Directors Report of Makers Laboratories Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 40^th Annual Report and Financial Statements for the year
ended 31st March, 2025.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS

	STANDALONE		CONSOLIDATED
	For the	For the	For the	For the
	year ended	year ended	year ended	year ended
	31.3.2025	31.3.2024	31.3.2025	31.3.2024
	(''Lacs)	(''Lacs)	(''Lacs)	(''Lacs)
Total Income	5386.81	5024.04	13263.76	10591.73
Profit / (Loss) before finance cost, depreciation and taxation	871.48	(260.93)	2027.25	258.12
Finance Cost	93.98	163.38	128.50	195.38
Depreciation & Amortisation	284.64	271.47	478.59	454.43
Exceptional items - Income / (Expenses)	-	-	(79.10)	-
Profit / (Loss) before tax	492.86	(695.78)	1341.06	(391.69)
Provision for taxation	28.75	(0.59)	250.31	89.37
Net Profit / (Loss) after Tax	464.11	(695.19)	1090.75	(481.06)
Less : Share of non-controlling interest	-	-	(341.68)	(145.35)
Profit for the period attributable to owners of the Company	-	-	749.07	(626.41)

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve.

FINANCIAL STATEMENTS

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS)
as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements
are also provided in the Annual Report.

CREDIT RATING

CARE Ratings has assigned the following ratings to the Company’s long term bank facilities of ''8.40 crores
(Reduced from ''12.00 crores) -

CARE BBB ; Stable (Re-affirmed).

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

On a standalone basis, the sales and other income for the financial year under report amounted to
'' 5386.81 lacs as compared with '' 5024.04 lacs for the previous year, growth of 7.22%.

On a standalone basis, the operations have resulted in a cash profit of '' 871.48 lacs before interest,
depreciation and taxation as compared to a cash loss of '' 260.93 lacs in the previous year. After
providing for depreciation, finance cost and provision for taxation, the standalone operations of the
Company have resulted in a net profit of '' 464.11 lacs as compared to a net loss of '' 695.19 lacs in the
previous financial year.

On a consolidated basis, sales and other income for the financial year under report amounted to
'' 13263.76 lacs as compared to 10591.73 lacs in the previous year. The consolidated operations have
resulted in a net profit (after share of non-controlling interest) of '' 749.07 lacs as compared to a net loss
(after share of non-controlling interest) of '' 626.41 lacs in the previous financial year.

Your Company markets generic formulations only in Indian market, which is highly competitive. The
generic formulations are mainly used by the dispensing doctors, nursing homes and hospitals. Due to
lower prevalence of acute diseases in the country during the financial year under report, there was lower
growth in the Company’s generic business. The demand for the liquid injectables manufactured by your
Company was also lower in the financial year under report due to above reason.

The depreciation charges, finance cost and other overheads relating to new ophthalmic eye drops
manufacturing facility of your Company situated at GIDC, Naroda, Ahmedabad, Gujarat, which was
commercialised in the later part of the financial year 2020-21, impacted the profitability of the Company
in the financial year under report. This manufacturing unit, apart from presently manufacturing few
products commercially for Indian market, is also currently engaged in the developing of ophthalmic eye
drops for rest of the world (ROW) markets. Product development, dossier registration, plant inspection
and approval by regulatory authorities is a lengthy and time consuming procedure.

As the commercial production from this manufacturing unit gradually increases, post commercialisation
of Company’s products for the ROW markets, the same shall result in improved financials of this
manufacturing unit. Your Board is happy to inform you that the Ministry of Industry and Trade
of the Russian Federation inspected this manufacturing facility in the month of May, 2023 and this
manufacturing facility has now received the Eurasian Economic Union (EAEU) RU GMP Certificate.
Two of the formulation dossiers filed are now registered and its is expected that manufacturing of
ophthalmic eye-drops will commence for the export market during the financial year 2025-26. Few more
formulation dossiers are under registration.

Your Company has also completed the upgradation / modernization / capacity enhancement project
of its old liquid injectable manufacturing facility situated at Plot No. 29/3, Phase III, GIDC Industrial
Estate, Naroda, Ahmedabad - 382330, Gujarat. This manufacturing unit is in the process of obtaining
registrations for its product dossiers from ROW countries to enable it to manufacture the products to
ROW markets.

During the year, the Company added few generic formulations in the market place as well as increased
its geographical coverage in the country through appointment of new distributors.

Kev Financial Ratios

		31st March, 2025	31st March, 2024
1.	Debtors Turnover Ratio	7.25	6.96
2.	Inventory Turnover Ratio	2.56	3.21
3.	Interest Coverage Ratio	9.27	(1.60)
4.	Current Ratio	1.19	0.81
5.	Debt Equity Ratio	0.03	0.26
6.	Operating Profit Margin (%)	16.18	(13.25%)
7.	Net Profit Margin (%)	8.62	(13.84%)
8.	Return on Net Worth	8.28	(13.51%)

Due to some improvement in the overall business, as well as profit made from sale of office building
situated at Kandivli Industrial Esate, Mumbai, there is improvement in the key financial ratios including
profitability ratios in the financial year under report vis-a-vis previous financial year.

(b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of
generic formulations will gradually increase in India. However, cut throat competition, quality issues of
generics manufactured in the country and non existence of organised generic formulations distribution
and retailing system are the few causes of concern that is hampering the growth of generic formulations
market in the country.

During the year under report, there was no change in the nature of Company’s business.

(c) Internal Control Svstems

The Company has an adequate internal control system including suitable monitoring procedures
commensurate with its size and the nature of the business. The internal control systems provide for all
documented policies, guidelines, authorisation and approval procedures. The statutory auditors while
conducting the statutory audit, review and evaluate the internal controls and their observations are
discussed with the Audit Committee of the Board.

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted quality culture across the organisation in all line and staff functions at all
the locations. The quality culture has helped your Company in achieving productivity improvement, cost
reduction and waste elimination through employee involvement at all levels.

Your Company had 131 permanent employees as at 31st March, 2025.

(e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the
meaning of applicable securities laws and regulations and actual results may differ materially from
those expressed or implied. Factors that would make differences to Company’s operations include
competition, price realisation, changes in government policies and regulations, tax regimes and
economic development within India.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31st March, 2025 is '' 590.04 lacs. The Company
currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Your Company has defacto control over the affairs of M/s. Resonance Specialties Ltd., a listed entity with
45.48% shareholding in the said company. Therefore, the Company treats Resonance Specialties Ltd. as its
subsidiary.

