Directors Report of Morepen Laboratories Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 40 ^th Annual Report on business, operations, and achievements of the company together with the audited financial statements for the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS				('' in Lakhs)
Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Sales	180373.48	168213.43	154694.35	152943.38
Other Operating Income	784.10	829.82	759.18	815.97
Other Income	1836.37	1397.08	1571.96	1256.57
Total Income	182993.95	170440.33	157025.49	155015.92
Operating Surplus	19243.40	17259.54	16913.06	17438.47
Finance cost	834.29	371.02	710.29	350.94
Cash Surplus	18409.12	16888.52	16202.77	17087.53
Non-Cash Items:
Depreciation & Amortisation	2898.17	3346.95	2444.21	2189.98
Profit before Tax	15510.94	13541.57	13758.56	14897.55
Tax - Current Year	3236.69	3932.22	3128.33	3856.64
Tax - Earlier Years	-	(9.03)	-	(9.04)
Deferred Tax	472.71	(43.65)	472.71	43.65
Profit after Tax before non-controlling interest	11801.54	9662.03	10157.52	11093.60
Less: Non - controlling interest	(0.50)	46.04	-	-
Profit after Tax and non-controlling interest	11802.04	9615.99	10157.52	11093.60
Other Comprehensive Income (Net of Tax)	25.37	(184.18)	17.23	(202.59)
Total Comprehensive Income	11827.41	9431.81	10174.75	10891.01
EPS (Basic) & Diluted	2.20	1.88	1.90	2.17
Note : Figures in brackets represent negative numbers.

REVIEW OF PERFORMANCE

During the current financial year, the company recorded a consolidated revenue growth of 7.37 percent, with total revenue reaching ''182993.95 Lakhs compared to ''170440.33 Lakhs in the previous year. This growth was primarily driven by strong double-digit performance in both the Medical Devices and consolidated Formulation & Over the Counter (''OTC'') businesses.

The overall growth was tempered by the modest performance of the Active Pharmaceutical Ingredients (''API'') segment, which recorded a growth of only 3.24 percent, compared to the robust 14.15 percent growth achieved in the previous financial year.

The company also achieved an 11.05 percent increase in export revenues, totalling ''71027.89 Lakhs, up from ''63959.19 Lakhs in the previous year. This growth was largely attributed to strong contributions from the Europe and Asia Pacific markets. The domestic business continued to perform steadily, reporting a 4.88 percent growth for the year.

API business recorded revenue growth of 3.24 percent whereas devices business grew up by 12.24 percent during the current year ending 31^st March, 2025. The OTC business, operated under the subsidiary Dr. Morepen Limited, recorded an impressive 84.28 percent increase in

annual revenue. On the other hand, the formulation business witnessed a 17.38 percent decline in revenue, mainly due to a strategic shift of the generics business to Dr. Morepen Limited, aimed at capitalizing on better market dynamics. This realignment significantly contributed to the overall revenue growth of Dr. Morepen Limited.

With current year annual revenues of ''49692.61 Lakhs, the Medical Devices business increased its contribution to the company''s total revenue to 27.13 percent, up from 26.01 percent in the previous financial year. The consolidated share of the OTC & Formulation business, with revenues of ''34388.35 Lakhs in the current year, rose to 18.79 percent, up from 17.90 percent in the previous financial year. API business, with annual revenues of ''98919.10 Lakhs, saw its share decline to 54.08 percent, compared to 56.09 percent in the preceding year.

The API business, which constituted the largest share of the company''s total revenue at 54.08 percent, registered an overall revenue growth of 3.24 percent during the year. While export revenues grew strongly by 10.35 percent, domestic revenues declined by 11.51 percent, offsetting part of the gains.

Revenue from key molecules such as Fexofenadine (antihistamine) and Montelukast (anti-asthmatic) declined by 31.45 percent and 12.31 percent, respectively. However, the segment''s performance was supported by robust growth in other therapeutic areas. Notably, anti-coagulant drugs like Atorvastatin and Rosuvastatin recorded healthy revenue growth of 18.53 percent and 16.50 percent, respectively. Furthermore, group of newly developing molecules comprising of Sitagliptin (anti-diabetic), Linagliptin (antidiabetic), Edoxaban (anti-coagulant), and Empagliflozin (anti-diabetic), achieved a remarkable revenue growth of

46.21 percent, further strengthening the segment''s position. Additionally, Loratadine (anti-histamine) made a positive contribution, recording revenue growth of 8.88 percent, with total revenues reaching ''23114.88 Lakhs for the year.

The Medical Devices business reported revenues of ''49692.61 Lakhs for the current financial year, registering a solid year-on-year growth of 12.24 percent. This performance was driven by sustained momentum across its core product lines. The Blood Glucose Monitoring segment, the largest contributor within the portfolio, achieved revenues of ''38680.73 Lakhs, reflecting a 13.05 percent annual growth and an impressive 5-year compound annual growth rate (''CAGR'') of 21.00 percent for the period ending 31^st March 2025. The Blood Pressure Monitors segment, the second-largest contributor, also posted robust results, with 14.27 percent growth during the year and a healthy 5-year CAGR of 9.56 percent.

Overall, the Medical Devices segment continues to demonstrate a strong and consistent growth trajectory, with a 5-year CAGR of 14.67 percent. This sustained performance reflects the company''s strategic focus on product innovation, deeper market penetration, and leadership in the fast-evolving home diagnostics and personal wellness space.

The Formulation business, consisting of Formulations Manufacturing and Branded Prescription Drug Distribution business, reported revenues of ''13868.86 Lakhs in the current financial year, registering a modest growth of 3.90 percent over the previous year''s revenues of ''13347.80 Lakhs. This growth was achieved despite a strategic structural change wherein the brand-sharing business was transferred to the subsidiary, Dr. Morepen Limited, to

streamline operations, sharpen business focus, and improve long-term agility.

A breakdown of the segmental performance for the formulation business reflects strong underlying momentum across key verticals i.e., Branded Prescription (Rx) business: ''5167.84 Lakhs (previous year: ''4376.86 Lakhs), Institutional Supplies: ''4952.44 Lakhs (previous year: ''4324.39 Lakhs) and Contract Manufacturing: ''6414.63 Lakhs (previous year: ''5743.80 Lakhs).

The OTC business, operated by the company''s subsidiary Dr. Morepen Limited, recorded annual revenues of ''17080.74 Lakhs in the current financial year, representing a robust growth of 81.21 percent over the previous year. This exceptional performance was driven by the introduction of new formulation lines, increased demand across the existing product portfolio, and price enhancements. The branded product portfolio-featuring flagship product namely Burnol (burn relief cream) and OTC range generated ''5027.38 Lakhs in revenue, reflecting minor yearly growth of 1.01 percent. The brandsharing business posted ''11244.28 Lakhs in revenue, achieving a remarkable 191.33 percent growth, primarily driven by strategic shift of the generics business to Dr. Morepen Limited, new business development and price optimization initiatives.

An increase in revenues by 7.37 percent during the year under review, combined with effective cost control initiatives, enabled the company to deliver improved Earnings Before Interest, Depreciation, Amortisation, and Tax (''EBIDTA'') margins, which rose to 10.52 percent, compared to 10.13 percent in the previous financial year. In absolute terms, EBIDTA increased to ''19243.30 Lakhs, up from ''17259.54 Lakhs in the preceding year.

All business segments contributed positively to the overall surplus, leading to a strengthened financial performance for the year. The company remains firmly focused on

enhancing operational efficiency across all business units and is actively pursuing measures to improve the profitability across all business segments, with the objective of ensuring broad-based surplus generation and continued financial progress in the periods ahead.

On a standalone basis, for the current year ended 31^st March 2025, the company recorded annual sales revenues of ''154694.35 Lakhs, registering a growth of 1.14 percent against previous year revenues of '' 152943.38 Lakhs.

Financial Performance

Sales

For the year under review, the consolidated sales revenues reached ''180373.48 Lakhs. This represents a year-on-year growth of 7.23 percent compared to ''168213.43 Lakhs reported in the previous year. The total Income rose to ''182993.95 Lakhs, registering a growth of 7.37 percent compared to income of ''170440.33 Lakhs recorded in the preceding year. Domestic sales contributed ''109345.59 Lakhs, recording a moderate growth of 4.88 percent. Export sales reached ''71027.89 Lakhs, reflecting a robust increase of 11.05 percent, reaffirming the company''s growing traction in international markets.

Material Cost

The material cost, as a percentage of total income at 63.35 percent, against 62.33 percent in last year, has moved up 102 basis points during the year. The fall in Sales realisation particularly in API business, has led to increase in material cost percentage vis-a-vis sales price.

Employee Cost

The employee cost for the current financial year stood at ''20891.39 Lakhs, reflecting a 15.13 percent increase over the previous year''s figure of ''18146.55 Lakhs. This rise was primarily driven by a 18.00 percent expansion in manpower strength, along with periodic wage revisions implemented during the year.

However, with total income growing at a comparatively modest rate of 7.37 percent, the employee cost as a percentage of total income rose to 11.42 percent, up from 10.65 percent in the preceding year. The company remains committed to investing in human capital by maintaining competitive compensation structures designed to attract, retain, and develop top-tier talent, in line with its long-term strategic vision and capability-building exercise.

Other Expenses

The consolidated expenditure on manufacturing, sales & marketing, and administrative activities is at 14.72 percent of total income for the year under review, representing a significant reduction from 16.89 percent in the previous financial year, an overall decline of 12.89 percent.

This improvement was primarily attributable to an 18.24 percent reduction in selling and distribution expenses, coupled with a 4.11 percent decline in administrative costs. While manufacturing and related expenses increased by

14.94 percent, through focused optimization of nonmanufacturing functions, operational efficiency was improved leading to better profitability.

Finance Cost & Depreciation

Finance cost at ''834.29 Lakhs, includes a sum of ''94.71 Lakhs interest on fresh working capital facilities availed by the company and interest expense of ''182.93 Lakhs on Fixed Deposit backed credit facilities availed during the year. Further a sum of ''37.40 Lakhs was paid towards interest charges on unsecured loans of subsidiary, Dr. Morepen limited. The interest on car loans amounts to ''48.94 Lakhs.

Apart from above, Finance cost also includes interest on lease liabilities of ''239.51 Lakhs, loan processing fees for ''55.75 Lakhs and provision of ''175.05 Lakhs towards interest payable on delayed payment of Advance Tax for Assessment Year 2025-26.

Annual consolidated depreciation & amortisation charge of ''2898.17 Lakhs, includes a sum of ''1180.02 Lakhs, being charges on Right to Use of Assets i.e. Office Space, Warehouses, and Residential Accommodation leased by the company.

Other Operating Income & Other Income

The consolidated other operating income represents export incentives and others. The export incentives for the current year at ''438.54 Lakhs are lower by 46.26 percent against last year of ''815.97 Lakhs.

Consolidated other income comprising of currency fluctuations, interest income, notional interest on security deposits and others is up by 31.44 percent at ''1836.37 Lakhs, against previous year of ''1397.08 Lakhs.

Profit after Tax

The consolidated profit before interest, depreciation, and tax for the year is at ''19243.40 Lakhs, reflecting a growth of 11.49 percent over ''17259.54 Lakhs reported in the previous financial year. The net profit after tax, but before the share of profit attributable to non-controlling interest, rose by 22.14 percent to ''11801.54 Lakhs, compared to ''9662.03 Lakhs in the prior year.

The consolidated Net Profit, net of non-controlling interest, amounted to ''11802.04 Lakhs, registering a 22.73 percent increase over ''9615.99 Lakhs recorded in the preceding year.

Total Comprehensive Income for the year reached ''11827.41 Lakhs, marking a robust growth of 25.40 percent compared to ''9431.81 Lakhs in the previous year.

Business wise Performance:

Active Pharmaceutical Ingredients (''API'')

API business being largest business segment has been growing on consistent basis though at slower growth rate during the year. On account of strong performance by other business segments share of API business in overall revenue

Home Diagnostics - Point of care Device Business

The company has demonstrated strong revenue growth, with current year sale revenues reaching ''49692.61 Lakhs, a 12.24 percent increase from the previous year''s ''44271.64 Lakhs. Over the past five years, sales revenues have shown considerable growth, evidenced by a Compound Annual Growth Rate (CAGR) of 14.67 percent.

Blood Gluco Business

The Blood Gluco business is a significant contributor to overall revenue, with current year sales of ''38680.73 Lakhs. It registered a robust 13.05 percent growth this year. Its five-year CAGR stands out at an outstanding 21.00 percent, indicating sustained strong performance.

BP Monitor Business

The BP monitor business also showed good growth, reaching ''9077.81 Lakhs, a 14.27 percent increase compared to the previous year''s ''7944.39 Lakhs. The five-year CAGR for this segment is a healthy 9.56 percent.

Emerging and Other Products

Nebulisers have been reintroduced during the year and adding to business''s revenue stream, contributing ''433.17 Lakhs in the current year, with meagre revenue registered in the previous year. Stethoscope revenues saw substantial growth, rising 43.04 percent to ''387.72 Lakhs from ''271.07 Lakhs last year. Pregnancy Test Kits experienced remarkable growth of 84.82 percent, with current year revenues of ''116.80 Lakhs. Thermometers registered a de-growth of 10.22 percent, with annual revenue at ''574.96 Lakhs.

The revenue contribution from other products (including Pulse Oximeter, Vaporizer, Digital Weighing Scale, & others) significantly decreased by 62.98 percent, from ''1138.23 Lakhs to ''421.42 Lakhs.

Expansion of Manufacturing Capabilities & Infrastructure

During the year, the Company made significant strides in enhancing its manufacturing capabilities and operational integration:

• In-house Screen Printing: In-house screen printing operations were initiated during the year. This marks another step forward in the Company''s backward integration strategy, following the successful implementation of injection moulding and Surface Mount Technology (SMT) in earlier years.

• Infrastructure Development: Construction of a new manufacturing block is underway to expand capacities in injection moulding, ortho products, and warehousing, thereby supporting the growing demand across segments and improving operational scalability.

of the company has come down to 54.08 percent from 56.09 percent in the last year. It has maintained its position being the only major contributor for export revenue. Export revenues have improved over the last year by exporting to both regulated and non-regulated markets .

Achieved a modest growth of 3.24 percent increase in overall revenue, reaching ''98919.10 Lakhs. It was an export-driven growth primarily fuelled by a significant 10.35 percent rise in export revenues. On account of domestic price challenges and strategic considerations, there has been a revenue decline of 11.51 percent during the year. The company successfully added 112 new customers during the year, expanding the customer base.

The company strengthened its leadership position in several key APIs with significantly increased market share in its export from India''s shores. Under Antihistamine category, for exports out of India, company''s market share for Loratadine increased from 65 percent to 81 percent, for Montelukast share increased from 43 percent to 60 percent, for Desloratadine increased from 18 percent to 30 percent and for Fexofenadine, increased market share from 8 percent to 25 percent. Under Cardiovascular segment, for Atorvastatin, company''s market share in export out of India, increased from 16 percent to 19, whereas for Rosuvastatin, market share fell to 30 percent from 47 percent in the last year.

The improvements in export market share demonstrate growing global competitiveness. The increased market share in specific APIs reflects enhanced penetration in the antihistamine and cardiovascular therapeutic segments.

Exports to Europe went up by 26.16 percent, followed by

8.94 percent increase in export to APAC regions. US revenue was marginally down by 1.30 percent followed by lower exports to MENA & other regions by 4.76 percent.

The share of Loratadine and Montelukast revenue, in total API revenues with a combined revenue of ''45143.57 Lakhs is at 46.70 percent against 49.51 percent in the preceding financial year. The share of Fexofenadine in API total revenue, with sales revenue of ''9023.81 Lakhs has moderated to 9.34 percent from high of 14.06 percent registered in last fiscal ending 31^st March 2024.

The combined revenue share of Atorvastatin and Rosuvastatin at ''30493.35 Lakhs moved to 31.55 percent against 27.67 percent in last financial year.

Further newly developing molecules comprising of Sitagliptin (anti-diabetic), Linagliptin (anti-diabetic), Edoxaban (anti-coagulant), and Empagliflozin (antidiabetic), and others, with revenue contribution of ''12000.38 Lakhs, achieved a remarkable revenue growth of 46.21 percent, further strengthening API revenue position.

• Ortho Products Manufacturing: The Company commenced production of orthopaedic products, marking its entry into a new and promising therapeutic segment.

• Expanded Quality Certification Scope: The scope of the Company''s ISO certification has been significantly expanded to now include the design, development, and manufacture of Blood Grouping Reagents and Lateral Flow Test Kits for infectious diseases. This reinforces the Company''s commitment to high-quality diagnostic solutions and opens up new avenues for growth in the medical diagnostics segment.

These initiatives reflect the Company''s long-term vision of building integrated, scalable, and high-quality manufacturing operations to meet evolving healthcare needs across geographies.

The company introduced the Dr. Morepen Sync App, a thoughtful gift to the nation that empowers individuals to take charge of their health. With its tagline "Health in Your Hands", this app is designed to help users easily monitor key health metrics like blood glucose, blood pressure, and weight, enabling healthier lifestyles for a brighter tomorrow.

Strategic Initiatives

The company continues to focus on expanding its marketing activities to enhance the visibility of its product range across all the geographies where it operates.

Finished Formulations

The finished dosages business comprising of Formulation manufacturing and Branded Generics with current year Net Revenue at ''13868.86 Lakhs has registered a modest increase of 3.90 percent against previous year revenues of ''13347.80 Lakhs.

Institutional Supplies and Generics Business

The institutional supplies business experienced significant revenue growth of 14.52 percent, with current year revenues standing at ''4952.44 Lakhs. The generics business recorded a revenues of ''12846.25 Lakhs (Previous year ''8564.85 Lakhs), including ''6657.56 Lakhs of revenues being reported in other subsidiary, Dr. Morepen Limited (''DML'') , with Morepen Rx Limited recording revenue at ''6188.69 Lakhs, on account of DML taking the lead in expansion of generics business, for a better business synergies.

Branded Formulation Business

The branded formulation business registered healthy growth of 18.07 percent, with current year revenues at ''5167.84 Lakhs against ''4376.86 Lakhs in the last year. Under the Branded Prescription (Rx) product category, the top three therapeutic areas namely Antibiotics,

Gastroenteritis, and Vitamins, collectively showed a marginal growth of 3.44 percent.

Contract Manufacturing Business

The contract manufacturing business is up by 11.68 percent, reaching ''6414.63 Lakhs. This growth is attributed to improved productivity and increased sales orders from both domestic and export markets.

DIVIDEND

The Board of Directors are pleased to recommend ''0.20/- per share as a final dividend for the financial year ended 31^st March 2025. The dividend payout ratio is 9.07 percent for the year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 (''Listing Regulations'') is available on the company''s website at https://www.morepen.com/public/img/Dividend%20 Distribution%20Policy.pdf

RESERVES

Standalone net profit after tax of ''10157.52 Lakhs has been carried forward to the ''Retained Earnings'' during the year. No amount has been transferred to the general reserve during the current year.

DEPOSITS

The company has not accepted deposits from the public, during the year under review, within the meaning of Section 73 of the Companies Act, 2013 (''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCES Credit Facilities

The company has secured total credit facilities of ''9900.00 Lakhs from Kotak Mahindra Bank comprising of Working Capital Demand Loan (''WCDL''): ''7900.00 Lakhs and Cash Credit (''CC'') Limits: ''2000.00 Lakhs. In addition, Shinhan Bank has provided an unsecured term loan facility of ''2500.00 Lakhs, which is repayable over 36 months. The company also utilized car loan facilities during the year.

Equity Fundraising

The company successfully raised ''20000.00 Lakhs through a Qualified Institutions Placement (''QIP''), following approval from its members.

SHARE CAPITAL

Cancellation of Equity Shares

The company is facing difficulties in cancelling 50,62,872 Equity Shares that were surrendered in compliance with an Hon''ble NCLT order dated 12 ^th March, 2018, from its total listed capital. The stock exchanges have refused to process the cancellation'' application, citing the company''s pending

compliance with Hon''ble NCLT''s order, in its entirely.

The company is currently exploring suitable options to represent its case to the Stock Exchanges and conclude the cancellation for these shares from its total listed shares.

Qualified Institutions Placement (''QIP'')

On 5 ^th August 2024, the company successfully completed a Qualified Institutions Placement (''QIP'') issue, raised ''20000.00 Lakhs. As a result of QIP issue, the company issued and allotted 3,67,84,991 Equity Shares of ''2/- each at a price of ''54.37/- per share to 14 allottees.

Other Disclosures

As of 31^st March 2025, the company''s Equity Shares were listed on the National Stock Exchange of India Limited (''NSE'') and BSE Limited (''BSE''). The annual listing fee for the financial year 2025-26 has been paid to both NSE and BSE, ensuring the continued listing of Equity Shares on both exchanges. Additionally, during the year under review:

• The company has not issued any equity shares with differential rights as to dividend, voting, or otherwise, in accordance with the provisions of Section 43 of the Act and the applicable Rules.

• The company has not undertaken any buy-back of its shares pursuant to Section 68 of the Act and the Rules made thereunder.

• No sweat equity shares have been issued to Directors or employees of the Company.

• The company has not failed to implement any corporate action during the year.

• The company has not made any provision of money or extended any loans to its employees for the purpose of purchasing its own shares, in compliance with Section 67 of the Act and the relevant Rules.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on 31^st March 2025, the company has seven (7) subsidiaries, namely:

1. Dr. Morepen Limited

2. Morepen Devices Limited

3. Morepen Rx Limited

4. Morepen Medipath Limited (formerly known as Morepen Medtech Limited)

5. Morepen Bio Inc., USA (formerly Morepen Inc.)

6. Total Care Limited (subsidiary of Dr. Morepen Limited)

7. Quick Med Private Limited (subsidiary of Dr. Morepen Limited)

Key Developments in Subsidiaries

1. Change in ownership status of Dr. Morepen Limited

Dr. Morepen Limited is no longer as a wholly owned subsidiary of the company as on 31^st March 2025, the shareholding in DML was reduced to 80 percent.

Pursuant to the partial divestment of its stake in Dr. Morepen Limited to the related party entities of the

company and the issuance of fresh equity shares by Dr. Morepen Limited, to the shareholders of Groom Town Private Limited, in exchange for the acquisition of a 100 percent stake in Groom Town Private Limited, the company''s holding in Dr. Morepen Limited is reduced to

19.94 percent.

2. Formation of new subsidiaries during the year under review

Morepen Medipath Limited (formerly Morepen Medtech Limited)

It was formed with the strategic intent to hive off the company''s medical devices business into this new entity. The company, Morepen Laboratories Limited, was holding 80 percent Equity Capital of the company, the balance is held by promoter group of the company, Morepen Laboratories Limited. The company was incorporated in January 2025 and having a paid-up share capital of ''110.00 Lakhs as of 31^st March 2025.

On 30*'' June 2025, the shareholding of the parent company, Morepen Laboratories Limited, in its subsidiary Morepen Medipath Limited (formerly Morepen Medtech Limited) decreased to 60 percent. This change occurred because the parent company did not fully subscribe to the rights issue made by Morepen Medipath Limited on 9" June 2025. The remaining 40 percent of Morepen Medipath Limited''s shares are now held by the promoter group of the company and their relatives.

Quick Med Private Limited

It was incorporated by Dr. Morepen Limited to enhance penetration into the retail pharmacy market with a paid-up capital of ''1.00 Lakh in the month of March 2025. The 80 percent of Equity Capital is held by its parent company, Dr. Morepen Limited, therefore, being a step down subsidiary of the company. Out of balance 20 percent holding, 12 percent is held by an entity promoted by the relatives of the company''s promoters'' group and 4 percent each are held by other two individuals.

Following the partial divestment of equity stake in Dr. Morepen Limited by the company and equity-share swap involving the shareholders of Groom Town Private Limited and Dr. Morepen Limited in the month of July 2025. The company''s holding in Quick Med Private Limited dropped from 64 percent to 15.95 percent, and Quick Med ceased to qualify as a step-down subsidiary of the company.

Morepen Labs - FZCO

The limited liability company incorporated in Dubai Silicon Oasis, was formed on 18" of June 2025, having registration No. 62333, in accordance with Dubai Law No. 16 of 2021 and Dubai Integrated Economic Zones Authority (DIEZA) implementing regulations 2023. It is a Wholly Owned Subsidiary of the company and incorporated to expand the reach in overseas markets primarily for API business, in Dubai, freezone.

Morepen Medical Equipment Trading L.L.C

It is a wholly owned subsidiary of Morepen Medipath Limited (subsidiary) incorporated on 22^nd July 2025, in mainland of Dubai UAE. It is a step-down subsidiary of the company, Morepen Laboratories Limited.

3. Associates and Joint Ventures

During the year under review, there were no associates or joint venture companies as defined under Section 2(6) of the Act.

4. Reporting Compliance

A statement detailing the salient features of the company''s subsidiaries in the prescribed format (Form AOC-1) is attached with the report as ANNEXURE ''A'' , in accordance with the provisions of the Act. Further, pursuant to Section 136 of the Act, the audited financial statements of the company and subsidiaries, are available of the company website at https://www.morepen.com/ invetors

Dr. Morepen Limited

The company''s over the counter (''OTC'') business experienced a period of significant expansion in the current financial year, with total sales reaching ''16271.67 lakhs. This represents a substantial 84.14 percent increase compared to the previous year''s revenue of ''8836.51 lakhs.

This robust growth was largely propelled by a 191 percent surge in the generics business, which climbed from ''3859.63 Lakhs to ''11244.27 Lakhs. It was made possible by transfer of brand-sharing generics business having revenue of ''6657.56 Lakhs, to Dr. Morepen Limited (DML), on account of better business dynamics of carrying out the generics business under DML, balance ''4586.71 Lakhs contributed by ''OTC'' products currently run under DML.

A strategic decision to transfer the formulations generics business from the parent company, Morepen Laboratories Limited, to Dr. Morepen Limited (the company), designed to bolster brand identity and market penetration, contributed significantly to the company''s current year impressive revenue figures.

Performance of Key OTC Brands and Products

Flagship Brands (Burnol & Lemolate): The combined revenue from the established OTC brands, Burnol (Burns Ointment) and Lemolate (Cold & Cough), was ''1814.98 Lakhs. This figure is slightly lower than the previous year''s '' 1,816.16 Lakhs.

Other Major OTC Products: A collection of other significant OTC products, including C Candy, Exygra, Pain-X, ORS, Active Smile, Muscle Food, Omega Fish Oil, Multi-Vitamins, Pre-Workout, and Turbo Whey, collectively generated

''1672.90 Lakhs. This marks an approximate 45.14 percent increase from last year''s revenue of ''1152.49 Lakhs.

Unified OTC Product Range: The entire OTC product range, marketed as a cohesive basket, recorded a revenue of ''2694.04 Lakhs during the year, showing a 26.54 percent growth over the previous year.

During the year, Dr. Morepen introduced ''LightLife'', a 360° holistic weight management program designed for modern lifestyles. ''LightLife'' combines award-winning Slimbiome® from the UK and Intelicaps Probiotics from

Belgium-ingredients celebrated globally for their clinical efficacy in managing weight. The product recorded a sale of ''47.28 Lakhs during the year.

On a standalone basis, for the current year ended 31^st March 2025, the company recorded total revenues of ''16532.82 Lakhs, registering a growth of 82.25 percent against previous year revenues of ''9071.72 Lakhs. The net profit after tax, is at ''993.17 Lakhs, compared to loss of ''854.05 Lakhs registered in the previous year.

Morepen Rx Limited

The company is primarily involved in the sales and marketing of Branded Prescription (''Rx'') Products and the distribution of generics formulations. The formulation distribution aspect was previously handled by its parent company, Morepen Laboratories Limited.

