Directors Report of Gujarat Terce Laboratories Ltd.

Mar 31, 2025

Your director''s have pleasure in presenting the 40^th Annual Report of your Company together with
the Audited Statement of Accounts and the Auditors'' Report thereon for the financial year ended
31^st March, 2025

1. FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2025 is summarized
below:

/jlmnnnf in I atshc)

Particulars	2024-25	2023-24
Revenue from Operations	5,019.52	4,797.47
Other Income	30.78	32.10
Profit before Interest, Depreciation, Other expenses & Tax	1,540.35	1,482.96
Finance Cost	41.54	67.60
Depreciation	38.46	36.78
Other expenses	1,121.31	1,324.19
Net Profit before Tax	339.04	54.39
Tax Expense	16.36	0
Deferred Tax	78.84	30.06
Income Tax of Earlier Year	341.71	0
Net Profit or (Loss) after Tax	(97.87)	24.33

2. STATE OF COMPANY''S AFFAIRS AND
FUTURE OUTLOOK

During the reporting period company''s
performance was satisfactory in terms
of revenue generation as the same has
generated total revenue of '' 5,019.52
Lakhs which is 222.05 Lakhs more than
the last year''s turnover. Company has
generated other income of '' 30.78 Lakhs
during the year as compared to the other
income generated in the previous year
amounting '' 32.10 Lakhs. The company
has incurred net loss of '' 97.87 Lakhs
during the year as compared to the profit
of '' 24.33 Lakhs in the previous financial
year. The Board is taking the necessary
steps to improve the performance of the
Company and to have better working
results in the coming years.

3. CAPITAL EXPENDITURE

As on March 31, 2025, the gross fixed assets
(tangible and intangible) stood at '' 875.09
lakhs (previous year '' 840.40 lakhs) and the
net fixed assets (tangible and intangible),
at '' 365.39 Lakhs (previous year '' 369.18
lakhs). Capital Expenditure during the
year amounted to '' 34.69 lakhs (previous
year '' 7.37 Lakhs).

4. TRANSFER TO RESERVES IN TERMS

OF SECTION 134 (3) (J) OF THE

COMPANIES ACT, 2013

The company has not transferred any
amounts in the Reserves in terms of Section
134(3)(J) of the Companies Act, 2013.

5. DIVIDEND

The Board of Directors of the Company
has not recommended any dividend for the

current financial year in view of inadequate
profits generated.

6. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company
has not changed its line of business in such
a way that amounts to commencement of
any new business or discontinuance, sale or
disposal of any of its existing businesses or
hiving off any segment or division.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments
affecting the financial position of the
Company have occurred between the end of
the financial year and the date of this report.

8. SHARE CAPITAL

The issued, subscribed and paid-up Equity
Share Capital of the Company as on March
31, 2025, was '' 7,42,03,000 comprising of
74,20,300 Equity Shares of '' 10.00 each. The
Company has not issued any Equity Shares
during FY 2024-25. There was no change in
Share Capital during the year under review.

The company after receipt of in principle
approval from BSE on 18/06/2024 has
allotted 3,71,000 share warrants on
01/07/2024 which are convertible into Equity
shares at conversion price of '' 3770/- per
equity share within eighteen months from
the date of allotment.

Distribution of Shareholding (As on March 31, 2025)
On the basis of Share held:

Shareholding	No. of Shareholder	% of Holders	Shares	% of Holding
1-500	13007	94.54	1520289	20.49
501-1000	356	2.57	297424	4.01
1001-2000	147	1.06	226373	3.05
2001-3000	68	0.49	170917	2.30
3001-4000	38	0.27	135436	1.83
4001-5000	32	0.23	149445	2.01
5001-10000	51	0.37	376043	5.07
100001-9999999999	65	0.47	4544373	61.24
Total	13764	100.00	7420300	100.00

On the basis of category:

Category	No. of Shareholder	% of Shareholders	No. of shares	% of Holding
Promoter:	6	0.03	2747727	37.03
Public
Resident Individuals	13619	98.95	4403323	59.34
NRI	28	0.21	58264	0.79
Body Corporate	23	0.17	106560	1.43
Any other	88	0.64	104426	1.41
Total	13758	99.97	4672573	62.97
Grand Total	13764	100	7420300	100

9. TRANSFER OF UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND
PROTECTION FUND

The Company is not required to transfer
any amount to Investor Education and
Protection Fund (IEPF) as there was no
unclaimed/unpaid dividend, application
money etc during the year under review.

10. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

The particulars of Loans, guarantees or
investments made under Section 186
is furnished in the note no. 4 & 9 to the
financial statements.

11. INFORMATION ABOUT SUBSIDIARY/ JV/
ASSOCIATE COMPANY

Company does not have any Subsidiary,
Joint venture or Associate Company.

12. Deposits

During the year under review, your
Company has not invited any deposits from
public/shareholders.

13. Related Party Transactions

Transactions with related parties, as per
requirements of Accounting Standard 24,
are disclosed in the note no. 35 to accounts
annexed to the financial statements. All
related party transactions that were entered
into during the financial year were in the
ordinary course of the business of the
Company and were on an arm''s length
basis. There were no materially significant
related party transactions entered with
Promoters, Directors, Key Managerial
Personnel, or other persons which may
have a potential conflict with the interest
of the Company. The policy on materiality
of Related Party Transactions and also on
dealing with Related Party Transactions
as approved by the Audit Committee and
the Board of Directors is uploaded on the
website of the Company https://www.
guiaratterce.in/code-and-policies/. Since all
related party transactions entered into were
in the ordinary course of business and were
on an arm''s length basis, form AOC-2 is not
applicable to the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no Change in the constitution of Board during the year.

Board of directors and KMP as on 31/03/2025 are as following:

S. No.	Name	Designation	DIN	Date of Appointment
1	Mr. Prajapati Natwarbhai Parsottam	Whole-time Director	00031187	28/03/1985
2	Mr. Amritbhai Purshottamdas Prajapati	Whole-time Director	00699001	01/03/2006
3	Ms. Chhayaben Ashwinbhai Shah	Director	01435892	31/03/2015
4	Mr. Viplav Suryakantbhai Khamar	Director	07859737	27/06/2017
5	Mr. Prajapati Aalap Natubhai	Managing Director	08088327	01/04/2018
6	Mr. Surendrakumar Prakashchandra Sharma	Director	06430129	10/08/2018
7	Mr. Navinchandra Patel	Director	08702502	26/02/2020
8	Mr. Bhagirath Ramhit Maurya	CFO	BFSPM1373Q	17/12/2018
9.	Mrs. Ripalben Sachinkumar Sukhadiya	Company Secretary	CUAPS6172B ACS No. 43635	21/03/2023

In accordance with the provisions of Section
152 of the Act read with Article 49 of the
Articles of Association of your Company,
Mr. Amritbhai Purshottamdas Prajapati will
retire by rotation at the ensuing Annual
General Meeting (''AGM'') and being eligible,
offers himself for re-election. The Board
of Directors of your Company (''the Board'')
have recommended his re-election.

15. DECLARATION BY INDEPENDENT
DIRECTORS

The Board of Directors of the Company
hereby confirms that all the independent
directors, duly appointed by the Company,

have given the declaration and they meet the
criteria of independence as provided under
Section 149(6) of the Companies Act, 2013.

