Directors Report of Colinz Laboratories Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 38^th
Annual Report together with the Audited Accounts of
the Company for the Year ended March 31, 2024.

1) FINANCIAL RESULT (Rs. In Lacs)

Particulars	Year Ended 31.03.24 Rs.	Year Ended 31.03.23 Rs.
Total Revenue	730.46	732.70
Total Expense	665.43	672.72
Profit before tax	65.03	59.98
Tax expense	(16.36)	(14.24)
Profit for the year	48.67	45.74
Add: Other Comprehensive income	32.30	(0.57)
Total Profit/(Loss) After tax & OCI	80.97	45.17
Balance brought forward of the previous year	272.11	226.94
Balance carried to balance sheet	353.08	272.11

2) OPERATIONAL REVIEW:

During FY 2023-2024 consumer demand for MSME
particularly, remained muted in general for all items.
which included the medicines also. Surprisingly on the
top of it, the pressure of cost/inflation, in all inputs went
up substantially.

Central bank of various Companies including that of
India continued to hold on to the tight monetary
policies.

In spite of all these, the total revenue of your Company
during FY 2023-24 stood at Rs. 730.46 Lacs compared
to Rs. 732.70 Lacs during FY 2022-23. The Revenue
from operations stood at Rs. 702.96 Lacs (Net of GST)
and the Income by way of Interest received and dividend
received was Rs. 27.50 Lacs.

During the year under review;

1) Profit before tax stood at Rs. 65.03 Lacs compared to
59.98 Lacs in the corresponding previous year.

2) Net profit after providing for taxes and adjustment of
differed tax credit stood at 48.67 Lacs. (Previous year
Rs. 45.74 Lacs)

3) Other Comprehensive Income stood at Rs.32.30 Lacs.

4) Carried to Balance Sheet: Rs. 80.97 Lacs.

3) DIVIDEND:

The Board regrets its inability to recommend any
dividend to plough back the surplus available and to
strengthen the financial resources of the Company.

4) SHARE CAPITAL:

The paid up equity capital as on March 31, 2024, was
Rs 251.91 Lacs. During the year under review your
Company has not issued any shares to public, rights,
preferential including Sweat equity, ESOP and/or
convertible debentures.

5) CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the
nature of business pursuant to section 134 of the
Companies Act,2013.

6) FINANCE & MATERIAL CHANGES AFFECTING
FINANCIAL POSITION OF THE COMPANY:

The Company continues to focus on judicious
management of its working capital, receivables,
inventories and other working capital parameters.
They are kept under strict check through continuous
monitoring. No material changes have occurred and
commitments made, affecting the financial position of
the Company.

7) PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.

8) PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company has not made any investments, given any
loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.

9) INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal
Audit function is defined. To maintain its objectivity
and independence, the Internal Audit function reports
to the Chairman of the Audit Committee of the Board.

The Board has adopted the 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
record and the timely preparation of reliable financial
disclosures.

The Internal Audit Department monitors and evaluates
the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the
Company. The Audit Committee reviews the adequacy
and effectiveness of the internal control system and
suggests improvement to strengthen the system. It also
reviews the quarterly internal Audit Reports submitted
by the Internal Auditors.

10) CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

Not applicable to the Company, since the Company is
outside the threshold limit under the Companies Act,
2013 as amended from time to time.

11) DIRECTORS:

Retirement by rotation and subsequent reappointment.
Mr. N K Menon (DIN -01111297), Director of the
Company is liable to retire by rotation at the ensuing
Annual General Meeting (“AGM”) pursuant to the
provisions of Section 152 of the Companies Act, 2013
read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and being eligible
offers himself for re-appointment. Appropriate
resolution for his reappointment is being placed for the
approval by the Members of the Company at the ensuing
AGM.

A brief profile of Mr. N K Menon and other related
information is detailed in the Notice convening the 38th
AGM of your Company.

The Board considered the said re-appointment is in the
interest of the Company and hence recommend the
same to the Members for approval. Appointment/ Re¬
appointment of Non-Executive Independent Directors.