For the current year, the company reported a total revenue of ''11279.15 Lakhs, marking a significant increase of 34.51 percent compared to the previous year''s revenue of ''8383.44 Lakhs.

The net profit after tax stood at ''18.40 Lakhs, a turnaround from a loss of ''572.96 Lakhs registered in the previous year.

Revenue Contribution by Business Segment Brand Sharing Generics Business

This segment contributed ''6108.51 Lakhs, accounting for 54.17 percent of the total revenue. The generics business grew by 6.61 percent during the year.

The generics business, during the year, was strategically taken up by Dr. Morepen Limited, another subsidiary of the parent company, Morepen Laboratories Limited, with the aim of achieving better reach and brand identification.

Branded Prescription (Rx) Business

This segment generated ''5167.84 Lakhs, making up the remaining 42.83 percent of the total revenue. It has registered a growth of 94.72 percent from ''2653.93 Lakhs in the previous year, as operations were started only part of the year, from August 2023 onwards.

The top three therapeutic areas within the Branded Prescription (Rx) product category are Antibiotics, Gastroenteritis, and Vitamins.

On consolidated basis, their combined annual revenues in the current year reached ''4291.09 Lakhs, showing a marginal growth of 3.44 percent compared to ''4148.34 Lakhs in the previous financial year.

Morepen Bio Inc. (formerly Morepen Inc.)

Morepen Bio Inc. has been the marketing and distribution interface of the company in USA primarily for its API business. However the company endeavours to use it presence in US markets for Bio similar and other pharmaceuticals activities as and when any opportunity arises. During the year, it has procured Bulk Drugs (i.e., API) from its parent and sold in US and neighbouring markets, either directly or through local trade channels. During the current year, the company has recorded revenue of '' 1 4564.07 Lakhs ($1 7,049,950) as against ''14601.40 Lakhs ($17,513,975) of previous year. The company has recorded 136.68 percent growth in post-tax profit at ''410.61 Lakhs during the year against profit of ''173.49 Lakhs recorded in the last financial year ending 31^st March 2024.

Total Care Limited

The company is dealing in OTC & Health Care products. The revenue during the year has been modest at ''11.00 Lakhs.

Till 31^st March 2025, Total Care Limited was a direct subsidiary of Dr. Morepen Limited and step down subsidiary of the company. In connection to reduction of holding of the company in Dr. Morepen Limited, the company''s holding in Total Care dropped from 95 percent to 18.94 percent, and Total Care Limited ceased to qualify as a step-down subsidiary of the company.

Morepen Devices Limited

No operating activities have been carried out during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31^st March 2025 have been prepared in accordance with Indian Accounting Standards (''Ind AS'') notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended together with the comparative period data as at and for the previous year ended 31^st March 2024.

In accordance with the Companies Act, 2013 ("the Act") and Ind AS 110 on ''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of interests in other entities'', the Audited Consolidated Financial Statements is provided in the Annual Report.

In accordance with the provisions of Section 129(3) of the

Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries is attached as ANNEXURE ''A'' to this Report in the prescribed form, AOC-1.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March 2025, the company has six (6) directors with an optimum combination of Executive and NonExecutive Directors including one woman director. The Board comprises 4 Non-Executive Directors, all of them are Independent Directors.

Pursuant to provisions of Section 203 of the Act, Mr. Sushil Suri, Chairman & Managing Director, Mr. Sanjay Suri, Whole Time Director, Mr. Ajay Kumar Sharma, Chief Financial Officer and Mr. Vipul Kumar Srivastava, Company Secretary, are the Key Managerial Personnel of the company as on 31^st March 2025.

Changes in Directors & Key Managerial Personnel

During the year under review, the Members approved the following appointment and re-appointment of Directors.

The members in their 39 ^th Annual General Meeting (''AGM'') held on 28^th September 2024, inter-alia, approved the followings

1. appointment of Mr. Sanjay Suri (DIN: 00041590), who was retired by rotation at said annual general meeting and being eligible, offered himself for re-appointment.

2. re-appointment of Mr. Praveen Kumar Dutt (DIN: 06712574) as Non-Executive Independent Director for second term of 5 consecutive years, till 12^th August 2029.

3. appointment of Mr. Ranjit Khattar (DIN: 00726997) as Non-Executive Independent Director for a term of 5 consecutive years, being the first term, till 11^th August 2029.

4. appointment of Mr. Sharad Jain (DIN: 06423452) as Non-Executive Independent Director for a term of 5 consecutive years, being the first term, till 26 ^th August 2029.

5. On account of completion of second term, the office of Mr. Manoj Joshi (DIN: 00036546), Mr. Sukhcharan Singh (DIN: 00041987) and Mr. Bhupender Raj Wadhwa (DIN: 0001 2096), Non-Executive Independent Directors of the company, were vacated on 18^th September 2024.

Mr. Sanjay Suri (DIN: 00041590), liable to retire by rotation and being eligible, offered himself for reappointment, at ensuing AGM. The Board of Directors of the company, based on the recommendation of nomination and remuneration committee and subject to approval of members of the company at ensuing AGM, recommend reappointment of Mr. Sanjay Suri at forthcoming AGM. The

consent of members is being sought for said reappointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has reappointed Mrs. (Dr.) Savita (DIN: 08764773) as a NonExecutive Independent Director for a second term, commencing from 22^nd June 2025 and ending on 21^st June 2030. This re-appointment is subject to the approval of the members at the forthcoming AGM. Her first term had concluded on 21^st June 2025. The consent of members is being sought for said re-appointment.

Mr. Sanjay Suri (DIN: 00041590), has been re-appointed as Whole Time Director of the company for a period of 3 years by the Board of Directors on 6^th August 2025, based on the recommendation of nomination and remuneration committee however subject to approval of members of the company at forthcoming AGM. The consent of members is being sought for said re-appointment.

Declaration by Independent Director(s)

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the company.

These declarations are submitted at the first Board meeting in which each Independent Director participates and subsequently at the first Board meeting of every financial year, or whenever there is any change in the circumstances that may affect their status as an Independent Director.

The Board has taken on record these declarations after undertaking due assessment of their veracity. The Board is satisfied with the integrity, expertise, and experience of all Independent Directors, including their proficiency as per Section 150(1) of the Act and applicable rules.

Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out its own performance evaluation, that of the Committees and the individual performance of its directors. The performance of non-independent directors, the Board as a whole and the Chairman of the company was evaluated, taking into account of views of executive directors and non-executive directors, in the separate meeting of the Independent Directors. The enclosed ''Corporate Governance Report'' containing the other relevant details of evaluation of Board, Committee and Directors.

Familiarization Programme for Independent Directors

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in ''Corporate Governance Report''.

Meetings of Board of Directors

The Board of Directors met six (6) times during the year under review, to transact the business of the company, the details of which are given in ''Corporate Governance Report''.

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the company was held on 6^th February 2025, without the presence of NonIndependent Directors and members of the Management

except Company Secretary. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of chairperson of the company and assessed the quality, quantity, and timelines of flow of information between the company management and the Board. All the Independent Directors of the company were present in the meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read-with section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

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

b) they have 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 and of the profit and loss of the company for that period;

c) they 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 prevention and detecting of fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively;

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

MANAGERIAL REMUNERAION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Ratio of the remuneration of each Director to the median remuneration of the employee''s (MRE) and other details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as ANNEXURE ''B''.

(b) The Statement containing the particulars of employees as required under section 197(12) of the Act read with Rule 5(2) and other applicable Rules (if any) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure.

(c) In terms of Section 136 of the Act the said annexure is open for inspection at the Registered and Corporate office of the company during the working hours. Any member interested in obtaining a copy of the same may write to the company and obtain the copy within statutory prescribed timeline.

(d) No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the company or its subsidiary company.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. The complete details with respect to Audit Committee is given in the ''Corporate Governance Report''.

VIGIL MECHANISM

The company has implemented a Whistle Blower Policy/ Vigil Mechanism enabled its Directors, Employees and Stakeholders to report their concerns regarding unethical behaviours, actual or suspected fraud or violation of the company''s Code of Conduct or Policies. The said mechanism ensures adequate safeguard against victimization of individuals who utilise it and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee periodically review the effectiveness of this mechanism to ensure it proper functioning.

RISK MANAGEMENT

The company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls the risk through means of a properly defined framework. This framework ensures that management effectively controls risks through a well-defined system.

In line with regulatory requirements, the company has formulated and adopted a Risk Management Policy that outlines the processes for risk identification, assessment, management, reporting, and disclosure.

To oversee the implementation and effectiveness of this policy, the Board has constituted a Risk Management Committee. This committee is responsible for monitoring and reviewing the company''s risk management strategies and ensuring that appropriate measures are in place to mitigate identified risks.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of Act and Regulation 18 of the Listing Regulations, the company has constituted a Nomination and Remuneration Committee. The complete details with respect to the salient features of Nomination and Remuneration Committee, is given in the ''Corporate Governance Report''.

The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (''KMP'') and other employees of the company as formulated by Nomination and Remuneration Committee, pursuant to provisions of the Act and Para A of Part D of Schedule II of Listing Regulations, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors and appointment, removal and salary of Key Managerial Personnel and Senior Management Personnel.

The detailed policy formulated by Nomination and Remuneration Committee is available at http://www.morepen.com/pdf/Nomination-an d -Remuneration-Policy.pdf.

STATUTORY AUDITORS

At 37 ^th AGM held on 27 ^th September 2022, M/s. S. P Babuta & Associates, Chartered Accountants, (FRN: 007657N), were appointed by the members, as the Statutory Auditors

of the company, for a term of five (5) consecutive years i.e., to hold office from the conclusion of the 37 ^th AGM till the conclusion of 42^nd AGM of the company, to be held in the year 2027.

EXPLANATION TO AUDITORS REPORT

The Notes on financial statement referred to in the Statutory Auditors'' Report, enclosed with the financial statements, are self-explanatory and do not call for any further comments. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks, or disclaimers, which would be required to be dealt with in the Boards'' Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Praveen Dua, Company Secretary, Proprietor of M/s. P D and Associates, Company Secretaries, was appointed by Board of Directors of the company as Secretarial Auditor of the company for the financial year 2024-25. The Secretarial Audit Report is annexed and forms part of this report as ANNEXURE ''C''.

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 effective from 13^th December 2024, subject to approval of the members, the company needs to appoint Secretarial Auditors for not more than a term of five consecutive years in case of

individual Secretarial Auditor, for not more than two term of five consecutive years in case of Secretarial Audit firm subject to such terms and condition as explained in said amended Listing Regulations.

In connection with aforesaid amended Regulation 24A of the Listing Regulation read-with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has at its meeting held on 6^th August, 2025 approved the appointment of M/s. P D and Associates, Company Secretaries, a proprietorship firm reported by Mr. Praveen Dua, having COP Number 2139, as the Secretarial Auditor of the company for a term of five consecutive years, commencing from 1^st April 2025 to 31^st March 2030. The said appointment is subject to approval of the members at AGM.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The notes referred to in the secretarial auditor''s report of the company are self-explanatory and do not call for any further comments. The secretarial auditor'' report does not contain any qualification, reservation, adverse remark or disclaimer.

The observations made in point no. (f) i.e., in compliance with order passed by Hon''ble NCLT, Chandigarh, the company had complied with the said order, whereas the exchanges has expressed their inability to proceed with the cancellation of shares from the total listed capital. The company will take the opportunity to re-present the matter with the Stock Exchanges for its expeditious resolution.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report in compliance with Regulation 34(2)(f) of the Listing Regulations, enclosed as ANNEXURE ''D''.

SECRETARIAL STANDARDS

The company has established robust systems to ensure adherence to all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'') and approved by the Central Government. These systems are designed to facilitate compliance with the provisions of the Act, specifically Section 118(10), which mandates the observance of Secretarial Standards concerning General and Board Meetings.

To maintain effective implementation, the company regularly reviews and updates its internal processes to align with the evolving standards and best practices. This proactive approach ensures that the systems remain adequate and operate effectively, thereby upholding the highest standards of corporate governance.

COST AUDIT

Pursuant to Section 148 of the Act, read with the Companies

(Cost Records and Audit) Rules, 2014, the Cost Accounting Records maintained by the company are required to be audited by the Cost Auditors. The Board of Directors of the company on the recommendation of the Audit Committee, has appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the company for the financial year ended 31^st March 2026, at a remuneration of ''2.50 Lakhs, subject to the ratification of their remuneration by the members at the ensuing AGM.

INTERNAL FINANCIAL CONTROLS

The company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of business operations. The company''s internal financial control procedures ensure that company''s financial statements are reliable and prepared in accordance with the applicable laws.

Further, the Statutory Auditors, as per Section 143(3)(i) of the Act, have reported that the company has adequate internal financial controls in place and that such controls are operating effectively. The internal control measures ensure that the company''s financial statements are reliable and prepared in accordance with applicable laws, thereby reinforcing the integrity of its financial reporting processes.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (''CSR'') Committee of the company was constituted by the Board to monitor implementation of CSR activities by the company in accordance with Section 135 read with Schedule VII of the Act read with (Corporate Social Responsibility Policy) Rules, 2014, as amended. Based on the recommendation of the CSR Committee, your Board has adopted a CSR Policy indicating the activities to be undertaken by the company as specified in Schedule VII.

The composition of CSR Committee, the CSR Policy, Annual Action Plan and CSR initiatives undertaken during the year is annexed and forms part of this report as ANNEXURE ''E''. The said information is also available on the company''s website at https://www.morepen.com

HUMAN RESOURCES

A detailed review of Human Resources of the company is set out in the Management Discussion and Analysis Report.

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

The company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal

Complaints Committee (''ICC'') has been set up to redress complaints received regarding sexual harassment.

The policy outlines a structured process for redressal and enquiry, to be followed by both complainants and the ICC when addressing incidents of sexual harassment. The policy is applicable to all women employees, including those who are permanent, temporary, contractual, or trainees.

During the year, the company did not receive any complaints of sexual harassment. However, within the group, one complaint was received and was resolved within the stipulated timeframe.

Pursuant to notification issued by the Ministry of Corporate Affairs dated 30 ^th May 2025, amended the Companies (Accounts) Rules, 2014, vide the Companies (Accounts) Second Amendment Rules, 2025 effective from 14 ^th July 2025, inter-alia, required the following disclosures:

(a) Number of complaints of sexual harassment received in the year - Nil,

(b) Number of complaints disposed off during the year - Not applicable; and

(c) Number of cases pending for more than ninety days - Nil

COMPLIANCE RELATING TO THE MATERNITY BENEFIT ACT 1961

The company is committed to upholding provisions underlined under the Maternity Benefit Act, 1961, as amended, ensuring the health, safety, and dignity of its women employees. All women employees, whether fulltime, contractual, or temporary are eligible for maternity benefits if they have worked for at least 80 days in the 12 months preceding their expected delivery. For the first two children, 26 weeks of paid maternity leave is provided, with up to 8 weeks available before childbirth; for the third child onward, the entitlement is 12 weeks. Women who adopt a child under three months or become mothers via surrogacy also receive 12 weeks of paid leave, and an additional 2 weeks is granted for tubectomy.

Full salary, including regular allowances, is paid during maternity leave, and maternity-related healthcare is covered under the company''s Mediclaim Policy. The company further supports working mothers with provisions such as two daily nursing breaks until the child is 15 months old and protection from hazardous work during pregnancy and lactation. Women cannot be compelled to work during rest hours, night shifts, or the six weeks immediately following delivery or miscarriage, unless they voluntarily choose to.

The company strictly prohibits any form of dismissal or negative changes in employment conditions during maternity leave. The concerned department of the company maintains thorough records of maternity leaves, and any

violations of these rights are treated with seriousness, potentially leading to disciplinary or legal action. The company have a comprehensive policy to fostering a safe, inclusive, and supportive workplace for all women.

LEGAL & CORPORATE MATTERS

(i) With respect to the appointment of government directors on the board under section 408 of erstwhile Companies Act, 1956, the company''s appeal, challenging Hon''ble National Company Law Tribunal (''NCLT'') order dated 6 ^th October 2021, confirming the appointment of two government nominee directors on the board of the company for a term of 3 years, was dismissed by the Hon''ble National Company Law Appellate Tribunal (''NCLAT'') vide its order dated 25^th April 2023.

Subsequently, the company filed an appeal before Hon''ble Supreme Court of India, against the order passed by Hon''ble NCLAT. The Hon''ble Supreme Court through its order dated 29^th May 2023, granted a stay on the contempt proceedings and also issued notice to the Central Government. The Central Government was filed a counter affidavit, and the matter is currently under adjudication.

(ii) In relation to the prosecutions initiated by the Registrar of Companies/ Central Government against the company and its director''s u/s 235 of the erstwhile Companies Act, 1956, the company is defending itself as well as its past and present directors in the proceedings pending before the Court. Out of the 27 matters 13 have been compounded, while 14 matters remains pending adjudication. In respect of pending matters, the company has filed an application seeking a consolidated trial under Section 220 read with Section 219 of the Criminal Procedure Code, as the cases arise from the same transaction.

(iii) The Securities and Exchange Board of India (''SEBI'') filed an application dated 20^th July, 2021, before the Hon''ble Supreme Court of India, against order dated 15^th April 2021 passed by Hon''ble Securities Appellate Tribunal (''SAT''), Mumbai. The SAT had set aside the order passed by the SEBI''s Whole-Time Member on 24^th September 2019, which was prohibited the company from accessing the securities market for one year. On 22^nd April 2025, Hon''ble Supreme Court has admitted the appeal of SEBI. The matter is currently pending adjudication.

ANNUAL RETURN

The Annual Return is available at the website of the company at www.morepen.com and can be accessed by at http://www.morepen.com/pdf/Annual-Return.pdf.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company post-date of signing of Balance Sheet of the company to the date of this report.

CONSERVTION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANT OUTGO

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings anc outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE ''F''.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given ir the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, one transaction has fallen under the definition of related party transaction as per Section 188(1) of the Act. Accordingly, the disclosure of related party transaction under Section 134(3)(h) of the Act in Form AOC -2 is enclosed herewith as ANNEXURE ''G''.

Rest other related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. The requisite approvals of the Audit Committee are in place.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations and performance of the company is set out in the Management Discussion and Analysis Report pursuant to Part B of Schedule V of Listing Regulations which forms part of the Annual Report for the year under review as ANNEXURE ''H''.

STATEMENT OF DEVIATION(s) AND VARIATION(s)

Pursuant to Regulation 32(4) of the Listing Regulations, there is no deviation or variation in the usages of QIP issue proceeds from the objects stated in the placement

document read-with explanatory statement to the notice of general meeting, during the year under review.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Part E of Schedule V of Listing Regulations forms part of this report and is annexed as ANNEXURE ''I''.

GENERAL DISCLOSURES

During the financial year under review:

a) there were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the company and its future operations.

b) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

c) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

d) there was no revision of financial statements and Board''s Report of the company.

ACKNOWLEDGMENTS

The Directors extend their heartfelt gratitude to all stakeholders for their unwavering support, trust, and collaboration. We deeply appreciate the contributions to our shareholders, customers, online trade partners, dealers, suppliers, bankers, governments, and all other business associates. Your steadfast confidence and active engagement have been pivotal in driving our growth and success. We look forward to continuing this journey together, achieving new milestones and fostering enduring partnerships.

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company
together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakh)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-2023
Revenue from Operations	-	-	-	-
Expenses	(127.42)	(155.98)	(126.55)	(155.33)
Depreciation	(9.20)	(9.48)	(9.20)	(9.48)
Profit from Operations before Finance Cost & Tax	(136.62)	(165.46)	(135.75)	(164.81)
Other Income	63.28	39.35	63.28	39.03
Profit before Interest & Tax	(73.34)	(126.11)	(72.47)	(125.78)
Interest / Finance Charges	(415.00)	(415.00)	(415.00)	(415.00)
Operating Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Interest / Finance Charges - New Hotel Projects	-	-	-	-
Profit (Loss) before Tax & Exceptional Items	(488.34)	(541.11)	(487.47)	(540.78)
Exceptional Items	-	-	-	-
Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Tax Expense	(243.55)	(173.40)	(243.55)	(173.40)
Profit (Loss) after Tax	(731.89)	(714.51)	(731.02)	(714.18)
Share of Minority Interest in Profit/Loss	-	-	-	-
Net Profit/(Loss) for the year	(731.89)	(714.51)	(731.02)	(714.18)
EPS (Basic/Diluted)	(5.74)	(5.60)	(5.73)	(5.60)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together
with the comparative period data as at end of March 31, 2023.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on
''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of Interest in other entities'', the Audited
Consolidated Financial Statements is provided in the Annual Report.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year
2023-24.

STATE OF COMPANY''S AFFAIRS

In compliance with order of Hon''ble Supreme Court of India, dated September 19, 2018 Company handed over its sole
revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating
business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at
Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the
financial position of the company, have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related
thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March
31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (''Forty-One Crore Fifty Lakh) was extended up to fifteen
years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to
be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which
have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under
review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal
Preference Shares, amounting to ''415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company''s inability to pay its preference shareholders as per the agreed terms, RPS requested the
company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent
of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite
Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value
''100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued
dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of ''100/- each into equivalent number of
Compulsory Convertible Preference Shares of the Face Value of ''100/- each & consequently into 69,31,100 Equity
Shares of the Face Value of ''10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amount/ shares were transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel

S.No.	Name	DIN/PAN	Designation	Date of appointment/ change in designation/ cessation	Nature of change ((Re) Appointment/ Change in designation/ Cessation)	Mode of appointment/ cessation
1	Kushal Suri	02450138	Whole Time Director	09-02-24	Reappointment	Ordinary Resolution passed at AGM
2	Bhupendra kr. Bhardwaj	01795107	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
3	Snehal Kashyap	09761774	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
4	Bhupendra kr. Bhardwaj	01795107	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM
5	Snehal Kashyap	09761774	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM

6	Anju Suri	00042033	Non-Executive, Non-Independent Director	22-11-23	Cessation	Resignation
7	Vijay Mohan Kaul	00472888	Independent Director	22-08-23	Cessation	Resignation
8	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	29-07-23	Cessation	Resignation
9	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	08-08-23	Appointment	Resolution passed at Board Meeting

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general
meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive
Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR
Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and
Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of
shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first
term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

All the Directors including Independent Directors and Key Managerial Personnel get appointed at the
recommendation of Nomination and Remuneration Committee wherein the abovementioned committee checks and
evaluate all the required aspect of individual before recommending him/her to Board for such appointment.
Further, in case of re-appointment of Director, evaluation of his / her performance in last term are gets considered.

STATEMENT ON INDEPENDENT DIRECTOR''S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the
Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and
they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has
been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday
May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of
regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board. The Company
Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior
management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the
Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance
Report section of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with
respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate
Governance Report''.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the
Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended.
The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to
be given under the aforesaid provisions, is given in the ''Corporate Governance Report'' section of this Annual Report.
The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to
provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures
Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications,
positive attributes and independence of a Director, matters relating to the remuneration, appointment/
re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013,
as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The detailed policy on Director''s appointment and remuneration including criteria for determining qualification,
positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available
at our website and can be accessed at www.bluecoast.in.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out
performance evaluation of Board as whole, committees and the individual performance of each Directors including
Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate
Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure ''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going
concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its
operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The company''s internal financial control procedures ensure the reliability of
the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

AUDITORS

I) STATUTORY AUDITORS

M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), were appointed by the members, as
the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion
of the 29^th AGM of the company held on 27^th September 2022, until the conclusion of 34^fc AGM of the company, to
be held in the year 2027.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in
the standalone financial statement, regarding handing over of only operational asset of the company to the auction
purchaser pursuant to the Hon''ble Supreme Court order, accumulated losses, no revenue from operations and
default in redemption of 10% of the principal amount i.e. ''4.15 crores of Cumulative Redeemable Preference Share
due on 30.10.2023, these matters raising significant doubt on the Company''s ability to continue as a Going Concern.

EXPLANATION

• On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002,
against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01 Lakhs.
On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882
by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication
at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the
company as a going concern and may also impact the alleged sale of Hotel property at Goa.

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result
dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000
Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10%
every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to
non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e.
''4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing
Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial
year 2023-24.

The Report in Form MR-3 is enclosed as Annexure-''C'' to this Annual Report and there are no qualifications,
reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identified as material unlisted
subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and
pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast
Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure ''C-1'' & Annexure ''C-2''.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of the Subsidiaries/Associates/Joint venture is attached
as Annexure ''A'' to this Report in the prescribed form, AOC-1.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the
meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial
Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and
in the ordinary course of business. During the year under review there were no materially significant related
party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under
the Act and Part C of Schedule V of Listing Regulations is given in the ''Corporate Governance Report''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as specified under Section 135 (1) of
the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013.
Hence, Company didn''t require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate
Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

In compliance with order of Hon''ble Supreme Court of India, Company has handed over the possession of its only
operating property on September 19, 2018, hence the consumption of energy or technology absorption and
foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the website of the
Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees
and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher level of superiors including Chairman of the Audit
Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review.
SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate
and operating effectively.

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on
March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management
Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act,
2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01
Lakhs. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order,
the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction
purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser
pursuant to aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act,
1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending
adjudication at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material
impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.
ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in
compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose
Vehicle Company (SPV) ''Silver Resort Hotel India Private Limited'' ("SRHIPL") to carry on the Proposed
Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail
space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could
not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the
Hon''ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure
Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in
such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a
compromise to make arrangements for a contingency of ''315.62 Crore (subject to final adjudication) & the
terms were duly recorded before Hon''ble High Court of Delhi. As of 31.03.2024, the balance of the contingency
stands at ''94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts.
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY,
AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the
requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central
Government, State Government, Company''s Bankers, Auditors, Members, Lawyers and other business
associates. The Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/- Sd/-

Date : 03.09.2024 Manjendu Sarker Bhupendra Kumar Bhardwaj

Director Director

DIN: 06856271 DIN: 01795107

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company
together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakh)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-2023
Revenue from Operations	-	-	-	-
Expenses	(127.42)	(155.98)	(126.55)	(155.33)
Depreciation	(9.20)	(9.48)	(9.20)	(9.48)
Profit from Operations before Finance Cost & Tax	(136.62)	(165.46)	(135.75)	(164.81)
Other Income	63.28	39.35	63.28	39.03
Profit before Interest & Tax	(73.34)	(126.11)	(72.47)	(125.78)
Interest / Finance Charges	(415.00)	(415.00)	(415.00)	(415.00)
Operating Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Interest / Finance Charges - New Hotel Projects	-	-	-	-
Profit (Loss) before Tax & Exceptional Items	(488.34)	(541.11)	(487.47)	(540.78)
Exceptional Items	-	-	-	-
Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Tax Expense	(243.55)	(173.40)	(243.55)	(173.40)
Profit (Loss) after Tax	(731.89)	(714.51)	(731.02)	(714.18)
Share of Minority Interest in Profit/Loss	-	-	-	-
Net Profit/(Loss) for the year	(731.89)	(714.51)	(731.02)	(714.18)
EPS (Basic/Diluted)	(5.74)	(5.60)	(5.73)	(5.60)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together
with the comparative period data as at end of March 31, 2023.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on
''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of Interest in other entities'', the Audited
Consolidated Financial Statements is provided in the Annual Report.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year
2023-24.

