Kushal Rathore (Chairman & Managing Director) Resigned on 12.02.2024.

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process,
reviewing the financial statements and recommending the appointment of Auditors. All the recommendations
made by Audit Committee were accepted.

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditor’s independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors’ report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the

observations of the auditors and review of financial statement before their submission to the Board and to
discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for
this purpose shall have power to obtain professional advice from external sources and have full access to
information contained in the records of the company.

The Audit Committee met four times during the financial year 2023-24:

• 30.05.2023

• 14.08.2023

• 14.11.2023

• 14.01.2024

B. NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Committee’s scope of work includes nominate the directors as per their qualifications, experience and
positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying
guidelines for remuneration package or compensation etc.

The Committee comprises of:

• Ms. Swati Suresh Dhadve (Independent Director & Chairperson)

• Mr. Aashish Shrirang Dharmadhikari (Member, Independent Director)

• Mr. Ghanshyam Dhananjay Gavali (Member, Independent Director)

• Mr. Ayush Jain (Non- Executive Directors & Member) Resigned on 29.01.2024.

• Ms. Seema Baghel (Independent Directors & Member) Resigned on 29.01.2024.

• Mr. Kushal Rathore (Chairman & Managing Director) Resigned on 12.02.2024.

The Nomination & Remuneration Committee met six times during the financial year 2023-24:

• 25.09.2023

• 10.11.2023

• 18.12.2023

• 28.12.2023

• 29.01.2024

• 12.02.2024

C. STAKEHOLDERS & RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to look into the redressed of complaints of investors such as transfer or credit of shares, non¬
receipt of dividend/notices /annual reports, etc.

The Committee comprises of:

• Mr. Aashish Shrirang Dharmadhikari (Chairman & Independent Director),

• Ms. Swati Suresh Dhadve (Member & Independent Director)

• Mr. Pratik Satish Patil (Member & Managing Director)

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints
of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

The Stakeholder Relationship committee met one time during the financial year 2023-24.

• 14.08.2023

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES

During the year under review, the company had less than ten employees. Hence the company is not required to
constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibitions and Redressal) Act, 2013. Further no complaint has been received by the company during the year
under the said Act.

CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forward looking remarks within the
meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances
or achievements of the Company to be materially different from any future results, performances or
achievements that may be expressed or implied by such forward looking statements.

DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION
148(1) OF THE COMPANIES ACT, 2013

The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read
with the applicable rules thereon for the Financial Year 2023-24. Hence the clause is not applicable to the
Company.

RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk
Management Policy duly approved by the Board of Directors. The Risk Management process is designed to
safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate,
evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks
are integrated with management process such that they receive the necessary consideration during the decision
making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this
Report.

COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied
with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings)
respectively, during the year under review.

ACKNOWLEDGEMENT

The directors of the company wish to express their grateful appreciation for the valuable support and co¬
operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors,
stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company’s valued clients for the support and
confidence reposed by them in the organization and the stakeholders for their continued co-operation and support
to the company and looks forward to the continuance of this supportive relationship in future.

Your directors also place on record their deep sense of appreciation for the devoted services of the employees
during the year under review.

For and Behalf of Board
Boston Bio Systems Limited

Sd/ Sd/

Pratik Satish Patil Sadhana Satish Patil

(Managing Director) (Director)

DIN: 08975756 DIN: 09748130

Dated: 09.09.2024
Place: Ahmedabad

---

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

Your Company financial performance during the year 2014-15 is summarized below:

(Rs. In AMT.)

Particulars Year Year 2014-2015 2013-2014

TOTAL REVENUE 573381 510000

TOTAL EXPENDITURE 572209 505970

Profit Before Tax 1172 4030

Less: Taxation - 1245

Profit After Tax 1172 2785

OPERATIONS

The Company performed satisfactorily as compared to last year.

SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity.

REVISION IN FIN. STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE CO. 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.

DIVIDEND

Your Directors do not recommend any dividend on equity shares for the year ended March 31, 2015.

PUBLIC DEPOSITS

The Company has not invited any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of Deposits) Rules, 2014.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:

As per Sections 2(87) and 2(6) of the Companies Act, 2013 and as on date, the Company neither has any Subsidiary Company nor any Associate Company and hence, do not call for any disclosure under this head.

AUDITORS

M/s. NAHAR V & CO., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Company has received the Certificate under Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014 from the Auditor.

Your Directors recommend re-appointment M/s. NAHAR V & CO., Chartered Accountants, (FRN 133653W) as the Statutory Auditors of the Company for the current financial year and fixation of his remuneration.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Ramesh Chandra Bagdi & Associates,Indore, Company Secretaries in Whole-time practice was appointed to conduct Secretarial Audit for the year ended 31st March, 2015.