Mr. Vasant K Bhat (DIN - 00916469) and Mr. A. Krishna
Kumar (DIN - 02493399) would cease to be
Independent Directors of the Company w.e.f. 30th
September, 2024 owing to completion of their second
term as Independent Directors which was approved by
the members in the 33rd Annual General Meeting held
on 24^th September, 2019.

We would like to take this opportunity to express our
sincerest thanks to CA Mr. Vasant Bhat and Mr. A
Krishna Kumar our Independent Directors who served
the Board diligently for a period of 10 years. We once
again appreciate their valuable contribution to the
Company and their commitment in guiding the
Company.

Pursuant to Section 149, 150, 152, 161 of the Act, the
Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 16(1)(b), 17 & 25
of the SEBI Listing Regulations, 2015, the Board of
Directors at their Meeting held on 8th August, 2024,
based on the recommendation of the Nomination and
Remuneration Committee (''NRC''), appointed CA Mr.
Bhavik Ashokkumar Shah (DIN - 09605363) and Mr.
Baptist Bernard Dias (DIN - 00854083) as Additional
Non-Executive Independent Directors of the Company
for a term of 5 (five) consecutive years w.e.f. 8th August,
2024 up to 7th August, 2029 (both days inclusive),
subject to the approval of the Members of the Company.

The Board of Directors recommended the aforesaid
appointment for approval of Members by way of Special
Resolution. In the opinion of the NRC and the Board, CA
Mr. Bhavik Ashokkumar Shah (DIN - 09605363) and Mr.
Baptist Bernard Dias (DIN - 00854083) possesses
requisite experience, expertise, and holds high
standards of integrity and have also given declarations
that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013.

12) EVALUATION OF BOARDS PERFORMANCE:

During the year, the Board has adopted a formal
mechanism for evaluating the performance and as well
as that of its Committees and Individual Directors
including the Managing Director if any and the Whole
Time Director of the Board. The exercise was carried out
by the Independent Directors of the Company through a

Structured evaluation process covering several aspects
of functioning of the Board i.e. attendance, contribution
at the meeting and otherwise, independent judgment,
safeguarding interest of the minority stakeholders,
composition of Board/Committees, performance of
specific duties and obligations by members of the Board,
etc.

13) NOMINATION & REMUNERATION POLICY:

Pursuant to section 178 of the Companies Act 2013, and
the rules made thereunder, from time to time and
Regulation 19 of the SEBI Regulations 2015, the Board
has constituted the Nomination & Remuneration
Committee. The Nomination & Remuneration
Committee framed a policy for selection and
appointment, reappointment, removal, appraisal of
Directors and Senior Management Personnel and their
remuneration.

14) MEETINGS OF BOARD OF DIRECTORS AND
AUDIT COMMITTEE:

During the year 4 Board Meetings and 4 Audit
Committee Meetings and 2 independent Directors
meeting were convened and held, the details of which
are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
Complete details are given in Corporate Governance
Report.

15) RELATED PARTY TRANSACTIONS:

All related party transactions, including
agreements/contracts, that were entered into during
the financial year were on arm''s length basis and were
in the ordinary course of the business. 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.
Prior omnibus approval of the Audit Committee has
been obtained on an annual basis for transactions with
related parties which are of a foreseeable and repetitive
nature. The transactions entered into pursuant to the
omnibus approval so granted and a statement giving
details of all transactions with related parties are placed
before the Audit Committee for their review on a
periodic basis.

The policy on Related Party Transactions, as approved
by the Board of Directors, has been uploaded on the
website of the Company at : www.findoc-cll.in.

16) SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

17) RISK MANAGEMENT

The Company in accordance with the provisions of the
Act has adopted a Risk Management Policy. The
Company has identified the risks impacting the business
and formulated policies for mitigation of risks.

The Company has constituted a business risk
management committee under the Companies Act, 2013
and Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

For the key business risks identified by the Company,
please refer to the Management Discussion and Analysis
annexed to this Report.

18) CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and all
employees in the course of day to day business
operations of the Company. The Company believes in
“Zero Tolerance” against bribery, corruption and
unethical dealing/behaviors of any form and the Board
has laid down the directives to counter such acts. The
code laid down by the Board is known as “Code of
business conduct”.