STATE OF COMPANY''S AFFAIRS

In compliance with order of Hon''ble Supreme Court of India, dated September 19, 2018 Company handed over its sole
revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating
business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at
Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the
financial position of the company, have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related
thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March
31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (''Forty-One Crore Fifty Lakh) was extended up to fifteen
years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to
be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which
have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under
review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal
Preference Shares, amounting to ''415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company''s inability to pay its preference shareholders as per the agreed terms, RPS requested the
company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent
of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite
Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value
''100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued
dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of ''100/- each into equivalent number of
Compulsory Convertible Preference Shares of the Face Value of ''100/- each & consequently into 69,31,100 Equity
Shares of the Face Value of ''10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amount/ shares were transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel

S.No.	Name	DIN/PAN	Designation	Date of appointment/ change in designation/ cessation	Nature of change ((Re) Appointment/ Change in designation/ Cessation)	Mode of appointment/ cessation
1	Kushal Suri	02450138	Whole Time Director	09-02-24	Reappointment	Ordinary Resolution passed at AGM
2	Bhupendra kr. Bhardwaj	01795107	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
3	Snehal Kashyap	09761774	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
4	Bhupendra kr. Bhardwaj	01795107	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM
5	Snehal Kashyap	09761774	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM

6	Anju Suri	00042033	Non-Executive, Non-Independent Director	22-11-23	Cessation	Resignation
7	Vijay Mohan Kaul	00472888	Independent Director	22-08-23	Cessation	Resignation
8	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	29-07-23	Cessation	Resignation
9	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	08-08-23	Appointment	Resolution passed at Board Meeting

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general
meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive
Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR
Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and
Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of
shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first
term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

All the Directors including Independent Directors and Key Managerial Personnel get appointed at the
recommendation of Nomination and Remuneration Committee wherein the abovementioned committee checks and
evaluate all the required aspect of individual before recommending him/her to Board for such appointment.
Further, in case of re-appointment of Director, evaluation of his / her performance in last term are gets considered.

STATEMENT ON INDEPENDENT DIRECTOR''S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the
Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and
they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has
been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday
May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of
regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board. The Company
Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior
management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the
Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance
Report section of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with
respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate
Governance Report''.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the
Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended.
The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to
be given under the aforesaid provisions, is given in the ''Corporate Governance Report'' section of this Annual Report.
The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to
provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures
Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications,
positive attributes and independence of a Director, matters relating to the remuneration, appointment/
re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013,
as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The detailed policy on Director''s appointment and remuneration including criteria for determining qualification,
positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available
at our website and can be accessed at www.bluecoast.in.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out
performance evaluation of Board as whole, committees and the individual performance of each Directors including
Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate
Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure ''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going
concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its
operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The company''s internal financial control procedures ensure the reliability of
the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

AUDITORS

I) STATUTORY AUDITORS

M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), were appointed by the members, as
the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion
of the 29^th AGM of the company held on 27^th September 2022, until the conclusion of 34^fc AGM of the company, to
be held in the year 2027.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in
the standalone financial statement, regarding handing over of only operational asset of the company to the auction
purchaser pursuant to the Hon''ble Supreme Court order, accumulated losses, no revenue from operations and
default in redemption of 10% of the principal amount i.e. ''4.15 crores of Cumulative Redeemable Preference Share
due on 30.10.2023, these matters raising significant doubt on the Company''s ability to continue as a Going Concern.

EXPLANATION

• On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002,
against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01 Lakhs.
On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882
by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication
at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the
company as a going concern and may also impact the alleged sale of Hotel property at Goa.

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result
dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000
Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10%
every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to
non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e.
''4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing
Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial
year 2023-24.

The Report in Form MR-3 is enclosed as Annexure-''C'' to this Annual Report and there are no qualifications,
reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identified as material unlisted
subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and
pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast
Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure ''C-1'' & Annexure ''C-2''.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of the Subsidiaries/Associates/Joint venture is attached
as Annexure ''A'' to this Report in the prescribed form, AOC-1.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the
meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial
Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and
in the ordinary course of business. During the year under review there were no materially significant related
party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under
the Act and Part C of Schedule V of Listing Regulations is given in the ''Corporate Governance Report''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as specified under Section 135 (1) of
the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013.
Hence, Company didn''t require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate
Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

In compliance with order of Hon''ble Supreme Court of India, Company has handed over the possession of its only
operating property on September 19, 2018, hence the consumption of energy or technology absorption and
foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the website of the
Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees
and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher level of superiors including Chairman of the Audit
Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review.
SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate
and operating effectively.

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on
March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management
Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act,
2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01
Lakhs. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order,
the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction
purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser
pursuant to aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act,
1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending
adjudication at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material
impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.
ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in
compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose
Vehicle Company (SPV) ''Silver Resort Hotel India Private Limited'' ("SRHIPL") to carry on the Proposed
Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail
space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could
not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the
Hon''ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure
Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in
such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a
compromise to make arrangements for a contingency of ''315.62 Crore (subject to final adjudication) & the
terms were duly recorded before Hon''ble High Court of Delhi. As of 31.03.2024, the balance of the contingency
stands at ''94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts.
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY,
AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the
requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central
Government, State Government, Company''s Bankers, Auditors, Members, Lawyers and other business
associates. The Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/- Sd/-

Date : 03.09.2024 Manjendu Sarker Bhupendra Kumar Bhardwaj

Director Director

DIN: 06856271 DIN: 01795107

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company
together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakh)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-2023
Revenue from Operations	-	-	-	-
Expenses	(127.42)	(155.98)	(126.55)	(155.33)
Depreciation	(9.20)	(9.48)	(9.20)	(9.48)
Profit from Operations before Finance Cost & Tax	(136.62)	(165.46)	(135.75)	(164.81)
Other Income	63.28	39.35	63.28	39.03
Profit before Interest & Tax	(73.34)	(126.11)	(72.47)	(125.78)
Interest / Finance Charges	(415.00)	(415.00)	(415.00)	(415.00)
Operating Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Interest / Finance Charges - New Hotel Projects	-	-	-	-
Profit (Loss) before Tax & Exceptional Items	(488.34)	(541.11)	(487.47)	(540.78)
Exceptional Items	-	-	-	-
Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Tax Expense	(243.55)	(173.40)	(243.55)	(173.40)
Profit (Loss) after Tax	(731.89)	(714.51)	(731.02)	(714.18)
Share of Minority Interest in Profit/Loss	-	-	-	-
Net Profit/(Loss) for the year	(731.89)	(714.51)	(731.02)	(714.18)
EPS (Basic/Diluted)	(5.74)	(5.60)	(5.73)	(5.60)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together
with the comparative period data as at end of March 31, 2023.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on
''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of Interest in other entities'', the Audited
Consolidated Financial Statements is provided in the Annual Report.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year
2023-24.

STATE OF COMPANY''S AFFAIRS

In compliance with order of Hon''ble Supreme Court of India, dated September 19, 2018 Company handed over its sole
revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating
business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at
Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the
financial position of the company, have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related
thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March
31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (''Forty-One Crore Fifty Lakh) was extended up to fifteen
years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to
be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which
have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under
review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal
Preference Shares, amounting to ''415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company''s inability to pay its preference shareholders as per the agreed terms, RPS requested the
company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent
of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite
Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value
''100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued
dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of ''100/- each into equivalent number of
Compulsory Convertible Preference Shares of the Face Value of ''100/- each & consequently into 69,31,100 Equity
Shares of the Face Value of ''10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amount/ shares were transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel

S.No.	Name	DIN/PAN	Designation	Date of appointment/ change in designation/ cessation	Nature of change ((Re) Appointment/ Change in designation/ Cessation)	Mode of appointment/ cessation
1	Kushal Suri	02450138	Whole Time Director	09-02-24	Reappointment	Ordinary Resolution passed at AGM
2	Bhupendra kr. Bhardwaj	01795107	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
3	Snehal Kashyap	09761774	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
4	Bhupendra kr. Bhardwaj	01795107	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM
5	Snehal Kashyap	09761774	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM

6	Anju Suri	00042033	Non-Executive, Non-Independent Director	22-11-23	Cessation	Resignation
7	Vijay Mohan Kaul	00472888	Independent Director	22-08-23	Cessation	Resignation
8	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	29-07-23	Cessation	Resignation
9	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	08-08-23	Appointment	Resolution passed at Board Meeting

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general
meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive
Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR
Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and
Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of
shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first
term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

All the Directors including Independent Directors and Key Managerial Personnel get appointed at the
recommendation of Nomination and Remuneration Committee wherein the abovementioned committee checks and
evaluate all the required aspect of individual before recommending him/her to Board for such appointment.
Further, in case of re-appointment of Director, evaluation of his / her performance in last term are gets considered.

STATEMENT ON INDEPENDENT DIRECTOR''S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the
Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and
they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has
been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday
May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of
regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board. The Company
Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior
management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the
Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance
Report section of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with
respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate
Governance Report''.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the
Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended.
The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to
be given under the aforesaid provisions, is given in the ''Corporate Governance Report'' section of this Annual Report.
The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to
provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures
Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications,
positive attributes and independence of a Director, matters relating to the remuneration, appointment/
re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013,
as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The detailed policy on Director''s appointment and remuneration including criteria for determining qualification,
positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available
at our website and can be accessed at www.bluecoast.in.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out
performance evaluation of Board as whole, committees and the individual performance of each Directors including
Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate
Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure ''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going
concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its
operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The company''s internal financial control procedures ensure the reliability of
the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

AUDITORS

I) STATUTORY AUDITORS

M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), were appointed by the members, as
the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion
of the 29^th AGM of the company held on 27^th September 2022, until the conclusion of 34^fc AGM of the company, to
be held in the year 2027.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in
the standalone financial statement, regarding handing over of only operational asset of the company to the auction
purchaser pursuant to the Hon''ble Supreme Court order, accumulated losses, no revenue from operations and
default in redemption of 10% of the principal amount i.e. ''4.15 crores of Cumulative Redeemable Preference Share
due on 30.10.2023, these matters raising significant doubt on the Company''s ability to continue as a Going Concern.

EXPLANATION

• On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002,
against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01 Lakhs.
On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882
by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication
at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the
company as a going concern and may also impact the alleged sale of Hotel property at Goa.

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result
dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000
Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10%
every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to
non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e.
''4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing
Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial
year 2023-24.

The Report in Form MR-3 is enclosed as Annexure-''C'' to this Annual Report and there are no qualifications,
reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identified as material unlisted
subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and
pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast
Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure ''C-1'' & Annexure ''C-2''.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of the Subsidiaries/Associates/Joint venture is attached
as Annexure ''A'' to this Report in the prescribed form, AOC-1.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the
meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial
Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and
in the ordinary course of business. During the year under review there were no materially significant related
party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under
the Act and Part C of Schedule V of Listing Regulations is given in the ''Corporate Governance Report''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as specified under Section 135 (1) of
the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013.
Hence, Company didn''t require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate
Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

In compliance with order of Hon''ble Supreme Court of India, Company has handed over the possession of its only
operating property on September 19, 2018, hence the consumption of energy or technology absorption and
foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the website of the
Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees
and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher level of superiors including Chairman of the Audit
Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review.
SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate
and operating effectively.

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on
March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management
Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act,
2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01
Lakhs. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order,
the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction
purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser
pursuant to aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act,
1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending
adjudication at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material
impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.
ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in
compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose
Vehicle Company (SPV) ''Silver Resort Hotel India Private Limited'' ("SRHIPL") to carry on the Proposed
Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail
space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could
not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the
Hon''ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure
Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in
such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a
compromise to make arrangements for a contingency of ''315.62 Crore (subject to final adjudication) & the
terms were duly recorded before Hon''ble High Court of Delhi. As of 31.03.2024, the balance of the contingency
stands at ''94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts.
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY,
AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the
requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central
Government, State Government, Company''s Bankers, Auditors, Members, Lawyers and other business
associates. The Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/- Sd/-

Date : 03.09.2024 Manjendu Sarker Bhupendra Kumar Bhardwaj

Director Director

DIN: 06856271 DIN: 01795107

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company
together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakh)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-2023
Revenue from Operations	-	-	-	-
Expenses	(127.42)	(155.98)	(126.55)	(155.33)
Depreciation	(9.20)	(9.48)	(9.20)	(9.48)
Profit from Operations before Finance Cost & Tax	(136.62)	(165.46)	(135.75)	(164.81)
Other Income	63.28	39.35	63.28	39.03
Profit before Interest & Tax	(73.34)	(126.11)	(72.47)	(125.78)
Interest / Finance Charges	(415.00)	(415.00)	(415.00)	(415.00)
Operating Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Interest / Finance Charges - New Hotel Projects	-	-	-	-
Profit (Loss) before Tax & Exceptional Items	(488.34)	(541.11)	(487.47)	(540.78)
Exceptional Items	-	-	-	-
Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Tax Expense	(243.55)	(173.40)	(243.55)	(173.40)
Profit (Loss) after Tax	(731.89)	(714.51)	(731.02)	(714.18)
Share of Minority Interest in Profit/Loss	-	-	-	-
Net Profit/(Loss) for the year	(731.89)	(714.51)	(731.02)	(714.18)
EPS (Basic/Diluted)	(5.74)	(5.60)	(5.73)	(5.60)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together
with the comparative period data as at end of March 31, 2023.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on
''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of Interest in other entities'', the Audited
Consolidated Financial Statements is provided in the Annual Report.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year
2023-24.

STATE OF COMPANY''S AFFAIRS

In compliance with order of Hon''ble Supreme Court of India, dated September 19, 2018 Company handed over its sole
revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating
business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at
Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the
financial position of the company, have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related
thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March
31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (''Forty-One Crore Fifty Lakh) was extended up to fifteen
years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to
be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which
have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under
review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal
Preference Shares, amounting to ''415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company''s inability to pay its preference shareholders as per the agreed terms, RPS requested the
company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent
of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite
Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value
''100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued
dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of ''100/- each into equivalent number of
Compulsory Convertible Preference Shares of the Face Value of ''100/- each & consequently into 69,31,100 Equity
Shares of the Face Value of ''10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amount/ shares were transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel

S.No.	Name	DIN/PAN	Designation	Date of appointment/ change in designation/ cessation	Nature of change ((Re) Appointment/ Change in designation/ Cessation)	Mode of appointment/ cessation
1	Kushal Suri	02450138	Whole Time Director	09-02-24	Reappointment	Ordinary Resolution passed at AGM
2	Bhupendra kr. Bhardwaj	01795107	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
3	Snehal Kashyap	09761774	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
4	Bhupendra kr. Bhardwaj	01795107	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM
5	Snehal Kashyap	09761774	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM

6	Anju Suri	00042033	Non-Executive, Non-Independent Director	22-11-23	Cessation	Resignation
7	Vijay Mohan Kaul	00472888	Independent Director	22-08-23	Cessation	Resignation
8	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	29-07-23	Cessation	Resignation
9	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	08-08-23	Appointment	Resolution passed at Board Meeting

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general
meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive
Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR
Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and
Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of
shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first
term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

All the Directors including Independent Directors and Key Managerial Personnel get appointed at the
recommendation of Nomination and Remuneration Committee wherein the abovementioned committee checks and
evaluate all the required aspect of individual before recommending him/her to Board for such appointment.
Further, in case of re-appointment of Director, evaluation of his / her performance in last term are gets considered.

STATEMENT ON INDEPENDENT DIRECTOR''S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the
Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and
they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has
been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday
May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of
regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board. The Company
Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior
management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the
Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance
Report section of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with
respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate
Governance Report''.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the
Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended.
The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to
be given under the aforesaid provisions, is given in the ''Corporate Governance Report'' section of this Annual Report.
The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to
provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures
Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications,
positive attributes and independence of a Director, matters relating to the remuneration, appointment/
re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013,
as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The detailed policy on Director''s appointment and remuneration including criteria for determining qualification,
positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available
at our website and can be accessed at www.bluecoast.in.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out
performance evaluation of Board as whole, committees and the individual performance of each Directors including
Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate
Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure ''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going
concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its
operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The company''s internal financial control procedures ensure the reliability of
the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

AUDITORS

I) STATUTORY AUDITORS

M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), were appointed by the members, as
the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion
of the 29^th AGM of the company held on 27^th September 2022, until the conclusion of 34^fc AGM of the company, to
be held in the year 2027.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in
the standalone financial statement, regarding handing over of only operational asset of the company to the auction
purchaser pursuant to the Hon''ble Supreme Court order, accumulated losses, no revenue from operations and
default in redemption of 10% of the principal amount i.e. ''4.15 crores of Cumulative Redeemable Preference Share
due on 30.10.2023, these matters raising significant doubt on the Company''s ability to continue as a Going Concern.

EXPLANATION

• On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002,
against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01 Lakhs.
On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882
by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication
at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the
company as a going concern and may also impact the alleged sale of Hotel property at Goa.

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result
dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000
Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10%
every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to
non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e.
''4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing
Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial
year 2023-24.

The Report in Form MR-3 is enclosed as Annexure-''C'' to this Annual Report and there are no qualifications,
reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identified as material unlisted
subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and
pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast
Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure ''C-1'' & Annexure ''C-2''.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of the Subsidiaries/Associates/Joint venture is attached
as Annexure ''A'' to this Report in the prescribed form, AOC-1.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the
meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial
Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and
in the ordinary course of business. During the year under review there were no materially significant related
party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under
the Act and Part C of Schedule V of Listing Regulations is given in the ''Corporate Governance Report''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as specified under Section 135 (1) of
the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013.
Hence, Company didn''t require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate
Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

In compliance with order of Hon''ble Supreme Court of India, Company has handed over the possession of its only
operating property on September 19, 2018, hence the consumption of energy or technology absorption and
foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the website of the
Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees
and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher level of superiors including Chairman of the Audit
Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review.
SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate
and operating effectively.

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on
March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management
Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act,
2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01
Lakhs. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order,
the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction
purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser
pursuant to aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act,
1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending
adjudication at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material
impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.
ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in
compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose
Vehicle Company (SPV) ''Silver Resort Hotel India Private Limited'' ("SRHIPL") to carry on the Proposed
Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail
space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could
not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the
Hon''ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure
Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in
such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a
compromise to make arrangements for a contingency of ''315.62 Crore (subject to final adjudication) & the
terms were duly recorded before Hon''ble High Court of Delhi. As of 31.03.2024, the balance of the contingency
stands at ''94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts.
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY,
AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the
requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central
Government, State Government, Company''s Bankers, Auditors, Members, Lawyers and other business
associates. The Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/- Sd/-

Date : 03.09.2024 Manjendu Sarker Bhupendra Kumar Bhardwaj

Director Director

DIN: 06856271 DIN: 01795107

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company
together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakh)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-2023
Revenue from Operations	-	-	-	-
Expenses	(127.42)	(155.98)	(126.55)	(155.33)
Depreciation	(9.20)	(9.48)	(9.20)	(9.48)
Profit from Operations before Finance Cost & Tax	(136.62)	(165.46)	(135.75)	(164.81)
Other Income	63.28	39.35	63.28	39.03
Profit before Interest & Tax	(73.34)	(126.11)	(72.47)	(125.78)
Interest / Finance Charges	(415.00)	(415.00)	(415.00)	(415.00)
Operating Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Interest / Finance Charges - New Hotel Projects	-	-	-	-
Profit (Loss) before Tax & Exceptional Items	(488.34)	(541.11)	(487.47)	(540.78)
Exceptional Items	-	-	-	-
Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Tax Expense	(243.55)	(173.40)	(243.55)	(173.40)
Profit (Loss) after Tax	(731.89)	(714.51)	(731.02)	(714.18)
Share of Minority Interest in Profit/Loss	-	-	-	-
Net Profit/(Loss) for the year	(731.89)	(714.51)	(731.02)	(714.18)
EPS (Basic/Diluted)	(5.74)	(5.60)	(5.73)	(5.60)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together
with the comparative period data as at end of March 31, 2023.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on
''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of Interest in other entities'', the Audited
Consolidated Financial Statements is provided in the Annual Report.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year
2023-24.

STATE OF COMPANY''S AFFAIRS

In compliance with order of Hon''ble Supreme Court of India, dated September 19, 2018 Company handed over its sole
revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating
business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at
Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the
financial position of the company, have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related
thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March
31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (''Forty-One Crore Fifty Lakh) was extended up to fifteen
years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to
be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which
have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under
review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal
Preference Shares, amounting to ''415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company''s inability to pay its preference shareholders as per the agreed terms, RPS requested the
company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent
of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite
Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value
''100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued
dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of ''100/- each into equivalent number of
Compulsory Convertible Preference Shares of the Face Value of ''100/- each & consequently into 69,31,100 Equity
Shares of the Face Value of ''10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amount/ shares were transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel

S.No.	Name	DIN/PAN	Designation	Date of appointment/ change in designation/ cessation	Nature of change ((Re) Appointment/ Change in designation/ Cessation)	Mode of appointment/ cessation
1	Kushal Suri	02450138	Whole Time Director	09-02-24	Reappointment	Ordinary Resolution passed at AGM
2	Bhupendra kr. Bhardwaj	01795107	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
3	Snehal Kashyap	09761774	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
4	Bhupendra kr. Bhardwaj	01795107	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM
5	Snehal Kashyap	09761774	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM

6	Anju Suri	00042033	Non-Executive, Non-Independent Director	22-11-23	Cessation	Resignation
7	Vijay Mohan Kaul	00472888	Independent Director	22-08-23	Cessation	Resignation
8	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	29-07-23	Cessation	Resignation
9	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	08-08-23	Appointment	Resolution passed at Board Meeting

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general
meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive
Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR
Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and
Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of
shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first
term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

All the Directors including Independent Directors and Key Managerial Personnel get appointed at the
recommendation of Nomination and Remuneration Committee wherein the abovementioned committee checks and
evaluate all the required aspect of individual before recommending him/her to Board for such appointment.
Further, in case of re-appointment of Director, evaluation of his / her performance in last term are gets considered.

STATEMENT ON INDEPENDENT DIRECTOR''S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the
Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and
they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has
been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday
May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of
regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board. The Company
Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior
management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the
Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance
Report section of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with
respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate
Governance Report''.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the
Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended.
The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to
be given under the aforesaid provisions, is given in the ''Corporate Governance Report'' section of this Annual Report.
The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to
provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures
Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications,
positive attributes and independence of a Director, matters relating to the remuneration, appointment/
re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013,
as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The detailed policy on Director''s appointment and remuneration including criteria for determining qualification,
positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available
at our website and can be accessed at www.bluecoast.in.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out
performance evaluation of Board as whole, committees and the individual performance of each Directors including
Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate
Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure ''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going
concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its
operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The company''s internal financial control procedures ensure the reliability of
the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

AUDITORS

I) STATUTORY AUDITORS

M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), were appointed by the members, as
the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion
of the 29^th AGM of the company held on 27^th September 2022, until the conclusion of 34^fc AGM of the company, to
be held in the year 2027.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in
the standalone financial statement, regarding handing over of only operational asset of the company to the auction
purchaser pursuant to the Hon''ble Supreme Court order, accumulated losses, no revenue from operations and
default in redemption of 10% of the principal amount i.e. ''4.15 crores of Cumulative Redeemable Preference Share
due on 30.10.2023, these matters raising significant doubt on the Company''s ability to continue as a Going Concern.

EXPLANATION

• On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002,
against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01 Lakhs.
On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882
by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication
at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the
company as a going concern and may also impact the alleged sale of Hotel property at Goa.

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result
dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000
Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10%
every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to
non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e.
''4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing
Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial
year 2023-24.

The Report in Form MR-3 is enclosed as Annexure-''C'' to this Annual Report and there are no qualifications,
reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identified as material unlisted
subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and
pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast
Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure ''C-1'' & Annexure ''C-2''.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of the Subsidiaries/Associates/Joint venture is attached
as Annexure ''A'' to this Report in the prescribed form, AOC-1.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the
meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial
Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and
in the ordinary course of business. During the year under review there were no materially significant related
party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under
the Act and Part C of Schedule V of Listing Regulations is given in the ''Corporate Governance Report''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as specified under Section 135 (1) of
the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013.
Hence, Company didn''t require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate
Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

In compliance with order of Hon''ble Supreme Court of India, Company has handed over the possession of its only
operating property on September 19, 2018, hence the consumption of energy or technology absorption and
foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the website of the
Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees
and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher level of superiors including Chairman of the Audit
Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review.
SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate
and operating effectively.

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on
March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management
Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act,
2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01
Lakhs. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order,
the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction
purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser
pursuant to aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act,
1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending
adjudication at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material
impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.
ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in
compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose
Vehicle Company (SPV) ''Silver Resort Hotel India Private Limited'' ("SRHIPL") to carry on the Proposed
Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail
space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could
not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the
Hon''ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure
Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in
such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a
compromise to make arrangements for a contingency of ''315.62 Crore (subject to final adjudication) & the
terms were duly recorded before Hon''ble High Court of Delhi. As of 31.03.2024, the balance of the contingency
stands at ''94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts.
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY,
AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the
requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central
Government, State Government, Company''s Bankers, Auditors, Members, Lawyers and other business
associates. The Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/- Sd/-

Date : 03.09.2024 Manjendu Sarker Bhupendra Kumar Bhardwaj

Director Director

DIN: 06856271 DIN: 01795107

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company
together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakh)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-2023
Revenue from Operations	-	-	-	-
Expenses	(127.42)	(155.98)	(126.55)	(155.33)
Depreciation	(9.20)	(9.48)	(9.20)	(9.48)
Profit from Operations before Finance Cost & Tax	(136.62)	(165.46)	(135.75)	(164.81)
Other Income	63.28	39.35	63.28	39.03
Profit before Interest & Tax	(73.34)	(126.11)	(72.47)	(125.78)
Interest / Finance Charges	(415.00)	(415.00)	(415.00)	(415.00)
Operating Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Interest / Finance Charges - New Hotel Projects	-	-	-	-
Profit (Loss) before Tax & Exceptional Items	(488.34)	(541.11)	(487.47)	(540.78)
Exceptional Items	-	-	-	-
Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Tax Expense	(243.55)	(173.40)	(243.55)	(173.40)
Profit (Loss) after Tax	(731.89)	(714.51)	(731.02)	(714.18)
Share of Minority Interest in Profit/Loss	-	-	-	-
Net Profit/(Loss) for the year	(731.89)	(714.51)	(731.02)	(714.18)
EPS (Basic/Diluted)	(5.74)	(5.60)	(5.73)	(5.60)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together
with the comparative period data as at end of March 31, 2023.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on
''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of Interest in other entities'', the Audited
Consolidated Financial Statements is provided in the Annual Report.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year
2023-24.

STATE OF COMPANY''S AFFAIRS

In compliance with order of Hon''ble Supreme Court of India, dated September 19, 2018 Company handed over its sole
revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating
business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at
Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the
financial position of the company, have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related
thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March
31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (''Forty-One Crore Fifty Lakh) was extended up to fifteen
years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to
be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which
have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under
review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal
Preference Shares, amounting to ''415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company''s inability to pay its preference shareholders as per the agreed terms, RPS requested the
company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent
of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite
Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value
''100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued
dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of ''100/- each into equivalent number of
Compulsory Convertible Preference Shares of the Face Value of ''100/- each & consequently into 69,31,100 Equity
Shares of the Face Value of ''10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amount/ shares were transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel

S.No.	Name	DIN/PAN	Designation	Date of appointment/ change in designation/ cessation	Nature of change ((Re) Appointment/ Change in designation/ Cessation)	Mode of appointment/ cessation
1	Kushal Suri	02450138	Whole Time Director	09-02-24	Reappointment	Ordinary Resolution passed at AGM
2	Bhupendra kr. Bhardwaj	01795107	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
3	Snehal Kashyap	09761774	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
4	Bhupendra kr. Bhardwaj	01795107	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM
5	Snehal Kashyap	09761774	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM

6	Anju Suri	00042033	Non-Executive, Non-Independent Director	22-11-23	Cessation	Resignation
7	Vijay Mohan Kaul	00472888	Independent Director	22-08-23	Cessation	Resignation
8	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	29-07-23	Cessation	Resignation
9	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	08-08-23	Appointment	Resolution passed at Board Meeting

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general
meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive
Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR
Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and
Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of
shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first
term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

All the Directors including Independent Directors and Key Managerial Personnel get appointed at the
recommendation of Nomination and Remuneration Committee wherein the abovementioned committee checks and
evaluate all the required aspect of individual before recommending him/her to Board for such appointment.
Further, in case of re-appointment of Director, evaluation of his / her performance in last term are gets considered.