During the financial year under report, this subsidiary achieved a total income of ''7878.69 Lacs (previous
financial year ''5623.43 lacs) and net profit of ''656.62 lacs (previous financial year ''296.84 lacs).

research & DEVELOPMENT

During the year under report, the Company has spent an amount of ''12.20 lacs as R&D expenditure (0.28%
of the turnover) as against ''7.28 lacs spent in the previous financial year (0.14% of the turnover).

DIVIDEND

In order to conserve resources, the Board of Directors do not recommend any dividend for the financial year
under report.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred to the Investors Education and Protection Fund (IEPF) all the unpaid dividend
amount required to be so transferred on or before the due date for such transfer. The Company has also
transferred to IEPF, such of the Company’s equity shares in respect of which the dividend declared has not
been paid or claimed for seven consecutive years.

The details of the unpaid / unclaimed dividend for the last seven financial years are available on the website
of the Company (www.makerslabs.com).

The Company has appointed the Company Secretary as its nodal officer under the provisions of IEPF.
DIRECTORS

Mr. Nilesh Jain retires as a director by rotation at the ensuing Annual General Meeting and, being eligible,
offers himself for re-appointment.

The shareholders have approved the appointment of Ms. Dipti Shah as Independent director for a second
term of five years w.e.f 29th January, 2023 and Mr. R. K. P Verma as Independent Director of the Company
for a second term of five years w.e.f 13th February, 2024.

The Board of Directors at their meeting held on 26th May, 2025 have re-appointed Mr Vishal Jain as the
Independent Director of the Company for a further period of 5 consecutive years (second term) with effect
from 4th November, 2025 till 3rd November, 2030. This re-appointment is subject to the approval of the
shareholders at the ensuing Annual General Meeting by way of a special resolution.

Terms and conditions of their appointment as Independent Directors have been disclosed on the website of
the Company www.makerslabs.com.

The shareholders have also approved the appointment of Mr. Prashant Godha as Non-Executive, Non¬
Independent Director of the Company liable to retire by rotation with effect from 4th November, 2020.

y

Mr. Saahil Parikh, Whole-time Director was re-appointed as the Whole-time Director of the Company for a
further period of 3 years w.e.f. 11th August, 2023 at the meeting of the Board of Directors of the Company
held on 22nd May, 2023 which re-appointment was approved by the shareholders at the 38th Annual General
Meeting of the Company held on 14th August, 2023.

At the meeting of the Board of Directors of the Company held on 23rd May, 2024, Mr. Nilesh Jain was re¬
appointed as the Whole-time Director of the Company for a further period of 3 years with effect from 13th
February, 2025. This re-appointment was approved by the shareholders at the 39th Annual General Meeting
of the Company held on 6th August, 2024.

Mr. R. K. P. Verma, Ms. Dipti Shah and Mr. Vishal Jain who are independent directors have submitted
declaration that each of them meets the criteria of independence as provided in Section 149(6) of the
Companies Act, 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances
which may affect their status as independent directors during the year.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI
order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and
knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as being appointed is
furnished in the Report on Corporate Governance, annexed herewith.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year under report, the following persons are the Key Managerial Personnel:

Mr. Saahil Parikh - Wholetime Director / CEO

Mr. Nilesh Jain - Wholetime Director

Mr. Sandeep Kadam - Manager - Accounts / CFO

Ms. Piyush Ajmera - Company Secretary (appointed w.e.f 23.05.2024)

POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors’ appointment and
remuneration including criteria for determining qualifications, positive attributes and independence of a
Director. The following attributes/criteria for selection have been laid by the Board on the recommendation
of the Committee:

• the candidate should posses the positive attributes such as leadership, entrepreneurship, industrialist,
business advisor or such other attributes which in the opinion of the Committee the candidate possess
and are in the interest of the Company;

• the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the
Companies Act, 2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and

• the candidate should posses appropriate educational qualification, skills, experience and knowledge in
one or more fields of finance, law, management, sales, marketing, administration, research, corporate
governance, technical operations, infrastructure, medical, social service, professional teaching or such
other areas or disciplines which are relevant for the Company’s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of
independent directors, Board of Directors and Committees of the Board. The criteria for performance
evaluation is based on the various parameters like attendance and participation at meetings of the Board and
Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation,
review of financial statements, business performance and contribution to the enhancement of brand image
of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board
and all the Directors.

PROFICIENCY OF DIRECTORS

All the Independent Directors of the Company have registered their names in the database maintained by the
Indian Institute of Corporate Affairs, Manesar. Those Independent Directors who are not otherwise exempted
have appeared and passed the common proficiency test conducted by the said institute within the prescribed
time.

REMUNERATION POLICY

The objective and broad framework of the Company’s Remuneration Policy is to consider and determine the
remuneration, based on the fundamental principles of payment for performance, potential and growth. The
Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration
with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and
creating a linkage to corporate and individual performance and emphasising on line expertise and market
competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the
remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors,
subject to the approval of shareholders, where necessary. The level and composition of remuneration shall
be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other
employees of the quality required to run the Company successfully. The relationship of remuneration to
performance should be clear and meet appropriate performance benchmarks. The remuneration to directors,
key managerial personnel and senior management personnel should also involve a balance between fixed
and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company and its goals. The Remuneration Policy is placed on the Company’s website www.makerslabs.com.

Information about elements of remuneration package of individual directors is provided in the Annual Return
as provided under Section 92(3) of the Companies Act, 2013 which is placed on the website of the Company.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation program of independent directors are disclosed on the website of the Company
www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year March 31, 2025 and of the profit of the Company
for the financial year;

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

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE GOVERNANCE

As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the
Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such no
amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on
Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Natvarlal Vepari & Co. LLP, Chartered Accountants (Firm Registration No. 106971W) were re-appointed
as the Statutory Auditors to carry out statutory audit activities of the Company for a further period of 5 (five)
years from the conclusion of the 37th AGM of the Company and till completion of 42nd Annual General
Meeting of the Company and this appointment was approved by the shareholders of the Company at the 37th
Annual General Meeting of the Company held on 12th August, 2022.

The Auditors’ Report read with the notes to the accounts referred to therein are self-explanatory and therefore,
do not call for any further comments. There are no qualifications, reservations or adverse remarks made by
the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Kale & Associates, Cost
Accountants (Firm Registration. No. 001819) were appointed as the Cost Auditors to conduct audit of cost
records of the Company for the financial year 2024-25. They have expressed their inability to continue with
the Cost Audit engagement of the Company for the financial year 2024-25 due to the personal / domestic
reasons.