The Code lays down the standard procedure of business
conduct which is expected to be followed by the
Directors and the designated employees in their
business dealings and in particular on matters relating
to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance
through examples on the expected behavior from an
employee in a given situation and the reporting
structure.

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code.
All Management Staff were given appropriate training in
this regard. The Code of Conduct in detail is given in our
Website at : www.findoc-cll.in.

19) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Fraud Risk and Management Policy
to deal with instances of fraud and mismanagement, if
any. The FRM Policy ensures that strict confidentiality
is maintained whilst dealing with concerns and also that
no discrimination will be meted out to any person for a
genuinely raised concern.

The Board of Directors has adopted Whistle Blower
Policy. The Whistle Blower Policy aims for conducting
the affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity
and ethical behavior. All permanent employees of the
Company are covered under the Whistle Blower Policy.

20) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in
possession of unpublished price sensitive information
in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible
for implementation of the Code. All Board of Directors
and the designated employees have confirmed
compliance with the Code. Company has installed
Structural Digital Database software as required by SEBI
Regulation for (Prohibition of Insider Trading)
Regulations, 2015.

21) DISCLOSURE UNDER THE SEXUAL HARASSMENT
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 & Redressal) Act, 2013. The detailed report
is given in the Reports on Corporate Governance.

22) STATUTORY AUDITORS:

M/s. Vora & Associates, Chartered Accountants, FRN.
111612W, the auditors of the Company, have been
appointed for a period of 5 years in the 36^th AGM to hold
office until the conclusion of 41^st AGM.

23) STATUTORY AUDITORS'' QUALIFICATIONS/
RESERVATIONS/ADVERSE REMARKS/ FRAUDS
REPORTED:

There are no Auditors'' Qualifications or reservations or
adverse remarks on the financial statements of the
Company. The Auditors have not reported any frauds to
the Audit Committee as prescribed under Section
143(12) of the Companies Act, 2013.

24) SECRETARIAL STANDARDS:

The Company has complied with the provisions
of secretarial standards of:

SS-1(Minutes of Board of Directors) and
SS-2(Annual General Meeting).

25) SECRETARIAL AUDIT AND AUDIT REPORT:

Pursuant to 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 Sanjay Dholakia &
Associates, (CP No. 1798) a firm of Company
Secretaries in practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit report for
FY 2023-24 is annexed herewith as “Annexure A”.

26) INTERNAL AUDIT:

Internal Audit is conducted by Mr. Ramachandra P. Iyer.
For FY-2023-24.

27) COST AUDIT:

The provision of Cost Audit Report is not applicable to
the Company.

28) ANNUAL RETURN:

The Annual Return of the Company has been placed on
the website of the company and can accessed at the
Company''s website at www.findoc-cll.in.

29) PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration
exceeding the limit as prescribed under the provisions
of Section 197 of the Companies Act, 2013.

30) EMPLOYEE RELATION AND HUMAN RESOURCES:

Industrial/Employee relation during the period under
review remained cordial at all levels. The Company has
a structured appraisal system based on key result areas.
The HR is effectively involved in nurturing, enhancing
and retaining talent through job satisfaction,
development and training programs etc.

31) CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion
& Analysis Report, which form an integral part of this
Report, are set out as separate Annexure.

32) MANAGEMENT DISCUSSION & ANALYSIS:

Various business aspects including market conditions,
business opportunities, challenges etc. have been
discussed at length in the Management Discussion and
Analysis (MD & A), which forms part of this Annual
Report, as required under SEBI(LODR).

33) DEMATERIALISATION OF SHARES:

The Company has entered into agreements with both
National Securities Depository Limited (NSDL) and
Central Depository Services Limited (CDSL) whereby
the shareholders have an option to dematerialize their
shares with either of the Depository. As on 31st March
2024 total 73.10 % of the equity share of the company
has been dematerialized.

34) DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act,

2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the
applicable accounting standards have been
followed;

ii) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year 31-03-2024 and of the profit or
loss of the Company for the year under review;

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

iv) The Directors have prepared the annual
accounts, on a going concern basis;

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

vi) The Directors had devised proper system to
ensure compliance with the provisions of all
applicable laws and that such system was
adequate and operating effectively.