M/s Ramesh Chandra Bagdi, Practising Company Secretaries has submitted Report on the Secretarial Audit forms a part of this report as ANNEXURE-A.

AUDITORS' REPORT –STATUTORY AND SECRETARIAL

The Auditors' Report on the financial statement and Secretarial Audit Report for the current year is self- explanatory, therefore does not require any further explanation.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors of the Company is under process to appoint internal auditors. However, in the opinion of the Board and size of the company, it is not necessary to appoint internal auditor.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT – 9, as provided under Section 92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed hereto as ANNEXURE-B with this report and shall form part of the Board's Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year under review various meetings of the Board of Directors and Committees was held for various purposes which were in compliance with the provisions of the Companies Act, 2013, rules made there under and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange. Further the details of such meetings of the Board and Committees thereof are mentioned in the Report on Corporate Governance which is annexed as ANNEXURE-C with this Report and shall form part of the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board comprises of efficient and able directors who have vast experience in this line of business..

The brief details of all members of Board are annexed to this report as ANNEXURE-C.

The following persons are Key Managerial Personnel of the Company

At the time of appointment, all the disclosures and declarations pursuant to Section 164(2) of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, none of the Directors of the Company is disqualified from being appointed as Director. Further, all intimations pertaining to such appointments made during the year has been given to Stock Exchange where the shares of the Company are listed and also the relevant records are duly updated with the Registrar of Companies, Gwalior M. P., wherever required.

RE-APPOINTMNET OF DIRECTORS BY ROTATION

During the year Ankit S Disoja, director of the company retires by rotation and being eligible offers himself for re- appointment. (The details regarding his re-appointment as per Listing Agreement is given in the Notice.

APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT OF DECLARATIONS BY INDEPENDENT DIRECTOR

The Company, as on 31st March, 2015, has following Independent Directors;

a) RAMESH G DAVE , DIN – 06383432

b) AMIT A PANDYA, DIN – 06383428

c) SAVITA DISOJA, DIN - 06532254

All the Independent Directors are well appointed on the Board of Company in compliance with the Companies Act, 2013 and the Listing Agreement entered into by the Company with Stock Exchange. Further, all Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years after passing a special resolution by the Company and disclosure of such appointment in the Board's Report. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act and Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for Independent Directors with aforesaid officials to better understand the business and operation of the Company. As part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where officials of various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange, a separate meeting of Independent Directors was held on 22/01/2015

PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS

The Independent Directors in their meeting have reviewed the performance of Non- Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of Executive Directors and Non- Executive Directors. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down under Nomination, Remuneration and Evaluation Policy given in the Report on Corporate Governance which is annexed as ANNEXURE-C with this report and shall form part of the Board's report.

FORMAL ANNUAL EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014 and Clause 49 IV (b) of Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down in the Corporate Governance Report, which form part of this report.

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

During the year under review, it was found, there were no orders passed regarding the going concern status of the Company. The Company is operating in an efficient manner. In future there will not be any issues relating to the going concern status of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an internal audit system from an outside agency, which ensures that the Company's control mechanism is properly followed and all statutory requirements are duly complied with. Moreover, the audit committee of the Company comprising of independent directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the M.D. has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company, has neither given any Loans nor provided any Guarantees nor made any Investments under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT, 2013

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long- term strategy for sectoral investments, optimization of market share, profitability, liquidity and capital resources of its group companies. All related party transactions that were entered introducing the financial year were at Arm's Length basis and were in the ordinary course of business, the same were placed before the Audit Committee for the review and noting, in their respective meetings. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, as there are no such transactions inconsistent with sub-section (1) of section 188 of the Companies Act, 2013, so no AOC-2 is required to be given in this report.

VIGIL MECHANISM

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of Company's Code of Conduct.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

MANAGERIAL REMUNERATION

During the year under review, none of the Directors of your Company were paid any remuneration; therefore, disclosure under Sections 196 and 197 of the Companies Act, 2013 and rules made there under is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

PARTICULARS OF EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked together.

During the year under review, none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence, do not call for any further details referred to in Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and the loss for the year ended on that date;

- The directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

- The directors have prepared the annual accounts on a going concern basis:

- The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute a Corporate Social Responsibility Committee due to non fulfillment of any of the conditions pursuant to section 135 of the Companies Act, 2013.

INVESTOR SERVICES

The company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company's shares on either of the Depositories as aforesaid.

HUMAN RESOURCES

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company's HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

- Oversight of risk management performed by the executive management;

- Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEBI guidelines

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycles.

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risk.

Within its overall scope as aforesaid, the Committee shall review risk trends, exposure, potential impact analysis and mitigation plan.