STATEMENT ON INDEPENDENT DIRECTOR''S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the
Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and
they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has
been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday
May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of
regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board. The Company
Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior
management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the
Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance
Report section of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with
respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate
Governance Report''.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the
Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended.
The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to
be given under the aforesaid provisions, is given in the ''Corporate Governance Report'' section of this Annual Report.
The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to
provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures
Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications,
positive attributes and independence of a Director, matters relating to the remuneration, appointment/
re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013,
as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The detailed policy on Director''s appointment and remuneration including criteria for determining qualification,
positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available
at our website and can be accessed at www.bluecoast.in.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out
performance evaluation of Board as whole, committees and the individual performance of each Directors including
Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate
Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure ''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going
concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its
operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The company''s internal financial control procedures ensure the reliability of
the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

AUDITORS

I) STATUTORY AUDITORS

M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), were appointed by the members, as
the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion
of the 29^th AGM of the company held on 27^th September 2022, until the conclusion of 34^fc AGM of the company, to
be held in the year 2027.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in
the standalone financial statement, regarding handing over of only operational asset of the company to the auction
purchaser pursuant to the Hon''ble Supreme Court order, accumulated losses, no revenue from operations and
default in redemption of 10% of the principal amount i.e. ''4.15 crores of Cumulative Redeemable Preference Share
due on 30.10.2023, these matters raising significant doubt on the Company''s ability to continue as a Going Concern.

EXPLANATION

• On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002,
against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01 Lakhs.
On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882
by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication
at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the
company as a going concern and may also impact the alleged sale of Hotel property at Goa.

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result
dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000
Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10%
every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to
non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e.
''4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing
Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial
year 2023-24.

The Report in Form MR-3 is enclosed as Annexure-''C'' to this Annual Report and there are no qualifications,
reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identified as material unlisted
subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and
pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast
Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure ''C-1'' & Annexure ''C-2''.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of the Subsidiaries/Associates/Joint venture is attached
as Annexure ''A'' to this Report in the prescribed form, AOC-1.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the
meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial
Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and
in the ordinary course of business. During the year under review there were no materially significant related
party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under
the Act and Part C of Schedule V of Listing Regulations is given in the ''Corporate Governance Report''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as specified under Section 135 (1) of
the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013.
Hence, Company didn''t require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate
Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

In compliance with order of Hon''ble Supreme Court of India, Company has handed over the possession of its only
operating property on September 19, 2018, hence the consumption of energy or technology absorption and
foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the website of the
Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees
and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher level of superiors including Chairman of the Audit
Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review.
SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate
and operating effectively.

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on
March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management
Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act,
2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01
Lakhs. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order,
the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction
purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser
pursuant to aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act,
1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending
adjudication at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material
impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.
ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in
compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose
Vehicle Company (SPV) ''Silver Resort Hotel India Private Limited'' ("SRHIPL") to carry on the Proposed
Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail
space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could
not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the
Hon''ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure
Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in
such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a
compromise to make arrangements for a contingency of ''315.62 Crore (subject to final adjudication) & the
terms were duly recorded before Hon''ble High Court of Delhi. As of 31.03.2024, the balance of the contingency
stands at ''94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts.
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY,
AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the
requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central
Government, State Government, Company''s Bankers, Auditors, Members, Lawyers and other business
associates. The Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/- Sd/-

Date : 03.09.2024 Manjendu Sarker Bhupendra Kumar Bhardwaj

Director Director

DIN: 06856271 DIN: 01795107

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report on the business and operations of the company
together with the Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

('' in Lakh)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-2023
Revenue from Operations	-	-	-	-
Expenses	(127.42)	(155.98)	(126.55)	(155.33)
Depreciation	(9.20)	(9.48)	(9.20)	(9.48)
Profit from Operations before Finance Cost & Tax	(136.62)	(165.46)	(135.75)	(164.81)
Other Income	63.28	39.35	63.28	39.03
Profit before Interest & Tax	(73.34)	(126.11)	(72.47)	(125.78)
Interest / Finance Charges	(415.00)	(415.00)	(415.00)	(415.00)
Operating Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Interest / Finance Charges - New Hotel Projects	-	-	-	-
Profit (Loss) before Tax & Exceptional Items	(488.34)	(541.11)	(487.47)	(540.78)
Exceptional Items	-	-	-	-
Profit before Tax	(488.34)	(541.11)	(487.47)	(540.78)
Tax Expense	(243.55)	(173.40)	(243.55)	(173.40)
Profit (Loss) after Tax	(731.89)	(714.51)	(731.02)	(714.18)
Share of Minority Interest in Profit/Loss	-	-	-	-
Net Profit/(Loss) for the year	(731.89)	(714.51)	(731.02)	(714.18)
EPS (Basic/Diluted)	(5.74)	(5.60)	(5.73)	(5.60)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2024 has been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together
with the comparative period data as at end of March 31, 2023.

In accordance with the Companies Act, 2013 (the Act) and Indian Accounting Standards (Ind AS) 110 on
''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of Interest in other entities'', the Audited
Consolidated Financial Statements is provided in the Annual Report.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year
2023-24.

STATE OF COMPANY''S AFFAIRS

In compliance with order of Hon''ble Supreme Court of India, dated September 19, 2018 Company handed over its sole
revenue generating asset Hotel Park Hyatt, Goa to auction purchaser. Currently Company has no revenue generating
business and exploring new opportunity of the business. The company also contesting in High Court of Bombay at
Goa to retain the abovementioned property.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments (except as provided below in Capital and Debt Structure), affecting the
financial position of the company, have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

CAPITAL AND DEBT STRUCTURE

During the financial year 2023-24, there were no changes in the paid-up equity share capital and voting rights related
thereto, of the company. The equity shares issued by the company are listed at following Stock Exchanges as on March
31, 2024: -

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (''Forty-One Crore Fifty Lakh) was extended up to fifteen
years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference shares are to
be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

However, in recent years, due to reasons beyond its control, the Company has faced significant financial losses, which
have adversely affected its ability to redeem the said RPS and to pay the accrued dividends. During the year under
review, due to the absence of profits, the Company was unable to redeem the first tranche of 10% of the principal
Preference Shares, amounting to ''415.00 Lakhs (Four crore and fifteen lakhs), which was due on October 30, 2023.

On account of the company''s inability to pay its preference shareholders as per the agreed terms, RPS requested the
company to vary their class rights.

Accordingly, the Board of Directors of the company at its meeting held on 03^rd September, 2024, subject to the consent
of more than 75% (in value) of the holders of Redeemable Preference Shares (“RPS"), and receipt of requisite
Shareholders approval, approved the variation as under:

1. Reduction in Coupon Rate from existing 10% per annum to 0.01% per annum on 41,50,000 RPS of face value
''100/- each.

2. Waiver of accrued dividend, to the tune of 95% of the accrued unpaid dividend. The remaining 5% of the accrued
dividend will continue to be payable by the company.

3. Conversion of 6,93,110 Redeemable Preference Shares of the face value of ''100/- each into equivalent number of
Compulsory Convertible Preference Shares of the Face Value of ''100/- each & consequently into 69,31,100 Equity
Shares of the Face Value of ''10/- each, within the prescribed period of 18 months.

CREDIT RATING TO SECURITIES

During the year under review no credit rating was obtained for any securities.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amount/ shares were transferred into IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel

S.No.	Name	DIN/PAN	Designation	Date of appointment/ change in designation/ cessation	Nature of change ((Re) Appointment/ Change in designation/ Cessation)	Mode of appointment/ cessation
1	Kushal Suri	02450138	Whole Time Director	09-02-24	Reappointment	Ordinary Resolution passed at AGM
2	Bhupendra kr. Bhardwaj	01795107	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
3	Snehal Kashyap	09761774	Additional Director	25-08-23	Appointment	Resolution passed at Board Meeting
4	Bhupendra kr. Bhardwaj	01795107	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM
5	Snehal Kashyap	09761774	Independent Director	28-09-23	Change in Designation	Special Resolution passed at AGM

6	Anju Suri	00042033	Non-Executive, Non-Independent Director	22-11-23	Cessation	Resignation
7	Vijay Mohan Kaul	00472888	Independent Director	22-08-23	Cessation	Resignation
8	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	29-07-23	Cessation	Resignation
9	Ms. Kapila Kandel	EZLPK2549N	Company Secretary	08-08-23	Appointment	Resolution passed at Board Meeting

Mr. Kushal Suri Whole Time Director of the Company is liable to retire by rotation at the ensuing annual general
meeting offers himself for re-appointment.

On account of completion of the second term, the office of Mr. Praveen Kumar Dutt (DIN: 067125740, Non-Executive
Independent Directors of the company, shall be vacated on 26^fc September 2024. In compliance with SEBI LODR
Regulations and the Companies Act, 2013, as amended, on basis of recommendation by the Nomination and
Remuneration Committee Mr. Bhupender Raj Wadhwa (DIN: 00012096), who was, “subject to the approval of
shareholders", appointed as an Additional (Independent) Director of the Company by the Board of Directors for first
term of five years w.e.f 03^rd September, 2024 till 2^ndSeptember, 2029.

All the Directors including Independent Directors and Key Managerial Personnel get appointed at the
recommendation of Nomination and Remuneration Committee wherein the abovementioned committee checks and
evaluate all the required aspect of individual before recommending him/her to Board for such appointment.
Further, in case of re-appointment of Director, evaluation of his / her performance in last term are gets considered.

STATEMENT ON INDEPENDENT DIRECTOR''S DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the
Financial Year 2023-24 held on May 30, 2023 has provided declaration on their status as an Independent Director and
they meet the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has
been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Tuesday
May 30, 2023, without the presence of any other Director(s). The Independent Directors reviewed the performance of
regular Chairperson of Board, Non-Independent Directors and the Board as a whole and assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board. The Company
Secretary acted as a secretary to the Meeting.

Certificate of compliance of Code of Conduct of the Company for Directors, Key Managerial Personnel and senior
management is part of the Corporate Governance report of this annual report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Board has conducted total five (5) meetings to transact the business of the
Company. Details of all Board meetings and respective Committee meeting are given in Corporate Governance
Report section of this Annual Report.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with
respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate
Governance Report''.

NOMINATION AND REMUNERATION POLICY

Your company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the
Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended.
The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to
be given under the aforesaid provisions, is given in the ''Corporate Governance Report'' section of this Annual Report.
The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to
provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures
Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications,
positive attributes and independence of a Director, matters relating to the remuneration, appointment/
re-appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The Company keeps amending the said policy with requisite changes in accordance with the Companies Act, 2013,
as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The detailed policy on Director''s appointment and remuneration including criteria for determining qualification,
positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available
at our website and can be accessed at www.bluecoast.in.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee in their Meeting held on May 30, 2023 has carried out
performance evaluation of Board as whole, committees and the individual performance of each Directors including
Independent Directors. The manner in which the evaluation carried out has been detailed in the Corporate
Governance Report.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure ''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2024, on a going
concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its
operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The company''s internal financial control procedures ensure the reliability of
the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

AUDITORS

I) STATUTORY AUDITORS

M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), were appointed by the members, as
the Statutory Auditors of the company, for a term of five (5) consecutive years, to hold office from the conclusion
of the 29^th AGM of the company held on 27^th September 2022, until the conclusion of 34^fc AGM of the company, to
be held in the year 2027.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report, Wherein, Auditor drew attention to Note No. 27 (a) & 27(g) in
the standalone financial statement, regarding handing over of only operational asset of the company to the auction
purchaser pursuant to the Hon''ble Supreme Court order, accumulated losses, no revenue from operations and
default in redemption of 10% of the principal amount i.e. ''4.15 crores of Cumulative Redeemable Preference Share
due on 30.10.2023, these matters raising significant doubt on the Company''s ability to continue as a Going Concern.

EXPLANATION

• On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002,
against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01 Lakhs.
On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the Hotel to
the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order, the
Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser
on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to
aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882
by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication
at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the
company as a going concern and may also impact the alleged sale of Hotel property at Goa.

• In term of Section 48 and 55 of the Companies Act, 2013 shareholders of the Company through postal ballot result
dated 20.09.2017 passed a resolution wherein they have extended tenure of redemption of 10% 41,50,000
Redeemable Cumulative Preference Shares (NCRPS) by a further period of 15 years subject to redemption of 10%
every year from 21^st year onwards i.e with effect from 30^fc October, 2023 till 30th October, 2032.However, due to
non- availability of sufficient fund, the Company defaulted in redemption of 10% of the principal amount i.e.
''4.15 crores of Redeemable Preference Share due on 30.10.2023.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Tuesday, July 23, 2024 appointed Mr. Ajay Kumar, Practicing
Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial
year 2023-24.

The Report in Form MR-3 is enclosed as Annexure-''C'' to this Annual Report and there are no qualifications,
reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identified as material unlisted
subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and
pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast
Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure ''C-1'' & Annexure ''C-2''.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2024 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of the Subsidiaries/Associates/Joint venture is attached
as Annexure ''A'' to this Report in the prescribed form, AOC-1.

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit, within the
meaning of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the Financial
Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and
in the ordinary course of business. During the year under review there were no materially significant related
party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under
the Act and Part C of Schedule V of Listing Regulations is given in the ''Corporate Governance Report''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as specified under Section 135 (1) of
the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, since your company for the past five years was not falling under section 135 of Companies Act, 2013.
Hence, Company didn''t require the formation of Corporate Social Responsibility Committee.

Therefore, Board of Directors in their meeting held on 14^fc February, 2024 duly dissolved the standing Corporate
Social Responsibility Committee of the Company till further requirement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

In compliance with order of Hon''ble Supreme Court of India, Company has handed over the possession of its only
operating property on September 19, 2018, hence the consumption of energy or technology absorption and
foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and the company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the website of the
Company at, www.bluecoast.in

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees
and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher level of superiors including Chairman of the Audit
Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS

No significant and material orders passed by regulators / courts / tribunals during the period under review.
SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate
and operating effectively.

WEBLINK OF ANNUAL RETURNS

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on
March 31, 2024 of your company is available at https://www.bluecoast.in/annual-returns

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management
Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE LEGAL MATTERS

i) On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act,
2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of ''515,44.01
Lakhs. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to handover the possession of the

Hotel to the auction purchaser within a period of six months. In compliance of Hon''ble Supreme Court order,
the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction
purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser
pursuant to aforesaid order has impacted the company''s ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act,
1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending
adjudication at Hon''ble High Court of Bombay at Goa. The outcome of the writ petition may have the material
impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.
ii) In 2010, the Company, participated in a tender for setting up of a five-star hotel property at Aerocity, Delhi,
invited by Delhi International Airport Limited (DIAL). Upon qualifying for the bid, the company (in
compliance with the condition of Request for Proposal, issued by DIAL), incorporated a Special Purpose
Vehicle Company (SPV) ''Silver Resort Hotel India Private Limited'' ("SRHIPL") to carry on the Proposed
Project (Delhi Hotel Project) at Aerocity Delhi, and raised fund through various sources including from retail
space buyers.

However, on account of various factors including non - receipt of security clearance, Delhi Hotel Project, could
not take off and space buyers demanded their money back and initiated a representative suit in 2015, before the
Hon''ble High Court of Delhi bearing no. CS(OS) 176/2015 Kamal Sharma & ors Vs. Blue Coast Infrastructure
Development Pvt. Ltd. ("BCIDPL") & ors. (The Company & other individual Promoters were respondents in
such Representative Suit). The company alongwith its erstwhile SPV and BCIDPL agreed to propose a
compromise to make arrangements for a contingency of ''315.62 Crore (subject to final adjudication) & the
terms were duly recorded before Hon''ble High Court of Delhi. As of 31.03.2024, the balance of the contingency
stands at ''94.57 Crore. The primary parties to the case have been continuously paying the agreed amounts.
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY,
AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the
requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable to the company due to less number of employees.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central
Government, State Government, Company''s Bankers, Auditors, Members, Lawyers and other business
associates. The Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by the employees at all levels.

By Order of the Board
For Blue Coast Hotels Limited

Place: New Delhi Sd/- Sd/-

Date : 03.09.2024 Manjendu Sarker Bhupendra Kumar Bhardwaj

Director Director

DIN: 06856271 DIN: 01795107

---

Mar 31, 2024

Your directors have pleasure in presenting the 39 ^th Annual Report on business, operations, and achievements of the company together with the audited financial statements for the financial year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS ('' in Lakhs)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Sales	168213.43	141395.48	152943.38	133547.91
Other Operating Income	829.82	357.52	815.97	340.42
Other Income	1397.08	613.34	1256.57	575.88
Total Income	170440.33	142366.34	155015.92	134464.21
EBITDA	17259.54	8566.65	17438.47	8302.86
Finance cost	371.02	198.08	350.94	198.08
Cash Surplus	16888.52	8368.57	17087.53	8104.78
Non-Cash Items:
Depreciation & Amortisation	3346.95	2793.04	2189.98	1800.57
Profit before Tax	13541.57	5575.53	14897.55	6304.21
Tax - Current Year	3932.22	1681.78	3856.64	1659.99
Tax - Earlier Years	(9.03)	5.86	(9.04)	(0.41)
Deferred Tax	(43.65)	20.34	(43.65)	20.34
Profit after Tax before non-controlling interest	9662.03	3867.55	11093.60	4624.29
Less: Non - controlling interest	46.04	0.03	-	-
Profit after Tax and non-controlling interest	9615.99	3867.52	11093.60	4624.29
Other Comprehensive Income (Net of Tax)	(184.18)	(148.03)	(202.59)	(144.78)
Total Comprehensive Income	9431.81	3719.49	10891.01	4479.51
EPS (Basic) & Diluted	1.88	0.77	2.17	0.92

TOTAL INCOME	863		1200		1557		1424		1704
('' in Crores)
Consolidated 2019-20 2020-21 2021-22 2022-23 2023-24

Note : Figures in brackets represent negative numbers.

REVIEW OF PERFORMANCE

The consolidated revenues for the current year at ''1,70,440.33 Lakhs are up by 19.72 percent against previous year revenues of ''1,42,366.34 Lakhs on the strength of buoyant revenue increase in medical devices business followed by Active Pharmaceutical Ingredients (API) business and Formulation business.

The current year export revenue at ''64,775.16 Lakhs grew by 14.21 percent against previous year revenues of ''56,714.88 Lakhs. The continents comprising of Americas, Europe and middle east contributed significantly for the growth of export revenue. The domestic business also registered a healthy growth of 22.61 percent during the year.

The dip in revenues experienced during the previous year have been compensated by copious growth recorded during the current year, across the major business segments

i.e. Medical Devices, API and the Formulation business.

During the year, the medical devices business recorded a

huge revenue growth of 35.36 percent in its annual revenues. The API (Active Pharmaceutical Ingredient) business recorded revenue growth of 15.46 percent whereas formulation business grew up by 19.79 percent on strength of better market covered during the current year ending 31^st March, 2024. The Over the Counter (OTC) business carried under wholly owned subsidiary, Dr. Morepen Limited, registered a decline of 5.07 percent in its annual revenue for the current year.

With current year annual revenues of ''44,271.59 Lakhs, the share of medical devices business in total revenue of the company, has increased to 26.19 percent against 23.07 percent in the last year. The share of API business, with current year annual revenues of ''94,440.75 Lakhs has come down to 55.87 percent from 57.70 percent in preceding financial year. The share of formulation business with current year revenues of ''21,483.12 Lakhs has improved marginally to 12.71 percent from 12.65 percent in last financial year. The share of OTC business, with annual revenues of ''8,847.78 Lakhs has come down to 5.23 percent from 6.57 percent recorded in preceding financial year.

API business with largest revenue share of sales revenue at 55.87 percent is growing up consistently on the strength of 17.69 percent growth in domestic business and 14.44 percent growth in exports portfolio. On the strength of huge growth in Fexofenadine (anti-histamine) revenues followed by handsome increase in Rosuvastatin (anti-coagulant) revenues, API business recorded a revenue growth of 15.46 percent revenue growth during the year, despite drop in Loratadine (anti-histamine) revenues. The API business has grew up by compounded annual growth rate (CAGR) of 18.81 percent during past five years ending 31^st March 2024.

With current year revenue of ''44,271.59 Lakhs, the medical devices business has registered annual revenue increase of 35.36 percent during the current year. Blood gluco measuring business, with annual revenue of ''34214.84 Lakhs grew up by 34.65 percent, registering fabulous compound annual growth rate (CAGR) of 30.07 percent during five year period ending 31^st March, 2024. The second important product line, Blood Pressure Monitors, business grew by 36.31 percent and having

remarkable CAGR of 28.59 percent. The medical devices business has registered CAGR of 27.34 percent during five year period ending 31^st March, 2024.

The formulation business with its current year revenues of ''21483.12 Lakhs has registered a outstanding growth of 19.79 percent against previous year revenues of ''17933.71 Lakhs. The growth in business of institutional supplies by 129.43 percent and brand sharing generics business by 37.15 percent paved the way for such fantastic growth. The current year generics business at ''8564.85 Lakhs, branded Rx (prescription) business at ''4376.86 Lakhs, the institutional supplies business at ''4324.39 Lakhs and contract manufacturing business at ''4216.30 Lakhs helped the formulation business to register fantastic revenue growth.

The Over the Counter (OTC) business at ''8843.78 Lakhs recorded a decline of 5.07 percent in its current year revenues. The revenues from burns ointment brand ''Burnol'' and multiple products promoted under the brand sharing category has gone up during the year. The revenue from cold relief range of products, promoted under the brand ''Lemolate'' and other OTC products have come down.

On the strength of 19.25% increase in revenues for the year under review and better product margins, Earning before Interest, Depreciation & Amortisation and Tax (EBIDTA) improved by 101.47 percent to ''17259.54 from ''8566.65 Lakhs in last financial year. All the business segments except formulation business generated surplus leading to improved performance of the company for the year under review. The company is working to improve the performance of all business segments and expects formulation business to generate surplus, leading to overall improvement in the performance of the company.

On a standalone basis, for the current year ended 31^st March, 2024, the company recorded annual sales revenues of ''152943.38 Lakhs, registering a handsome growth of 14.52 percent against previous year revenues of ''133547.91 Lakhs.

Financial Performance

Sales

The consolidated sales revenues for the year under review at ''168213.43 Lakhs, are up by 18.97 percent against previous year revenues of ''141395.48 Lakhs. Total Income for the current year at ''170440.33 Lakhs against ''142366.34 Lakhs in the preceding year, an increase of 19.72 percent. The growth in domestic sales revenues at ''104268.09 Lakhs is outstanding at 22.61 percent followed by handsome growth in export sales revenue of 14.21 percent, at ''64775.16 Lakhs.

Material Cost

The material cost, as a percentage of total income at 62.33 percent, against 67.13 percent in last year, a drop of 480 basis points. The fall in input prices and better price realisation has helped the company to improve its profit margins.

Employee Cost

The current year employee cost at ''18,146.55 Lakhs is up by 17.32 percent against previous year cost of ''15468.05 Lakhs, on account of increase in manpower strength by 24.78 percent and the periodic wage increase. However, manpower cost as percentage of total Income has come down to 10.65 percent against 10.86 percent in preceding year because of increase in current year income by 19.25 percent. The company continues to pay merit based employee compensation to retain best available talent.

Other Expenses

The consolidated expenditure on manufacturing, sales & marketing and the administrative activities at 16.89 percent of total Income, is at higher levels, against 15.98 percent recorded in the preceding financial year due to increased spend on manufacturing & related activities by 37.28

percent and 66.20 percent on selling & distribution network. However, administrative expenses reduced by 11.19 percent.

Finance Cost & Depreciation

Finance cost at ''371.02 Lakhs, represents interest on working capital facilities backed by fixed deposit made by the company, interest pay outs on car loans and interest payment on delayed payment of advance income tax. Annual consolidated depreciation & amortisation charge are up by 19.83 percent at ''3346.95 Lakhs against ''2793.04 Lakhs in the previous year, on account of increase in amortisation and depreciation charges during the year.

Other Operating Income & Other Income

The consolidated other operating income represents export incentives and others. The export incentives for the current year at ''815.97 Lakhs are up by 159.74 percent against last year amounting to ''314.15 Lakhs.

Consolidated other income representing currency fluctuations, interest income and others is up by 127.78 percent at ''1397.08 Lakhs, against previous year of ''613.34 Lakhs.

Profit after Tax

The consolidated profit before interest, depreciation and tax is up by 101.47 percent at ''17259.54 Lakhs against ''8566.65 Lakhs recorded in the previous financial year. Net profit after tax but before share of profit from noncontrolling interest is up by 149.82 percent at ''9662.03 Lakhs against ''3867.55 Lakhs in last financial year. The consolidated net profit, net of minority share, at ''9615.99 Lakhs is up by 148.63 percent over last years'' profit of ''3867.52 Lakhs. Total Comprehensive Income for the current year at ''9431.81 Lakhs, has made huge jump of 153.58 percent against preceding year income of ''3719.49 Lakhs.

Business wise Performance:

Active Pharmaceutical Ingredients (API)

API business has been the backbone of the company since

its inception and has always maintained its position as largest revenue driver. It has been consistently exporting to both regulated and non-regulated markets for past many years and has made a unique position for itself in global API markets on strength of supply of quality API''s across the globe.

It has recorded a growth of 15.46 percent in its annual revenues for the current year at ''94440.75 Lakhs on the strength of 17.69 percent growth in domestic revenues and 14.44 percent growth in export revenues. API revenue share in consolidated revenue of the company stands at 55.87 percent against last year share of 57.70 percent. The customer base was expanded with addition of 184 new customers. The company''s share in total exports from India for Loratadine and Montelukast has remained healthy at 65 percent and 43 percent respectively during year ending December 31,2023. For Atorvastatin, the company''s export share, from India has improved sustainably to 16 percent in calendar year ended December 31,2023, from 10 percent in last financial year ending 31^st March, 2023. The company''s share in total exports from India for Desloratadine, Fexofenadine and Rosuvastatin for 12 months ending December 31, 2023 is at , 47 percent, 18 percent and 8 percent respectively.

Exports to North and South American markets has registered a revenue growth of 36.04 percent, followed by 7.09 percent and 2.38 percent growth in Europe and Asia, respectively.

The share of Loratadine and Montelukast revenue, in total API revenues with a combined revenue of ''47045.97 Lakhs, is at 49.82 percent against 61.02 percent in the preceding financial year. The share of Fexofenadine in API total revenue, with sales revenue of ''13314.12 Lakhs jumped to 14.10 percent from 4.02 percent recorded in last fiscal ending 31^st March, 2023.

The combined revenue share of Atorvastatin and Rosuvastatin at ''25877.41 Lakhs moved to 27.40 percent against 23.51 percent in last financial year. The sales revenue of some of the new products comprising of Olmesartan, Rivaroxaban, Vonoprazan, Empagliflozin, Vortioxetine and Apixaban, have move up during the year. The sales revenue of some of the other new products like Sitagliptin, Dapagliflozin, Linagliptin and Edoxaban have come down on account of steep price registered during the year.

Home Diagnostics - Point of care Device Business

With astounding growth of 35.36 percent, the current year revenues have risen to peak of ''44271.59 Lakhs. The current year revenue have surpassed the top revenue

generated during Covid pandemic on account of extra ordinary demand generated by it. The annual growth in revenues have been fantastic, with a CAGR (compounded annual growth rate) of 27.34 percent recorded during past five years.