35) SIGNIFICANT ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL:

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

36) KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following were
the KMPs of the Company as on 31^st March, 2024.

1. Mr. N. K. Menon, Whole-Time Director & CEO

2. CA Mr. Vasant K. Bhat, Independent Director

3. Mr. A. Krishna Kumar, Independent Director

4. Dr. Mani L. S., Director & Company Secretary

5. Mr. Ganesh Chitte, CFO

37) LISTING FEES -BSE:

The equity shares of the Company are listed on BSE LTD.
The Company has paid Listing fees to BSE for the year
2024-25.

38) CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations

are conducted in the manner whereby optimum
utilization and maximum possible savings of energy
is achieved.

b) No specific investment has been made in reduction
in energy consumption during the year under
review. Pharmaceutical formulation industry does
not consume high power.

c) As the impact of measures taken for conservation and
optimum utilization of energy are not quantitative,
its impact on cost cannot be stated accurately.

39) TECHNOLOGY ABSORPTION:

Company''s products are manufactured by using in¬
house know how and no outside technology is being
used for manufacturing activities. Therefore, technology
absorption is a continuous process. The Company
constantly strives for maintenance and improvement in
quality of its products and entire development activities
are directed to achieve the aforesaid goal.

40) FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign
exchange earnings or out flow

41) COMPANY''S POLICY RELATING TO DIRECTORS''
APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz.
“Policy for Remuneration of the Directors, Key
Managerial Personnel and other Employees”
recommended by the Nomination and Remuneration
Committee relating to appointment of Directors/ Key
Managerial Personnel/ other employees, payment of
remuneration to directors/ Key Managerial Personnel/
other employees, Directors qualifications, positive
attributes, Independence of Directors and other related

matters as provided under the Companies Act, 2013. All
the remunerations to the directors/ Key Managerial
Personnel/ employees are as per the Companies Policy
viz. “Policy for Remuneration of the Directors, Key
Managerial Personnel and other Employees”

ACKNOWLEDGEMENT

Company and its Directors wish to extend their
sincerest thanks, to the Members of the Company,
Bankers, State Government, Local Bodies, Customers,
Suppliers, Executives, Staff and Work force at all levels
for their continuous cooperation and assistance.

On behalf of the Board of Directors

Mumbai, 8th August, 2024 COLINZ LABORATORIES LIMITED

(CIN: L24200MH1986PLC041128)

Registered Office:

A-101, Pratik Industrial Estate

Mulund-Goregaon Link Road, D_r. Mani L. S.

Bhandup(W), Mumbai - 400 078. DIN 00825886

Director

Mr. N K Menon
DIN 01111297
Whole Time Director & CEO

---

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their 28th Annual Report and audited Accounts of your Company, for the year ended 31st March, 2014.

FINANCIAL RESULTS :

2013-2014 2012-2013 (Rs. in Lacs) (Rs. in Lacs)

Earnings before Interest, Depreciation & Tax (EBITDA) 47.30 62.39

Less: Bank Charges and Interest 8.41 20.21

Depreciation 26.24 26.19

Profit before Taxation 12.65 15.99

Less/ (Add): Provision for Current Tax 2.29 2.97

Provision for Deferred Tax 3.71 5.04

Profit after Taxation 6.65 7.98

OPERATIONS :

1) During the year under review, the Government of India finally notified the Drugs Price Control Order 2013 in May-2013 regulating the Prices of 348 essential medicines covered under the National List of Essential Medicines. The order was made effective from 1st July 2013. like most of the Companies in Pharmaceutical Industry, your company was also affected by the DPCO 2013, since more than dozen of the companies products came under price control, with the reduction in prices ranging from 20% to 40%. Further the stockiest and retailers refused to lift the goods from all companies until

a) The new prices were announced

b) The Goods with new prices were supplied to them

Further stand taken by the stockiest of getting the old margins for newly covered price controlled items also affected the Sales during the year under review. Inspite of all these hurdles your Company maintained top line, though the bottom line was affected by the compressed margins.