The Risk management committee was constituted as on 12.02.2015

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed as ANNEXURE-C respectively with this report and shall form part of the Board's report.

A certificate from Statutory Auditors confirming compliance with the conditions of Corporate Governance is also annexed to the Corporate Governance Report.

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

The Board of Directors of the Company has approved and adopted the "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount in the Investor's Education and Protection Fund.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange; the Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

During the year under review, none of the Directors of the company receive any remuneration. The composition of Nomination and Remuneration Committee has been disclosed in the Report on Corporate Governance.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company neither had any Subsidiaries nor Joint Ventures nor Associate Companies.

CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENT DIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Company's website. Board Members and Senior Management Personnel have affirmed the compliance with the Code for Financial Year 2014-2015. A separate declaration to this effect has been made out in the Corporate Governance Report. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2014-2015.

ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Banks and other Agencies and Shareholders resulting in good performance during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and others of the Company.

For and on Behalf of the Board of Directors of

BOSTON BIO SYSTEMS LTD.

Chairman

Place: AHMEDABAD

Date : 01/09/2015

---

Mar 31, 2014

To,

The Members of the Company,

The Directors have pleasure in presenting before you the 19TH Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Amt . Rs. In Lakhs)

2013-2014 2012-2013

Total Income 5.10 14.66

Total Expenditure 5.06 15.51

Profit before Tax 0.04 -0.85

Profit after Tax 0.03 -0.85

FINANCIAL & OPERATIONAL HIGHLIGHTS

Because of persistent recession prevailing in the Economy in general , your company could not made any turn around and therefore witnessed the depressive operations during the year under review.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2013-2014.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

SSI DUES

The Company has no dues outstanding for more than 30 days to any small scale undertaking.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, SAVITA DISOJA AND ANKIT DISOJA will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment..

AUDITORS

M/s RAO & ASSOCIATES, Chartered Accountants, Mumbai had shown their unwillingness to continue to be the auditors of the company hence M/s Nahar V & Co., Charatered Accountants, Jaora(MP) had been approached by the company and after receipt of their written consent, the company appointed the said auditors as statutory auditors of the company for the Audit of F.Y. 2013-14 in EGM held on 31/10/2013.

Now the members of the company are requested to consent on the reappointment of the said auditors for the audit of F.Y. 2014-15.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year.

By order of the Board

For BOSTON BIO SYSTEMS LTD.

Sd/-

Place : AHMEDABAD KUSHAL RATHORE

Date : 01/09/2014 CHAIRMAN

---

Mar 31, 2013

To, The Members of the Company,

The Directors have pleasure in presenting before you the 18TH Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Amt . Rs. In Lakhs )

2012-2013 2011-2012

Total Income 14.66 12.00

Total Expenditure 15.51 27.36

Profit before Tax -0.85 -15.36

Profit after Tax -0.85 -15.36

FINANCIAL & OPERATIONAL HIGHLIGHTS

Because of persistent recession prevailing in the Economy in general , your company could not made any turn around and therefore witnessed the depressive operations during the year under review.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2012-2013.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under. SSI DUES

The Company has no dues outstanding for more than 30 days to any small scale undertaking.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, AMIT PANDYA AND R.G.DAVE will retire by rotation at the ensuing

Annual General Meeting of the Company and being eligible, offer themselves for re-appointment..

AUDITORS

M/s RAO & ASSOCIATES, Chartered Accountants, Mumbai have given their consent for re-appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING/OUTGO.

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy,

Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

By order of the Board

For BOSTON BIO SYSTEMS LTD.

Sd/-

Place :AHMEDABAD KUSHAL RATHORE

Date : 03/09/2013 CHAIRMAN

---

Mar 31, 2012

To, The Members of the Company,

The Directors have pleasure in presenting before you the 18TH Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Amt. Rs. In Lakhs)

2011-2012 2010-2011

Total Income 12.00 0.00

Total Expenditure 27.36 1.93

Profit before Tax -15.36 -1.93

Profit after Tax -15.36 -1.93



FINANCIAL & OPERATIONAL HIGHLIGHTS

Because of persistent recession prevailing in the Economy in general, your company could not made any turn around and therefore witnessed the depressive operations during the year under review.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2011-2012.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

SSI DUES

The Company has no dues outstanding for more than 30 days to any small scale undertaking.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, RAJESH SUTARIA will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment..

AUDITORS

M/s RAO & ASSOCIATES, Chartered Accountants, Mumbai have given their consent for re-appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year.



By order of the Board

For BOSTON BIO SYSTEMS LTD.

Sd/-

Place : AHMEDABAD DR.BAKUL J. VAISHNAV

Date : 03/09/2012 CHAIRMAN