Thereafter, The Board of Directors on the recommendation of the Audit Committee at their meeting held on
18th April, 2025 have appointed M/s Poddar & Co., Cost Accountants (Firm Registration No. 101734), as the
Cost Auditors of the Company for the financial year 2024-25.

The Cost Audit Report for the financial year 2023-24, which was due to be filed with the Ministry of Corporate
Affairs by 24th October, 2024 was filed on the 23rd October, 2024.

The Company has maintained the cost accounts and cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013,
M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for
auditing the secretarial records of the Company for the financial year 2024-25.

The Secretarial Auditors’ Report is annexed hereto. There are no qualifications, reservations or adverse
remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility
(CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee
training programmes are carried out in the manufacturing facility on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions
of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments
made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and
were in the ordinary course of Company’s business.

The Board has approved a policy for related party transactions which has been uploaded on the website of the
Company https://www.makerslabs.com/pdf/Corporate Policv/Related Party Transactions.pdf.

All the related party transactions are placed before the Audit Committee as well as the Board for approval
on a quarterly basis. Omnibus approval was also obtained from the Audit Committee on an annual basis for
repetitive transactions. Approval of the shareholders is also obtained, wherever necessary, in this regard.

Related party transactions are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2
pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars
of the employees drawing remuneration and other details as set out in the said rules are provided as an
Annexure 3 in this annual report. The Company had no employee drawing remuneration in excess of the
amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The necessary information in respect of top 10 employees of the Company in terms
of remuneration drawn is furnished in the Annexure.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised,
the Annual Report excluding the aforesaid information under Explanation (2) to the above Rule is being sent
to the members of the Company. The said information is available for inspection at the registered office
of the Company during working hours excluding Saturdays and any member interested in obtaining such
information may write to the Company Secretary and the same will be furnished on request.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the
Company. The code also incorporates the duties of independent directors as laid down in the Companies Act,
2013. The said code of conduct is posted on Company’s website www.makerslabs.com. The Board members

and senior management personnel have affirmed compliance with the said code of conduct. A declaration
signed by the Wholetime Director / CEO is given at the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel has been denied access to the Chairman of
the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use
vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com.

PREVENTION OF INSIDER TRADING

The Board has adopted a Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The same has been placed on the website of the Company www.makerslabs.
com.

All the Directors, senior management employees and other employees who have access to the unpublished
price sensitive information of the Company are governed by this code. During the year under Report, there
has been due compliance with the said code of conduct for prevention of insider trading.

CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, Prohibition AND REDRESSAL) ACT, 2013

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of
Women at the Workplace and a Committee has been set-up to redress sexual harassment complaints
received, if any.

During the financial year under report, no complaint was received by this Committee.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk
Management Committee. The details of the Committee and its terms of reference are provided in the Report
on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the
going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing
particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and
outgo is furnished as Annexure 4 to this report.

ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is placed
on the website of the Company as part of Company’s Annual Report 2024-25.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation and support extended to the Company
by its bankers. Your Directors also place on record their appreciation of the continued hard work put in by
employees at all levels.

For and on behalf of the Board

Mumbai R. K. P. Verma

26^th May, 2025 Chairman

---

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Annual Report and Financial Statements for the year ended 31^st March, 2024.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS

	STANDALONE		CONSOLIDATED
	For the year ended 31.3.2024 (''Lacs)	For the year ended 31.3.2023 (''Lacs)	For the year ended 31.3.2024 (''Lacs)	For the year ended 31.3.2023 (''Lacs)
Total Income	5024.04	4368.40	10591.73	10355.38
Profit / (Loss) before finance cost, depreciation and taxation	(260.93)	(299.64)	258.12	552.42
Finance Cost	163.38	138.05	195.38	212.10
Depreciation & Amortisation	271.47	239.88	454.43	424.17
Profit / (Loss) before tax	(695.78)	(677.57)	(391.69)	(83.85)
Provision for taxation	(0.59)	(41.48)	89.37	135.30
Net Profit / (Loss) after Tax	(695.19)	(636.09)	(481.06)	(219.15)
Less: Share of non-controlling Interest	-	-	(145.35)	(255.93)
Net Profit / (Loss) after share of non-controlling interest	-	-	(626.41)	(475.08)

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve.

FINANCIAL STATEMENTS

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are also provided in the Annual Report.

CREDIT RATING

CARE Ratings has assigned the following ratings to the Company’s long term bank facilities of ''8.40 crores (Reduced from ''12.00 crores) :

CARE BBB ; Stable (Re-affirmed).

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

On a standalone basis, the sales and other income for the financial year under report amounted to ''5024.04 lacs as compared with ''4368.40 lacs for the previous year, growth of 15%.

On a standalone basis, the operations have resulted in a cash loss of ''260.93 lacs before interest, depreciation and taxation as compared to a cash loss of ''299.64 lacs in the previous year. After providing

A

for depreciation, finance cost and provision for taxation, the standalone operations of the Company have resulted in a net loss of ''695.19 lacs as compared to a net loss of ''636.09 lacs in the previous financial year.

On a consolidated basis, sales and other income for the financial year under report amounted to ''10591.73 lacs as compared to ''10355.38 lacs in the previous year. The consolidated operations have resulted in a net loss (after share of non-controlling interest) of ''626.41 lacs as compared to a net loss (after share of non-controlling interest) of ''475.08 lacs in the previous financial year.

Your Company markets generic formulations only in Indian market, which is highly competitive. The generic formulations are mainly used by the dispensing doctors, nursing homes and hospitals. Due to lower prevalence of acute diseases in the country during the financial year under report, for which diseases most of the generic formulations are used, there was lower growth in the Company’s generic business. The demand for the liquid injectables manufactured by your Company was also lower in the financial year under report due to above reason.

The depreciation charges, finance cost and other overheads relating to new ophthalmic eye drops manufacturing facility of your Company situated at GIDC, Naroda, Ahmedabad, Gujarat, which was commercialised in the later part of the financial year 2020-21, impacted the profitability of the Company in the financial year under report. This manufacturing unit, apart from presently manufacturing few products commercially for Indian market, is also currently engaged in the developing of ophthalmic eye drops for rest of the world (ROW) markets. Product development, dossier registration, plant inspection and approval by regulatory authorities is a lengthy and time consuming procedure.

