Directors Report of Concord Drugs Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the Directors’ Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	4,326.07	5131.43	4,492.45	5208.6
Other Income (Including Exceptional Items)	0.93	0.89	0.93	0.89
Total Expenses	4,271.16	5019.76	4,430.48	5084.05
Profit Before Tax	55.84	112.56	62.90	124.89
Less: Provision for Taxation	13.90	23.34	15.66	26.34
Profit After Tax	41.94	89.22	47.24	98.55
Other Comprehensive Income		-		-
Total Comprehensive Income	41.94	89.22	47.24	98.55
Earning per Equity Share-
Basic	0.42	0.96	0.47	1.06
Diluted (in Rs.)	0.42	0.96	0.47	1.06

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year on standalone basis under review was Rs.4327 /- lakhs as against total revenue of Rs. 5,132.32/- lakhs for the previous financial year. The company recorded a net profit of Rs. 41.94 /- Lakhs for the financial year 2023-24 as against the net profit of Rs. 47.24/- lakhs for the previous year.

The total revenue of the Company for the financial year on consolidated basis under review was Rs. 4,493.38/- lakhs as against total revenue of Rs. 5,209.49/- lakhs for the previous financial year. The company recorded a net profit of Rs. 47.24/- Lakhs for the financial year 2023-24 as against the net profit of Rs. 98.55/- lakhs for the previous year.

3. DIVIDEND:

Your directors have decided not to recommend any dividend for the year 2023-24.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not

proposed to transfer any amount to general reserves account of the company during the year under review. The Closing balance of reserves, including retained earnings, of the Company as at March 31^st 2024 is Rs. 2381.78 Lakhs.

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (i.e. 06.09.2024).

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. SHARE CAPITAL:

The authorized share capital of the Company stands at Rs.11,00,00,000/- divided into 1,10,00,000 equity shares of Rs. 10/- each.

The paid-up share capital of the Company stands at Rs. 10,00,00,000 divided into 1,00,00,000/-equity shares of Rs. 10/- each. (Previous year 93,15,470 equity shares of Rs. 10/- each fully paid) Further, company in its Board meeting held on 12.10.2023 has allotted 1,71,132 Equity Shares of Rs. 10/- each to Mr. S. Nagi Reddy and Mr. Manoj Reddy, Promoters of the Company on conversion of 1,71,132 warrants into 1,71,132 Equity Shares at an issue price of Rs. 33/- per equity share.)

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

Appointments
Sl.No	Name of the Director/KMP/Officer	Designation	Date
1	Namratha Nagla	Company Secretary & Compliance Officer	19.03.2024
Resignations:
Sl.No	Name of the Director/KMP/Officer	Designation Date

1.		Ankur Bisht	Company Secretary &	08.04.2023
			Compliance Officer

The Board places on record their appreciation for the invaluable contribution made by the above director and officer(s) during their tenure.

Despite the company''s best efforts, it was unable to find a Whole-time employment to be appointed as Company Secretary for company from 09.04.2023 to 19.03.2024.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

14. BOARD MEETINGS:

The Board of Directors duly met Nine (9) times during the financial year from 1st April 2023 to 31st March 2024. The dates on which the meetings were held are 28.04.2023, 30.05.2023, 14.08.2023, 07.09.2023, 12.10.2023, 27.10,2023, 14.11.2023, 13.02.2024, 19.03.2024.

15. MECHANISM FOR EVALUATION OF THE BOARD:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

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

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

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 1 to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure 2.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. S. Nagi Reddy, Chairman and Managing Director, Mr. S. Koni Reddy, Whole time director and CFO and Mr. S. Manoj Reddy, Whole time director of the Company to the median remuneration of the employees is 13.49:1,5.39:1,5.39:1 respectively.

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

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

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

v. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

19. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue

and expenditure against approved budget on an ongoing basis.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure 6 and forms part of this Report.

20. 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:

There have been no frauds reported by the auditor’s u/s 143(12).

21. CEO/ CFO CERTIFICATION:

The Managing Director and Whole-time director and CFO certification of the financial statements for the year 2023-2024 is annexed in this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The company has one subsidiary, Proton Remedies Private Limited.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the associate company is prepared in Form AOC-1 and is attached as Annexure 3 and forms part of this report.

23. DETAILS OF DEPOSITS

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments exceeding the limits under the provisions as prescribed in Section 186 of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company’s website at www.concorddrugs.in. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure 4 which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in

repetitive in nature. Members may refer to the financial statement which sets out related party disclosures pursuant to IND AS- 24.

26. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, are provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

Research and Development (R&D): NIL Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

27. COMMITTEES:i. AUDIT COMMITTEE

During the year, the Audit Committee is in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

ii. NOMINATION AND REMUNERATION COMMITTEE

During the year, the Nomination and Remuneration Committee is in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year, the Stakeholders Relationship Committee is in line with the provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

31. AUDITORS:i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Pundari Kashyam & Associates., Chartered Accountants, Hyderabad were appointed as statutory auditors of the Company from the conclusion of the 26th Annual General Meeting (AGM) of the Company held on 30.09.2021 till the conclusion of the 31st AGM to be held in the year 2026.

The notes on accounts referred to in the auditors’ report are self-explanatory and therefore don’t call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification or explanation.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31, 2024 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

ii. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed M/s. PSK and, Practicing Company Secretaries has undertaken Secretarial Audit of the Company for financial year ending 31.03.2024. The report of the Secretarial Auditor is enclosed herewith vide Annexure 5 of this Report. Previously M/s. Vivek Surana & Associates were appointed as Secretarial Auditors. However, due to their prior commitments, they have proposed to withdraw from conducting secretarial audit for financial year 2023-2024. Therefore, company has appointed M/s. PSK & Associates has Secretarial Auditors for financial year 2023-2024, and filed requisite forms with regulators for their due appointment.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013.

There are no qualifications or adverse remarks in the Secretarial Auditors’ Report which require any clarification or explanation.

Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 30.05.2024, was given by Practicing Company Secretary which was submitted to Stock Exchange within 60 days of the end of the financial year.

iii. Cost Auditor

The Company is in due compliance with the Companies (Cost Records and Audit) Rules, 2014. M/s. KJU & Associates, Cost Accountants are the Cost Auditors of the Company for the FY 2023-24.

iv. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014

and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; M/s. Nazeerudeen & Co., Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2023-24.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

32. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

33. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31, 2024.

34. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website www.concorddrugs.in.

35. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

36. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure 6 for information of the Members.

37. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company’s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

38. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report.

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination

and Remuneration Policy of the Company.

39. INSURANCE:

The properties and assets of your Company are adequately insured.

40. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure 7 for information of the Members.

The Certificate(s) issued by M/s PSK & Associates, Practicing Company Secretaries, pertaining to compliance of ‘Corporate Governance’ conditions as applicable to the Company is annexed to Corporate Governance Report.

41. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors. No compensation was paid to the Independent and Non-Executive Directors.

42. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178: The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website.

44. 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 workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No Complaints were pending at the beginning of the year or received during the year.

45. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

47. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.concorddrugs.in.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

Issue of sweat equity share: NA

Issue of shares with differential rights: NA

Issue of shares under employee’s stock option scheme: NA

Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA Buy back shares: NA Disclosure about revision: NA

Preferential Allotment of Shares: During the previous year under review, there was an allotment of 12,56,250 convertible warrants at an issue price of Rs. 33/- per warrant on preferential basis to Mr. S. Nagi Reddy, Chairman & Managing Director & Mr. S. Manoj Kumar Reddy, Whole-Time Director on 07.11.2022 pursuant to the members approval in the AGM held on 30.09.2022. Out of 12,56,250 warrants 5,71,720 warrants were converted into 5,71,720 equity shares on 27.03.2023 and 28.03.2023.

Further, during the year Company has allotted 1,71,132 Equity Shares each of Rs. 10/- each to Mr. S. Nagi Reddy and Mr. Manoj Kumar Reddy, Promoters of the Company on conversion of 1,71,132 warrants into 1,71,132 Equity Shares at an issue price of Rs. 33/- per equity share on 12.10.2023.

51. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate

checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls. Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure 6 and forms part of this Report.

52. CONSOLIDATED FINANCIAL STATEMENTS:

The company does not have any subsidiary at the end of financial year under the review. However, it is having an associate company and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’) and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) and forms part of this Annual Report.

53. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review Proton Remedies Private Limited is its subsidiary as on 31.03.2024 and no Company has become or ceased to become its joint ventures or associate Company.

54. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

55. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

56. RISK MANAGEMENT POLICY:

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 risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis. Risk Management Committee of the Board of Directors of your Company assists the Board in

overseeing and approving the Company’s enterprise-wide risk management framework; and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

57. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government. We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

58. ADJUDICATION ORDER AND SHOW CAUSE NOTICES:

SEBI vide its order dated August 11, 2023 has imposed a penalty on the Company, Directors and

other KMPs for alleged violation of SEBI Regulations. The copy of the said Order was also disseminated to BSE where the shares of the Company are listed. Further, Company has received various Notices from Ministry of Corporate Affairs, Regional Director (South East Region) seeking information and documents of the company, as directed in due compliance company has furnished information and documents as and when sought.

59. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution process was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

60. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

61. DEVIATIONS, IF ANY OBSERVED-ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through preferential allotment.

62. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

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Mar 31, 2016

board''s report To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2016 has been as under:

(Rs. In Lakhs)

Particulars	2015-2016	2014-2015
Total Income	5088.60	4039.37
Total Expenditure	4792.26	3934.42
Profit Before Tax	296.34	104.95
Provision for Tax	87.06	35.30
Profit after Tax	209.28	69.65

2. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There were no material changes and commitments affecting financial position of the company between 31^st March and the date of Board''s Report. (i.e. 13/08/2016)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

5. TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

6. DIVIDEND:

Your Directors have not recommended any dividend for the year

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in detail somewhere else in the report (if applicable) and forms part of this Report.

11. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 4 (Four) times on 30.05.2015, 14.08.2015,

14.11.2015 and 13.02.2016 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

12. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up capital and net worth of the company is less than Rs.10.00 crores and Rs. 25.00 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled “Report on Corporate Governance” along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in mGt 9 as a part of this Annual Report - Annexure I

14. RETIREMENTS AND RESIGNATIONS:

During the year no director has resigned from the Company.

15. APPOINTMENT / RE- APPOINTMENT OF DIRECTORS / CEO / CFO AND KEY MANANGERIAL PERSONNEL:

During the year, Mr. T. Narasimha Reddy was appointed as Additional Director and Managing Director w.e.f. 16.07.2016. Mr. S. Nagi Reddy was appointed as Chairman of the Company w.e.f.16.07.2016. As per the provisions of the Companies Act 2013, Mr. K. Ramachandra Reddy retires by rotation and being eligible offers himself for re-appointment.

Your directors recommend the appointment of all the Directors.

The details of the appointment/re-appointment of the director/s:

Particulars	Details of the director	Details of the director	Details of the director
Name	Mr. T. Narasimha Reddy	Mr. K. Ramachandra Reddy	Mr. S. Nagi Reddy
DIN	07538313	02285257	01764665
Date of Birth	14/07/1966	19/08/1959	15/10/1969
Date of Appointment	16/07/2016	24/04/1995	04/04/2003
Qualifications	Graduation	Intermediate	M.Sc
No. of Shares held in the Company	-	100	698600
Directorships held in other companies (excluding private limited and foreign companies)
Positions held in mandatory committees of other companies
Relationship with other directors of the Company			Father of Mr. S. Koni Reddy, Executive director & CFO of the company

16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. M. Eswar Rao, Mr. P. Venkatram Reddy and Ms. P. Chandra Kala, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.-Annexure-III

17. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The Directors had 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;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) 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.

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

18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The Company does not have any subsidiaries/associates. During the year neither any Company became its subsidiary nor ceased to be its subsidiary.

19. STATUTORY AUDITORS:

M/s. M. M Reddy & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for reappointment. Your directors propose the appointment of M/s. M. M Reddy & Co, Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

The Board recommends the re-appointment of M/s. M. M Reddy & Co, Chartered Accountants as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

20. INTERNAL AUDITORS:

M/s. Chanamolu & Co., Chartered Accountants, are the internal Auditors of the Company.

21. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

22. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and does not have any qualifications, reservations or adverse remarks.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the company does not has the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and ASE Limited and framed the following policies which are available on Company''s website i.e. www.concorddrugs.in.

- Board Diversity Policy

- Policy on preservation of Documents

- Risk Management Policy

- Whistle Blower Policy

- Familiarisation programme for Independent Directors

- Anti Sexual Harrassment Policy

- Related Party Policy

- Code of Conduct

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs 15, 68,248 Foreign Exchange Outgo: Nil

26. INSURANCE:

The assets of your Company are adequately insured.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

28. CREDIT & GUARANTEE FACILITIES:

The Company is availing Credit and Guarantee Facilities from State Bank of India, Dilsukhnagar Branch.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the ratio of then Managing Director (S. Nagi Reddy) and Whole-Time Director cum CFO''s (Mr. S. Koni Reddy) remuneration to median employees is 1.88:1 and 1.49:1 respectively

31. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

32. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

34. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

35. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee''s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during the period under review.

7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.

8. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

36. EMPLOYEE RELATIONS AND REMUNERATION:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

37. 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 workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board

For Concord Drugs Limited

Sd/- Sd/-

S. Nagi Reddy T. Narsimha Reddy

_{Place : Hyder}a_bad Chairman Managing Director

Da^te 2016 (DIN: ⁰¹764665) (DIN: 07538313)

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Mar 31, 2014

Dear Members,

We have pleasure in presenting the Nineteenth Annual report together with Audited accounts for the year ended 31st March, 2014.

(Rupees in Lakhs)

Particulars 2013-2014 2012-2013

Income 3395.20 2806.73

Expenditure 3364.61 2698.60

Profit before Tax 42.84 108.13

Provision for Taxation 8.96 4.01

Net Profit after Tax 33.87 104.12

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 3395.20 Lakhs and a profit of Rs. 33.87 Lakhs in the current year against the turnover of Rs. 2806.73 Lakhs and a profit of Rs. 104.12 Lakhs in the previous financial year ending 31.03.2013.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

OPERATIONS:

The performance of the company during the year under review has been satisfactory. The company is making all its efforts to get further orders apart from the existing one.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

TRANSFER TO RESERVES:

During the year,

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The Company''s present Equity shares are listed on Ahmedabad Stock Exchange, Pune Stock Exchange and Madras Stock Exchange.

CAPITAL OF THE COMPANY:

Authorized Share capital of the company stands at Rs.11,00,00,000/- (Rupees Eleven Crores Only) divided in to 1,10,00,000 equity shares of Rs.10/- each and Paid up capital of the company is Rs. 7,24,37,500/- divided in to 72,43,750 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely P. Venkatram Reddy and Mr. Movidi Eswar Rao for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company.

Mr. K. Ramachandra Reddy will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

During the year, Mr. U. Satish Kumar resigned from the board w.e.f. 14.01.2014. The Board placed on record its sincere appreciations for the valuable services rendered by him during his tenure as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

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

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

M/s. M M Reddy & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. Your directors propose the appointment of M/s. M M Reddy & Co., Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board of Concord Drugs Limited

Sd/- S. Nagi Reddy Place: Hyderabad Managing Director Date: 14.08.2014 DIN: 01764665

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Eighteenth Annual report together with Audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 2012-13 2011-12

Income 2806.73 2770.15

Expenditure 2698.60 2551.62

Profit before Tax 108.13 218.53

Provision for Taxation 4.01 59.06

Net Profit after Tax 104.12 159.47

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 2806.73 Lakhs and the profit of Rs. 104.12Lakhs in the current year against the turnover of Rs. 2770.15 Lakhs and profit of Rs. 159.47 Lakhs in the previous financial year ending 31.03.2012.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The Company''s present Equity shares are listed on Ahmedabad Stock Exchange, Pune Stock Exchange and Madras Stock Exchange.

CAPITAL OF THE COMPANY:

Authorized Share capital of the company stands at Rs.11,00,00,000/-( Rupees Eleven Crores Only) divided in to 110,00,000 equity shares of Rs.10/- each and Paid up capital of the company is Rs. 7,24,37,500 /- (Rupees Seven Crores Twenty four Lakhs Thirty seven Thousand and five hundred only) divided in to 72,43,750 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. U. Satish Kumar retires by rotation and is eligible for re-appointment. Your Board recommends the re appointment of the Director mentioned above in the best interests of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

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

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption. wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

M/s. M M Reddy & Co., Chartered Accountants, statutory auditors of the company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. Your directors propose the appointment of M/s. M M Reddy & Co., Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, S. Nagi Reddy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Concord Drugs Limited

Sd/- Place: Hyderabad S. Nagi Reddy Date: 14.08.2013 Managing Director DIN: 01764665

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Seventeenth Annual report together with Audited accounts for the year ended 31st March, 2012

PROJECT IMPLEMENTATION:

The Company has recorded a turnover of Rs.2770.15 Lakhs in the current year against the turnover of Rs.2422.74 lakhs in the previous financial year ending 31.03.2012. The company has earned net profit after tax of Rs. 159.46 lakhs against the profit of Rs. 162.90 lakhs in the previous year.

FINANCIAL RESULTS:

(Rs. In Lacs)

Description 2011-12 2010-11

Gross Income 2770.15 2422.74

Total Expenditure 2551.62 2209.77

Profit before Depreciation & Interest 317.82 273.44

Less: Interest & Fin. Charges 39.42 17.77

Less: Depreciation 59.87 42.69

Less: Provision for Tax including Deferred Tax 59.06 50.07

Net Profit 159.46 162.90

DIVIDEND:

Your Directors do not recommend any Dividend for the current Financial Year- 2011-12.