16. MEETINGS

(A) Board Meetings

The gap between two Board meetings
did not exceed 120 days. The schedule
of Board/Committee meetings are
communicated in advance to the
directors/committee members to
enable them to plan their schedules and
to ensure their meaningful participation
in the meetings.

The Board met Eight times in financial year details of which are summarized as below:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	29/05/2024	7	7
2	20/06/2024	7	7
3	01/07/2024	7	7
4	09/08/2024	7	7
5	28/10/2024	7	7
6	31/12/2024	7	7
7	04/02/2025	7	7
8	20/02/2025	7	7

(B) Separate Meetings of Independent
Director

During the year under review, the
Independent Directors met on
04/02/2025 as required under Schedule
IV to the Act (Code for Independent
Directors) and Regulation 25 (3) of the
Listing Regulations, inter alia, to discuss:

(a) Evaluation of the performance of
Non-Independent Directors and
the Board of Directors as a whole;

(b) Evaluation of the performance of
the Chairman of the Company,
taking into account the views
of the Executive and Non¬
Executive Directors.

(c) Evaluation of the quality, quantity
and timelines of flow of information
between the Management and the
Board that is necessary for the
Board to effectively and reasonably
perform its duties effectively.

All the Independent Directors were
present at the Meeting.

(C) Committee Meetings:

(i) Audit Committee Meetings:

During the period under review,
the Audit Committee met Four
times on 29/05/2024, 09/08/2024,
28/10/2024 and 04/02/2025.

Composition of Audit Committee and attendance of each member during the meetings
held in FY 2024-25 are given below:

Name	Designation	Category	No of meetings attended during the year 2024-25
Mr. Surendrakumar Sharma	Chairman	Non- Executive Independent Director	4
Mr. Viplav Khamar	Member	Non- Executive Independent Director	4
Smt. Chhayaben Shah	Member	Non- Executive Independent Director	4

(ii) Nomination and Remuneration Policy and Committee Meetings:

The Committee has held Three Meeting during the FY 2024-25 i.e. 29/05/2024,
20/06/2024 and 04/02/2025.

Composition of Nomination and Remuneration Committee and attendance of each
member during the meetings held in FY 2024-25 are given below:

Name	Position	Category	No of meetings attended during the year 2024-25
Mr. Surendra Kumar Sharma	Chairman	Non- Executive Independent Director	3
Mr. Viplav Khamar	Member	Non- Executive Independent Director	3
Smt. Chhayaben Shah	Member	Non- Executive Independent Director	3

Disclosure with respect to remuneration:

Salary, as recommended by the Nomination and Remuneration Committee and
approved by the Board and the shareholders of the Company if any. Perquisites,
retirement benefits and performance pay are also paid/ provided in accordance with
the Company''s compensation policies, as applicable to all employees and the relevant
legal provisions. Presently, the Company does not have a stock options scheme
for its directors.

Name of the director	service contracts (Term of Appointment)	Remuneration & Perquisites and other allowance (Amt. in lakhs.)	Notice Period & Severance Fees	Total
Mr. Natwarbhai P. Prajapati	upto 29/05/2027	32.50	30 days	32.50
Mr. Amritbhai P. Prajapati	upto 23/05/2029	3.99	30 days	3.99
Mr. Aalap N.Prajapati	upto 27/10/2026	40.91	30 days	40.91

Remuneration is within limits specified under section 197 of the Companies Act, 2013
and rules made thereunder.

The Board has on the recommendation of the Nomination & Remuneration Committee,
framed a policy for selection and appointment of Directors, senior Management and
their Remuneration including criteria for determining qualifications, positive attributes,
Independence of a director. The details of the Nomination and Remuneration Policy are
covered in the Corporate Governance Report. The said policy has also been uploaded
on the Company''s website at http://guiaratterce.in/Code-and-Policies

(iii) Stakeholders Relationship Committee Meetings

The Committee has held Four Meeting during the FY 2024-25 i.e. 29/05/2024, 09/08/2024,
28/10/2024 and 04/02/2025.

The Composition of Stakeholders Relationship Committee and attendance of each member
during the meetings held in financial year 2024-25 are given below.

Name	Position	Category	No. of meetings attended out of one (1) meeting held during the year 2024-25
Mr. Viplav Khamar	Chairman	Non- Executive Independent Director	1
Smt. Chhayaben Shah	Member	Non- Executive Independent Director	1
Mr. Aalap N. Prajapati	Member	Managing Director	1

17. GENERAL MEETING(S) HELD DURING THE YEAR

During the financial year, following general meeting was held. The provisions of the Companies
Act, 2013 were adhered to while conducting the meeting:

Sr. No.	Nature of meeting	Date of Meeting	Total Number of Members entitled to attend meeting	Number of members attended
1	Annual General Meeting	17/09/2024	13530	33
2	Extra-ordinary General Meeting	25/04/2024	13203	40

Passing of Resolution by Postal Ballot:

None of special resolution was passed by
way of postal ballot during the financial
year ended March 31, 2025. As on date,
the Company does not have any proposal
to pass any special resolution by way
of postal ballot.

18. CORPORATE GOVERNANCE

As provided under Regulation 15(2) of
the SEBI (LODR) Regulations, 2015, the
compliance with Corporate Governance as
specified in Regulation 17,17A, 18, 19, 20,
21,22, 23, 24, 24A, 25, 26, 27 and 46(2)(b) to

(i) & (t) and Para C, D & E of Schedule V are
not applicable to the Company as paid up
share capital doesn''t exceed '' 10 Crore and
net worth doesn''t exceed '' 25 crores during
the year under review.

19. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

A report on Management Discussion and
Analysis, as required in terms of Regulation
34(2) of the Securities Exchange Board of
India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, forms part

of this report and it deals with the Business
Operations and Financial Performance,
Research & Development Expansion &
Diversification, Risk Management, Marketing
Strategy, Safety & Environment, Human
Resource Development, significant changes
in key financial ratios etc. in Annexure-A

20. BOARD EVALUATION

In compliance with the Companies Act,
2013 the performance evaluation of the
Board was carried out during the year
under review. The Company has prepared
an annual performance evaluation policy
for performance evaluation of Independent
Directors, Board and the Committees.

A separate exercise was carried out to
evaluate the performance of individual
Directors including the Chairperson of the
Board, who were evaluated on parameters
such as level of engagement and
contribution, independence of judgment,
safeguarding the interest of the Company
and its minority shareholders etc.

The performance evaluation of the
Independent Directors was carried out

by the entire Board. The performance
evaluation of the Chairman and the
Non-Independent Directors was carried
out by the Independent Directors who
also reviewed the performance of the
Secretarial Department.

The above criteria are as per the Performance
Evaluation Policy of the Company approved
by the Board of Directors upon the
recommendation of the Nomination and
Remuneration Committee.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section134(3) (c) and 134(5)
of the Companies Act, 2013 the Board of
Directors of the Company confirms 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) that the Directors had laid down proper
internal financial controls to be followed
by the Company, and that such internal
financial controls are adequate and
were operating effectively; and

(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.

22. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has laid down an effective
Internal Financial Control System.