As the commercial production from this manufacturing unit gradually increases, post commercialisation of Company’s products for the ROW markets, the same shall result in improved financials of this manufacturing unit. Your Board is happy to inform you that the Ministry of Industry and Trade of the Russian Federation inspected this manufacturing facility in the month of May, 2023 and this manufacturing facility has now received the Eurasian Economic Union (EAEU) RU GMP Certificate. Once the product dossier(s) filed from this manufacturing facility in Eurasian market gets approval, your Company can start manufacturing of Ophthalmic Eye Drops from this facility for Eurasian market.

Your Company in the last financial year also completed the upgradation/ modernization/capacity enhancement project of its old liquid injectable manufacturing facility situated at Plot No. 29/3, Phase III, GIDC Industrial Estate, Naroda, Ahmedabad - 382330, Gujarat, with a capital outlay of ''11.22 crores, so as to enable this manufacturing facility to be offered for WHO-GMP certification. This certification shall enable your Company to offer injectables manufactured at this manufacturing facility for marketing in various ROW countries, thus providing scope for exports. This facility upgradation/modernisation/ capacity enhancement project was completed by July, 2022. This manufacturing unit is in the process of obtaining registrations for its product dossiers from ROW countries to enable it to manufacture the products to ROW markets.

Apart from this, during beginning of the financial year under report, there was also substantial increase in the prices of several key active pharmaceutical ingredients used in the manufacturing of Company’s major selling generic formulations. Due to the price control regime, the increased raw material cost could not be passed on by the Company to its customers for several of its formulations. This coupled with inflationary trend in the economy resulting in increased operating cost also contributed in the reduction of margins in several products as well as lower overall business and profitability during the financial year under report. However, from the second half of the financial year under report, the raw material prices have started moderating.

During the year, the Company added few generic formulations in the market place as well as increased its geographical coverage in the country through appointment of new distributors.

Key Financial Ratios

		31st March, 2024	31st March, 2023
1.	Debtors Turnover Ratio	6.96	6.60
2.	Inventory Turnover Ratio	3.21	2.74
3.	Interest Coverage Ratio	(1.60)	(2.17)
4.	Current Ratio	0.81	0.92
5.	Debt Equity Ratio	0.30	0.19
6.	Operating Profit Margin (%)	(13.25%)	(15.38%)
7.	Net Profit Margin (%)	(13.84%)	(14.74%)
8.	Return on Net Worth	(13.51%)	(11.06%)

Due to lower generics business volume, idle capacity of eye drops manufacturing facility as well as lower demand for liquid injectbales due to lower prevalence of acute diseases in the country, for which diseases the generic formulations are commonly used, the topline of the Company got impacted which resulted in business loss and negative key financial ratios including profitability ratios in the financial year under report.

(b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organised generic formulations distribution and retailing system are the few causes of concern that is hampering the growth of generic formulations market in the country.

During the year under report, there was no change in the nature of Company’s business.

(c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorisation and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted quality culture across the organisation in all line and staff functions at all the locations. The quality culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company had 121 permanent employees as at 31^st March, 2024.

(e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities laws and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company’s operations include competition, price realisation, changes in government policies and regulations, tax regimes and economic development within India.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2024 is ''590.04 lacs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Your Company has defacto control over the affairs of M/s. Resonance Specialties Ltd., a listed entity with 45.48% shareholding in the said company. Therefore, the Company treats Resonance Specialties Ltd. as its subsidiary.

RESEARCH & DEVELOPMENT

During the year under report, the Company has spent an amount of ''7.28 lacs as R&D expenditure (0.14% of the turnover) as against ''9.16 lacs spent in the previous financial year (0.21% of the turnover).

DIVIDEND

In view of the losses incurred, the Board of Directors do not recommend any dividend for the financial year under report.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred to the Investors Education and Protection Fund (IEPF) all the unpaid dividend amount required to be so transferred on or before the due date for such transfer. The Company has also transferred to IEPF, such of the Company’s equity shares in respect of which the dividend declared has not been paid or claimed for seven consecutive years.

The details of the unpaid / unclaimed dividend for the last seven financial years are available on the website of the Company (www.makerslabs.com).

The Company has appointed the Company Secretary as its nodal officer under the provisions of IEPF. DIRECTORS

Mr. Saahil Parikh retires as a director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The shareholders have approved the appointment of Ms. Dipti Shah as Independent director for a second term of five years w.e.f 29^th January, 2023 and Mr. R. K. P Verma as Independent Director of the Company for a second term of five years w.e.f 13^th February, 2024 and Mr. Vishal Jain as Independent Director of the Company for a period of 5 years with effect from 4^th November, 2020. Terms and conditions of their appointment as Independent Directors have been disclosed on the website of the Company www.makerslabs.com.

The shareholders have also approved the appointment of Mr. Prashant Godha as Non-Executive, Non-Independent Director of the Company liable to retire by rotation with effect from 4^th November, 2020.

Mr. Saahil Parikh, Whole-time Director was re-appointed as the Whole-time Director of the Company for a further period of 3 years w.e.f. 11^th August, 2023 at the meeting of the Board of Directors of the Company held on 22^nd May, 2023 which re-appointment was approved by the shareholders at the 38^th Annual General Meeting of the Company held on 14^th August, 2023.

At the meeting of the Board of Directors of the Company held on 23^rd May, 2024, Mr. Nilesh Jain was re-appointed as the Whole-time Director of the Company for a further period of 3 years with effect from 13^th February, 2025. This re-appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

Mr. R. K. P. Verma, Ms. Dipti Shah and Mr. Vishal Jain who are independent directors have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance, annexed herewith.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year under report, the following persons were the Key Managerial Personnel:

Mr. Saahil Parikh - Wholetime Director / CEO

Mr. Nilesh Jain - Wholetime Director

Mr. Sandeep Kadam - Manager - Accounts / CFO

Ms. Surbhi Sharma - Company Secretary (upto 13^th March, 2024)

Ms. Surbhi Sharma resigned as the Company Secretary during the financial year under report. In her place, the Company has now appointed Mr. Piyush Ajmera as the Company Secretary and Compliance Officer w.e.f 23^rd May, 2024.

POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

• the candidate should posses the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

• the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and

• the candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company’s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

PROFICIENCY OF DIRECTORS

All the Independent Directors of the Company have registered their names in the database maintained by the Indian Institute of Corporate Affairs, Manesar. Those Independent Directors who are not otherwise exempted have appeared and passed the common proficiency test conducted by the said institute within the prescribed time.