Blood Gluco business with annual revenues of ''34214.84 Lakhs has regained growth its momentum and registered a growth of 34.65 percent in its annual revenues. The five year CAGR for the Blood Gluco business have been outstanding at 30.07 percent.

The growth in BP monitor revenue has also been magnificent at ''7944.39 Lakhs, a growth 36.31 percent against previous year revenues of ''5828.23 Lakhs. The five year CAGR for the Blood Gluco business have been outstanding at 28.59 percent.

The revenue contribution by other products including Thermometers, Oxygen Concentrator, stethoscope, vaporizer, Digital weighing scale, Pregnancy testing kit & others are at ''2112.41 Lakhs against ''1467.85 Lakhs, a growth of 43.91 percent. The company continues to expand on marketing activities to improve the visibility of its product range across all the geographies, the company is spending.

During the year process of in house mounting of bare Printed Circuit Board (PCB) was started which is a significant

achievement. Injection Moulding capacity was enhanced with installation of more new machines. The production of more raw materials of Glucometer and Blood Pressure Monitors was started in house through backward integration.

Finished Formulations

The finished dosages business is making steady growth over the years and has recorded a net sales revenue of ''21483.12 Lakhs during the year against last year revenue of ''17933.71 Lakhs, a growth of 19.79 percent.

The institutional supplies business, at current year revenues at ''4324.39 Lakhs, registered a revenue growth of 129.43 percent, a huge boost for the formulation business of the company. The generics business at ''8564.85 Lakhs have recorded a growth of 37.15 percent. At ''4376.86 Lakhs, current year branded formulation business posted a small growth of 1.20 percent over the last year revenues of ''4324.91 Lakhs. The contract manufacturing business at ''4216.30 Lakhs has come down, on account of utilisation of capacities for institutional business. Under the Branded Prescription (Rx) product category, the top three therapeutic categories namely Antibiotics, Gastroenteritis and Vitamins collectively registered a growth of 16.13 percent. In the current year, their annual revenues amounted to Rs. 4148.34 Lakhs, whereas in the previous financial year, sales revenue for these categories was ''3572.02 Lakhs.

During the year new capacities were built for manufacture of tablets wherein tablet manufacture capacity were increased to 162.00 units from 92.40 units in last financial year. The capacities for capsule, oral liquid, sachet and dry syrup has also be enhanced. It will help build revenue growth in the coming financial years.

DIVIDEND

Due to the increasing resource requirements for the company''s business expansion, the directors have decided not to recommend any dividend for the year under review. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 (''Listing Regulations'') is available on the Company''s website at https://www.morepen.com/public/img/Dividend%20 Distribution%20Policy.pdf

RESERVES

Standalone net profit after tax of ''11093.60 Lakhs has been carried forward to the ''Retained Earnings'' during the year. No amount has been transferred to the general reserve during the current year.

DEPOSITS

The company has not accepted deposits from the public, during the year under review, within the meaning of Section 73 of the Companies Act, 2013 (''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCES

The company continues to fund its growth through its internal accruals without relying on any outside funding support. The company continues to avail credit facilities backed by fully paid fixed deposit provided by the company. The company also availed car loan facilities during the year.

To fund capital expenditures, working capital requirements and others, the Board of Directors and members of the company have approved raising up-to ''350,00,00,000 (Rupees Three Hundred Fifty Crore Only) through one or more qualified institutions placement (''QIP'').

SHARE CAPITAL

In respect of 50,62,872 Equity Shares surrendered with the company for the cancellation, in compliance with Hon''ble NCLT order dated 12.03.2018, in response to the company''s application before Stock Exchanges for the cancellation of these equity shares from its total listed capital, the stock exchanges informed the company that they will not be in a position to further proceed with the application (i.e., processing for cancellation of shares) as the company had not been able to comply with the order of the National Company Law Tribunal, Chandigarh in its entirety.

On 5 ^th August 2024, the company has issued and allotted 3,67,84,991 Equity Shares of ''2/- each at a price of ''54.37/- each to 14 allottees; through a qualified institutions placement.

The Equity Shares issued by the company are listed at following Stock Exchanges as on 31^st March 2024:

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Annual listing fee for the financial year 2024-25 has been paid to both the Stock Exchanges. The Equity Shares continue to be listed on NSE and BSE.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on 31^st March 2024, the company has five (5) subsidiaries, namely:

1. Dr. Morepen Limited

2. Morepen Devices Limited

3. Morepen Rx Limited

4. Total Care Limited (subsidiary of Dr. Morepen Ltd.)

5. Morepen Bio Inc., USA (Formerly Morepen Inc.)

There has been no material change in the nature of business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act. Pursuant to provisions of the Act, a statement containing salient features of the subsidiaries of the company in prescribed format (AOC-1) is attached with this report.

Further, pursuant to Section 136 of the Act, the audited financial statements of the company and subsidiaries, are available of the company website at https:// www.morepen.com/invetors.

Dr. Morepen Limited

The current year sales revenues at ''8843.78 Lakhs, for the over the counter (OTC) business has recorded revenue a drop of around 5.07 percent, against last year revenues of ''9319.29 Lakhs. The revenues from burns ointment brand ''Burnol'' and other range of products promoted under the brand sharing category has gone up during the year. The revenue from cold relief range of products, promoted under the brand ''Lemolate'' and other OTC products have come down.

The combined sales revenues, during the year for two prominent brands comprising of Burnol (Burn Cream) and Lemolate (Cough & Cold) at ''1816.16 Lakhs has gone up by 6.95 percent against previous year revenues of ''1698.12 Lakhs.

OTC range, which refers to a range of other over-the -counter products, has experienced a decline in annual revenues. The revenue for OTC range is at ''2131.48 Lakhs, a dip of 10.17 percent against last year revenues of ''2372.88 Lakhs. The brand sharing revenues have increased to ''3859.63 Lakhs, representing a growth of 28.38 percent compared to last year revenues of ''3006.50 Lakhs.

The grooming trading business, with its annual revenues of ''1031.73 Lakhs have recorded a decline of 54.65 percent in its annual revenues.

The revenue from online channels have come down by 40.08 percent to ''589.35 Lakhs against ''983.49 Lakhs recorded in the last financial year.

Morepen Devices Limited & Morepen Rx Limited

No operating activities have been carried out during the year.

Total Care Limited

The company is dealing in OTC & Health Care products.

The revenue during the year has been modest at ''4.00 Lakhs.

Morepen Bio Inc. (Formerly Morepen Inc.)

Morepen Bio Inc. has been the marketing and distribution interface of the company in USA primarily for its API business. However the company intends to use it presence in US markets for Bio similar and other pharmaceuticals activities as and when any opportunity arises. During the year, it has procured Bulk Drugs (i.e., API) from its parent and sold in US and neighbouring markets, either directly or through local trade channels. During the current year, the company has recorded revenue of ''14601.40 Lakhs ($17,513,975) as against ''2698.08 Lakhs ($3,281,931) of previous year. The company has recorded 54.36 percent growth in post-tax profit at ''173.49 Lakhs during the year against profit of ''112.39 Lakhs recorded in the last financial year ending 31^st March, 2023.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31^st March 2024 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended together with the comparative period data as at and for the previous year ended 31^st March 2023.

In accordance with the Companies Act, 2013 and Indian Accounting Standards (Ind AS) 110 on ''Consolidated Financial Statements'' read with Ind AS 112 on ''Disclosure of interests in other entities'', the Audited Consolidated Financial Statements is provided in the Annual Report.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries is attached as ANNEXURE ''A'' to this Report in the prescribed form, AOC-1.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March 2024, the company has seven (7) directors with an optimum combination of Executive and NonExecutive Directors including one woman director. The Board comprises 5 Non-Executive Directors, all of them are Independent Directors.

Pursuant to provisions of Section 203 of the Act, Mr. Sushil Suri, Chairman & Managing Director, Mr. Sanjay Suri, Whole Time Director, Mr. Ajay Kumar Sharma, Chief Financial Officer and Mr. Vipul Kumar Srivastava, Company Secretary, are the Key Managerial Personnel of the Company as on 31^st March 2024.

Changes in Directors & Key Managerial Personnel

During the year under review, the Members approved the

following appointment and re-appointment of Directors.

1. The members in their 38 ^th Annual General Meeting (''AGM'') held on 28^th September 2023, approved the appointment of Mr. Sanjay Suri (DIN: 00041590), who retired by rotation at said annual general meeting and being eligible, offered himself for re-appointment.

2. Pursuant to approval of members at 38^th AGM, the term of Mr. Sushil Suri (DIN: 00012028) as a Chairman & Managing Director has been re-appointed for a period of 3 years commencing from 20^th October 2023 till 19^th October 2026.

Mr. Praveen Kumar Dutt (DIN: 06712574), Non-Executive Independent Director of the company, appointed on 13^th August 2019, for a term of 5 consecutive years i.e., till 12 ^th August 2024. Keeping in view of the completion of his term of appointment, the Nomination and Remuneration committee and Board of Directors has recommended and approved, respectively, the appointment of Mr. Praveen Kumar Dutt for second term, for 5 consecutive years, subject to approval of the members at the forthcoming 39 ^th Annual General Meeting.

On account of completion of their second term, the office of Mr. Manoj Joshi (DIN: 00036546), Mr. Sukhcharan Singh (DIN: 00041987) and Mr. Bhupender Raj Wadhwa (DIN: 00012096), Non-Executive Independent Directors of the

company, shall be vacated on 18^th September 2024. In compliance with SEBI LODR Regulations and the Companies Act, 2013, as amended, Pursuant to recommendation of the Nomination and Remuneration Committee, the Board of Directors of the company have appointed Mr. Ranjit Khattar and Mr. Sharad Jain, as NonExecutive Independent Directors of the Company, for a term of 5 consecutive years on 12 ^th August 2024 and 27 ^th August 2024, respectively (i.e., till 11^th August 2029 and 26 ^th August 2029 respectively), subject to approval of the members at the forthcoming 39 ^th Annual General Meeting.

Mr. Sanjay Suri (DIN: 00041590), is liable to retire by rotation and being eligible, offered himself for reappointment, at ensuing AGM. The Board of Directors of the company, based on the recommendation of nomination and remuneration committee and subject to approval of members of the company at ensuing AGM, recommend reappointment of Mr. Sanjay Suri at ensuing AGM. The Board of Directors is seeking consent of members for reappointment of Mr. Sanjay Suri at 39 ^th AGM.

Declaration by Independent Director(s)

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the company.

Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out its own performance evaluation, that of the Committees and the individual performance of its directors. The performance of non-independent directors, the Board as a whole and the Chairman of the company was evaluated, taking into account of views of executive directors and non-executive directors, in the separate meeting of the Independent Directors. The enclosed ''Corporate Governance Report'' containing the other relevant details of evaluation of Board, Committee and Directors.

Familiarization Programme for Independent Directors

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in ''Corporate Governance Report''.

Meetings of Board of Directors

The Board of Directors met six (6) times during the year under review, to transact the business of the company, the details of which are given in ''Corporate Governance Report''.

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the company was held 31^stJanuary 2024, without the presence of Non- Independent Directors

and members of the Management except Company Secretary. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of chairperson of the company and assessed the quality, quantity, and timelines of flow of information between the company management and the Board. All the Independent Directors of the company were present in the meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) read-with section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

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

b) they have 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 and of the profit and loss of the company for that period;

c) they 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 prevention and detecting of fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively;

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

MANAGERIAL REMUNERAION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Ratio of the remuneration of each Director to the median remuneration of the employee''s (MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as ANNEXURE ''B''.

(b) The Statement containing the particulars of employees as required under section 197(12) of the Act read with Rule 5(2) and other applicable Rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of

Section 136 of the Act the said annexure is open for inspection at the Registered and Corporate office of the company during the working hours. Any member interested in obtaining a copy of the same may write to the company and obtain the copy within statutory prescribed timeline.

(c) No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the company or its subsidiary company.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. The complete details with respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate Governance Report''.

VIGIL MECHANISM

The company has established a Whistle Blower Policy/ Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behaviours, actual or suspected fraud or violation of the company''s Code of Conduct or Policy. The said policy provides for adequate safeguard against victimization and

direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

RISK MANAGEMENT

The company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls the risk through means of a properly defined framework.

The company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the company.

The company have a Risk Management Committee of the Board of Directors for monitoring and reviewing of the risk and its management thereof.

NOMINATION AND REMUNERATION COMMITTEE

Your company has a Nomination and Remuneration Committee in compliance with the provisions of Section 178 the Act and Regulation 18 of Listing Regulations. The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to be given under the aforesaid provisions, is given in the ''Corporate Governance Report''.

The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (''KMP'') and other employees of the company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Act and Para A of Part D of Schedule II of Listing Regulations, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The detailed policy formulated by Nomination and Remuneration Committee is available at http://www.morepen.com/pdf/Nomination-and-Remuneration-Policy.pdf.

STATUTORY AUDITORS

At 37 ^th AGM held on 27 ^th September 2022, M/s. S. P Babuta & Associates, Chartered Accountants, (FRN: 007657N), were appointed by the members, as the Statutory Auditors of the company, for a term of five (5) consecutive years i.e., to hold office from the conclusion of the 37^th AGM till the conclusion of 42^nd AGM of the company, to be held in the year 2027.

EXPLANATION TO AUDITORS REPORT

The Notes on financial statement referred to in the Statutory Auditors'' Report, enclosed with the financial statements, are self-explanatory and do not call for any further comments. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks, or disclaimers, which would be required to be dealt with in the Boards'' Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Praveen Dua, Company Secretary, Proprietor of M/s. P D and Associates, Company Secretaries, was appointed by Board of Directors of the company as Secretarial Auditor of the company for the financial year 2023-24. The Secretarial Audit Report is annexed and forms part of this report as ANNEXURE ''C''.

Pursuant to the compliance of the Listing Regulations Secretarial Audit Report of Dr. Morepen Ltd., is annexed herewith as ANNEXURE ''C - 1''. Dr. Morepen Ltd. was a material unlisted subsidiary company in the financial year 2020-2021 but has not qualified the criteria of material unlisted subsidiary from the financial year 2021-2022 onwards. The company is mandated by law to obtain Secretarial Audit Report up-to three financial years from the financial year from which the Dr. Morepen Ltd. ceased to be a material subsidiary, in accordance with second proviso of Regulation 15 (2) (a) of the Listing Regulations.

The annexed Secretarial Audit Report of Dr. Morepen Limited is in respect of the third and last financial year, out of total three succeeding financial years from the financial year in which the status of Dr. Morepen Limited has been changed from the material subsidiary company to subsidiary company.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The notes referred to in the secretarial auditor''s report of the company are self-explanatory and do not call for any further comments. The secretarial auditor'' report does not contain any qualification, reservation, adverse remark or disclaimer.

The observations made in point no. (g) i.e., cancellation of equity shares surrendered by FD holders, the company has filed application with the Stock Exchanges to take effect of such cancellation of equity shares from total listed capital of the company and awaiting their response, although said shares were cancelled by the Board of Directors. Further, in point no. (h) i.e., appointment of Central Government Nominee Directors, the requisite explanations are already given in point (i) of ''Legal and Corporate Matters'', in this report.

The notes referred to in the secretarial auditor''s report of Dr. Morepen Ltd., are self-explanatory and do not call for any further comments. The secretarial auditor'' report does not contain any qualification, reservation, adverse remark or disclaimer.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report in compliance with Regulation 34(2)(f) of the Listing Regulations, enclosed as ANNEXURE ''D''.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

COST AUDIT

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting Records maintained by the company are required to be audited by the Cost Auditors. The Board of Directors of the company on the recommendation of the Audit Committee, has appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the company for the financial year ended 31^st March 2025, at a remuneration of ''2.50 Lakhs, subject to the ratification of their remuneration by the members at the ensuing AGM.

INTERNAL FINANCIAL CONTROLS

The company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of business operations. The company''s internal financial control procedures ensure that company''s financial statements are reliable and prepared in accordance with the applicable laws.

Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (''CSR'') Committee of the company was constituted by the Board to monitor implementation of CSR activities by the company in accordance with Section 135 read with Schedule VII of the

Act read with (Corporate Social Responsibility Policy) Rules, 2014, as amended. The composition of the CSR Committee, CSR Policy and Projects approved have been placed on the website of the company. Based on the recommendation of the CSR Committee, your Board has adopted a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII.

The Report on CSR Activities with details of the composition of CSR Committee, , CSR initiatives and activities during the year is annexed and forms part of this report as ANNEXURE ''E''. The CSR Policy is available on the company''s website at https://www.morepen.com.

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

The company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, while dealing with issues related to sexual harassment at the workplace. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. No complaint has been received by the company , during the year.

LEGAL & CORPORATE MATTERS

(i) In the matter of appointment of government directors on the board of the company under section 408 of erstwhile Companies Act, 1956, the company''s appeal, against Hon''ble National Company Law Tribunal (''NCLT'') order dated 06 ^th October 2021, confirming appointment of two government directors on the board of the company for a period of 3 years, filed before Hon''ble National Company Law Appellate Tribunal (''NCLAT''), was dismissed vide its order dated 25^th April 2023.

However, the company filed an appeal before Hon''ble Supreme Court of India, against the order passed by Hon''ble NCLAT. The Hon''ble Supreme Court vide its order dated 29^th May 2023, granted stay on the contempt proceeding and also issued notice to the central government. The central government has filed a counter affidavit during the year. The matter is under adjudication.

(ii) In the matter of prosecutions launched by the Registrar of Companies/Central Government against the company and its director''s u/s 235 of the erstwhile Companies Act, 1956, the company is defending itself and its directors both past and present, against the said prosecutions pending before the Court. Out of the 27 matters filed against the company and & its directors, 13 have been compounded and 14 matters are pending adjudication. In all the outstanding matters, the company has filed an application for a single trial of various matters arising out of the same transaction under Section 220 read with Section 219 of the Criminal Procedure Code.

(iii) The Securities and Exchange Board of India (SEBI)''s application dated 20^th July, 2021, filed before the Hon''ble Supreme Court of India, against order dated 15 ^th April 2021, passed by Hon''ble Securities Appellate Tribunal (SAT), Mumbai, setting aside SEBI, Whole-Time Member (WTM), order dated 24^th September 2019, prohibiting the company from accessing the securities market for one year, is pending adjudication.

ANNUAL RETURN

The Annual Return is available at the website of the company at http://www.morepen.com/pdf/Annual-Return.pdf.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company post-date of signing of Balance Sheet of the company.

CONSERVTION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANT OUTGO

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE ''F''.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, one transaction has fallen under the definition of related party transaction as per

Section 188(1) of the Act. Accordingly, the disclosure of related party transaction under Section 134(3)(h) of the Act in Form AOC -2 is enclosed herewith as ANNEXURE ''G''.

Rest other related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations and performance of the Company is set out in the Management Discussion and Analysis Report pursuant to Part B of Schedule V of Listing Regulations which forms part of the Annual Report for the year under review as ANNEXURE ''H''.

HUMAN RESOURCES

A detailed review of Human Resources of the company is set out in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Part E of Schedule V of Listing Regulations forms part of this report and is annexed as ANNEXURE ''I''.

ACKNOWLEDGMENTS

The Directors wish to express their sincere gratitude to all stakeholders for their cooperation, continuous support, and confidence in the company''s management. We extend our heartfelt thanks to the shareholders, customers, online trade partners, dealers, suppliers, bankers, governments, and all other business associates for their invaluable contributions to the company''s success. Your support has been instrumental in driving our growth and achievements.

For and on behalf of Board of Directors

Sushil Suri

Place: Gurugram, Haryana (Chairman & Managing Director)

Date: 27^th August 2024 DIN: 00012028

---

Mar 31, 2023

DIRECTORS’ REPORT

Dear Shareholders,

Your directors have pleasure in presenting the 38*'' Annual Report on business, operations, and achievements of the
company together with the audited financial statements for the financial year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Sales	141395.48	154156.51	133547.91	144604.93
Other Operating Income	357.52	526.18	340.42	321.73
Other Income	613.34	1030.72	575.88	1023.53
Total Income	142366.34	155713.41	134464.21	145950.19
Operating Surplus	8566.65	14697.96	8302.86	13937.32
Finance cost	198.08	(736.55)	198.08	(736.55)
Cash Surplus	8368.57	15434.51	8104.78	14673.87
Non-Cash Items: Depreciation & Amortisation	2793.04	2764.25	1800.57	2119.49
Profit before Tax	5575.53	12670.26	6304.21	12554.38
Tax - Current Year	1681.78	2528.49	1659.99	2462.35
Tax - Earlier Years	5.86	(274.62)	(0.41)	(262.52)
Deferred Tax	20.34	248.26	20.34	248.26
Profit after Tax before non-controlling interest	3867.55	10168.13	4624.29	10106.29
Less: Non - controlling interest	0.03	(0.14)	-	-
Profit after Tax and non-controlling interest	3867.52	10168.27	4624.29	10106.29
Other Comprehensive Income (Net of Tax)	(148.03)	(37.10)	(144.78)	(36.85)
Total Comprehensive Income	3719.49	10131.17	4479.51	10069.44
EPS (Basic)	0.77	2.26	0.92	2.25
EPS (Diluted)	0.77	1.96	0.92	1.94

REVIEW OF PERFORMANCE

The current year consolidated revenues of ''142366.34
Lakhs reflect a decrease compared to the previous year''s
revenues of ''155713.41 Lakhs. The decline in revenue
amounts to 8.57 percent on a year-on-year basis.

In the year under review, the share of export revenue in total
sales revenues has increased to 40 percent at ''57249.13
Lakhs. Although there has been a marginal increase in
annual export revenues of around 3 percent, the rise in the
share of export revenue indicates a positive trend for the
company''s international sales. During the period, the
company experienced significant growth in its exports to
Europe, with a notable increase of 31 percent. Exports to
Africa also witnessed a healthy growth rate of 24 percent.
On the other hand, the growth rate for exports to the USA
was relatively lower at 4 percent. In terms of domestic
business, the company experienced a decline of 15 percent.
There was also a decline in exports to Asia, with a decrease
of 13 percent.

The lower levels of current year revenues are attributed to

multiple factors, including market conditions and large
base effect of preceding year, on strength of staggering 30
percent revenue growth recorded during the financial year
ending 31^st March 2022.

During the year, the home diagnostics business experienced
a significant drop in its annual revenues, with a decline of
22 percent. Similarly, the Over the Counter (OTC) business
also faced a decline in revenues, with a drop of 11 percent.
The API (Active Pharmaceutical Ingredient) business

Sales

Since financial year 2004-05, the revenues of the company
are on growth trajectory with successive year of revenue
growth till 31^st March 2022. However, revenue growth has
taken a pause during the current year. The consolidated
sales revenues for the year under review are at lower levels,
at ''141395.48 Lakhs, down by 8 percent against previous
year revenues of ''154156.51 Lakhs. Total income for the
current year is at ''142366.34 Lakhs against ''155713.41
Lakhs in the preceding year. The export revenues at
''57249.13 Lakhs are up by 3 percent whereas domestic
sales revenues are down by 15 percent for the year under
review.

On standalone basis, the company registered sales
revenues of ''133547.91 Lakhs against ''144604.93 Lakhs
of revenues recorded during previous financial year, a
degrowth of 8 percent.

Material Cost

The material cost, as a percentage of sales at 67.59
percent, is 48 basis points lower against the previous year
material cost of 68.07 percent. The company is improving
its sourcing channels to save on input cost which can be
shared with its customers, bringing better value for money
for company''s products.

Employee Cost

The current year employee cost at ''15468.05 Lakhs is lower
against previous year cost of ''16424.65 Lakhs. However,
on account of lower current year sales revenues, the
percentage employee cost to annual sales revenues has
jumped up to 10.94 percent against 10.65 percent in the
last financial year. The company continues to pay merit-
based employee compensation so as to retain best talent.

Other Expenses

The consolidated expenditure on manufacturing, sales &
marketing and the administrative activities at 16.09 percent
of sales revenues, is at higher levels, against 12.75 percent
recorded in the preceding financial year. Increased spend
on manufacturing, selling & distribution followed by

administrative activities has adversely impacted the bottom
line for the current year.

Finance Cost & Depreciation

Finance cost comprises of interest on working capital
facilities backed by fixed deposit made by the company, on
car loan interest pay outs and interest on delay payment of
advance income tax. Annual consolidated depreciation &
amortisation charge are marginally up at ''2793.04 Lakhs
against ''2764.25 Lakhs in the previous year.

Other Operating Income & Other Income

The consolidated other operating income represents export
incentives and others. The export incentives for the current
year at ''314.15 Lakhs are marginally up against last year
amounting to ''289.15 Lakhs. Other income for the current
year at ''43.36 Lakhs is lower against ''237.03 Lakhs in the
preceding year.

Consolidated other income representing currency
fluctuations, interest income and others is lower at
''613.34 Lakhs, against previous year of ''1030.72 Lakhs.

Profit after Tax

The consolidated profit before interest, depreciation and tax
is lower at ''8566.65 Lakhs against ''14697.96 Lakhs
generated in the previous year. Net profit after tax but
before share of profit from non-controlling interest is down
at ''3867.55 Lakhs against ''10168.13 Lakhs in last
financial year. The consolidated net profit, net of minority
share, at ''3867.52 Lakhs is down by 61.97 percent over
previous years'' profit of ''10168.27 Lakhs. Total
Comprehensive Income for the current year is at
''3719.49 Lakhs against ''10131.17 Lakhs earned in the
previous financial year.

On standalone basis, the net profit after tax for the year is at
''4624.29 Lakhs as against ''10106.29 Lakhs during
previous financial year, a drop of 54.24 percent. Total
Comprehensive Income for the year is down by 55.51
percent, at ''4479.51 Lakhs vis-a-vis ''10069.44 Lakhs of
the preceding year.

Finished Formulations

The finished dosages business is now expanding its reach
and has recorded a sales revenue of ''18537.25 Lakhs
during the current year against last year revenue of
''16866.90 Lakhs, a growth of 10 percent. The formulation
business has sustained its growth trajectory and has built up
the revenue, despite recording tremendous growth of 28
percent in the immediately preceding year.

At ''6209.72 Lakhs, a growth of 25 percent was recorded in
the annual revenue for the branded formulation business
for the current year. Brand sharing generics business at
''6245.02 Lakhs have recorded a growth of 8 percent,
whereas contract manufacturing business at ''6082.51
Lakhs has remained at previous year levels. Under the
Branded Prescription (Rx) product category, the top three
therapeutic categories namely Antibiotics, Gastroenteritis
and Vitamins collectively registered a growth of 18 percent.
In the current year, their annual revenues amounted to
''3587.95 Lakhs, whereas in the previous financial year,
sales revenue for these categories was ''3050.29 Lakhs.

DIVIDEND

Given the growing resource needs for expanding the
business of the company, the directors do not recommend
any dividend for the year under review.

RESERVES

Standalone net profit after tax of ''4624.29 Lakhs, has been
carried forward to the ''Retained Earnings'' during the year.
No amount has been transferred to the general reserve
during the current year. A sum of ''13798.35 Lakhs was
added to securities premium account during the year, on
account of issuance of 2,13,42,505 Equity Shares, to
banks, financial institutions and other at a premium of
''51.72/- per share and preferential issuance of

1.20.00. 000 Equity Shares at a premium of ''23/- per share
to the entities belonging to promoter group (towards
conversion of fully convertible warrants).

A sum of ''1875.00 Lakhs has been transferred to Capital
Reserve Account, being amount forfeited towards

3.00. 00.000 share warrants, which could not be
subscribed by the entities belonging to promoter group
within stipulated period and were therefore lapsed during
the year.