All legal and statutory compliances
are ensured on a monthly basis. Non¬
compliance, if any, is seriously taken by
the management and corrective actions
are taken immediately. Any amendment
is regularly updated by internal as well as
external agencies in the system.

Approval of all transactions is ensured
through a preapproved Delegation of
Authority Schedule which is reviewed
periodically by the management.

Transaction audits are conducted regularly
to ensure accuracy of financial reporting,
safeguard and protection of all the assets.
Fixed Asset verification of assets is done on
an annual basis. The audit reports for the
above audits are compiled and submitted to
Managing Director and Board of Directors
for review and necessary action.

23. FRAUD REPORTING

During the Year under review, there was no
fraud reported.

24. EXTRACT OF ANNUAL RETURN

In compliance to provisions of section
134 (3) (a) of the Companies Act, 2013
copy of the Annual Return referred to in
sub section (3) of Section 92 of the Act as
prepared in Form No. MGT 7 is placed on
the website of the company, weblink of
the same is https://www.guiaratterce.in/
annual-returns/.

25. CORPORATE SOCIAL RESPONSIBILITIES
(CSR)

The company does not meet the criteria
of Section 135 of Companies Act, 2013
read with the Companies (Corporate
Social Responsibility Policy) Rules,
2014. So, there is no requirement to the
constitution of the Corporate Social
Responsibility Committee.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: The steps taken or impact on
conservation of energy;

The steps taken or impact on conservation of energy; Electricity	Current Year	Prev Year
Unit Consumption	1,81,090	1,84,151
Total Amount	13,22,166	13,64,976
Average Cost	7.30	7.41
Own generation:	NIL	NIL

(ii) Steps taken by the company for
utilizing alternate sources of energy
including waste generated: Nil

(iii) Capital investment on energy
conservation equipment: Nil

(B) Technology absorption:

(i) Efforts, in brief, made towards

technology absorption: The

Company continues to adopt
and use the latest technologies
to improve the productivity and
quality of its services and products.

(ii) Benefits derived as a result of
the above efforts, e.g., product
improvement, cost reduction,
product development, import
substitution, etc. The Company has
not made any investment and taken
any specific measure to reduce
energy cost per unit. However,
it intends to conserve energy for
future generation.

(iii) In case of imported technology
(imported during the last 3 years
reckoned from the beginning
of the financial year), following
information may be furnished: There
is no technology imported during
last three years as The Company''s
operations do not require
significant import of technology.

(a) Details of technology imported:
Nil

(b) Year of import: Nil

(c) Whether the technology been
fully absorbed: N.A.

(d) If not fully absorbed, areas
where absorption has not
taken place, and the reasons
therefore: N.A.

(iv) The expenditure incurred on
Research and Development: Nil

(C) Foreign exchange earnings and Outgo

Earnings	Nil
Outgo	'' 22,415.00

27. BUSINESS RISK MANAGEMENT

Risk management is embedded in your
company''s operating framework. Your
company believes that managing risk helps
in maximizing returns. The company''s
approach to addressing business risk is
comprehensive and includes periodic review
of such risks and a framework for mitigating
controls and reporting mechanism of such
risks. The risk management framework is
reviewed periodically by the Board and the
Audit Committee. Some of the risks that the
company is exposed to are:

• Commodity Price Risks

The Company is exposed to the risk
of price fluctuation of raw material as
well as finished goods. The company
proactively manages these risks
through forward booking, Inventory
management and proactive vendor
development practices.

• Regulatory Risks

The company is exposed to risks
attached to various statutes and
regulations including the Companies
Act. The company is mitigating
these risks through regular review
of legal compliances carried out
through internal as well as external
compliance audits.

• Human Resources Risks

Retaining the existing talent pool
and attracting new talent are major
risks. The company has initiated
various measures including rolling out
strategic talent management system,
training and integration of learning and
development activities.

• Strategic Risks

Emerging businesses, capital
expenditure for capacity expansion,
etc., are normal strategic risk faced by
the company. However, the company
has well-defined processes and
procedures for obtaining approvals
for investments in new business and
capacity expansion etc.

28. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

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

29. AUDITORS:

• Statutory Auditors & their Report

• At the Annual General Meeting
held on 21/08/2020, M/s M.A. Shah
& Co., Chartered Accountants
(FRN: F112630W) was appointed
as statutory auditors of the
company to hold office till the
conclusion of the Annual General
Meeting to be held for the financial
year 2024-2025.

Company has received certificate
from the Auditors to the effect they
are not disqualified to continue
as statutory auditors under the
provisions of applicable laws.

There are no observations
(including any qualification,
reservation, adverse remark or
disclaimer) of the Auditors in their
Audit Report that may call for any
explanation from the Directors.
Further, the notes to accounts
referred to in the Auditor''s Report
are self-explanatory.

• Cost Auditor

The Cost Audit pursuant to section
148 of the Companies Act, 2013 read
with Companies (Cost Records and
Audit) Rules, 2014 is not applicable
to the company, for the year under
review. However, it is applicable for the
financial year 2025-26 and M/s. K V M
& Co.,(Firm Registration No.: 000458)
Cost Accountants is appointed as
Cost Auditor at a Remuneration of
'' 50,000/- (inclusive of all) to be ratified
by members at 40^th AGM.

• Secretarial Auditor -

In terms of Regulation 24A read with
other applicable provisions of the SEBI
Listing Regulations and applicable
provisions of the Companies Act,
2013, the Company is required to
appoint Secretarial Auditors for a
period of 5 years commencing FY
2025-26, to conduct the secretarial
audit of the Company in terms of
Section 204 and other applicable
provisions of the Companies Act,
2013 read with Regulation 24A and
other applicable provisions of the SEBI
Listing Regulations.

On recommendation of Audit
Committee, the Board has decided
to appoint M/s. Pinakin Shah & Co.,
Practising Company Secretaries, as
the Secretarial Auditor in place of
M/s. GKV & Associates, subject to
necessary approvals. This decision
follows a detailed assessment by the
Management and aligns with the
Company''s governance practices.

The appointment of M/s. Pinakin Shah
& Co. is proposed for conducting the
Secretarial Audit of the Company from
FY 2025-26 onwards, for a period of

five years, i.e., from the conclusion
of the 40^th AGM (August 21, 2025)
to the conclusion of the 45^th AGM (to
be held in 2030).

The proposal is included in the
AGM Notice and is submitted for
shareholders'' approval.

The Secretarial Audit Report Submitted
by GKV & Associates, for the financial
year ended 2024 in the prescribed
form MR-3 is annexed to the
report as Annexure B.

The said secretarial audit report does not
contain any qualification, reservation or
adverse remark or disclaimer made by
the Secretarial Auditor.

• Internal Auditors

On recommendation of Audit
Committee, the Board of Director has
re-appointed M/s D V Shah & Associates,
Chartered Accountants, Ahmedabad
as Internal Auditor of the Company in
terms of Section 138 of the Companies
Act, 2013 and rules made thereunder,
for financial year ended 2025.

30. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

31. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

Particulars	Regulation Number	Compliance status (Yes/No/NA)
Independent director(s) have been appointed in terms of specified criteria of ''independence'' and/or ''eligibility''	16(1)(b) & 25(6)	Yes
Board composition	17(1)	Yes
Meeting of Board of directors	17(2)	Yes
Review of Compliance Reports	17(3)	Yes
Plans for orderly succession for appointments	17(4)	Yes
Code of Conduct	17(5)	Yes
Fees/compensation	17(6)	Yes
Minimum Information	17(7)	Yes
Compliance Certificate	17(8)	Yes
Risk Assessment & Management	17(9)	Yes
Performance Evaluation of Independent Directors	17(10)	Yes
Composition of Audit Committee	18(1)	Yes
Meeting of Audit Committee	18(2)	Yes
Composition of nomination & remuneration committee	19(1) & (2)	Yes
Composition of Stakeholder Relationship Committee	20(1) & (2)	Yes
Composition and role of risk management committee	21(1),(2),(3),(4)	NA
Vigil Mechanism	22	Yes
Policy for related party Transaction	23(1),(5),(6),(7) & (8)	Yes
Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
Approval for material related party transactions	23(4)	NA

Particulars	Regulation Number	Compliance status (Yes/No/NA)
Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
Maximum Directorship & Tenure	25(1) & (2)	Yes
Meeting of independent directors	25(3) & (4)	Yes
Familiarization of independent directors	25(7)	Yes
Memberships in Committees	26(1)	Yes
Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
Website	46(2)(b) to(i)	Yes

32. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration
and other details as required under
Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 are annexed herewith as
Annexure C to this report.

Disclosures relating to remuneration and
other details as required under Section
197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report.

However, none of the employees of the
Company have received remuneration
exceeding the limit as stated in Rule
5(2) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014.

33. STATEMENT REGARDING COMPLIANCES
OF APPLICABLE SECRETARIAL STAN DARDS

During the year under review, the Company is
in compliance with the Secretarial Standards
on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India as
approved by the Central Government.

34. GENERAL DISCLOSURE

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

(i) Issue of equity shares with differential
rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity
shares) to employees of the Company under
any scheme save and except Employees''
Stock Options Schemes referred to
in this Report.

(iii) The Company does not have any scheme
of provision of money for the purchase of its
own shares by employees or by trustees for
the benefit of employees.

(iv) There is no Corporate Insolvency
Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016.
There was no order passed during the
year by any regulator, court or tribunal
impacting the going concern status of its
future operations.

35. INSURANCE

All the insurable interests of the Company
including inventories, buildings, plant and
machinery are adequately insured against
the risk of fire and other risks.

36. FAMILIARISATION PROGRAMME OF
INDEPENDENT DIRECTORS

The Objective of a familiarization program
is to ensure that the Independent Directors
are updated on the business environment
and overall operations of the Company. This
enables the Independent Directors to make
better informed decisions in the interest of
the Company and its stakeholders.

In Compliance with the requirements of
SEBI Regulations, the Company has put
in place a familiarization program for the
Independent Directors to familiarize them
with their role, rights and responsibility as
Directors, the working of the Company,
nature of industry in which the Company
operates, business model etc.

A familiarization program was conducted
for Independent Directors on areas such
as the core functions and operations of
the Company, overview of the industry,
financials and the performance of the
Company by site visits to plant location.

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 the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

Further the company was committed
to providing a safe and conducive work
environment to its employees during
the year under review. Your directors
further state that during the year under
review, there were no cases filed pursuant
to the sexual harassment of women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Internal Complaints Committee (ICC) has
been set up to redress complaints received
regarding sexual harassment. All employees
(permanent, contractual, temporary,
trainees) are covered under this policy.

Summary of sexual harassment complaints
received and disposed of during the
financial year: -

No. of complaints received: Nil
No. of complaints disposed of: Nil
No. of complaints pending: Nil
No. of complaints unsolved: Nil

38. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has formulated a vigil
mechanism (whistle blower policy) as per
Regulation 22 of the Listing Regulation and
Section 177 of the Companies Act, 2013 for
its directors and employees of the Company
for reporting genuine concerns about
unethical practices and suspected or actual
fraud or violation of the code of conduct
of the Company as prescribed under the
Companies Act, 2013. This vigil mechanism
shall provide a channel to the employees
and Directors to report to the management
concerns about unethical behaviour, and
also provide for adequate safeguards
against victimization of persons who use
the mechanism and also make provision
for direct access to the chairperson of
the Audit Committee in appropriate or
exceptional cases. The said policy has also
been uploaded on the Company''s website
at http://guiaratterce.in/Code-and-Policies

39. DISCLOSURE REGARDING MAINTENANCE
OF COST RECORDS

Section 148 of the Act read with the
Companies (Cost Records and Audit)
Rules, 2014 as amended from time to
time was applicable to your company
hence, your Company has maintained
adequate cost records.

40. HUMAN RESOURCE

Your Company recognizes its employees
as most valuable resource and ensures
strategic alignment of Human Resource
Initiatives and practices to business
priorities and objectives. Its constant
endeavour is to invest in Human Talent and
Talent Management Processes to improve
capabilities and potentials of human capital
of the organization to cope with challenging
business environment, varying needs of
the customers and bring about customers
delight by focusing on the Customers''
needs. Attracting, developing and retaining

the right talent and keeping them motivated
will continue to be a key strategic initiative
and the organization continues to be
focused on building up the capabilities of
its people to cater to the business needs.
Given growth plans of the Company, an
important strategic focus is to continue to
not only nurture its human capital, but also
proactively focus on preparing all employees
for the challenges of the future.

The Company strives to provide a
healthy, conducive and competitive work
environment to enable the employees excel
and create new benchmarks of quality,
productivity, efficiency and customer
delight. The Company always believes in
maintaining mutually beneficial, healthy
and smooth industrial relations with the
employees and the Unions which is an
essential foundation for the success of
any organisation. The proactive initiatives
combined with fair Wage Settlements
at Manufacturing Plants have ensured
healthier and more transparent Industrial
Relations based on foundation of mutual
trust and co-operation.

41. CAUTIONARY STATEMENT

The statements contained in the Board''s
Report contain certain statements relating
to the future and therefore are forward
looking within the meaning of applicable
laws and regulations.

Various factors such as economic conditions,
changes in government regulations, tax
regime, other statues, market forces and
other associated and incidental factors may
however lead to variation in actual results.

42. ACKNOWLEDGEMENT

Your directors wish to express their grateful
appreciation to the continued co-operation
received from the banks, government
authorities, customers and shareholders
during the year under review. Your directors

also wish to place on record their deep
sense of appreciation for the committed
service of the executives, staff, and workers
of the company.

For & on behalf of the Board of Directors
Gujarat Terce Laboratories Limited

Prajapati Natwarbhai Parsottam

DIN : 00031187
Chairman

Date: 17/07/2025
Place: Ahmedabad

---

Mar 31, 2024

Your Director''s have pleasure in presenting the 39^th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31^st March. 2024

L FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31. 2024 is summarized below:

l? In Lakhs)

Particulars	2023-24 1	2022-23
Revenue from Operations	4,797.47	4,678.25
Other Income	32.10	35.45
Profit before 1 nterest. Depreciation, Other expenses & Tax	1.482.96	1,305.26
Finance Cost	67.60	72.14
Depreciation	36.78	36.45
Other expenses	1324.19	1,486.06
Net Profit before Tax	54.39	-289.39
Tax Expense	0	0
Deferred Tax	30.06	-122.23
Net Profit after Tax	24.33	-167.16

financial statement relates on the date of this report except the Demand of R576.30 Lakhs for tax liabilities towards certain disallowances with interest for A Y. 2011-12 to 2014-15 were allowed in favour of Income Tax Department. The Board has decided to file appeal against the order.

8. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31. 2024. was ?7,42,03,000 comprising of 74,20,300 Equity Shares of ? 10.00 each The Company has not issued any Equity Shares during FY 2023-2024. There was no change in Share Capital during the year under review.

Distribution of Shareholding (As on March 31. 2024)

Shareholding	No of Shareholder	% of Holders	Shares	%of Holding
1-500	12578	94.67	1492827	2012
501-1000	320	241	273354	368
1001-2000	143	1.08	226094	3.05
2001-3000	64	0.48	163466	2.20
3001-4000	37	0.28	131574	1.77
4001-5000	29	0.22	135019	1.82
5001-10000	42	032	305130	4.11
100001-9999999999	73	055	4692836	63.24
Total	13286	100.00	7420300	100.00

On the basis of category:

Category	No of Shares Holder	% of Shareholders	No. of shares	%of Holding
Clearing Members	2	002	1834	0.02
Corporate Bodies	21	016	87696	1.18
Group Companies	1	0.01	1075900	14.50
Non Resident Indian	19	014	44243	060
Other Directors	1	0.01	300	000
Promoter	6	005	1664327	22.43
Director Relatives	1	0.01	7500	010
Dublic	13235	99.62	4538500	61.16
Total	13286	100.00	7420300	100.00

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the reporting period company''s performance was satisfactory in terms of revenue generation as the same has generated total revenue of ?4,797.47 Lakhs which is 119.22 Lakhs more than the last year''s turnover. Company has generated other income of ?32.10 Lakhs during the year as compared to the other income generated in the previous year amounting ?35.45 Lakhs. The company has earned net profit of ?24.33 Lakhs during the year as compared to the loss of ?167.16 Lakhs in the previous financial year. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

3. CAPITAL EXPENDITURE:

As on March 31, 2024 the gross fixed assets (tangible and intangible) stood at ?840.40 lakhs (previous year ?833.39 lakhs) and the net fixed assets (tangible and intangible), at ?369.16 Lakhs (previous year ?398.79 lakhs). Capital Expenditure during the year amounted to ?7.37 lakhs (previous year ?6.31 Lakhs).

4. TRANSFERTO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The company has not transferred any amounts in the Reserves in terms of Section 134(3) (J) of the Companies Act. 2013.

5. DIVIDEND

The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.

6. CHANGE IN THE NATURE OF BUSINESS

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this

9. Transfer of unclaimed dividend to Investor Education and Protection Fund

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

10. Particulars of Loans, Guarantees and Investments

There were no loans, guarantees, or investments made by the Company under Section 186 of the Companies Act. 2013 during the year under review and hence the said provision is not applicable.

11. Information about Subsidiary/ JV/ Associate Company

Company does not have any Subsidiary. Joint venture or Associate Company.

12. Deposits

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules. 2014

13. Related Party Transactions

Transactions with related parties, as per requirements of Accounting Standard 24, are disclosed in the notes to accounts annexed to the financial statements. All related party transactions that were entered into during the financial year were in the ordinary course of the business of the Company and were on an arm''s length basis. There were no materially significant related party transactions entered with Promoters, Directors, Key Managerial Personnel, or other persons which may have a potential conflict with the interest of the Company. The transactions entered, pursuant to the omnibus approval so granted, are audited

and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company httD://auiaratterce.in/Code-and-Policies. Since all related party transactions entered into were in the ordinary course of business and were on an arm''s length basis, form AOC-2 is not applicable to the Company.

14. Directors and Key Managerial Personnel

There has been no Change in the constitution of Board during the year.

Composition of board of directors as on 31/03/2024 is as following:

S. No.	Name	Designation	DIN	Date of Appointment
1	Mr. Prajapati Natwarbhai Parsottam	Whole-time Director	00031187	28/03/1985
2	Mr. Amritbhai Purshottamdas Prajapati	Whole-time Director	00699001	01/03/2006
3	Ms. Chhayaben Ashwinbhai Shah	Director	01435892	31/03/2015
4	Mr. Viplav Suryakantbhai Khamar	Director	07859737	27/06/2017
5	Mr. Prajapati Aalap Natubhai	Managing Director	08088327	01/04/2018
6	Mr. Surendrakumar Prakashchandra Sharma	Director	06430129	10/08/2018
7	Mr. Navinchandra Patel	Director	08702502	26/02/2020
8	Mr. Bhagirath Ramhit Maurya	CFO	BFSPM1373Q	17/12/2018
9.	Mrs. Ripalben Sachinkumar Sukhadiya	Company Secretary	CUAPS6172B ACS No. 43635	21/03/2023

15. Declaration by Independent Directors

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act. 2013

16. Meetings

(A) Board Meetings

The gap between two Board meetings did not exceed 120 days. The schedule of Board/Committee meetings are communicated in advance to the directors/committee members to enable them to plan their schedules and to ensure their meaningful participation in the meetings.

The Board met Five times in financial year details of which are summarized as below:

S No.	Date of Meeting	Board Strength	No. of Directors Present
1	13/05/2023	7	7
2	11/08/2023	7	6
3	08/11/2023	7	7
4	05/02/2024	7	7
5	29/03/2024	7	7

(B) Separate Meetings of Independent Director

During the year under review, the Independent Directors met on February 5, 2024 as required under

Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations,

inter alia, to discuss:

(a) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties effectively.

All the Independent Directors were present at the Meeting.

(C) Committee Meetings:

(i) Audit Committee Meetings

During the period under review, the Audit Committee met Four times on 13.05.2023, 11.08.2023, 08.11.2023. 05.02.2024.

Composition of Audit Committee and attendance of each member during the meetings held in FY 2023-2024 are given below:

Name	Designation	Category	No of meetings attended during the year 2023-24
Mr. Surendrakumar Sharma	Chairman	Non- Executive Independent Director	4
Mr. Viplav Khamar	Member	Non- Executive Independent Director	4
Smt. Chhayaben Shah	Member	Non- Executive Independent Director	3

(ii) Nomination and Remuneration Policy and Committee Meetings

Disclosures with respect to remuneration:

Salary, as recommended by the Nomination and Remuneration Committee and approved by the Board and the shareholders of the Company if any. Perquisites, retirement benefits and performance pay are also paid/ provided in accordance with the Company''s compensation policies, as applicable to all employees and the relevant legal provisions. Presently, the Company does not have a stock options scheme for its Directors.

Name of the director	service contracts (Term of Appointment)	Remuneration b Perquisites and other allowance (Amt in lakhs.)	Commission	Sitting Fees	Notice Period b Severance Fees	Total
Mr. Natwarbhai P. Prajapati	upto 29/05/2027	30.10	0	0	30 days	3010
Mr. Amritbhai P Prajapati	upto 23/06/2026	406	0	0	30 days	406
Mr. Aalap N.Prajapati	upto 27/10/2026	32.20	0	0	30 days	32.20

Remuneration is within limits specified under section 197 of the Companies Act, 2013 and rules made thereunder.