The total revenues of the company stood at Rs.792 lacs compared to Rs.779 lacs of previous financial year, an increase of 2 %.

The earnings before Interest, Depreciation and tax, was also lower at Rs. 47.30 Lacs during the year under review compared to Rs. 62.39 Lacs in the previous year. The profit before tax was Rs. 12.65 Lacs , the net profit after providing for Income Tax and Deferred Tax Liability was Rs. 6.65 Lacs . Net profit would have been higher except for increase in the staff cost particularly incurred to retain the productive field staff and the increase in Material Cost.

DIVIDEND :

Your Directors are unable to recommend any dividend during the year under review, considering the small surplus available and with a view to conserve funds towards margin monies.

LISTING OF SHARES:

The shares of your Company are listed in Stock Exchange, Mumbai. Annual Listing Fees for the year 2013-14 has been paid on time.

PUBLIC DEPOSITS :

The Company has not invited / received any fixed deposits during the year.

DIRECTORS:

The Board consists of Executive and Non-Executive directors, including independent Directors, who have wide and varied experience in different disciplines of corporate functioning. In accordance with the provisions of Companies Act, 2013, as amended from time to time and Article of Association of the Company, Shri. A. Krishna Kumar who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

COST AUDITORS''

Pursuant to the order issued by Central Government Under Section 233B of the Companies Act 1956,

The Board of Directors of your Company have appointed MR. K. R. Vaidyanathan Cost Accountants for conducting the Audit of Cost Accounting records maintained by the Company for its formulations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217[2AA] of the Companies Act, 1956, your Directors confirm that:

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

II. 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 the end of the accounting year and of the profit of the company for that year;

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, as amended from time to time for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

PERSONNEL:

During the year under review, relations between the Employees and the Management remained cordial.

There are no employees falling within the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY:

Except for the consumption of Power (Electricity) the Company does not consume any other source of energy. Pharmaceutical company is not power intensive. Since it also involves multiple products, disclosure of consumption of power per unit of product is not meaningful.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

No imported technology is adapted by the Company. Continuous developmental efforts are made by our qualified and approved staff to formulate new products and innovation of existing products. Such efforts have benefited in improving the stability of our products and simplification of manufacturing procedures.

FOREIGN EXCHANGE:

During the year under review, Foreign exchange earned Rs.Nil,( Previous Year - Rs. NIL/-). Foreign exchange outgo was Rs. NIL, (Previous Year - NIL /-).

RESEARCH AND DEVELOPMENT:

Your Company has not incurred any expenditure on research and development other than the routine developmental work.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the following form part of this Annual Report:

i) Management Discussion and Analysis.

ii) Report on Corporate Governance.

iii) Auditor''s Certificate regarding compliance of conditions of Corporate Governance.

OTHER MATTERS:

Your Company is not a polluting industry and the requirements of Pollution Control Board, if any, are met with.

AUDITORS:

M/s. S. V. Bhat & Co., Chartered Accountants, retire as auditors of the Company at the conclusion of the 28th Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT:

Your Directors would like to acknowledge the co-operation they received during the year under review from Bankers, Distributors as well as from various Government Departments and also the investing public. We would also like to place on record our profound admiration and sincere appreciation of the hard work put in by the members of the staff and workmen. We are grateful to you, for the confidence and faith you have reposed in us.

For and on behalf of the Board

Dr. L. S. Mani Chairman & Managing Director Mumbai, 15th May, 2014

---

Mar 31, 2010

The Directors have the pleasure in presenting their 24th Annual Report and audited Accounts of your Company, for the year ended 31st March, 2010.