DEPOSITS

Your company has not accepted any deposits from the
public, during the year under review, within the meaning of
Section 73 of the Companies Act, 2013 (''the Act'') read with
the Companies (Acceptance of Deposits) Rules, 2014.

FINANCES

The company continues to fund its growth through its
internal accruals without relying on any outside funding
support. A sum of ''2250.00 Lakhs, brought in towards
balance 75 percent payment of 1,20,00,000 warrants,
issued to the entities belonging to promoter group, has
been used to fund working capital needs and others.

SHARE CAPITAL

During the year, the Equity Share Capital of the company
has gone up by ''666.85 Lakhs to ''10222.71 Lakhs against
''9555.86 Lakhs as of 31^st March 2022.

The company, during the current year, has issued

3.33.42.505 Equity Shares of ''2/- each to banks, financial
institutions, promoter entities and other. Out of these

2.13.42.505 Equity Shares, were issued to banks, financial
institutions and other, at a premium of ''51.72/- per share,
whereas 1,20,00,000 Equity Shares has been issued at a
premium of ''23/- per share to the entities belonging to the
promoter group.

In respect of 50,38,983 Equity Shares surrendered with the
company for the cancellation, in compliance with Hon''ble
NCLT order dated 12.03.2018, the company has filed an
application with Stock Exchanges for the cancellation of
these equity shares from its total listed capital. The said
application is yet to be approved.

The Equity Shares issued by the company are listed at
following Stock Exchanges as on 31^st March 2023:

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Annual listing fee for the financial year 2023-24 has been
paid to both the Stock Exchanges. The Equity Shares
continue to be listed on NSE and BSE.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The company has incorporated a new wholly owned
subsidiary namely, Morepen Rx Limited, to carry out and
focus more, on the ''Formulation business'', post receipt of
requisite approvals, if any.

As on 31^st March 2023, the company has five (5)
subsidiaries, namely:

1. Dr. Morepen Limited

2. Morepen Devices Limited

3. Morepen Rx Limited

4. Total Care Limited (subsidiary of Dr. Morepen Ltd.)

5. Morepen Bio Inc., USA (Formerly Morepen Inc.)

Dr. Morepen Limited

The current year revenues for the over the counter (OTC)
business at ''9349.37 Lakhs, has recorded revenue a dip of
around 11 percent, against last year revenues of
''10563.99 Lakhs. The drop in current sales have been
brought about by lower sales in top selling products like
Burnol, Lemolate, Isabgol and also fall in revenue for
grooming and covid products.

The current year combined sales revenues for primary
brands comprising of Burnol (Burn Cream), Lemolate
(Cough & Cold) and Fiber-X (Sat Isabgol) is at ''1703.84
Lakhs against revenues of ''1901.77 Lakhs posted in last
year.

OTC range, which refers to a range of other over-the -
counter products, has experienced a decline in annual
revenues. The revenue for OTC range is ''2372.88 Lakhs , a
dip of 24 percent compared to previous year.

The brand sharing revenues have increased to ''3006.50
Lakhs, representing a growth of 18 percent compared to
previous year revenues.

The grooming business, with its annual revenues of
''2275.09 Lakhs, have recorded a decline of 18 percent in
its annual revenues.

Online OTC revenues, at ''2030.74 Lakhs has gone up by
23 percent during the year. During the current year, the
share of online business, has reached 22 percent from 16
percent in the last year.

On account of cleaning up of the trade channels filled with
excessive inventory, the company has called back its surplus
stocks from such channels, which have affected the sales
revenues for the year under review. However, it has helped
the company to use the inventory so released to cater to the
fresh demands generated and save on new investments to
be made on fresh buying.

The company has expanded its reach on the online
channels and intends to put more resources for the same as
it positively affects OTC trade channels as well.

Morepen Devices Limited & Morepen Rx Limited

No operating activities have been carried out during the
year.

Total Care Limited

The company is dealing in OTC & Health Care products.
The revenue during the year has been meagre at ''3.04
Lakhs.

Morepen Bio Inc. (Formerly Morepen Inc.)

Morepen Bio Inc. has been the marketing and distribution
interface of the company in USA for its API business, various

OTC & other products. However the company intends to use
it presence in US markets for Bio similar and other
pharmaceuticals activities as and when any opportunity
arises. During the year, it has also bought Bulk Drugs ( i.e.
API) from its parents and sell in US and neighbouring
markets either directly or through local trade channels.

During the current year, the company has recorded revenue
of Rs. 2698.08 Lakhs ($3,281,931) as against ''204.46
Lakhs ($270,205) of previous year. The company has
recorded 73 percent growth in post-tax profit at ''112.38
Lakhs against profit of ''65.09 Lakhs logged in the previous
year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended
31^st March 2023 have been prepared in accordance with
Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015 as
amended together with the comparative period data as at
and for the previous year ended 31^st March 2022.

In accordance with the Companies Act, 2013 and Indian
Accounting Standards (Ind AS) 110 on ''Consolidated
Financial Statements'' read with Ind AS 112 on ''Disclosure of
interests in other entities'', the Audited Consolidated
Financial Statements is provided in the Annual Report.

In accordance with the provisions of Section 129(3) of the
Act, read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of
the subsidiaries is attached as ANNEXURE ''A'' to this Report
in the prescribed form, AOC-1.

DIRECTORS & KEY MANAGERIAL PERSONNEL
Changes in Directors & Key Managerial Personnel

I. Mrs. Anju Suri (DIN:00042033), a Non-Executive
Director, Non-Independent Director, has resigned from
the directorship of the company on 22^nd June 2022.

II. The members in their 37*'' Annual General Meeting
(AGM) held on 27"'' September 2022, approved the
appointment of Mr. Sanjay Suri (DIN: 00041590), who
retired by rotation at said annual general meeting and
being eligible, offered himself for re-appointment.

III. Pursuant to approval of members at 37" AGM, the term
of Mr. Sanjay Suri (DIN: 00041590) as a whole-time
director has been extended for a period of 3 years
commencing from 13 ^th August 2022 till 12" August
2025.

The existing term of Mr. Sushil Suri (DIN: 00012028) as
Chairman & Managing Director of the company, is going to
be completed on 19^th October 2023. In view of aforesaid,

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act, your
Directors, to the best of their knowledge and belief and
according to the information and explanations obtained by
them, confirm that:

a) in the preparation of annual accounts, the applicable
accounting standards have been followed, along with
proper explanation relating to material departures,
wherever applicable, within statutory prescribed
timeline.

b) your directors have 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 and of the
profit and loss of the company for that period;

c) 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
prevention and detecting of fraud and other
irregularities;

d) the annual accounts have been prepared on a going
concern basis;

e) internal financial controls to be followed by the
company have been laid down and such internal
financial controls are adequate and were operating
effectively;

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

MANAGERIAL REMUNERATION AND OTHER

DISCLOSURES

Disclosure pursuant to Section 197 of the Act read with Rule

5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the
median remuneration of the employee''s (MRE) and
other details pursuant to Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed and forms part of this report as
ANNEXURE ''B''.

b) The Statement containing the particulars of employees
as required under section 197(12) of the Act read with
Rule 5(2) and other applicable Rules (if any) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report. Further,
the report and the accounts are being sent to the
members excluding the aforesaid annexure. In terms of
Section 136 of the Act the said annexure is open for
inspection at the Registered and Corporate office of the
company during the working hours. Any member

to be a material subsidiary, in accordance with second
proviso of Regulation 15 (2) (a) of the Listing Regulations.

The annexed Secretarial Audit Report of Dr. Morepen
Limited is of the second financial year, out of total three
succeeding financial years from the financial year in which
the status of Dr. Morepen Limited has been changed from
the material subsidiary company to subsidiary company.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The notes referred to in the secretarial auditor''s report of the
company are self-explanatory and do not call for any
further comments. The secretarial auditor'' report does not
contain any qualification, reservation, adverse remark or
disclaimer.

The observations made in point no. (g) i.e., cancellation of
equity shares surrendered by FD holders, the company has
filed application with the Stock Exchanges to take effect of
such cancellation of equity shares from total listed capital of
the company and awaiting their response, although said
shares were cancelled by the Board of Directors. Further, in
point no. (h) i.e., appointment of Central Government
Nominee Directors, the requisite explanations are already
given in point (i) of ''Legal and Corporate Matters'', in this
report.

The notes referred to in the secretarial auditor''s report of Dr.
Morepen Ltd., are self-explanatory and do not call for any
further comments. The secretarial auditor'' report does not
contain any qualification, reservation, adverse remark or
disclaimer.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The company being the part of top 1000 listed entity based
on the market capitalisation as on 31^st March 2022, is
required to annex Business Responsibility & Sustainability
Report in compliance with Regulation 34(2)(f) of the
Listing Regulations, with Annual Report, in enclosed as
ANNEXURE ''D''.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating
effectively.

COST AUDIT

Pursuant to Section 148 of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, the Cost Accounting
Records maintained by the company are required to be
audited by the Cost Auditors. The Board of Directors of the
company on the recommendation of the Audit Committee,
has appointed M/s. Vijender Sharma & Co., Cost

Accountants, as the Cost Auditor of the company for the
financial year ended 31^st March 2024, at a remuneration of
''2.50 Lakhs, subject to the ratification of their
remuneration by the members at the ensuing AGM.

INTERNAL FINANCIAL CONTROLS

The company has an Internal Control System,
commensurate with the size, scale, and complexity of its
operations. The internal financial controls are adequate
and are operating effectively to ensure orderly and efficient
conduct of business operations. The company''s internal
financial control procedures ensure that company''s
financial statements are reliable and prepared in
accordance with the applicable laws.

Based on the internal audit report, process owners
undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit
observations and corrective actions thereon are presented
to the Audit Committee of the Board. The internal auditor
carries out extensive audits throughout the year across all
functional areas and submits its reports from time to time to
the Audit Committee of the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (''CSR'') Committee of
the company was constituted by the Board to monitor
implementation of CSR activities by the company in
accordance with Section 135 read with Schedule VII of the
Act read with (Corporate Social Responsibility Policy) Rules,
2014, as amended. The composition of the CSR
Committee, CSR Policy and Projects approved have been
placed on the website of the company. Based on the
recommendation of the CSR Committee, your Board has
adopted a CSR Policy indicating the activities to be
undertaken by the Company as specified in Schedule VII.

The Report on CSR Activities with details of the composition
of CSR Committee, CSR Policy, CSR initiatives and activities
during the year is annexed and forms part of this report as
ANNEXURE ''E''.

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

The company has in place a policy on Prevention,
Prohibition and Redressal of Sexual Harassment of Women
at Workplace pursuant to the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. The
policy has set guidelines on the redressal and enquiry
process that is to be followed by complainants and the ICC,

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

The information relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings
and outgo, as required under Section 134(3)(m) of the Act
read with the Companies (Accounts) Rules, 2014 is annexed
and forms part of this report as ANNEXURE ''F''.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act are given in
the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All the related party transactions that were entered into
during the financial year were on arm''s length basis and in
the ordinary course of business. During the year under
review there were no materially significant related party
transactions, including arm''s length transactions; hence,
disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or
arrangements with related parties as required to be given
under the Act and Part C of Schedule V of Listing Regulations
is given in the ''Corporate Governance Report''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations and performance of the
Company is set out in the Management Discussion and
Analysis Report pursuant to Part B of Schedule V of Listing
Regulations which forms part of the Annual Report for the
year under review as ANNEXURE ''G''.

HUMAN RESOURCES

A detailed review of Human Resources of the company is
set out in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate
from the Practicing Company Secretary regarding
compliance with conditions of Corporate Governance as
stipulated in Part E of Schedule V of Listing Regulations
forms part of this report and is annexed as ANNEXURE ''H''.

ACKNOWLEDGMENTS

The Directors would like to express their gratitude to various
stakeholders for their cooperation, continuous support,
and confidence in the management of the company. They
extend their thanks to the shareholders, customers,
dealers, suppliers, bankers, governments, and all other
business associates for their valuable contributions to the
company''s success. Their support has been instrumental in
the company''s growth and achievements.

For and on behalf of Board of Directors

Sushil Suri

Place: Gurugram, Haryana (Chairman & Managing Director)

Date: 05^th August 2023 DIN: 00012028

---

Mar 31, 2018

DIRECTORS'' REPORT

To

The Members,

Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2018.

FINANCIAL HIGHLIGHTS

			(Rs. in Lakh)
PARTICULARS	Consolidated		Standalone
	2016-17	2017-18	2016-17	2017-18
Revenue from Operations	13265.90	13489.24	13265.90	13489.24
Expenses	(10926.17)	(10696.70)	(10925.58)	(10696.22)
Depreciation	(663.01)	(674.40)	(663.01)	(674.42)
Profit from Operations before Finance Cost & Tax	1676.72	1894.80	1677.31	2118.60
Other Income	113.26	143.06	113.26	143.06
Profit before Interest & Tax	1789.98	2037.86	1780.57	2261.66
Interest / Finance Charges - Operation	(649.49)	(433.52)	(649.49)	(433.52)
Operating Profit before Tax	1140.49	1604.34	1131.08	1828.14
Interest / Finance Charges - New Hotel Projects	(1805.00)	(1990.90)	(1805.00)	(1990.90)
Profit (Loss) before Tax	(664.51)	(386.56)	(663.92)	(162.76)
Tax Expense Prior Period	61.17	-	61.17	-
Profit (Loss) after Tax	(603.34)	(386.56)	(602.75)	(162.76)
Share of Minority interest in Profit/Loss	-	-	-	-
Net Profit/ (Loss) for the Year available for majority shareholders	(603.34)	(386.56)	(602.75)	(162.76)

INDIAN ACCOUNTING STANDARDS (Ind AS)

The financial statements for the year ended March 31, 2018 has been prepared in accordance with India Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at and for the previous year ended March 31, 2017. Further, the Company has prepared the opening consolidated balance sheet as at April 1,2016 (the transition date) in accordance with ind AS.

OPERATIONS

The Revenue from Operations has registered a growth of 1.68% during the year as compared to the previous year however the profit before interest and tax has been increased to Rs2261.66 Lakh as compared to Rs. 1790.56 Lakh due effective cost management and increase in revenue.

During the year, the Hon''ble Supreme Court of India allowed the Special Leave Petitions filed by the secured creditor and auction purchaser against the judgement of the Hon''ble High Court of Bombay which had set aside the auction of the Hotel Park Hyatt Goa Resort & Spa. The Hon''ble Supreme Court of India has directed the Company and its agents to handover the possession of the hotel to the auction purchaser within six months alongwith the relevant accounts. The Company has filed a Review Petition against the judgement of the Hon''ble Supreme Court of India. The Company is exploring the legal remedies and or options available to it to safeguard the interest of the shareholders.

Your directors are pleased to inform you that Park Hyatt Goa Resort & Spa continues to be the best property of Goa and has won the following awards: -

Year	Award	Title
2018	Asia Spa GeoSpa - Hall of Fame for Sereno Spa	Best Destination Spa
2017	Travel Leisure	India''s Best Luxury Resort (#1)
2017	India Hospitality F&B Pro -Goa''s Best 2017	Relaxing Ambience - 5 Star South -Park Hyatt Goa Resort and Spa
2017	Rocheston -Distinguished Restaurant Awards	Palms
2017	Experiential Venues Awards	Best Venue for Corporate Incentives -Destination India
2017	Distinguished Restaurant Awards	Wedding Destination
2017	World Luxury Spa Awards 2016	Sereno Spa - Best Destination Spa (#1)
2017	Conde Nast Traveller India Readers'' Travel Awards 2017	Winner of " Favourite Indian Leisure Hotel"
2017	Times Food Awards Goa, 2017	Palms - best luxury shack
2017	asiaSpa India Award 2016	Sereno Spa - most luxurious resort (#1)
2017	asiaSpa India Awards 2016	Best Spa Marketing (#1)

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2018.

SHARE CAPITAL

During the year under review, there was no change in the shareholding of either the Promoters or Public.

However in pursuant to the authorization granted in the Annual General Meeting dated 30th September 2002 and the allotment made in the Board Meeting dated 30 October 2002, the Company had issued 41,50,000, 10% Cumulative Redeemable Preference Shares of Rs. 100 each with the redemption period of 15 years. The Company has not paid the Dividend on the said Preference Shares since its allotment and these were due for redemption in October, 2017.

The provision of section 55 read with section 123 of the Companies Act, 2013 have placed statutory restrictions on the company from redeeming its preference shares or paying any dividend thereof, in view of the company not having

profits available for distribution as dividends or for redemption of preference share. Therefore, the Board in terms of Section 48 and 55 of the Companies Act, 2013 approached the Preference Shareholders as well as equity Shareholders and extended the tenure of the Preference Shares by a further period of 15 years and the said shares would be due for redemption in October 2032. The shares issued by Company continued to be listed at following Stock Exchanges as at March 31, 2018:

1. National Stock Exchange of India Limited. (NSE)

2. Bombay Stock Exchange Limited (BSE)

DIVIDEND

In view of inadequate profit made by the Company during the year, your Directors have not recommended any dividend for the Financial Year 2017-18.

PUBLIC DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any public deposit and no amount of principal or interest was outstanding on the deposits as on the Balance Sheet Date.

DIRECTORS

The Board consists of 7 Directors comprising a Chairman and Managing Director, Two Non-executive Director (including one-woman director) and four Independent Directors.

Appropriate Resolution seeking your approval to the appointment/ re-appointment of Directors has been included in the Notice of the AGM.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Sushil Suri, the Chairman & Managing

Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

BOARD EVALUATION

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule IV of the Companies Act, 2013 and, the Board has constantly monitored and reviewed the Board evaluation framework. As per the provisions, the Board has made formal evaluation of its own performance and that of its committees and individual directors and that the same was done excluding the Director being evaluated.

DECLARATION BY INDEPENDENT DIRECTOR (S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board within stipulated time that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 5 (Five) times to transact the business of the Company, the details of which are given in Corporate Governance Report.

Further, a separate Meeting of the Independent Directors of the Company was also held on 31st January, 2018, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its function of management and governance has been followed this year as well. As on March 31, 2018, the Board consists of 7 Directors comprising a Chairman and Managing Director, two Non-executive Director(including one-woman director) and Four Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy on Directors appointment and remuneration, including criterion determining the qualifications, positive attributes, independence of a Director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board available on the website of the Company at www.bluecoast.in.

INDEPENDENT DIRECTORS TRAINING/ MEETING

During the year under review a separate meeting of the Independent Directors of the Company was held on 31st January, 2018, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board. The Company Secretary acted as a secretary to the Meeting.

To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors/senior managerial personnel make presentations to the inductees about the Company''s strategies, operations. Further at the time of joining, the Independent Directors are issued a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. The format of Letter of appointment is available on the website of the Company at www.bluecoast.in

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2017-18 and of the profit or loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the Financial Year ended on March 31, 2018, on a going concern basis;

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

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

MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES

The disclosures as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each Director to the median employee''s remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''A''.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''B''.

c) No Director of the Company, including its Managing Director, is in receipt of any commission from the Company or its Subsidiary Companies.

AUDITORS

i) STATUTORY AUDITORS

The audit committee of the Company has on 9th August, 2017 proposed and the Board has recommended the appointment of M/s. Dewan & Gulati, Chartered Accountants (Firm registration number 003881-N) as the statutory auditors of the Company. M/s. Dewan & Gulati will hold office for a period of five consecutive years from the conclusion of the 24th Annual General Meeting of the Company till the conclusion of the 29 Annual General Meeting to be held in 2022. The Second year of audit will be of the financial statements for the year ending March 31, 2019, which will include the audit of the quarterly financial statements for the year.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report

Without qualifying our opinion, we draw attention to the following notes on the financial statements:

i. Note No. 17 (B) The Company has filed a Review Petition before the Hon''ble Supreme Court of India against the judgement dated 19.03.2018 setting aside the order of the Hon''ble High Court of Bombay dated 23.03.2015 and thereby upholding the sale of the hotel property at Goa . The Review Petition is pending for disposal before the Hon''ble Supreme Court of India. The outcome may have the material impact as a going concern. The Hotel Property continues to be operated under the brand "Park Hyatt Goa Resort & Spa" and maintained under the management agreement with Hyatt International.

ii. Note 2 (ii) Capital Works in Progress includes amounts incurred by the Company for the Delhi Aerocity Hotel Project (Rs 3449.67 Lakh) and Chandigarh Hotel Project (Rs 846.95 Lakh)

iii. Note 3(i)During the year, Silver Resort Hotel India Private limited, the subsidiary of the Company, has filed an appeal before the Hon''ble High Court of Delhi challenging the alleged termination of the Development Agreement and Infrastructure Development Services Agreement. Pursuant to the Arbitral Tribunal Award, DIAL has deposited a sum of Rs 7698.66 Lakh with the Hon''ble High Court of Delhi in a representative suit filed by the unit holders of the Aerocity Hotel Project. Further, DIAL has also filed a winding up petition against the Company for recovery of Rs 9588.97 Lakh towards the licence fee, advance development cost and interest etc thereon which was challenged by the Company before the Hon''ble High Court and the Hon''ble High Court was

pleased to grant a stay in an appeal filed by the Company against the Order of the Single Judge. Pending the disposal of the Appeals, no provision for licence fee and interest on overdue payments has been made after the date of alleged termination.

iv. Note 3(iii)The shareholding held by the Company in Joy Hotel & Resorts Private Limited is pledged with the bank & financial institution which has extended the credit facilities the funds for implementing the Chandigarh hotel project.

v. Note 4 & 20 The outcome of the pending litigation in the subsidiary company Golden Joy Hotel Resort Private Limited with respect to Amritsar Hotel Project may have an impact on investment made by the Company.

vi. Note 11 (B)The ownership in equity shares held by Northern Projects Limited, Morgan Ventures Ltd and Praveen Electronics Pvt Ltd and is in dispute and the matter is pending adjudication at different foras.

vii. Note 11 (C) During the year, the tenure for the redemption of cumulative redeemable preference shares of Rs 41,50,00,000/- ( Rs Forty One Crore Fifty Lakh) has been extended upto fifteen years i.e. upto the year 2032 pursuant to the resolution passed by way of Postal Ballot Sept 20, 2017 . A minority shareholder has taken an ex-parte order against the above resolution which the company is contesting.

viii. Note 17 The Company is contesting the suit filed by the Debenture holder and in view of the pending litigation, no debenture redemption reserve is created,

ix. Note 20 (i)The Company has given a guarantee of Rs. 6500 Lakh to Banks/ Financial institutions for loan taken by Joy Hotel Private Limited for setting up a five-star hotel project at Chandigarh which has achieved a One Time Settlement with its secured lenders which had initiated recovery proceedings against it under SARFAESI Act, 2002. Further, the Hon''ble High Court was pleased to stay the auction of the hotel plot by the Estate Office which had resumed it

x. Note 20 (ii) The financial institution from which the company had taken term loan had also invested in the equity share capital of the subsidiary of the company Silver Resort Hotel India (P) Limited (setting up a five star hotel project near International Airport, Delhi) to the tune of Rs. 8500.00 Lakh. The company had executed Buy-back agreements on joint & several basis with the erstwhile directors. Till the buy back of entire equity is completed, IFCI Limited has a first charge basis on the hotel property at Goa.

xi. Note 25 Finance cost includes provision for dividend on cumulative redeemable preference shares for the year. Further in view of the pending litigations, no provision for interest or any other charges has been made on secured borrowings from financial institution, bank and debentures.

In view of the above, the assumption of the going concern is dependent upon realisation of the various initiatives undertaken by the Company, outcome of the Review Petition before the Hon''ble Supreme Court of India and other court cases and / or ability of the Company to raise requisite finances / generate cash flows in future to meet its obligations including financial support to its subsidiary companies.

ii) SECRETARIAL AUDIT

During the year under review, the Company has appointed Mr. Prem Chand Goel, Practicing Company

Secretary, (C.P No 457) Ghaziabad to conduct the Secretarial Audit of the Company as per the provisions under Section 204(1) of the Companies Act 2013 and other laws as applicable for the Financial Year 2017-18. The Report in Form MR-3 is enclosed as Annexure- ''C to this Annual Report and there are no qualifications, reservations and remarks made by the Secretarial Auditor in this Report, if any are self-explanatory.

EXPLANATION TO SECRETARIAL AUDIT REPORT

I) Regarding Point 1 to 6 of the Secretarial Audit Report- Reply as above in the Explanation to Auditors Report.

iii) INTERNAL AUDITOR

During the year under review, pursuant to Section 138 and other applicable provisions of the Companies Act 2013, M/s. S.S. Kothari Mehta & Co. (formerly known as M/s. KSMN & Company) has been re-appointed as the Internal Auditors for the Financial Year 2018-19.

COMMITTEES OF THE BOARD

Currently, the Board has four Committees the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees, as per the applicable provisions of the Act and Rules thereof is as follows: -

Name of the Committee	Composition of the Committee	Designation
Audit committee	Mr. Praveen Kumar Dutt	Chairman
	Mr. Ashok Kini	Member
	Dr. Vijay Mohan Kaul	Member
	Mr.Madan Gopal Khanna	Member
Nomination and Remuneration Committee	Mr. Ashok Kini	Chairman
	Mr. Praveen Kumar Dutt	Member
	Dr. Vijay Mohan Kaul	Member
Stakeholder Relationship Committee	Mr. Ashok Kini	Chairman
	Dr. Vijay Mohan Kaul	Member
	Mr. Praveen Kumar Dutt	Member
Corporate Social Responsibility Committee	Mr. Sushil Suri	Chairman
	Mr. Ashok Kini	Member
	Mr. Madan Gopal Khanna	Member
Preference Share holder Committee	Mr. Sushil Suri	Chairman
	Mr. Kushal Suri	Member
	Mr. Ashok Kini	Member

A detailed note on the Board and its Committees is provided under the Corporate Governance Report Section in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provisions of Section 135 of the Companies Act, 2013 a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. However, since there have been continuous losses for last few financial years hence no amount shall be required to be spent on CSR for FY 2018-19.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The Audit Committee reviews the same from time to time.In compliance with Section 177 of the Act and the Listing Agreement, the same is available on the website of the Company at, www.bluecoast.in.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company; the same is available on our website, www.bluecoast.in.

VOTING RIGHTS

In terms of the provisions contained in Section 47(2) of the Companies Act, 2013, the Preference Shareholders of the Company with respect to the 41,50,000,10% Cumulative Redeemable Preference shares of Rs.100/- each are entitled to vote on every resolution placed before the Company at the General Meeting. The existing Promoters/Promoters Group holds the said preference shares and there is no change in the management/ control of the Company.

SUBSIDIARIES /JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2018 namely:

1. Silver Resorts Hotels India Private Limited (Subsidiary Company)

2. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)&

3. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

During the year under review, the Board reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its Subsidiaries, which form part of the Annual Report. Further, a Statement containing the salient features of the financial statements of our Subsidiaries, in the prescribed form, AOC-1 pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE ''D''.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including the consolidated Financial Statements and related information of the Company and audited accounts of each of our Subsidiaryis available on the website of the Company at www.bluecoast.in. These documents are also available for inspection during the business hours at the Corporate Office of the Company situated at 415-417,Antriksh Bhawan, 22 KG Marg, New Delhi 110001.

SEGMENT REPORTING

Your Company''s operations comprise of only one segment - Hotel Operations and accordingly, there are no separate reportable segments as envisaged by Ind. AS-24.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees up to date have been paid to both the Stock Exchanges.