SOCIAL RESPONSIBILITY

At Concord, we view Social Responsibility as a true effort to influence society in a manner that earns the trust and respect of stakeholders and society. We believe that economic performance and social responsibility can go hand in hand, when there is a genuine consideration of our impact on the communities and the environment in which we live and work. Your company has made contributions to various charities like schools for education, health centres' and old age homes etc during the year.

INVESTOR SERVICE

Your Company's share registry operations (physical as well as electronic form of holdings) will continue with Aarthi Consultants Private Limted, Registrars and Transfer Agents. They can be contacted at 1-2-285, Domalguda, Hyderabad- 500 081 (Phone Nos. 040-27638111, 27634445 E-mail: [e-mail] for any query relating to Shares. The shares of the Company are listed on Madras Stock Exchange (MSE),Pune Stock Exchange (pSe) and Ahmedabad Stock Exchange (ASE).

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

(a) That in preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material department.

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the company at the end of the financial year ended on 31st March 2012 and of the profit of the company for that year.

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2012 in accordance with the provisions of the companies Act, 1956 for safe guarding the assets of the company and for prevention and detection of fraud and other irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS:

Mr.M. Eswar Rao is retiring by rotation and has expressed his willingness for reappointment. Your Directors recommend for re-appointment.

AUDITORS:

M/s. M M REDDY & CO., Chartered Accountants, Hyderabad, the Company's Auditors retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment.

REPORT ON CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, is attached elsewhere in the annual report.

LISTING :

The Company's present Equity shares are listed on Ahmedabad Stock Exchange, Pune Stock Exchange and Madras Stock Exchange.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Declaration by Managing Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, S.Nagi Reddy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Concord Drugs Limited

Sd/- Place: Hyderabad. S. Nagi Reddy Date : 01.09.2012 Managing Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual report together with Audited accounts for the year ended 31st March, 2011.

PROJECT IMPLEMENTATION:

During the year under review the company achieved the Sales turnover of Rs. 2412.83 Lakhs and the Job Works income of Rs.9.90 Lakhs and arrived Gross profit of Rs.212.97 Lakhs and arrived Net Profit of Rs. 162.90 Lakhs and paid an amount of Rs. 55.37 Lakhs towards Income tax.

The Company has recorded a turnover of Rs. 2459.88 Lakhs in the current year against the turnover of Rs. 995.20 lakhs in the previous financial year ending 31.03.10. The Company has earned net profit of Rs. 162.90 lakhs against the profit of Rs.38.33 lakhs in the previous year.

FINANCIAL RESULTS: (Rs. In Lacs)

Description 2010-11 2009-10

Gross Income 2459.88 995.20

Total Expenditure 2186.43 872.03

Profit before Depreciation & Interest 273.44 123.17

Less: Interest & Fin. Charges 17.77 12.96

Less: Depreciation 42.69 39.55

Less: Provision for Tax including Deferred Tax 7.62 (32.59) Net Profit 162.90 84.31

DIVIDEND:

Your Directors do not recommend any Dividend for the current Financial Year- 2010-11.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS:

During the year Mr. S. Koni Reddy and Mr. U. Satish was appointed as additional director on the Board of the Company w.e.f. 10.06.2011.

Mr. K. Ramachandra Reddy is retiring by rotation and has expressed his willingness for reappointment.

PREFERENTIAL ALLOTMENT:

The Company has allotted 16,33,750 equity shares of Rs.10/- each on 05.04.2011 to Promoters and others on preferential basis, The Company has obtained listing approval and submitted the Corporate Action forms to NSDL and CDSL and approval for the same is awaited.

PAID UP CAPITAL:

The Paid up Capital of the Company stands at Rs. 5,61,00,000 divided into 56,10,000 equity shares of Rs. 10 each.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

(a) That in preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material department.

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the company at the end of the financial year ended on 31st March 2011 and of the profit of the company for that year.

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2011 in accordance with the provisions of the companies Act, 1956 for safe guarding the assets of the company and for prevention and detection of fraud and other irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : : Nil

2. Technology absorption, adoption and innovation : Nil

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s. M. M. Reddy & Co., Chartered Accountants, Hyderabad, the Company''s Auditors retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. Your Directors recommend their appointment.

REPORT ON CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, is attached elsewhere in the annual report.

LISTING:

The Company''s present Equity shares are listed on Ahmedabad Stock Exchange, Pune Stock Exchange and Madras Stock Exchange.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Declaration by Managing Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, S.Nagi Reddy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Concord Drugs Limited

Sd/- Place: Hyderabad S. Nagi Reddy Date: 16.06.2011 Managing Director