FINANCIAL RESULTS:

2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)

Earnings before Interest, Depreciation & Tax (EBITDA) 49.99 56.29

Less: Bank Charges and Interest 17.68 23.86

Depreciation 25.70 26.24

Profit before Taxation 6.61 6.19

Less/ (Add): Provision for Current Tax 0.96 0.59

Provision for Deferred Tax (2.81) 3.28

Fringe Benefit Tax - 1.32

Profit after Taxation 8.46 1.00



OPERATIONS:



During the year under review, the total revenues of the company stood at Rs.566.00 lacs compared to 549.00 lacs. The Profit before Tax was Rs. 6.61 lacs.The net Profit after providing for income tax and Deferred Tax was Rs.8.46 lacs. The earnings before Interest, Depreciation and tax was lower at 49.99 lacs during the year under review compared to Rs. 56.29 in the previous due to increase in the employee cost, particularly incurred to retain the productive field staff.

DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review, considering the small surplus available and with a view to conserve funds towards margin monies.

LISTING OF SHARES:

The shares of your Company are listed in Stock Exchange, Mumbai. Annual Listing Fees for the year 2010-11 has been paid on time.

PUBLIC DEPOSITS:

The Company has not invited / received any fixed deposits during the year.

DIRECTORS:

The Board consists of Executive and Non-Executive directors, including independent Directors, who have wide and varied experience in different disciplines of corporate functioning. In accordance with the provisions of Companies Act, 1956, and Article of Association of the Company, Shri Krishnakumar Attrassary retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217[2AA] of the Companies Act, 1956, your Directors confirm that:

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

II. 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 the end of the accounting year and of the profit of the company for that year;

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

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

PERSONNEL:

During the year under review, relations between the Employees and the Management remained cordial.

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to your Company as there were no employees whose remuneration is in excess of limits prescribed.

CONSERVATION OF ENERGY:

Except for the consumption of Power (Electricity) the Company does not consume any other source of energy. Pharmaceutical company is not power intensive. Since it also involves multiple products, disclosure of consumption of power per unit of product is not meaningful.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

No imported technology is adapted by the Company. Continuous developmental efforts are made by our qualified and approved staff to formulate new products and innovation of existing products. Such efforts have benefited in improving the stability of our products and simplification of manufacturing procedures.

FOREIGN EXCHANGE:

During the year under review, Foreign exchange earned Rs.Nil,( Previous Year - Rs. NIL/-). Foreign exchange outgo was Rs. NIL, (Previous Year - Rs. 1,17,024/-).

RESEARCH AND DEVELOPMENT:

Your Company has not incurred any expenditure on research and development other than the routine developmental work.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the following form part of this Annual

Report:

i) Management Discussion and Analysis.

ii) Report on Corporate Governance.

iii) Auditors Certificate regarding compliance of conditions of Corporate Governance.

OTHER MATTERS:

Your Company is not a polluting industry and the requirements of Pollution Control Board, if any, are met with.

AUDITORS:

M/s. S. V. Bhat & Co., Chartered Accountants, retire as auditors of the Company at the conclusion of the 24th Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT:

Your Directors would like to acknowledge the co-operation they received during the year under review from Bankers, Distributors as well as from various Government Departments and also the investing public. We would also like to place on record our profound admiration and sincere appreciation of the hard work put in by the members of the staff and workmen. We are grateful to you, for the confidence and faith you have reposed in us.

For and on behalf of the Board.

Dr. L. S. Mani

Chairman & Managing Director

Mumbai, 29th May, 2010

---

Mar 31, 2009

The Directors have the pleasure in presenting their 23rd Annual Report and audited Accounts of your Company, for the year ended 31st March, 2009

FINANCIAL RESULTS : 2008-2009 2007-2008 (Rs in Lacs) (Rs in Lacs)

Profit before Interest and Depreciation 56.29 54.70

Less: Bank Charges and Interest 23.86 28.53 Depreciation 26.24 23.95

Profit before Taxation 6.19 2.22

Less/(Add): Provision for Current Income Tax 0.59 0.23

Provision for Deferred Tax 3.28 (5.85)

Provision for Fringe Benefit Tax 1.32 1.25

Profit after Taxation 1.00 6.59



OPERATIONS:

During the year under review, the turnover of the company was Rs549 lacs compared to Rs 561 lacs in the previous year The Profit before Tax wasRs619 lacs and the net Profit after provision for income Tax, provision for FBT and provision for Deferred Tax was Rsl lac ,