EXTRACT OF ANNUAL RETURN

The detailed extract of Annual Return in Form MGT-9 as required under Section 134(3) (a) of the Companies Act, 2013 is annexed and forms part of this report as ANNEXURE ''E''.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company''s internal financial control procedures ensure that reliability of the financial statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process corrective action in their respective areas is taken to strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audit throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

During the year, the Hon''ble Supreme Court of India allowed the Special Leave Petitions filed by the secured creditor and auction purchaser against the judgment of the Hon''ble High Court of Bombay which had set aside the auction of the Hotel Park Hyatt Goa Resort & Spa. The Hon''ble Supreme Court of India has directed the Company and its agents to handover the possession of the hotel to the auction purchaser within six months alongwith the relevant accounts. The Company has filed a Review Petition against the judgment of the Hon''ble Supreme Court of India.

During the year, the subsidiary company Silver Resort Hotel India Private Limited has filed an appeal before the Division Bench of the Hon''ble High Court of Delhi challenging the alleged termination of the grant of right by DIAL which had allotted the plot for the development of a hotel at Aerocity Delhi. The Hon''ble High Court of Delhi was pleased to issue the Notice to the DIAL and the matter is pending adjudication.

The Company is exploring the legal remedies and or options available to it to safeguard the interest of the shareholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The information relating to contracts or arrangements with related parties including certain arm''s length transactions under third proviso of Section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 is annexed in Form " AOC - 2" and forms part of this report as ANNEXURE ''F''. In accordance with the requirements of the Listing Agreement, the Company has formulated policy on the related Party transactions and material subsidiaries. The said Policy is available on the website of the Company at www.bluecoast.in.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is annexed in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the Company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report as ANNEXURE ''G''.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has in place a policy on prevention of sexual harassment at workplace on the line of the requirement of the Sexual Harassment of Women at The Work Place (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has in place a policy on prevention of sexual harassment at workplace on the line of the requirement of the Sexual Harassment of Women at The Work Place (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

No. of Complaints received: 0

No. of Complaints disposed off: 0

HUMAN RESOURCES

Your Company had been able to retain good and talented people. Significant number of employees has chosen to stay back with Company and have contributed a lot in smooth running of the Company.

Fair practices and equal opportunity has been afforded to employees at all levels. The Company is keeping these traditions alive and is making conscious effort to grow year after year. The Company understands that importance of

Human capital and acts judiciously in rewarding its workforce. It has strong belief in collective efforts of all the team members. The inter-personal relationship amongst workers, staff and officers has always been cordial and healthy. As on March 31, 2018, there were 652 employees working for the Company across all levels at various locations.

AWARDS AND ACCOLADES

Park Hyatt Goa Resort and Spa received the following Awards during the year under review & Accolades:

Year	Award	Title
2018	Asia Spa GeoSpa - Hall of Fame for Sereno Spa	Best Destination Spa
2017	Travel Leisure	India''s Best Luxury Resort (#1)
2017	India Hospitality F&B Pro -Goa''s Best 2017	Relaxing Ambience - 5 Star South -Park Hyatt Goa Resort and Spa
2017	Rocheston -Distinguished Restaurant Awards	Palms
2017	Experiential Venues Awards	Best Venue for Corporate Incentives -Destination India
2017	Distinguished Restaurant Awards	Wedding Destination
2017	World Luxury Spa Awards 2016	Sereno Spa - Best Destination Spa (#1)
2017	Conde Nast Traveller India Readers'' Travel Awards 2017	Winner of " Favourite Indian Leisure Hotel"
2017	Times Food Awards Goa, 2017	Palms - best luxury shack
2017	asiaSpa India Award 2016	Sereno Spa - most luxurious resort (#1)
2017	asiaSpa India Awards 2016	Best Spa Marketing (#1)

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SUB SECTION(3)(M) OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE (8) (3) OF THE COMPANIES (ACCOUNTS) RULES,2014.

Information pursuant to of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, technology absorption, foreign exchange earnings & outgo are set out as ''Annexure H'' to this report.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the members, Bankers, eminent Lawyers, Hyatt International and other Business Associates. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the Employees at all levels.

	By Order of the Board
	For Blue Coast Hotels Limited
	(Sushil Suri)
	Chairman and Managing Director
	DIN: 00012028
Place: New Delhi
Date: 14.07.2018

ANNEXURE - A

DETAILS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i. Remuneration paid to Directors& Key Managerial Personnel''s (KMP''s):

s. No.	Name of the Directors/KMP and Designation	Remuneration of Director/KMP for the Financial Year 2017-18 (Rs In Lacs)	% increase in remuneration in the Financial Year 2017-18	Ratio of remuneration of each Director/to median remuneration of employees.
1.	Mr. Sushil Suri	-	-	-
	Managing Director
2.	Mr. Kushal Suri	-	-	-
	Non Executive Director
3.	Mr. Madan Gopal Khanna	0.50
	Independent Director
4.	Mrs. Seema Joshi	0.10	-	-
	Independent Director
5.	Mr. Ashok Kini	0.40	-	-
	Independent Director
6.	Mr. Praveen Kumar Dutt	0.50	-	-
	Independent Director
7.	Mr. Vijay Mohan Kaul	0.20	-	-
	Independent Director
8.	Mr. Dilip Bhagtani	64.80	20.00	34.84
	Chief Finance Officer
9.	Mr. Shivam Kumar	04.42	5.8	3.12
	Company Secretary

The median remuneration of employees of the Company during the Financial Year 2017-18 was INR 1,85,997/-ii In the Financial year, there was an decrease of 19% in the median remuneration of the employees;

iii. The number of the permanent employee on the payrolls of the company as of March 31, 2018 and March 31, 2017 was 652 and 459 respectively.

iv. Average percentage increase made in the salaries of the employee other than the managerial personnel in the last financial year i.e. 2017-18 was nil whereas the managerial remuneration for the same financial year was nil as managerial personnel not drawing any remuneration during the year.

v. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for the Directors/KMPs/ Employees.

ANNEXURE - B

DETAILS PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

Employee Name	Designation	Educational Qualification	Age	Experience (years)	Date of joining	Gross remuneration paid (INR)	Previous employment and designation	Nature of Duties
Shobhit Sawhney	General Manager (Administration & General)	B.COM AND HOTEL MANAGEMENT	39	18	March 23 2016	86,25,646	Hotel Manager Grand Hyatt Mumbai	Hotel Operations
Francisco Canzano	Executive Chef	DIPLOMA IN CULINARY	41	17	October 10,2016	70,06,230	Executive Sous Chef Grand Hyatt Doha	Hotel Operations
Dilip Bhagtani	CFO	CA, LLB, MBA, IFRS, CS, IFRS, IRP	54	29	Feb 2010	64,00,000	Director Finance Duet India Hotels Pvt. Ltd.	Finance & Accounts
Ashish Shome	Director of Operations	B.COM AND HOTEL MANAGEMENT	49	28	July, 15 2016	39,12,816	Hyatt Regency Mumbai (Director of F&B)	Hotel Operations
Vinita Manik Khar	Director of Sales and Marketing	MBA.B.com	37	13	June 9, 2017	33,03,491	Director Of Business Development. (Conrad Pune)	Sales Operations
Vittal Kudtarkar	Director of Engineering	DIPLOMA ELECTRICAL ENGINEERING	42	22	Sept 15,2016	29,20,575	Hyatt Regency Chennai (DOE)	Engineering
Chiranjib De	Director of Human Resources	B.Com, DSW PGDPM	42	17	October 06, 2014	28,31,600	Personnel Manager (Hyatt Regency Kolkata)	Human Resources and Operation
Narinder Kaur Bhalla	Sr.Manager-Corporate	MBA IN SALES AND MARKETING, PGDHRM, MA (Pol. Science)	38	17	June 1, 2012	22,47,312	Manager-Corporate, Morepen Labs Ltd.	Admin, Travel, Hospitality
Pratiti Rajpal	Marketing Communication Manager	BBA, MBA IN SALES AND MARKETING & HR	32	9	November 21,2014	18,54,259	Hyatt Regency Chennai (Mar Com Manager)	Hotel Operations
Dibyendu Dubey	Revenue Manager	Engineering, MBA	34	8	December 5, 2014	18,25,300	Leela Kovalam (Revenue Manager)	Revenue Management

ANNEXURE - C

SECRETARIAL AUDIT REPORT Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014]

To,

The Members,

Blue Coast Hotels Ltd.

GOA

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Blue Coast Hotels Ltd having its Registered Office at 263C, Arossim, Cansaulim, Goa - 403712, CIN - L31200GA1992PLC003109 (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

a. The Companies Act, 2013 (the Act) and the rules made there under;

b. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

c. The Depositories Act, 1996 and the Rules and Regulations framed thereunder;

d. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

e. The following regulations and Guidelines as prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations,2011;

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

iii. The Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2009;

iv. The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999;

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with Client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; I have also examined compliance with the applicable clauses of the following:

f. The Listing Agreements entered by the Company with National Stock Exchange of India Limited and Bombay Stock Exchange

g. The clauses of the Secretarial Standard as issued by the Institute of the Company Secretaries of India. I REPORT THAT

The Board of Directors of the Company is duly constituted of the Woman Director, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors of the Company with regard to the schedule of the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the resolutions have been passed unanimously and did not find any dissenting views in the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.

1. I further report that the Company has filed a Review Petition before the Hon''ble Supreme Court of India against the judgement dated 19.03.2018 setting aside the order of the Hon''ble High Court of Bombay dated 23.03.2015 and thereby upholding the sale of the hotel property at Goa and directing the company to handover the possession of the hotel to the auction purchaser alongwith relevant accounts within six months from the date of the judgement. The Review Petition is pending for disposal before the Hon''ble Supreme Court of India. The outcome may have the material impact as a going concern. The Hotel Property continues to be operated under the brand "Park Hyatt Goa Resort & Spa" and maintained under the management agreement with Hyatt International.

2. During the year, the tenure for the redemption of cumulative redeemable preference shares of Rs 41,50,00,000/-(Rs Forty One Crore Fifty Lakh) has been extended upto fifteen years i.e. upto the year 2032 pursuant to the resolution passed by way of Postal Ballot on Sept 20, 2017. A minority shareholder has taken an ex-parte order against the above resolution which the company is contesting.

3. The Company is contesting the suit filed by the Debenture holder and in view of the pending litigation, no debenture redemption reserve is created,

4. The company has given a guarantee of Rs. 6500 Lakh to Banks/ Financial institutions for loan taken by Joy Hotel Private Limited for setting up a five-star hotel project at Chandigarh which has achieved a One Time Settlement with its secured lenders which had initiated recovery proceedings against it under SARFAESI Act, 2002. Further, the Hon''ble High Court was pleased to stay the auction of the hotel plot by the Estate Office which had resumed it

5. The financial institution from which the company had taken term loan had also invested in the equity share capital of the subsidiary of the company Silver Resort Hotel India (P) Limited (setting up a five star hotel project near International Airport, Delhi) to the tune of Rs. 8500.00 Lakh. The company had executed Buy-back Agreements on joint & several basis with the erstwhile directors. Till the buyback of entire equity is completed, IFCI Limited has a first charge basis on the hotel property at Goa. IFCI has allegedly appropriated the buy back amounts towards the equity and assured return thereon out of the sale consideration of the hotel at Goa. The company is contesting the set-off of the amounts.

6. Finance cost includes provision for dividend on cumulative redeemable preference shares for the year. Further in view of the pending litigations, no provision for interest or any other charges has been made on secured borrowings from financial institution,bank and debentures.

I further report that as per records of the company:

7. No amount was required to be transferred to the Investor Education and Protection Fund by the Company during the year.

8. The company has not accepted any public deposits during the year.

9. Subject to the above the company has not given any fresh loan or provided any guarantee to other body corporate however loan and guarantee provided by the company in previous years preceding to previous financial years which stands in the books of the company exceeds sixty per cent of its paid up share capital, free reserves and share premium account or one hundred per cent of its free reserve and share premium account whichever is more. This has happened due to reduction of reserves in the previous financial year(s).

This report is to be read with may letter of even date which is annexed as annexure A and forms as integral part of this report.

Date: 14.07.2018	Prem Chand Goel
Place: Ghaziabad	CP. No: 457

ANNEXURE-A

To,

The Members

Blue Coast Hotels Limited

Goa

Our report of even date is to be read along with this letter. Management''s Responsibility

1. It is the responsibility of the management of the company to maintain the secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor''s Responsibility

2. My responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

3. I believe that audit evidence the information obtained from the Company''s management is adequate and appropriate for me to provide a basis for our opinion.

4. Wherever required, I have obtained the management''s representation about the compliance of laws, rules and regulations and happening of events etc.

5. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

Disclaimer

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Date : 14.07.2018	Prem Chand Goel
Place: Ghaziabad	CP. No: 457

ANNEXURE - D FORM AOC-I

Statement containing salient features of the Financial Statement of Subsidiaries/Associate Companies/Joint Ventures

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

			(Rs. in Lakh)
Name of the Company	Silver Resorts Hotels India Private Limited	Golden Joy Hotels Private Limited	Blue Coast Hospitality Limited
Category	Subsidiary Company	Subsidiary Company	Subsidiary Company
Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	01-04-2017 to 31-03-2018	01-04-2017 to 31 -03-2018	01-04-2017 to 31-03-2018
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
Share Capital	27351	5	5
Reserves & Surplus	(68.24)	(4.21)	(9.81)
Total Assets	49388.30	261.67	203.96
Total Liabilities	22105.54	260.88	208.77
Investments	1.65	-	-
Turnover	-	-	-
Profit/(Loss) before taxation	-	(0.24)	(0.24)
Provision for taxation	-	-	-
Profit after taxation	-	(0.24)	(0.24)
Proposed Dividend	-	-	-
% of Shareholding	68.92	100	100

ANNEXURE- E

FORM NO. MGT-9: EXTRACT OF ANNUAL RETURN As on Financial Year Ended on 31stMarch, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:
i) CIN :	L31200GA1992PLC003109
ii) Registration Date :	27/07/1992 DOI
iii) Name of the Company :	BLUE COAST HOTELS LIMITED
iv) Category/Sub-Category of the Company :	Public Company/ Limited By Shares
v) Address of the Registered Office and Contact Details :	263C AROSSIM,CANSAULIM, GOA; Tel No.: 91 832 2721234 Fax No.: 91-832 2721235 Email Id: [e-mail]
vi) Whether Listed Company :	Yes
vii) Name, Address and Contact details of : Registrar and Transfer Agent, if any	RCMC Share Registry Private Ltd. B-25/1, Okhla Industrial Area, Phase -2, New Delhi - 110020 Website : www.rcmcdelhi.com

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

S. No.	Name and Description of main Products / Services	NIC Code of the Product / Service	% to Total Turnover of the Company
1.	Hotel	6910	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No.	Name and Address of the Company	CIN/GLN Holding/ Subsidiary/ Associate	% of Shares held	Applicable Section
1.	SILVER RESORT HOTEL INDIA PRIVATE LIMITED	U55101GA2010PTC006298 Subsidiary	68.92	2(87)
	Address: 263C Arossim, Cansaulim, Goa 403712; Tel No.: 91 832 2721234 Fax No.: 91-832 2721235
2.	GOLDEN JOY HOTEL PRIVATE LIMITED Address: 33-34, Chandigarh Industrial & Business Park Phase - II, Tribune Chowk Chandigarh, 160002	U55101CH2009PTC031810 Wholly Owned Subsidiary	100	2(87)
3.	BLUE COAST HOSPITALITY LIMITED	U55101GA2007PLC005101 Wholly Owned Subsidiary	100	2(87)
	Address: 263C Arossim, Cansaulim, Goa 403712; Tel No.: 91 832 2721234 Fax No.: 91-832 2721235

IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of Total Equity)

i) Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year (01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters	0	0	0	0.00	0	0	0	0.00	0.00
(1) Indian
a) Individual/HUF	1005041	0	1005041	7.88	1005041	0	1005041	7.88	0.00
b) Central Govt. or
State Govt.									0.00
c) Bodies Corporates	6821454	0	6821454	53.51	6821454	0	6821454	53.51	0.00
d) Bank/FI									0.00
e) Any other									0.00
SUB TOTAL:(A) (1)	7826495	0	61.39	61.39	7826495	0	61.39	61.39	0.00
(2) Foreign	0	0	0	0.00	0	0	0	0.00	0.00
a) NRI- Individuals	0	0	0	0.00	0	0	0	0.00	0.00
b) Other Individuals	0	0	0	0.00	0	0	0	0.00	0.00
c) Bodies Corp.	0	0	0	0.00	0	0	0	0.00	0.00
d) Banks/FI	0	0	0	0.00	0	0	0	0.00	0.00
e) Any other...	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL (A) (2)	0	0	0	0.00	0	0	0	0.00	0.00
Total Shareholding of Promoter
(A)= (A)(1) (A)(2)	7826495	0	61.39	61.39	7826495	0	61.39	61.39	0.00
B. PUBLIC
SHAREHOLDING
(1) Institutions
a) Mutual Funds	0	0	0	0.00	0	0	0	0.00	0.00
b) Banks/FI	0	0	0	0.00	0	0	0	0.00	0.00
C) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
d) State Govt.	0	0	0	0.00	0	0	0	0.00	0.00
e) Venture Capital Fund	0	0	0	0.00	0	0	0	0.00	0.00
f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
g) FIIS	0	0	0	0.00	0	0	0	0.00	0.00
h) Foreign Venture
Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
i) Others (specify)	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL (B)(l):	0	0	0	0.00	0	0	0	0.00	0.00

Category of Shareholders	No. of Shares held at the beginning of the year (01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(2) Non Institutions
a) Bodies Corporates	2352619	340	2352959	18.46	2361151	340	2361491	18.52	0.06
i) Indian	0	0	0	0.00	0	0	0	0.00	0.00
ii) Overseas	0	0	0	0.00	0	0	0	0.00	0.00
b) Individuals	0	0	0	0.00	0	0	0	0.00	0.00
i) Individual shareholders holding nominal share capital upto Rs.2 lakhs	139573	78323	217896	1.71	132360	78023	210383		0.00
ii) Individuals shareholders holding nominal share capital in excess of Rs. 2 lakhs	31745	0	31745	0.25	31745	0	31745	0.25	0.00
c) Others (specify)
Clearing Members	1634	0	1634	0.01	509	0	509	0.00	0.00
Non Residents	5266	300	5566	0.04	5712	300	6012		0.00
Foreign Company	2312162	0	2312162	18.14	2312162	0	2312162		0.00
Trusts	0	0	0	0	0	0	0	0	0.00
SUB TOTAL (B)(2):	4842999	78963	4921962	38.61	4843299	78663	4921962	38.61	0.00
Total Public
Shareholding
(B)= (B)(1) (B)(2)	4842999	78963	4921962	38.61	4843299	78663	4921962	38.61	0.00
C. Shares held by Custodian for
GDRs & ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A B C)	12669294	78963	12748457	100.00	12669794	78663	12748457	100.00	0.00

ii) Shareholding of Promoters:

s. No.	Shareholder''s Name	Shareholding at the beginning of the year (01.04.2017)			Shareholding at the end of the year (31.03.2018)			% change in shareholding during the year
		No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total Shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total Shares
1	Aanchal Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
2	Anju Suri	25200	0.20	0.2	25200	0.20	0.2	0.00
3	Anubhav Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
4	Arun Suri	63600	0.50	0	63600	0.50	0	0.00
5	Brook Investments & Financial Services Pvt Ltd	481407	3.78	2.51	481407	3.78	2.51	0.00
6	Concept Credits & Consultants Pvt. Ltd	320000	2.51	2.51	320000	2.51	2.51	0.00
7	Epitome Holdings Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
8	Gulfy Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
9	Kanta Suri	25400	0.20	0	25400	0.20	0	0.00
10	Kushal Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
11	Liquid Holdings Pvt. Ltd	599214	4.70	2.51	599414	4.70	2.51	0.00
12	Mamta Suri	331718	2.60	0.7	331718	2.60	0.7	0.00
13	Mid Med Financial Services & Investments Pvt. Ltd	597087	4.68	2.51	597087	4.68	2.51	0.00
14	P L Suri	30400	0.24	0.24	30400	0.24	0.24	0.00
15	React Investments & Financial Services Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
16	Sanjay Suri	30400	0.24	0.24	30400	0.24	0.24
17	Sanjay Suri H U F	24272	0.19	0	24272	0.19	0	0.00
18	Scope Credits & Financial Services Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
19	Seed Securities & Services Pvt. Ltd	645311	5.06	2.51	645311	5.06	2.51	0.00
20	Shivalik Pesticides & Chemicals Ltd	200	0.00	0	0	0.00	0	0.00
21	Solace Investments & Financial Services Pvt. Ltd	1146196	8.99	2.66	1146196	8.99	2.66	0.00
22	Solitary Investments & Financial Services Pvt. Ltd	645243	5.06	2.51	645243	5.06	2.51	0.00
23	Square Investments & Financial Services Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
24	Sunita Suri	360151	2.83	0.2	360151	2.83	0.2	0.00
25	Sushil Suri	33100	0.26	0.26	33100	0.26	0.26	0.00
	TOTAL	7826495	61.40	30.22	7826495	61.40	30.22	0.00

iii) Change in Promoters'' Shareholding (Please specify, if there is no change):

There has been no change in the shareholding of promoter group of the Company during the year.

iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :
SI. No	Name	Shareholding		Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.2016 to 31.03.2017)
		No. of shares at the beginning of year	% of total shares of the company			No of shares	% of total shares of the company
1.	FERRY HOLDINGS LTD.	1162162	9.12		No Changes during the year	1162162	9.12
2.	JETTY CAPITAL LTD.	1150000	9.02		No Changes during the year	1150000	9.02
3.	SOLACE INVESTMENTS & FINANCIAL SERVICES PVT.	1146196	8.99		No Changes during the year	1146196	8.99
4.	NORTHERN PROJECTS LTD.	970000	7.61		No Changes during the year	970000	7.61
5.	SEED SECURITIES & SERVICES PVT.LTD	645311	5.06		No Changes during the year	645311	5.06
6.	SOLITARY INVESTMENTS & FINANCIAL SERVICES PVT. LTD.	645243	5.06		No Changes during the year	645243	5.06
7.	LIQUID HOLDINGS PVT. LTD.	599214	4.70	200 Increased on 11.04.2017	Transfer Of Share From Shivalik	599414	4.70
8.	MID MED FINANCIAL SERVICES & INVESTMENTS PVT.	597087	4.68		No Changes during the year	597087	4.68
9.	SQUARE INVESTMENTS & FINANCIAL SERVICES PVT. LTD.	596699	4.68		No Changes during the year	596699	4.68
10.	REACT INVESTMENTS & FINANCIAL SERVICES PVT LTD	596699	4.68		No Changes during the year	596699	4.68

v) Shareholding of Directors and Key Managerial Personnel:

s. No.	Promoters	Shareholding at the end of the year		Cumulative Shareholding during the year*
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
A.	DIRECTORS:
	MR. SUSHIL SURI	33100	0.26	0	0.00
	MR. KUSHAL SURI	20200	0.16	0	0.00
	MR. ASHOK KINI	0	0.00	0	0.00
	MR. PRAVEEN KUMAR DUTT	0	0.00	0	0.00
	DR. VIJAY MOHAN KAUL	0	0.00	0	0.00
	MRS. SHALU SURI	0	0.00	0	0.00
	MR. MAD AN GOPAL KHANNA	0	0.00	0	0.00
B.	KEY MANAGERIAL PERSONNEL
	(KMP):
	MR. DILIP BHAGTANI (CFO, CS)	0	0.00	0	0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding /accrued but not due for payment

				Rs. in Lacs
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	22,326.70	4,150.00	-	26,476.70
ii) Interest / Dividend due but not paid	270.50	-	-	270.50
iii) Interest accrued but not due	-	-	-	-
iv) Dividend on Redeemable Preference Shares as per Ind AS ( Not due in the absence of distributable Profits)		5,993.47		5,993.47
Total (i ii iii iv)	22,597.20	10,143.47	-	32,740.67
Change in Indebtedness during the financial year
* Addition	-	-	-	-
* Reduction	-	-	-	-
Net Change	-	-	-	-
Indebtedness at the end of the financial year
i) Principal Amount	22,310.71	4,150.00	-	26,460.71
ii) Interest due but not paid	267.07	-	-	267.07
iii) Interest accrued but not due	-	-	-	-
iv) Dividend on Redeemable Preference Shares as per Ind AS ( Not due in the absence of distributable Profits)		6,408.46		6,408.46
Total (i ii iii iv)	22,577.78	10,558.46	-	33,136.24

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

s No.	Particulars of Remuneration	Name of MD/ WTD/Manager	Total Amount (Rs. In Lakhs)
		Mr. Sushil Suri Chairman & Managing Director
1.	Gross salary	NIL	NIL
	a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	_
	b) Value of perquisites under Section 17(2) Income-tax Act, 1961	_	_
	c) Profits in lieu of salary under Section 17(3) Income- tax Act, 1961	_	_
2.	Stock Option	-	-
3.	Sweat Equity	-	-
4. 5.	Commission - as % of profit Others, please specify	-	-
	Total (A)	NIL	NIL
	Ceiling as per the Act

B. Remuneration to other directors:

s. No.	Particulars of Remuneration	Name of Directors					Total Amount (Rs. In Lakhs)
		Mr. Ashok Kini	Dr. V.M Kaul	Mr. P.K Dutt	Mr. M.G Khanna	Mrs. Seema Joshi
1.	Independent Directors
	• Fee for attending board committee meetings	40,000/-	20,000/-	50,000/-	50,000/-	10,000/-	1.70
	• Commission	-	-	-	-		-
	• Others, please specify	-	-	-	-		-
	Total (1)	40,000/-	20,000/-	50,000/-	50,000/-	10,000/-	1.70
2.	Other Non-Executive Directors
		Mr. Kushal Suri	Mrs. Shalu Suri
	• Fee for attending board committee meetings	NIL					NIL
	• Commission	-				-
	• Others, please specify	-					-
	Total (2)	NIL	NIL			NIL
	Total (B)=(l 2)	40,000/-	20,000/-	50,000/-	50,000/-	10,000/-	1.70
	Total Managerial Remuneration (A B)
	Overall Ceiling as per the Act	1% of Net Profits of the Company for all Non-Executive Directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

s. No.	Particulars of Remuneration	Total Amount (Rs. In Lakhs)
		Mr. Dilip Bhagtani Chief Financial Officer	Mr. Shivam Kumar Company Secretary
1.	Gross salary
	a) Salary as per provisions contained in Section 17(1) of the Income-tax Act,1961	64,80,000/-	4,42,523/-	69.22/-
	b) Value of perquisites under Section 17(2) Income-tax Act, 1961	_	_	_
	c) Profits in lieu of salary under Section 17(3) Income- tax Act, 1961	_	_	_
2.	Stock Option	-	-	-
3.	Sweat Equity	-	-	-
4.	Commission
	- as % of profit - others, specify	-	-	-
5.	Others, please specify	-	-	-
	Total	64,80,000/-	4,42,523/-	69.22/-

VII.PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of penalty/ punishment/ compounding fees imposed	Authority [RD / NCLT / Court]	Appeal made, if any (give details)
A. COMPANY
Penalty Punishment	NIL	NIL
Compounding	NIL
B. DIRECTORS
Penalty	NIL
Punishment	NIL
Compounding	NIL
C. OTHER
OFFICERS IN
DEFAULT
Penalty	NIL
Punishment	NIL
Compounding	NIL

ANNEXURE - F

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm''s length basis.

SL. No.	Particulars	Details
	Name (s) of the related party & nature of relationship	NA
	Nature of contracts/arrangements/transaction
	Duration of the contracts/arrangements/transaction
	Salient terms of the contracts or arrangements or transaction including the value, if any
	Justification for entering into such contracts or arrangements or transactions''
	Date of approval by the Board
	Amount paid as advances, if any
	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm''s length basis.