REMUNERATION POLICY

The objective and broad framework of the Company’s Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, potential and growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy is placed on the Company’s website www.makerslabs.com.

Information about elements of remuneration package of individual directors is provided in the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is placed on the website of the Company.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation program of independent directors are disclosed on the website of the Company www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2024 and of the loss of the Company for the financial year;

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

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE GOVERNANCE

As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Natvarlal Vepari & Co., Chartered Accountants (Firm Registration No. 106971W) were re-appointed as the Statutory Auditors to carry out statutory audit activities of the Company for a further period of 5 (five) years from the conclusion of the 37^th AGM of the Company and till completion of 42^nd Annual General Meeting of the Company and this appointment was approved by the shareholders of the Company at the 37^th Annual General Meeting of the Company held on 12^th August, 2022.

The Auditors’ Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Kale & Associates, Cost Accountants (Firm Registration. No. 001819) were appointed as the Cost Auditors to conduct audit of cost records of the Company for the financial year 2023-24.

The Cost Audit Report for the financial year 2022-23, which was due to be filed with the Ministry of Corporate Affairs by 25^th October, 2023 was filed on the 20^th October, 2023.

The Company has maintained the cost accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-24.

The Secretarial Auditors’ Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facility on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of Company’s business.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company https://www.makerslabs.com/pdf/Corporate Policv/Related Party Transactions.pdf.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee on an annual basis for repetitive transactions. Approval of the shareholders is also obtained, wherever necessary, in this regard.

Related party transactions are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure 3 in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The necessary information in respect of top 10 employees of the Company in terms of remuneration drawn is furnished in Annexure.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information under Explanation (2) to the above Rule is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code also incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website www.makerslabs.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Wholetime Director / CEO is given at the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com.

PREVENTION OF INSIDER TRADING

The Board has adopted a Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.makerslabs.com.

All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the Workplace and a Committee has been set-up to redress sexual harassment complaints received, if any.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 4 to this report.

ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is placed on the website of the Company as part of Company’s Annual Report 2023-24.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation and support extended to the Company by its bankers. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai R. K. P Verma

23^rd May, 2024 Chairman

---

Mar 31, 2017

The Directors have pleasure in presenting the 32^nd Annual Report and Financial Statements for the year ended 31^st March, 2017.

FINANCIAL RESULTS

	For the year ended	For the year ended
	31.3.2017	31.3.2016
	(Rs. Lacs)	(Rs. Lacs)
Total Income	5861.53	6202.84
Profit before finance cost, depreciation and taxation	650.33	507.37
Less : Finance Cost	27.77	32.01
Depreciation & Amortization	108.44	125.02
Profit before tax	514.12	350.34
Provision for taxation
Current	132.00	140.00
Deferred	30.06	(15.43)
Tax provision for earlier years	-	(4.84)
Net Profit after Tax	352.06	230.61

TRANSFER TO RESERVES

The Company proposes to transfer Rs.100 lacs to the general reserve.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs.5861.53 lacs as compared with Rs.6202.84 lacs for the previous year, degrowth of 6%. The decrease in the income is mainly on account of lower price realization in few generic formulations marketed due to competitive nature of the market and also due to reduction in the selling prices of many formulations due to price reductions made under the drug pricing regime in the country.

During the financial year under report, the Company sold its bulk drugs manufacturing unit situated at MIDC, Dombivili (East), District - Thane. The profit made on sale of this manufacturing unit amounted to Rs.79.09 lacs (before tax).

During the financial year under report, the operations of the Company have resulted in a net profit of Rs.352.06 lacs as compared to a net profit of Rs.230.61 lacs in the previous financial year. The increase in the net profit is mainly on account of profit made on sale of Company’s bulk drugs manufacturing unit situated at MIDC, Dombivili (East), District - Thane and also due to rationalization of operating costs.

(b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organized generic formulations distribution and retailing system are a cause of concern and is hampering the growth of generic formulations market.

During the year under report, there was no change in the nature of Company’s business.

(c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted quality culture across the organization in all line and staff functions at all the locations. The quality culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company had 95 permanent employees as at 31^st March, 2017.

(e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company’s operations include competition, price realization, changes in government policies and regulations, tax regimes and economic development within India.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2017 is Rs.491.70 lacs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture company.

RESEARCH & DEVELOPMENT

During the year under report, the Company has started Research & Development (R&D) activities at Company’s manufacturing unit situated at GIDC Industrial Estate, Naroda, Ahmedabad 382 330 (Gujarat). The Company is currently focussing on development of ophthalmic range of formulations at its new R&D Centre.

During the year under report, the Company has spent an amount of Rs.37.81 lacs as R&D expenditure (Rs. 35.60 lacs towards installation of R&D equipments and Rs.2.21 lacs towards R&D revenue expenses).

DIVIDEND

Your directors are pleased to recommend a equity dividend of Rs.1.00 per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs.49.17 lacs and dividend tax amounting to Rs.10.01 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Mr. Saahil Parikh retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Saahil Parikh is also being re-appointed as the Whole-time Director of the Company for a further period of 3 years with effect from 11^th August, 2017 and the necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh have been appointed as Independent Directors for a period of five years till 31^st March, 2019 at the annual general meeting held on 28^th July, 2014.

Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent directors during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the Company has appointed following persons as Key Managerial Personnel:

Mrs. Purnima Jain – Whole-time Director/CEO

Mr. Saahil Parikh - Whole-time Director / CFO

Ms. Khyati Danani - Company Secretary

During the year, Ms. Khushbu Thakkar, Company Secretary resigned from the services of the Company w.e.f. 15^th June, 2016 and in her place Ms. Khyati Danani was appointed as the Company Secretary w.e.f 9^th August, 2016.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges in case of appointment as an independent director; and

- the candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company’s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

REMUNERATION POLICY

The objective and broad framework of the Company’s Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors are disclosed on the website of the Company www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2017 and of the profit of the Company for the financial year;

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

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE GOVERNANCE

As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Agarwal & Mangal., Chartered Accountants (Firm Registration No. 100061W), retire as auditors of the Company under the provisions of Section 139 of the Companies Act, 2013. They are not eligible for re-appointment as the auditors of the Company under the provisions of Section 139 (2) of the Companies Act, 2013. The Board places on record its appreciation for the services rendered by M/s. Agarwal & Mangal, Chartered Accountants as the Statutory Auditors of the Company for all these years.