The Board has on the recommendation of the Nomination 8 Remuneration Committee, framed a policy for selection and appointment of Directors, senior Management and their Remuneration including criteria for determining qualifications, positive attributes. Independence of a director. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also been uploaded on the Company''s website at httpy/guiaratterce in/Code-and-Policies

The Committee has held One Meeting during the FY 2023-24 i.e. 05.02.2024.

Composition of Nomination and Remuneration Committee and attendance of each member during the meetings held in FY 2023-24 are given below:

Name	Position	Category	No of meetings attended during the year 2023-24
Mr. Surendra Kumar Sharma	Chairman	Non- Executive Independent Director	1
Mr. Viplav Khamar	Member	Non- Executive Independent Director	1
Smt. Chhayaben Shah	Member	Non- Executive Independent Director	1

17. General Meeting(s) held during the year

During the financial year, following general meeting was held. The provisions of the Companies Act, 2013 were adhered to while conducting the meeting:

(iii) Stakeholders Relationship Committee Meetings

The Committee has held One Meeting during the FY 2023-24 i.e. 05.02.2024.

The Composition of Stakeholders Relationship Committee and attendance of each member during the meetings held in financial year 2023-24 are given below.

Name	Position	Category	No. of meetings attended out of one (1) meeting held during the year 2023-24
Mr. Viplav Khamar	Chairman	Non- Executive Independent Director	1
Smt. Chhayaben Shah	Member	Non- Executive Independent Director	1
Mr. Aalap N. Praiapati	Member	Manaqinq Director	1

Sr. No.	Nature of meeting	Date of Meeting	Total Number of Members entitled to attend meeting	Number of members attended
1	Annual General Meeting	25/08/2023	13576	39

Passing of Resolution by Postal Ballot:

None of special resolution was passed by way of postal ballot during the financial year ended March 31, 2024 As on date, the Company does not have any proposal to pass any special resolution by way of postal ballot.

18. Corporate Governance

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17,17A, 18,19, 20, 21,22, 23, 24, 25, 26, 27 and 46(2)

(b) to (i) b Para C, D b E of Schedule V are not applicable to the Company as paid up share capital doesn''t exceed ?10 Crore and net worth doesn''t exceed ?25 crore.

19. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research b Development Expansion b Diversification, Risk Management, Marketing Strategy, Safety b Environment Human Resource Development, significant changes in key financial ratios etc. in Annexure-A

20. Board Evaluation

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The above criteria are as per the Performance Evaluation Policy of the Company approved by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee.

21. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 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) Company being unlisted sub clause (e) of section 134(5) is not applicable.

(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.

22. Internal control systems and their adequacy

The Company has laid down an effective Internal Financial Control System.

All legal and statutory compliances are ensured on a monthly basis Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard

and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

23. Fraud Reporting

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

24. Extract of Annual Return

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is https://www.auiaratterce.in/annual-returns/.

25. Corporate Social Responsibilities (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to the constitution of the Corporate Social Responsibility Committee.

26. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo (A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: The steps taken or impact on conservation of energy;

The steps taken or impact on conservation of energy; Electricity	Current Year	Prev Year
Unit Consumption	1,84,151	148524
Total Amount	13,64,976	1140365
Average Cost	741	768
Own aeneration:	NA	NA.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

(iii) Capital investment on energy conservation equipment: Nil (B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: The Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products.

(ii) Benefits derived as a result of the above efforts, e g., product improvement, cost reduction, product development, import substitution, etc. The Company has not made any investment and taken any specific measure to reduce energy cost per unit. However, it intends to conserve energy for future generation.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: There is no technology imported during last three years as The Company''s operations do not require significant import of technology.

(a) Details of technology imported: Nil

♦ Internal Auditors

On recommendation of Audit Committee, the Board of Director has appointed M/s D V Shah b Associates, Chartered Accountants, Ahmedabad as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, for financial year ended 2024.

30. Credit Rating of Securities

The Company has not obtained any credit rating of its securities.

31. Details of failure to implement any corporate action:

Particulars	Regulation Number	Compliance status (Yes/No/NA)
Independent director(s) have been appointed in terms of specified criteria of ’independence’ and/or ’eligibility’	16(1)(b) & 25(6)	Yes
Board composition	17(1)	Yes
Meeting of Board of directors	17(2)	Yes
Review of Compliance Reports	17(3)	Yes
Plans for orderly succession for appointments	17(4)	Yes
Code of Conduct	17(5!	Yes
Fees/compensation	17(G)	Yes
Minimum Information	17(7)	Yes
Compliance Certificate	17(8)	Yes
Risk Assessment & Management	17(9)	Yes
Performance Evaluation of Independent Directors	17(10)	Yes
Composition of Audit Committee	18(1)	Yes
Meeting of Audit Committee	18(2)	Yes
Composition of nomination & remuneration committee	19(1) & (2)	Yes
Composition of Stakeholder Relationship Committee	20(1) & (2)	Yes
Composition and role of risk management committee	21(1),(2),(3),(4)	NA
Vigil Mechanism	22	Yes
Policy for related party Transaction	23(1).(5),(6).(7) & (8)	Yes
Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
Approval for material related party transactions	23(4)	NA
Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
Maximum Directorship & Tenure	25(1) & (2)	Yes
Meeting of independent directors	25(3) & (4)	Yes
Familiarization of independent directors	25(7)	Yes
Memberships in Committees	26(1)	Yes
Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3!	Yes
Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
Website	46(2)(b) to(i)	Yes

(b) Year of import: Nil

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo

Earnings Nil

Outgo ?23.737.00

27. Business Risk Management

Risk management is embedded in your company''s operating framework. Your company believes that managing risk helps in maximizing returns The company''s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

• Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking. Inventory management and proactive vendor development practices.

• Regulatory Risks

The company is exposed to risks attached to various statutes and regulations including the Companies Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

• Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities.

• Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for

investments in new business and capacity expansion etc.

28. Significant and material orders passed by the regulators or courts

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

29. Auditors:

♦ Statutory Auditors & their Report

At the Annual General Meeting held on 21/08/2020, M/s M.A. Shah b Co.. Chartered Accountants (FRN: F112630W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2024-2025.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor'' s Report are selfexplanatory.

♦ Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

♦ Secretarial Auditor

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed GKV & Associates, Practicing Company Secretary(ies), on 13/05/2023 to undertake the Secretarial Audit of the Company for the financial year ended 2024.

The Secretarial Audit Report Submitted by GKV & Associates, for the financial year ended 2024 in the prescribed form MR-3 is annexed to the report as Annexure B.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

32. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure C to this report.

Disclosures relating to remuneration and other details as reguired under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

However, none of the employees of the Company have received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

33. Statement regarding compliances of applicable Secretarial Standards

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India as approved by the Central Government.

34. GENERAL DISCLOSURE

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

(i) Issue of eguity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Schemes referred to in this Report.

(iii) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(iv) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code. 2016.

35. INSURANCE

All the insurable interests of the Company including inventories, buildings, plant and machinery are adequately insured against the risk of fire and other risks.

36. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Objective of a familiarization program is to ensure that the Independent Directors are updated on the business environment and overall operations of the Company. This enables the Independent Directors to make better informed decisions in the interest of the Company and its stakeholders.

In Compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc.

A familiarization program was conducted for Independent Directors on areas such as the core functions and operations of the Company, overview of the industry, financials and the performance of the Company by site visits to plant location.

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 atthe Workplace (Prevention, Prohibition b Redressal) Act. 2013. Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention. Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year:-

No. of complaints received : Nil No. of complaints disposed of: Nil No. of complaints pending : Nil No. of complaints unsolved : Nil

38. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a vigil mechanism (whistle blower policy) as per Regulation 22 of the Listing Regulation and Section 177 of the Companies Act. 2013 for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behaviour, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The said policy has also been uploaded on the Company''s website at http://auiaratterce.in/ Code-and-Policies

39. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

Section 148 of the Act read with the Companies (Cost Records and Audit) Rules. 2014 as amended from time to time was applicable to your company hence, your Company has maintained adequate cost records.

40. HUMAN RESOURCE

Your Company recognizes its employees as most valuable resource and ensures strategic alignment of Human Resource Initiatives and practices to business priorities and objectives. Its constant endeavour is to invest in Human Talent and Talent Management Processes to improve capabilities and potentials of human capital of the organization to cope with challenging business environment, varying needs of the customers and bring about customers delight by focusing on the Customers'' needs. Attracting, developing and retaining the right talent and keeping them motivated will continue to be a key strategic initiative and the organization continues to be focused on building up the capabilities of its people to cater to the business needs. Given growth plans of the Company, an important strategic focus is to continue to not only nurture its human capital, but also proactively focus on preparing all employees for the challenges of the future.

The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight. The Company always believes in maintaining mutually beneficial, healthy and smooth industrial relations with the employees

and the Unions which is an essential foundation for the success of any organisation. The proactive initiatives combined with fair Wage Settlements at Manufacturing Plants have ensured healthier and more transparent Industrial Relations based on foundation of mutual trust and co-operation.

41. Cautionary Statement

The statements contained in the Board''s Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

42. Acknowledgement

Your directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers and shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the company.

For b on behalf of the Board of Directors Gujarat Terce Laboratories Limited

Prajapati Natwarbhai Parsottam

DIN : 00031187 Chairman

R/o : 34, Raghukul Bunglows. Nr. Gulab Tower,, Sola Road Thaltej. Thaltej Gujarat India 380059

Date: 09/08/2024 Place: Ahmedabad

---

Mar 31, 2015

The Directors have pleasure in presenting the 30th Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS

2014-15 2013-14

Gross Income 26,80,79,109 29,41,22,481

Profit Before Interest and Depreciation 82,50,413 1,08,25,880

Finance Charges (41,10,679) (40,79,352)

Depreciation (15,83,139) (33,35,137)

Exceptional items (Dep. Written back due to change in method) 379,350 -

Net Profit Before Tax 29,35,945 34,11,391

Tax Expenses (20,22,600) (10,06,163)

Net Profit After Tax 9,13,345 24,05,228

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Net revenue from combined operations for the year ended 31st March, 2015 was Rs. 264,811,381/- representing a decrease of 8.20% over the previous year. Profit before tax for the year was at Rs. 29,35,945/- representing decrease of 13.94% over the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business

DIVIDEND

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account and an amount of Rs 9.13 Lacs has been retained in profit & loss Account.

CHANGES IN SHARE CAPITAL, IF ANY

There is no change in share capital of the Company during the Year.

MATERIAL CHANGES AND COMMITMENTS

Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the report, are nil

BOARD AND AUDIT COMMITTEE

During the Financial Year 2014-15, the Company held four meetings of the Board of Directors as per Section 173 of Companies Act, 2013 and four meetings of the Audit Committee.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details of the constitution and meetings of the Board and the Audit Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are given in Corporate Governance report which forms part of annual report.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is annexed as annexure-1.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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.

DIRECTORS and KMP

In accordance with the Clause 65 of the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Amritbhai Prajapati (DIN- 00699001) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment

During the current financial year the following changes have occurred in the constitution of directors of the company:

Sr. No. Name Designation Date of appointment

1. Mrs. Chhayaben Ashwinbhai Shah Non Executive Director 31/03/2015

Mrs. Chhayaben Ashwinbhai Shah holds the position till this AGM. The Board has issued the notice for her reappointment and recommends her resolution for the approval of the shareholders at AGM

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Kanubhai S. Patel, Mr. Jayntibhai S Prajapati and Mr. Gordhanbhai G. Patel have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 27/09/2014 for a term of 5 consecutive years on the Board of the Company and it is also proposed to appoint Ms. Chhayaben A. Shah as Independent Director of the Company w.e.f. 31st March, 2015 for a term of five consecutive years on the board of the Company.

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

FAMILIARIZATION PROGRAM

Since all independent directors are associated with the company for more than 5 (Five) years, the company has not conducted familiarization program for independent director.

AUDITORS AND REPORT THEREON

M/s USS & Associates, Chartered Accountants, Ahmedabad (FRN 122634W)retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 34thAGM

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

The Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

Remarks Explanation

Non-compliance of section 203 of the Companies Act, 2013 No Company Secretary like to join midsize Company.

The Secretarial Audit Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal.

DEPOSITS

The company has not accepted any deposits during the year. Information relating to deposits, covered under Chapter V of the Act is nil. There are no deposits which are not in compliance with the requirements of Chapter V of the Act

LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and approval of the Board of Directors was obtained wherever required. Transactions entered with the related parties are attached in form AOC-2 as Annexure-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of energy:

The company has not made any investment and taken any specific measure to reduce energy cost per unit. However, it intends to conserve energy for future generation.

B. Technology absorption:

There is no research and development activity carried out by the company.

C. Foreign exchange earnings and Outgo

Particulars Current Year Previous year

Earnings 10,10,396 10,32,820

Outgo - -

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems. Internal Audit Department has verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s. Pinakin Shah & Co., confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil

MATERIAL VARIATIONS

The material variations between the projections and the actual utilization/profitability are as follows: Nil

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied in words and spirit. The compliance on declaration of code of Conduct signed by Chairman and Managing Director of the Company is included as a part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-3 herewith for your kind perusal and information.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report forms part of this Annual Report.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

By order of the Board

Shri Natwarbhai Prajapati

Date : 14/08/2015 Chairman & Managing Director

Place: Ahmedabad DIN:00031187

Registered office:

122/2 Ravi Estate, Bileshwarpura,

Chhatral

Gandhinagar-382729

---

Mar 31, 2014

The Members,

The Directors are pleased to present the Twenty Ninth Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

Summary of the Financial Results [Rs in Lacs]

2013-14 2012-13

Gross Income 2941.22 8601.63

Depreciation 33.35 31.69

Profit/Loss after Depreciation 34.11 27.16

Tax- Current 4.40 5.17

Deferred 5.65 3.04

Profit/loss after tax 24.05 18.94

Financial Performance

Net Revenue from combined operations for the year ended March 31, 2014 was Rs 2884.63 lacs representing a decrease of 63.49 per cent over the previous year.

Profit before tax for the year was at Rs. 34.11 lacs representing an increase of 25.60 per cent over the previous year.

Appropriations Dividend

The Company has not recommended any dividend for current year.