The year 2008-09, saw the worst global financial and economic crisis almost after 60 years The crisis had a severe knock-on effect on developed as well as emerging economies This caused too much damage to Indian economy also, compared to the stellar economic performance of the immediate past years The degree of crisis was so severe that we saw some of the worlds largest financial institutions collapsed and the governments of some wealthiest nations in the world have resorted to extensive bail outs and rescue packages It brought about the beginning of a cyclical down turn in Indias economy and GDP growth, which was 9% during 2007-08, compared to a growth of mere 58% in the third quarter of 2008-09 Apart from the above, there was an impact of sharp increase in the raw material prices of all imported bulk drugs and intermediaries going into the manufacture of bulk drugs, due to the government imposed shut down of plants in China, due to Olympic games in the first half of the year under review This has affected the margins of your Company apart from the abrupt depreciation of Indian Rupee visavis other currencies, due to reversal of capital flow with investors across the world withdrawing their investment in India, to survive the severe crises in developed economies

Considering the credit crises, lower consumer spending, reduction in corporate revenues and profits, lay offs, job cuts across the sectors, across the globe including in India your Company was able to fair reasonably well during the year under review in spite of higher provision for depreciation and deferred tax

DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review, considering the small surplus available and with a view to conserve funds towards margin monies

LISTING OF SHARES:

The shares of your Company are listed in Bombay Stock Exchange, Mumbai Annual Listing Fees for the year 2009- 10 has been paid on time

PUBLIC DEPOSITS:

The Company has not invited / received any fixed deposits during the year

DIRECTORS:

At the forthcoming Annual General Meeting MrVasant KBhat retires by rotation and is eligible for reappointment Your Directors regret to inform the untimely demise of Mr Michael DSouza; Advocate, on 30112008 Your Directors express their gratitude to the invaluable service rendered by Late Mr Michael DSouza during his tenure as Director

Your Directors appointed Mr Krishnakumar Attrassary as Additional Director (Independent) under section 260 of the Companies Act, 1956 to fill the casual vacancy created on account of demise of Mr Michael DSouza, who will hold office till the conclusion of the 23rd Annual General Meeting

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 21712AA of the Companies Act, 1956, your Directors confirm that:

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

II 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 the end of the accounting year and of the profit of the company for that year;

III The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing- and detecting fraud and other irregularities;

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

PERSONNEL:

During the year under review, relations between the Employees and the Management remained cordial Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to your Company as there were no employees whose remuneration is in excess of limits prescribed

CONSERVATION OF ENERGY:

Except for the consumption of Power (Electricity) the Company does not consume any other source of energy Pharmaceutical company is not power intensive Since it also involves multiple products, disclosure of consumption of power per unit of product is not meaningful

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

No imported technology is adapted by the Company Continuous developmental efforts are made by our qualified and approved staff to formulate new products and innovation of existing products Such efforts have benefited in improving the stability of our products and simplification of manufacturing procedures

FOREIGN EXCHANGE:

During the year under review Foreign exchange earned RsNil,( Previous Year- Rs NIL/-) Foreign exchange outgo was Rs 1,17,024/-( Previous Year-Rs NIL/-)

RESEARCH AND DEVELOPMENT:

Your Company has not incurred any expenditure on research and development other than the routine developmental work

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the following form part of this Annual Report:

i) Management Discussion and Analysis

ii) Report on Corporate Governance

iii) Auditors Certificate regarding compliance of conditions of Corporate Governance

OTHER MATTERS:

Your Company is not a polluting industry and the requirements of Pollution Control Board, if any, are met with

AUDITORS:

M/s S V Bhat & Co, Chartered Accountants, retire as auditors of the Company at the conclusion of the 23rd , Annual General Meeting and are eligible for reappointment

ACKNOWLEDGEMENT:

Your Directors would like to acknowledge the co-operation they received during the year under review from Bankers, Distributors as well as from various Government Departments and also the investing public We would also like to place on record our profound admiration and sincere appreciation of the hard work put in by the members of the staff and workmen We are grateful to you, for the confidence and faith you have reposed in us:

For and on behalf of the Board Dr L S Mani Chairman & Managing Director Mumbai, 30th June, 2009