In their place, it is proposed by the Company to appoint M/s. Natvarlal Vepari & Co., Chartered Accountants (Firm Registration No. 106971W) as the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Company’s 37^th Annual General Meeting and the necessary resolution in this regard is proposed to be passed by the members of the Company at the ensuing Annual General Meeting.

The Auditors’ Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Kale & Associates, Cost Accountants (Firm Registration. No. 101144) were appointed as the Cost Auditors to conduct audit of cost records of the Company for the financial year 2016-17.

The Cost Audit Report for the financial year 2015-16, which was due to be filed with the Ministry of Corporate Affairs by 26^th October, 2016 was filed on 25^th October, 2016.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2016-17.

The Secretarial Auditors’ Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facility on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of Company’s business.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company http://www.makerslabs.com/pdf/Corporate_Policy /Related_Party_Transactions.pdf.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions. Resolution of the shareholders is also obtained, wherever necessary, in this regard.

Related party transactions are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure 3 in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The necessary information in respect of top 10 employees of the Company in terms of remuneration drawn is furnished in Annexure 3.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Company’s website www.makerslabs.com.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website www.makerslabs.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Whole time Director / CEO is given at the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com.

PREVENTION OF INSIDER TRADING

The Board at its meeting held on 29^th May, 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.makerslabs.com.

All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 4 to this report.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is furnished as Annexure 5 to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by its bankers. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai Purnima Jain Saahil Parikh

11^th May, 2017 Whole time Director Whole time Director

---

Mar 31, 2016

TO THE MEMBERS

The Directors have pleasure in presenting the 31^st Annual Report and Financial Statements for the year ended 31^st March, 2016.

FINANCIAL RESULTS

For the year ended For the year ended

	31.3.2016	31.3.2015
	(Rs. Lacs)	(Rs. Lacs)
Sales and other Income (net of excise duty & sales tax)	6202.84	6537.97
Profit before finance cost, depreciation and taxation	507.37	530.94
Less : Finance Cost	32.01	38.24
Depreciation & Amortization	125.02	152.71
Profit before tax	350.34	339.99
Provision for taxation
Current	140.00	110.00
Deferred	(15.43)	(7.72)
Tax provision for earlier years	(4.84)	2.52
Net Profit after Tax	230.61	235.19
YOUR DIRECTORS RECOMMEND THE FOLLOWING
APPROPRIATIONS
Surplus in Statement of Profit & Loss as per last Balance Sheet	559.44	487.21
Net Profit for the year	230.61	235.19
Less:
Depreciation on assets which have completed the useful life (Net of deferred tax)	-	3.78
Transfer to General Reserve	100.00	100.00
Proposed dividend	49.17	49.17
Tax on Proposed Dividend	10.01	10.01
Balance as at year end	630.87	559.44

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 100.00 lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 630.87 lacs is proposed to be retained in the Statement of profit and loss.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs. 6202.84 lacs as compared with Rs. 6537.97 lacs for the previous year, de growth of 5%. The decrease in the income is mainly on account of reduction in selling prices of few generics products and rationalization of products portfolio and sales territories as well as closure during the year of Company’s APIs manufacturing unit situated at A-163, Phase I, MIDC, Dombivli (East) - 421203, District - Thane, Maharashtra.

During the financial year under report, the operations of the Company resulted in a net profit of Rs. 230.61 lacs as compared to a net profit of Rs. 235.19 lacs in the previous financial year.

During the year under Report, the Company closed down its bulk drugs manufacturing unit situated at A-163, Phase I, MIDC, Dombivli (East) - 421203, District - Thane, Maharashtra due to space constraints in safely handling manufacturing operations and for storage of solvents and materials. This manufacturing unit consisting of leasehold land admeasuring about 750 sq mtrs along with buildings/ sheds standing thereon was sold by the Company in the month of April, 2016 at a consideration of Rs. 130 lacs. The plant and machineries of this manufacturing unit were also sold/scrapped in the month of April, 2016.

(b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organized generic formulations distribution and retailing system are a cause of concern and is hampering the growth of generic formulations market.

During the year under report, there was no change in the nature of Company’s business.

(c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted TQM culture across the organization in all line and staff functions at all the locations. The TQM culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company has 108 permanent employees as at 31^st March, 2016.

(e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company’s operations include competition, price realization, changes in government policies and regulations, tax regimes and economic development within India.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2016 is Rs. 491.70 lacs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture company.

DIVIDEND

Your directors are pleased to recommend a equity dividend of Rs. 1.00 per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 49.17 lacs and dividend tax amounting to Rs. 10.01 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Ms. Purnima Jain retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh have been appointed as Independent Directors for a period of five years till 31^st March, 2019 at the annual general meeting held on 28^th July, 2014.

Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under report, the Company has appointed following persons as Key Managerial Personnel:

Mrs. Purnima Jain - Wholetime Director/CEO

Mr. Saahil Parikh - Wholetime Director / CFO

Ms. Khushbu Thakkar - Company Secretary

There was no change in the Key Managerial Personnel during the financial year.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should posses the positive attributes such as Leadership, Industrialist, Business Advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act,

2013 and Listing Agreement entered into with Stock Exchanges in case of appointment as an independent director;

- the candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company’s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

REMUNERATION POLICY

The objective and broad framework of the Company’s Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential and for growth.

The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasizing on line expertise and market competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors are disclosed on the website of the Company www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2016 and of the profit of the Company for the financial year;

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

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has voluntarily complied with the requirements of Corporate Governance in all material aspects, though the requirements of complying with the Corporate Governance provisions were not applicable to the Company since the Company’s paid-up equity share capital was less than Rs. 10 crores and the net worth was less than Rs. 25 crores, as on the last day of the previous financial year ended 31^st March, 2015.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Agarwal & Mangal (Firm Registration No. 100061W), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

The Auditors’ Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Kale & Associates, Cost Accountants (Firm Registration. No. 101144) were appointed as the Cost Auditors to conduct audit of cost records of the Company for the financial year 2015-16.

The Cost Audit Report for the financial year 2014-15, which was due to be filed with the Ministry of Corporate Affairs by 27^th October, 2015 was filed on 21^st October, 2015.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2015-16.