Transfer to Reserves

The Board has recommended a transfer of Rs. (NIL) to General Reserve and an amount of Rs. 24.05 lacs has been retained in statement of Profit and Loss.

Listing of Shares

The Company''s share continues to remain listed with the Bombay Stock Exchange, where the shares are actively traded.

Management Discussion and Analysis

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah& Co., Ahmedabad [FCS: 2562], a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

Directors

Shri Natwarbhai P. Prajapati [DIN 00031187] retires at the 29thAnnual General Meeting and has offered himself for re- appointment. It is also proposed to appoint Shri Kanubhai S Patel [DIN 00031218], Shri Gordhanbhai G. Patel [DIN 00709521] and Shri Jayantibhai S Prajapati [DIN 02608139] as Independent Directors of the Company for a term up to five years, at the forthcoming Annual General Meeting.

Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposals for appointment of Independent Directors are mentioned in the explanatory statement to the Notice.

Statutory Disclosures:

Energy, Technology Absorption and Foreign Exchange

A. Conservation of Energy

a. The company has not made any investment [for energy conservation] and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

b. Part A pertaining to conservation of energy is applicable to the Company.

B. Technology Absorption

There is no Research and Development activity carried out by the Company.

C. Foreign Exchange Earnings and Outgo

The Company has earned total foreign exchange of Rs. 10.32 Lacs by way of exports in the year 2013-14 (7.24 lacs P.Y).

Personnel

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is nil.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

(b) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

(c) Proper and sufficient care has been taken 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;

(d) The annual accounts have been prepared on a going concern basis.

Cash Flow

A Cash Flow statement for the year ended on 31st March, 2014 is attached to the Balance Sheet.

Auditors

M/s. Pary & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 007288C] were appointed as the statutory auditors of the Company for ûnancial year 2013-14 at the 28thAnnual General Meeting of the Company held on 30/09/2013. M/s. Pary & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 007288C] have been the Auditors of the Company since 2009-10 and have completed a term of 5 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s. Pary & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 007288C], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors propose their reappointment as the statutory auditors of the Company. However they will be eligible for reappointment for a maximum period of five years to hold office from the conclusion of this Annual General Meeting.

Cost Audit

As per the requirements of Central Government and pursuant to Section 148 of the Companies Act, 2013, the audit of the cost accounts relating to Pharma and Metal sector is carried out. M/s Koushlya Melwani, Cost Accountants, Ahmedabad, was appointed as Cost Auditor relating to Metal and Pharma Division for the year ended on 31st March, 2014.

Explanation to comments on Auditors'' Report

i. Delay in payment of statutory dues:

The auditors have qualified their report in respect of delay in payment of certain dues. It is always our endeavor to pay all statutory dues within the prescribed limit. The delay, as reported was not intentional and was for a few days.

ii. Petition under Section 397 and 398 of the Companies Act, 1956:

The note of the Independent Auditor as mentioned at Clause (xxi) of Annexure two of the Independent Auditor''s Report is self- explanatory. The members are requested to refer point 1.28 of the Notes forming part of the Financial Statement wherein the sequence of events in respect to restoration of 4566 sq. mts. of factory land located at Block/ Survey no. 140, Ramnagar, Ta: Kalol, Dist: Gandhinagar were mentioned. Since, the fixed assets and other assets were restored to the Company there is no financial loss suffered by the Company. The Hon''ble Company Law Board, Mumbai has disposed off the matter with liberty to apply, if any difficulty arises in the implementation of the consent terms.

The necessary disclosures were also made to BSE vide intimation dated 14/08/2013, 31/10/2013, 14/02/2014 and 30/ 05/2014 .

Fixed Deposits

No fixed deposits were accepted from the public during the year. The Company does not have any unclaimed or overdue deposits as of date.

Insurance

The Company''s assets are adequately insured against major risks.

Acknowledgement

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, the medical fraternity and business partners, all of whom have contributed to the Company''s success.

For and on behalf of the Board

Place:Ahmedabad Shri Natwarbhai P. Prajapati Date :07/08/2014 Chairman & Managing Director

Registered Office: 122/2, Ravi Estate, Bileshwarpura, Chhatral Dist: Gandhinagar.

---

Mar 31, 2010

The Directors are pleased to present the Twenty Fifth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

2009-10 2008-09

(Rs. in Lac) (Rs. in Lac)

Gross Income 1872.42 1687.54

Profit before Depreciation & Tax 48.29 23.49

Depreciation 18.74 17.03

Profit after Depreciation 29.55 6.46

Tax- Current 4.28 5.84

Deferred 12.26 -2.22

Profit after tax 13.02 2.84

Profit brought forward from previous year. 49.74 46.91

Balance Carried To Balance Sheet 62.76 49.74

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance system of the Company is provided in the Annual Report.



DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act1956 the Board of Directors of the Company hereby state and confirm that: (i) in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) We have selected such accounting policies and applied them consistently 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 end of the financial year and of the profit or loss of the Company for that period;

(iii) We 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) We have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Kanubhai S. Patel and Shri Gordhanbhai G. Patel retire by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for reappointment.

AUDITORS AND AUDITORS REPORT:

The retiring Auditor M/s Pary & Co, Chartered Accountants, Ahmedabad has indicated their willingness to continue as auditor of the Company. It is proposed to reappoint M/s Pary & Co., Chartered Accountants, Ahmedabad as auditors of the Company till the conclusion of Twenty Sixth Annual General Meeting. The Company has received certificate from auditor to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956. EXPLANATION TO COMMENTS OF AUDITORS REPORT: The auditors have qualified their report in respect of retirement benefits, foreign currency transaction and doubtful debts.

a) The gratuity liability could not be worked out since company is not having the availability of actuary services.

b) The management has not considered the profit of exchange rate fluctuation under the principles of conservatism.

c) The provision for bad & doubtful debt is not made as the matters are under dispute.

d) The Company does not owe any amount to small & micro enterprise. FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

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

A. Conservation of Energy

I. The company has not made any investment [for energy conservation] and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

II. Part A pertaining to conservation of energy is applicable to the Company. Power and fuel consumption :

I. Electricity Current Year Previous Year

- Purchased

Unit 27360 12420

Total Amount 194426 96218

Average Cost 7.11 7.75

Per unit of Production 0.0154 0.0388

- Own generation: N.A.

NOTE : The Company has not used coal/furnace oil as fuel during the year and has not generated electricity internally.

B. Technology Absorption

There is no Research and Development activity carried out by the Company.

C. Foreign Exchange Earnings and Outgo:

The Company has earned total foreign exchange of Rs. 7.21 Lac by way of exports in the year 2009-10 and no amount was

spent on import of raw material, traveling expenses and other matters. PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time is nil. ACKNOWLEDGMENTS:

The Board expresses their appreciation for continued co-operation and support extended to the Company by Bank of Baroda and customers. The Board also thanks the Medical Profession, the Trade and Consumers for their patronage of the Companys products. The Board also records its deep appreciation of the creditable services rendered by the Companys employees at all levels.

For and on behalf of the Board of Directors

29th June, 2010 Registered office: 122/2, Ravi Estate, Shri N.P. Prajapati Bileshwarpura, Chhatral Dist: Gandhinagar Managing Director