The Secretarial Auditors’ Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of Company’s business.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.makerslabs.com/pdf/Corporate_Policy /Related_Party_Transactions.pdf).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure 3 in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website www.makerslabs.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Whole time Director / CEO is given at the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board at its meeting held on 29^th May, 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.makerslabs.com.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 4 to this report.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is furnished as Annexure 5 to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by its bankers. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai Purnima Jain Saahil Parikh

27^th May, 2016 Whole time Director Whole time Director

---

Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting the 30th Annual Report and Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS For the year ended For the year ended 31.3.2015 31.3.2014 (Rs. Lacs) (Rs. Lacs)

Sales and other Income (net of excise duty & sales tax) 6609.56 6892.03

Profit before financial cost, Depreciation and taxation 530.94 258.98

Less : Financial Cost 38.24 42.88

Depreciation & Amortisation 152.71 97.35

Profit/(Loss) before tax 339.99 118.75

Provision for taxation

Current 110.00 58.00

Deferred (7.72) 1.59

Tax provision for earlier years 2.52 (0.40)

Net Profit/(Loss) after Tax 235.19 59.56

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Statement of Profit & Loss as per last Balance Sheet 487.21 427.65

Net Profit /(Loss)for the year 235.19 59.56

Less:

Depreciation on assets which have completed the useful life (Net of deferred tax) 3.78 -

Transfer to General Reserve 100.00 -

Proposed dividend 49.17 -

Tax on Proposed Dividend 10.01 -

Balance as at year end 559.44 487.21

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 100 lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 559.44 lacs is proposed to be retained in the statement of profit and loss.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs. 6609.56 lacs as compared with Rs. 6892.03 lacs for the previous year, degrowth of 4%. The decrease in the income is mainly on account of reduction in selling prices of few products and rationalization of products portfolio and sales territories.

During the financial year under report, the operations of the Company resulted in a net profit of Rs. 235.19 lacs as compared to a net profit of Rs. 59.56 lacs in the previous financial year, a growth of 295%. Rationalization of sales territories and field operations helped the Company in increasing its profitablity.

(b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organised generic formulations, distribution and retailing system are a cause of concern and is hampering the growth of generic formulations market.

During the year under report, there was no change in the nature of Company's business.

(c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorisation and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

(d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted TQM culture across the organisation in all Line and Staff functions at all the locations. The TQM culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company has 140 permanent employees as at 31st March, 2015.

(e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company's operations include competition, price realisation, changes in government policies and regulations, tax regimes and economic development within India.

MATERIAL Changes AND COMMITMENTS AFTER The END OF The FINANCIAL YEAR

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

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31st March, 2015 is Rs. 491.70 lacs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture or associate company.

DIVIDEND

Your directors are pleased to recommend a equity dividend of Rs. 1.00 per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 49.17 lacs and dividend tax amounting to Rs. 10.01 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Mr. Saahil Parikh retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Prashant Godha resigned as a Director of the Company due to his other professional pre-occupations with effect from close of business hours on 27th May, 2014. The Board places on record its sincere appreciation for the services rendered to the Company by Mr. Prashant Godha during his tenure as a Director.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 28th July, 2014.

Mr. K. C. Jain, Mr. S. V. Loyalka and Dr. Rajeshwar Singh, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under report, the Company has appointed following persons as Key Managerial Personnel:

Mrs. Purnima Jain - Wholetime Director/CEO

Mr. Saahil Parikh - Wholetime Director / CFO

Ms. Khushbu Thakkar - Company Secretary

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should posses the positive attributes such as Leadership, Industrialist, Business Advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges in case of appointment of an independent director;

- the candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

REMUNERATION POLICY

The objective and broad framework of the Company's Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors are disclosed on the website of the Company www.makerslabs.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) t hat your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2015 and of the profit of the Company for the financial year;

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

iv) that your Directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet. AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Agarwal & Mangal (Firm Registration No. 100061W), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

The Auditors' Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Kale & Associates, Cost Accountants (Firm Registration. No. 101144) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2014-15.

The Cost Audit Report for the financial year 2013-14, which was due to be filed with the Ministry of Corporate Affairs by 27th September, 2014 was filed on 23rd September, 2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-15.

The Secretarial Auditors' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of Company's business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered material.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.makerslabs.com/pdf/Corporate_Policy /Related_Party_Transactions.pdf).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard - AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure 3 in this annual report.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company's website www.makerslabs.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Wholetime Director / CEO is given at the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blowing Policy is posted on the website of the Company www.makerslabs.com

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board at its meeting held on 29th May, 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.makerslabs.com.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY The REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 4 to this report.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is furnished as Annexure 5 to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by its bankers. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board Mumbai Purnima Jain Saahil Parikh 29th May, 2015 Wholetime Director Wholetime Director

---

Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the 28th Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

For the year ended For the year ended

31.3.2013 31.3.2012 (Rs.Lacs) (Rs.Lacs)

Sales and other Income (net of excise duty & sales tax) 6314.16 6300.23

Profit before financial cost, depreciation and taxation 543.97 161.11

Less : Financial Cost 94.03 123.87

Depreciation 101.11 101.76

Profit/(Loss) before tax 348.83 (64.52)

Provision for taxation Current 82.00 0.05

Deferred 22.69 (8.91)

Tax provision for earlier years - 1.55

Net Profit/(Loss) after Tax 244.14 (57.21)

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 183.51 240.72

Net Profit /(Loss)for the year 244.14 (57.21)

Less:

Transfer to General Reserve - -

Dividend - -

Balance as at year end 427.65 183.51

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith.

DIVIDEND

Looking into the current business uncertainty in the generics market place and continuous inflationary trend in the economy putting pressure on input costs including wage bill as well as in order to conserve resources, no dividend payment has been proposed by the Board for the financial year under report.

DIRECTORS

Mr. K. C. Jain and Dr. Rajeshwar Singh retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit of the Company for the year;

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

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

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

AUDITORS AND AUDIT REPORT

M/s Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re-appointment.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. Kale & Associates, Cost Accountants (Regn. No. 101144) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2012-13.

The Cost Audit Report for the financial year 2011-12, which was due to be filed with the Ministry of Corporate Affairs on or before 28th February, 2013, was filed on 28th February, 2013.

PARTICULARS OF EMPLOYEES

There were no employees employed by the Company and covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai K. C.Jain Purnima Jain

29th May, 2013 Director Wholetime Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

For the year ended For the year ended

31.3.2012 31.3.2011

(Rs.Lacs) (Rs.Lacs)

Sales and other Income (net of excise duty & sales tax) 6300.23 5466.37

Profit before financial cost, Depreciation and taxation 161.11 690.25

Less : Financial Cost 123.87 106.59

Depreciation 101.76 70.46

Profit/(Loss) before tax (64.52) 513.20

Provision for taxation

Current 0.05 150.00

Deferred (8.91) 17.76

Less: Short Tax provision of earlier years 1.55 -

Net Profit/(Loss) after Tax (57.21) 345.44

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 240.72 252.43

Net Profit /(Loss)for the year (57.21) 345.44

Less:

Transfer to General Reserve - 300.00

Dividend - 49.17

Tax on Dividend - 7.98

Balance as at year end 183.51 240.72

Management Discussion and Analysis

a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs. 6300.23 lacs as compared with Rs. 5466.37 lacs for the previous year, a growth of 15.25%.

During the financial year under report, the Company has incurred a net loss of Rs.57.21 lacs as compared to a net profit after tax of Rs. 345.44 lacs in the previous financial year.

The Company is continuously adding new products and improving the distribution channel in the Indian market. However, pricing pressure in generic formulations business due to severe competition coupled with all-round increase in input costs due to inflationary pressure impacted the overall margins resulting into losses incurred during the financial year under report.

b) Opportunities, Threats, Risk and Concerns

The Indian generic formulations market is currently in the growth phase. It is expected that use of generic formulations will gradually increase in India. However, cut throat competition, quality issues of generics manufactured in the country and non existence of organized generic formulations distribution and retailing system are a cause of concern and is hampering the growth of generic formulations market.

c) Internal Control Systems

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

d) Human Resources

Your Company continued to have cordial and harmonious relations with its employees at all levels.

Your Company has adopted TQM culture across the organization in all Line and Staff functions at all the locations. The TQM culture has helped your Company in achieving productivity improvement, cost reduction and waste elimination through employee involvement at all levels.

Your Company has 236 permanent employees as at 31st March, 2012.

e) Cautionary Statement

Certain statements in the Management Discussion and Analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company's operations include competition, price realization, changes in government policies and regulations, tax regimes and economic development within India.

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith

DIVIDEND

In view of the losses incurred during the financial year under report, no dividend payment has been proposed by the Board.

DIRECTORS

Ms. Purnima Jain and Mr. Prashant Godha retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

At the meeting of the Board of Directors of the Company held on 10th August, 2011, Mr. Saahil U. Parikh was appointed as an Additional Director and designated as Whole time Director of the Company with effect from 11th August, 2011.

Mr. Prashant Godha resigned as the Executive Director of the Company w.e.f 10th August, 2011. However, he will continue as Non-Executive, Non-Whole time Director of the Company.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as Director appointed is furnished in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the loss of the Company for the year;

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

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

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

AUDITORS AND AUDIT REPORT

M/s Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re- appointment.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. Sevekari, Khare & Associates, Cost Accountants (Regn. No. 00084) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2011-12.

The Cost Audit Report for the financial year 2010-11, which was due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the financial year, was filed on 27th September, 2011.

PARTICULARS OF EMPLOYEES

There were no employees employed by the Company and covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai K. C. Jain Purnima Jain

30th May, 2012 Director Whole time Director

---

Mar 31, 2011

The Directors have pleasure in presenting the 26th Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

For the year ended For the year ended 31.3.2011 31.3.2010 (Rs.Lacs) (Rs.Lacs)

Sales and other Income (net of excise duty & sales tax) 5421.27 4631.33 Profit before financial cost, Depreciation and taxation 648.06 527.95

Less: Financial Cost 64.40 45.74

Depreciation 70.46 17.94

Profit before tax 513.20 464.27

Less: Provision for taxation

Current 150.00 181.00

Deferred 17.76 0.63

Less: Short Tax provision of earlier years - 2.90

Net Profit after Tax 344.44 279.74

ADJUSTMENTS

Balance of profit brought forward 252.43 123.36

Amount Available for Appropriation 597.87 403.10

APPROPRIATIONS

General Reserve 300.00 100.00

Proposed Dividend 49.17 43.45

Tax on dividend 7.98 7.22

Balance carried forward to Balance Sheet 240.72 252.43

597.87 403.10

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith

DIVIDEND

Your directors are pleased to recommend a equity dividend of Re. 1/- per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 49.17 lacs and dividend tax amounting to Rs. 7.98 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Dr. Rajeshwar Singh and Mr. S. V. Loyalka retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the profit of the Company for the year;

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

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

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

AUDITORS AND AUDIT REPORT

M/s Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re- appointment.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS OF EMPLOYEES

There were no employees employed by the Company and covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

K.C.Jain Prashant Godha Director Executive Director

Mumbai 20th May, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report and Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS



For the year ended For the year ended

31.03.2010 31.03.2009

(Rs. Lacs) (Rs. Lacs)

Sales and other Income

(net of excise duty & sales tax) 4631.33 4233.22

Profit before financial

cost, Depreciation and taxation 527.95 425.91

Less: Financial Cost 45.74 48.36

Depreciation 17.94 13.04

Profit before tax 464.27 364.51

Less: Provision for taxation

Current 181.00 131.00

Deferred 0.63 (9.77)

Fringe Benefit Tax - 8.05

Tax provision of earlier years 2.90 0.49

Profit after Tax (before

exceptional item) 279.74 234.74

Add: Exceptional Item

Depreciation of previous

year written back - 3.88

Net Profit 279.74 238.62

ADJUSTMENTS

Balance of profit

brought forward 123.36 304.12

Amount Available for

Appropriation 403.10 542.74

APPROPRIATIONS

General Reserve 100.00 419.38

Proposed Dividend 43.45 -

Tax on dividend 7.22 -

Balance carried forward to

Balance Sheet 252.43 123.36

403.10 542.74

COMPLIANCE CERTIFICATE

A compliance certificate under section 383A of the Companies Act, 1956, received from the Company Secretary in whole time practice is attached herewith.

DIVIDEND

Your Directors are pleased to recommend a equity dividend of Re. 1/- per share (10%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 43.45 lacs and dividend tax amounting to Rs. 7.22 lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Mr. Prashant Godha and Mr. K.C. Jain retire as directors by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profit of the Company for the year;

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

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

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

AUDITORS AND AUDIT REPORT

M/s. Agarwal & Mangal, Chartered Accountants, retire as auditors and, being eligible, offer themselves for re- appointment.

The Auditors’ Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS OF EMPLOYEES

Information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Registered Office of the Company.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure I.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the co-operation and support extended to the Company by Axis Bank Ltd. Your Directors also place on record their appreciation of the continued hard work put in by employees at all levels.





For and on behalf of the Board

Mumbai, K. C. Jain Prashant Godha

31st May, 2010 Director Executive Director