SL. No.	Particulars	Details
	Name (s) of the related party & nature of relationship	N.A.
	Nature of contracts/arrangements/transaction
	Duration of the contracts/arrangements/transaction
	Salient terms of the contracts or arrangements or transaction including the value, if any
	Date of approval by the Board
	Amount paid as advances, if any

---

Mar 31, 2018

DIRECTORS'' REPORT

To

The Members,

Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2018.

FINANCIAL HIGHLIGHTS

			(Rs. in Lakh)
PARTICULARS	Consolidated		Standalone
	2016-17	2017-18	2016-17	2017-18
Revenue from Operations	13265.90	13489.24	13265.90	13489.24
Expenses	(10926.17)	(10696.70)	(10925.58)	(10696.22)
Depreciation	(663.01)	(674.40)	(663.01)	(674.42)
Profit from Operations before Finance Cost & Tax	1676.72	1894.80	1677.31	2118.60
Other Income	113.26	143.06	113.26	143.06
Profit before Interest & Tax	1789.98	2037.86	1780.57	2261.66
Interest / Finance Charges - Operation	(649.49)	(433.52)	(649.49)	(433.52)
Operating Profit before Tax	1140.49	1604.34	1131.08	1828.14
Interest / Finance Charges - New Hotel Projects	(1805.00)	(1990.90)	(1805.00)	(1990.90)
Profit (Loss) before Tax	(664.51)	(386.56)	(663.92)	(162.76)
Tax Expense Prior Period	61.17	-	61.17	-
Profit (Loss) after Tax	(603.34)	(386.56)	(602.75)	(162.76)
Share of Minority interest in Profit/Loss	-	-	-	-
Net Profit/ (Loss) for the Year available for majority shareholders	(603.34)	(386.56)	(602.75)	(162.76)

INDIAN ACCOUNTING STANDARDS (Ind AS)

The financial statements for the year ended March 31, 2018 has been prepared in accordance with India Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at and for the previous year ended March 31, 2017. Further, the Company has prepared the opening consolidated balance sheet as at April 1,2016 (the transition date) in accordance with ind AS.

OPERATIONS

The Revenue from Operations has registered a growth of 1.68% during the year as compared to the previous year however the profit before interest and tax has been increased to Rs2261.66 Lakh as compared to Rs. 1790.56 Lakh due effective cost management and increase in revenue.

During the year, the Hon''ble Supreme Court of India allowed the Special Leave Petitions filed by the secured creditor and auction purchaser against the judgement of the Hon''ble High Court of Bombay which had set aside the auction of the Hotel Park Hyatt Goa Resort & Spa. The Hon''ble Supreme Court of India has directed the Company and its agents to handover the possession of the hotel to the auction purchaser within six months alongwith the relevant accounts. The Company has filed a Review Petition against the judgement of the Hon''ble Supreme Court of India. The Company is exploring the legal remedies and or options available to it to safeguard the interest of the shareholders.

Your directors are pleased to inform you that Park Hyatt Goa Resort & Spa continues to be the best property of Goa and has won the following awards: -

Year	Award	Title
2018	Asia Spa GeoSpa - Hall of Fame for Sereno Spa	Best Destination Spa
2017	Travel Leisure	India''s Best Luxury Resort (#1)
2017	India Hospitality F&B Pro -Goa''s Best 2017	Relaxing Ambience - 5 Star South -Park Hyatt Goa Resort and Spa
2017	Rocheston -Distinguished Restaurant Awards	Palms
2017	Experiential Venues Awards	Best Venue for Corporate Incentives -Destination India
2017	Distinguished Restaurant Awards	Wedding Destination
2017	World Luxury Spa Awards 2016	Sereno Spa - Best Destination Spa (#1)
2017	Conde Nast Traveller India Readers'' Travel Awards 2017	Winner of " Favourite Indian Leisure Hotel"
2017	Times Food Awards Goa, 2017	Palms - best luxury shack
2017	asiaSpa India Award 2016	Sereno Spa - most luxurious resort (#1)
2017	asiaSpa India Awards 2016	Best Spa Marketing (#1)

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2018.

SHARE CAPITAL

During the year under review, there was no change in the shareholding of either the Promoters or Public.

However in pursuant to the authorization granted in the Annual General Meeting dated 30th September 2002 and the allotment made in the Board Meeting dated 30 October 2002, the Company had issued 41,50,000, 10% Cumulative Redeemable Preference Shares of Rs. 100 each with the redemption period of 15 years. The Company has not paid the Dividend on the said Preference Shares since its allotment and these were due for redemption in October, 2017.

The provision of section 55 read with section 123 of the Companies Act, 2013 have placed statutory restrictions on the company from redeeming its preference shares or paying any dividend thereof, in view of the company not having

profits available for distribution as dividends or for redemption of preference share. Therefore, the Board in terms of Section 48 and 55 of the Companies Act, 2013 approached the Preference Shareholders as well as equity Shareholders and extended the tenure of the Preference Shares by a further period of 15 years and the said shares would be due for redemption in October 2032. The shares issued by Company continued to be listed at following Stock Exchanges as at March 31, 2018:

1. National Stock Exchange of India Limited. (NSE)

2. Bombay Stock Exchange Limited (BSE)

DIVIDEND

In view of inadequate profit made by the Company during the year, your Directors have not recommended any dividend for the Financial Year 2017-18.

PUBLIC DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any public deposit and no amount of principal or interest was outstanding on the deposits as on the Balance Sheet Date.

DIRECTORS

The Board consists of 7 Directors comprising a Chairman and Managing Director, Two Non-executive Director (including one-woman director) and four Independent Directors.

Appropriate Resolution seeking your approval to the appointment/ re-appointment of Directors has been included in the Notice of the AGM.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Sushil Suri, the Chairman & Managing

Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

BOARD EVALUATION

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule IV of the Companies Act, 2013 and, the Board has constantly monitored and reviewed the Board evaluation framework. As per the provisions, the Board has made formal evaluation of its own performance and that of its committees and individual directors and that the same was done excluding the Director being evaluated.

DECLARATION BY INDEPENDENT DIRECTOR (S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board within stipulated time that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 5 (Five) times to transact the business of the Company, the details of which are given in Corporate Governance Report.

Further, a separate Meeting of the Independent Directors of the Company was also held on 31st January, 2018, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its function of management and governance has been followed this year as well. As on March 31, 2018, the Board consists of 7 Directors comprising a Chairman and Managing Director, two Non-executive Director(including one-woman director) and Four Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy on Directors appointment and remuneration, including criterion determining the qualifications, positive attributes, independence of a Director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board available on the website of the Company at www.bluecoast.in.

INDEPENDENT DIRECTORS TRAINING/ MEETING

During the year under review a separate meeting of the Independent Directors of the Company was held on 31st January, 2018, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board. The Company Secretary acted as a secretary to the Meeting.

To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors/senior managerial personnel make presentations to the inductees about the Company''s strategies, operations. Further at the time of joining, the Independent Directors are issued a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. The format of Letter of appointment is available on the website of the Company at www.bluecoast.in

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Director''s Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2017-18 and of the profit or loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the Financial Year ended on March 31, 2018, on a going concern basis;

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

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

MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES

The disclosures as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each Director to the median employee''s remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''A''.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''B''.

c) No Director of the Company, including its Managing Director, is in receipt of any commission from the Company or its Subsidiary Companies.

AUDITORS

i) STATUTORY AUDITORS

The audit committee of the Company has on 9th August, 2017 proposed and the Board has recommended the appointment of M/s. Dewan & Gulati, Chartered Accountants (Firm registration number 003881-N) as the statutory auditors of the Company. M/s. Dewan & Gulati will hold office for a period of five consecutive years from the conclusion of the 24th Annual General Meeting of the Company till the conclusion of the 29 Annual General Meeting to be held in 2022. The Second year of audit will be of the financial statements for the year ending March 31, 2019, which will include the audit of the quarterly financial statements for the year.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report

Without qualifying our opinion, we draw attention to the following notes on the financial statements:

i. Note No. 17 (B) The Company has filed a Review Petition before the Hon''ble Supreme Court of India against the judgement dated 19.03.2018 setting aside the order of the Hon''ble High Court of Bombay dated 23.03.2015 and thereby upholding the sale of the hotel property at Goa . The Review Petition is pending for disposal before the Hon''ble Supreme Court of India. The outcome may have the material impact as a going concern. The Hotel Property continues to be operated under the brand "Park Hyatt Goa Resort & Spa" and maintained under the management agreement with Hyatt International.

ii. Note 2 (ii) Capital Works in Progress includes amounts incurred by the Company for the Delhi Aerocity Hotel Project (Rs 3449.67 Lakh) and Chandigarh Hotel Project (Rs 846.95 Lakh)

iii. Note 3(i)During the year, Silver Resort Hotel India Private limited, the subsidiary of the Company, has filed an appeal before the Hon''ble High Court of Delhi challenging the alleged termination of the Development Agreement and Infrastructure Development Services Agreement. Pursuant to the Arbitral Tribunal Award, DIAL has deposited a sum of Rs 7698.66 Lakh with the Hon''ble High Court of Delhi in a representative suit filed by the unit holders of the Aerocity Hotel Project. Further, DIAL has also filed a winding up petition against the Company for recovery of Rs 9588.97 Lakh towards the licence fee, advance development cost and interest etc thereon which was challenged by the Company before the Hon''ble High Court and the Hon''ble High Court was

pleased to grant a stay in an appeal filed by the Company against the Order of the Single Judge. Pending the disposal of the Appeals, no provision for licence fee and interest on overdue payments has been made after the date of alleged termination.

iv. Note 3(iii)The shareholding held by the Company in Joy Hotel & Resorts Private Limited is pledged with the bank & financial institution which has extended the credit facilities the funds for implementing the Chandigarh hotel project.

v. Note 4 & 20 The outcome of the pending litigation in the subsidiary company Golden Joy Hotel Resort Private Limited with respect to Amritsar Hotel Project may have an impact on investment made by the Company.

vi. Note 11 (B)The ownership in equity shares held by Northern Projects Limited, Morgan Ventures Ltd and Praveen Electronics Pvt Ltd and is in dispute and the matter is pending adjudication at different foras.

vii. Note 11 (C) During the year, the tenure for the redemption of cumulative redeemable preference shares of Rs 41,50,00,000/- ( Rs Forty One Crore Fifty Lakh) has been extended upto fifteen years i.e. upto the year 2032 pursuant to the resolution passed by way of Postal Ballot Sept 20, 2017 . A minority shareholder has taken an ex-parte order against the above resolution which the company is contesting.

viii. Note 17 The Company is contesting the suit filed by the Debenture holder and in view of the pending litigation, no debenture redemption reserve is created,

ix. Note 20 (i)The Company has given a guarantee of Rs. 6500 Lakh to Banks/ Financial institutions for loan taken by Joy Hotel Private Limited for setting up a five-star hotel project at Chandigarh which has achieved a One Time Settlement with its secured lenders which had initiated recovery proceedings against it under SARFAESI Act, 2002. Further, the Hon''ble High Court was pleased to stay the auction of the hotel plot by the Estate Office which had resumed it

x. Note 20 (ii) The financial institution from which the company had taken term loan had also invested in the equity share capital of the subsidiary of the company Silver Resort Hotel India (P) Limited (setting up a five star hotel project near International Airport, Delhi) to the tune of Rs. 8500.00 Lakh. The company had executed Buy-back agreements on joint & several basis with the erstwhile directors. Till the buy back of entire equity is completed, IFCI Limited has a first charge basis on the hotel property at Goa.

xi. Note 25 Finance cost includes provision for dividend on cumulative redeemable preference shares for the year. Further in view of the pending litigations, no provision for interest or any other charges has been made on secured borrowings from financial institution, bank and debentures.

In view of the above, the assumption of the going concern is dependent upon realisation of the various initiatives undertaken by the Company, outcome of the Review Petition before the Hon''ble Supreme Court of India and other court cases and / or ability of the Company to raise requisite finances / generate cash flows in future to meet its obligations including financial support to its subsidiary companies.

ii) SECRETARIAL AUDIT

During the year under review, the Company has appointed Mr. Prem Chand Goel, Practicing Company

Secretary, (C.P No 457) Ghaziabad to conduct the Secretarial Audit of the Company as per the provisions under Section 204(1) of the Companies Act 2013 and other laws as applicable for the Financial Year 2017-18. The Report in Form MR-3 is enclosed as Annexure- ''C to this Annual Report and there are no qualifications, reservations and remarks made by the Secretarial Auditor in this Report, if any are self-explanatory.

EXPLANATION TO SECRETARIAL AUDIT REPORT

I) Regarding Point 1 to 6 of the Secretarial Audit Report- Reply as above in the Explanation to Auditors Report.

iii) INTERNAL AUDITOR

During the year under review, pursuant to Section 138 and other applicable provisions of the Companies Act 2013, M/s. S.S. Kothari Mehta & Co. (formerly known as M/s. KSMN & Company) has been re-appointed as the Internal Auditors for the Financial Year 2018-19.

COMMITTEES OF THE BOARD

Currently, the Board has four Committees the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees, as per the applicable provisions of the Act and Rules thereof is as follows: -

Name of the Committee	Composition of the Committee	Designation
Audit committee	Mr. Praveen Kumar Dutt	Chairman
	Mr. Ashok Kini	Member
	Dr. Vijay Mohan Kaul	Member
	Mr.Madan Gopal Khanna	Member
Nomination and Remuneration Committee	Mr. Ashok Kini	Chairman
	Mr. Praveen Kumar Dutt	Member
	Dr. Vijay Mohan Kaul	Member
Stakeholder Relationship Committee	Mr. Ashok Kini	Chairman
	Dr. Vijay Mohan Kaul	Member
	Mr. Praveen Kumar Dutt	Member
Corporate Social Responsibility Committee	Mr. Sushil Suri	Chairman
	Mr. Ashok Kini	Member
	Mr. Madan Gopal Khanna	Member
Preference Share holder Committee	Mr. Sushil Suri	Chairman
	Mr. Kushal Suri	Member
	Mr. Ashok Kini	Member

A detailed note on the Board and its Committees is provided under the Corporate Governance Report Section in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provisions of Section 135 of the Companies Act, 2013 a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. However, since there have been continuous losses for last few financial years hence no amount shall be required to be spent on CSR for FY 2018-19.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The Audit Committee reviews the same from time to time.In compliance with Section 177 of the Act and the Listing Agreement, the same is available on the website of the Company at, www.bluecoast.in.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company; the same is available on our website, www.bluecoast.in.

VOTING RIGHTS

In terms of the provisions contained in Section 47(2) of the Companies Act, 2013, the Preference Shareholders of the Company with respect to the 41,50,000,10% Cumulative Redeemable Preference shares of Rs.100/- each are entitled to vote on every resolution placed before the Company at the General Meeting. The existing Promoters/Promoters Group holds the said preference shares and there is no change in the management/ control of the Company.

SUBSIDIARIES /JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2018 namely:

1. Silver Resorts Hotels India Private Limited (Subsidiary Company)

2. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)&

3. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

During the year under review, the Board reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its Subsidiaries, which form part of the Annual Report. Further, a Statement containing the salient features of the financial statements of our Subsidiaries, in the prescribed form, AOC-1 pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE ''D''.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including the consolidated Financial Statements and related information of the Company and audited accounts of each of our Subsidiaryis available on the website of the Company at www.bluecoast.in. These documents are also available for inspection during the business hours at the Corporate Office of the Company situated at 415-417,Antriksh Bhawan, 22 KG Marg, New Delhi 110001.

SEGMENT REPORTING

Your Company''s operations comprise of only one segment - Hotel Operations and accordingly, there are no separate reportable segments as envisaged by Ind. AS-24.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees up to date have been paid to both the Stock Exchanges.

EXTRACT OF ANNUAL RETURN

The detailed extract of Annual Return in Form MGT-9 as required under Section 134(3) (a) of the Companies Act, 2013 is annexed and forms part of this report as ANNEXURE ''E''.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company''s internal financial control procedures ensure that reliability of the financial statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process corrective action in their respective areas is taken to strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audit throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

During the year, the Hon''ble Supreme Court of India allowed the Special Leave Petitions filed by the secured creditor and auction purchaser against the judgment of the Hon''ble High Court of Bombay which had set aside the auction of the Hotel Park Hyatt Goa Resort & Spa. The Hon''ble Supreme Court of India has directed the Company and its agents to handover the possession of the hotel to the auction purchaser within six months alongwith the relevant accounts. The Company has filed a Review Petition against the judgment of the Hon''ble Supreme Court of India.

During the year, the subsidiary company Silver Resort Hotel India Private Limited has filed an appeal before the Division Bench of the Hon''ble High Court of Delhi challenging the alleged termination of the grant of right by DIAL which had allotted the plot for the development of a hotel at Aerocity Delhi. The Hon''ble High Court of Delhi was pleased to issue the Notice to the DIAL and the matter is pending adjudication.

The Company is exploring the legal remedies and or options available to it to safeguard the interest of the shareholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The information relating to contracts or arrangements with related parties including certain arm''s length transactions under third proviso of Section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 is annexed in Form " AOC - 2" and forms part of this report as ANNEXURE ''F''. In accordance with the requirements of the Listing Agreement, the Company has formulated policy on the related Party transactions and material subsidiaries. The said Policy is available on the website of the Company at www.bluecoast.in.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is annexed in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the Company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report as ANNEXURE ''G''.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has in place a policy on prevention of sexual harassment at workplace on the line of the requirement of the Sexual Harassment of Women at The Work Place (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has in place a policy on prevention of sexual harassment at workplace on the line of the requirement of the Sexual Harassment of Women at The Work Place (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

No. of Complaints received: 0

No. of Complaints disposed off: 0

HUMAN RESOURCES

Your Company had been able to retain good and talented people. Significant number of employees has chosen to stay back with Company and have contributed a lot in smooth running of the Company.

Fair practices and equal opportunity has been afforded to employees at all levels. The Company is keeping these traditions alive and is making conscious effort to grow year after year. The Company understands that importance of

Human capital and acts judiciously in rewarding its workforce. It has strong belief in collective efforts of all the team members. The inter-personal relationship amongst workers, staff and officers has always been cordial and healthy. As on March 31, 2018, there were 652 employees working for the Company across all levels at various locations.

AWARDS AND ACCOLADES

Park Hyatt Goa Resort and Spa received the following Awards during the year under review & Accolades:

Year	Award	Title
2018	Asia Spa GeoSpa - Hall of Fame for Sereno Spa	Best Destination Spa
2017	Travel Leisure	India''s Best Luxury Resort (#1)
2017	India Hospitality F&B Pro -Goa''s Best 2017	Relaxing Ambience - 5 Star South -Park Hyatt Goa Resort and Spa
2017	Rocheston -Distinguished Restaurant Awards	Palms
2017	Experiential Venues Awards	Best Venue for Corporate Incentives -Destination India
2017	Distinguished Restaurant Awards	Wedding Destination
2017	World Luxury Spa Awards 2016	Sereno Spa - Best Destination Spa (#1)
2017	Conde Nast Traveller India Readers'' Travel Awards 2017	Winner of " Favourite Indian Leisure Hotel"
2017	Times Food Awards Goa, 2017	Palms - best luxury shack
2017	asiaSpa India Award 2016	Sereno Spa - most luxurious resort (#1)
2017	asiaSpa India Awards 2016	Best Spa Marketing (#1)

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SUB SECTION(3)(M) OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE (8) (3) OF THE COMPANIES (ACCOUNTS) RULES,2014.

Information pursuant to of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, technology absorption, foreign exchange earnings & outgo are set out as ''Annexure H'' to this report.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the members, Bankers, eminent Lawyers, Hyatt International and other Business Associates. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the Employees at all levels.

	By Order of the Board
	For Blue Coast Hotels Limited
	(Sushil Suri)
	Chairman and Managing Director
	DIN: 00012028
Place: New Delhi
Date: 14.07.2018

ANNEXURE - A

DETAILS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i. Remuneration paid to Directors& Key Managerial Personnel''s (KMP''s):

s. No.	Name of the Directors/KMP and Designation	Remuneration of Director/KMP for the Financial Year 2017-18 (Rs In Lacs)	% increase in remuneration in the Financial Year 2017-18	Ratio of remuneration of each Director/to median remuneration of employees.
1.	Mr. Sushil Suri	-	-	-
	Managing Director
2.	Mr. Kushal Suri	-	-	-
	Non Executive Director
3.	Mr. Madan Gopal Khanna	0.50
	Independent Director
4.	Mrs. Seema Joshi	0.10	-	-
	Independent Director
5.	Mr. Ashok Kini	0.40	-	-
	Independent Director
6.	Mr. Praveen Kumar Dutt	0.50	-	-
	Independent Director
7.	Mr. Vijay Mohan Kaul	0.20	-	-
	Independent Director
8.	Mr. Dilip Bhagtani	64.80	20.00	34.84
	Chief Finance Officer
9.	Mr. Shivam Kumar	04.42	5.8	3.12
	Company Secretary

The median remuneration of employees of the Company during the Financial Year 2017-18 was INR 1,85,997/-ii In the Financial year, there was an decrease of 19% in the median remuneration of the employees;

iii. The number of the permanent employee on the payrolls of the company as of March 31, 2018 and March 31, 2017 was 652 and 459 respectively.

iv. Average percentage increase made in the salaries of the employee other than the managerial personnel in the last financial year i.e. 2017-18 was nil whereas the managerial remuneration for the same financial year was nil as managerial personnel not drawing any remuneration during the year.

v. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for the Directors/KMPs/ Employees.

ANNEXURE - B

DETAILS PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

Employee Name	Designation	Educational Qualification	Age	Experience (years)	Date of joining	Gross remuneration paid (INR)	Previous employment and designation	Nature of Duties
Shobhit Sawhney	General Manager (Administration & General)	B.COM AND HOTEL MANAGEMENT	39	18	March 23 2016	86,25,646	Hotel Manager Grand Hyatt Mumbai	Hotel Operations
Francisco Canzano	Executive Chef	DIPLOMA IN CULINARY	41	17	October 10,2016	70,06,230	Executive Sous Chef Grand Hyatt Doha	Hotel Operations
Dilip Bhagtani	CFO	CA, LLB, MBA, IFRS, CS, IFRS, IRP	54	29	Feb 2010	64,00,000	Director Finance Duet India Hotels Pvt. Ltd.	Finance & Accounts
Ashish Shome	Director of Operations	B.COM AND HOTEL MANAGEMENT	49	28	July, 15 2016	39,12,816	Hyatt Regency Mumbai (Director of F&B)	Hotel Operations
Vinita Manik Khar	Director of Sales and Marketing	MBA.B.com	37	13	June 9, 2017	33,03,491	Director Of Business Development. (Conrad Pune)	Sales Operations
Vittal Kudtarkar	Director of Engineering	DIPLOMA ELECTRICAL ENGINEERING	42	22	Sept 15,2016	29,20,575	Hyatt Regency Chennai (DOE)	Engineering
Chiranjib De	Director of Human Resources	B.Com, DSW PGDPM	42	17	October 06, 2014	28,31,600	Personnel Manager (Hyatt Regency Kolkata)	Human Resources and Operation
Narinder Kaur Bhalla	Sr.Manager-Corporate	MBA IN SALES AND MARKETING, PGDHRM, MA (Pol. Science)	38	17	June 1, 2012	22,47,312	Manager-Corporate, Morepen Labs Ltd.	Admin, Travel, Hospitality
Pratiti Rajpal	Marketing Communication Manager	BBA, MBA IN SALES AND MARKETING & HR	32	9	November 21,2014	18,54,259	Hyatt Regency Chennai (Mar Com Manager)	Hotel Operations
Dibyendu Dubey	Revenue Manager	Engineering, MBA	34	8	December 5, 2014	18,25,300	Leela Kovalam (Revenue Manager)	Revenue Management

ANNEXURE - C

SECRETARIAL AUDIT REPORT Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014]

To,

The Members,

Blue Coast Hotels Ltd.

GOA

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Blue Coast Hotels Ltd having its Registered Office at 263C, Arossim, Cansaulim, Goa - 403712, CIN - L31200GA1992PLC003109 (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

a. The Companies Act, 2013 (the Act) and the rules made there under;

b. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

c. The Depositories Act, 1996 and the Rules and Regulations framed thereunder;

d. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

e. The following regulations and Guidelines as prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations,2011;

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

iii. The Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2009;

iv. The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999;

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with Client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; I have also examined compliance with the applicable clauses of the following:

f. The Listing Agreements entered by the Company with National Stock Exchange of India Limited and Bombay Stock Exchange

g. The clauses of the Secretarial Standard as issued by the Institute of the Company Secretaries of India. I REPORT THAT

The Board of Directors of the Company is duly constituted of the Woman Director, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors of the Company with regard to the schedule of the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the resolutions have been passed unanimously and did not find any dissenting views in the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.

1. I further report that the Company has filed a Review Petition before the Hon''ble Supreme Court of India against the judgement dated 19.03.2018 setting aside the order of the Hon''ble High Court of Bombay dated 23.03.2015 and thereby upholding the sale of the hotel property at Goa and directing the company to handover the possession of the hotel to the auction purchaser alongwith relevant accounts within six months from the date of the judgement. The Review Petition is pending for disposal before the Hon''ble Supreme Court of India. The outcome may have the material impact as a going concern. The Hotel Property continues to be operated under the brand "Park Hyatt Goa Resort & Spa" and maintained under the management agreement with Hyatt International.

2. During the year, the tenure for the redemption of cumulative redeemable preference shares of Rs 41,50,00,000/-(Rs Forty One Crore Fifty Lakh) has been extended upto fifteen years i.e. upto the year 2032 pursuant to the resolution passed by way of Postal Ballot on Sept 20, 2017. A minority shareholder has taken an ex-parte order against the above resolution which the company is contesting.

3. The Company is contesting the suit filed by the Debenture holder and in view of the pending litigation, no debenture redemption reserve is created,

4. The company has given a guarantee of Rs. 6500 Lakh to Banks/ Financial institutions for loan taken by Joy Hotel Private Limited for setting up a five-star hotel project at Chandigarh which has achieved a One Time Settlement with its secured lenders which had initiated recovery proceedings against it under SARFAESI Act, 2002. Further, the Hon''ble High Court was pleased to stay the auction of the hotel plot by the Estate Office which had resumed it

5. The financial institution from which the company had taken term loan had also invested in the equity share capital of the subsidiary of the company Silver Resort Hotel India (P) Limited (setting up a five star hotel project near International Airport, Delhi) to the tune of Rs. 8500.00 Lakh. The company had executed Buy-back Agreements on joint & several basis with the erstwhile directors. Till the buyback of entire equity is completed, IFCI Limited has a first charge basis on the hotel property at Goa. IFCI has allegedly appropriated the buy back amounts towards the equity and assured return thereon out of the sale consideration of the hotel at Goa. The company is contesting the set-off of the amounts.

6. Finance cost includes provision for dividend on cumulative redeemable preference shares for the year. Further in view of the pending litigations, no provision for interest or any other charges has been made on secured borrowings from financial institution,bank and debentures.

I further report that as per records of the company:

7. No amount was required to be transferred to the Investor Education and Protection Fund by the Company during the year.

8. The company has not accepted any public deposits during the year.

9. Subject to the above the company has not given any fresh loan or provided any guarantee to other body corporate however loan and guarantee provided by the company in previous years preceding to previous financial years which stands in the books of the company exceeds sixty per cent of its paid up share capital, free reserves and share premium account or one hundred per cent of its free reserve and share premium account whichever is more. This has happened due to reduction of reserves in the previous financial year(s).

This report is to be read with may letter of even date which is annexed as annexure A and forms as integral part of this report.

Date: 14.07.2018	Prem Chand Goel
Place: Ghaziabad	CP. No: 457

ANNEXURE-A

To,

The Members

Blue Coast Hotels Limited

Goa

Our report of even date is to be read along with this letter. Management''s Responsibility

1. It is the responsibility of the management of the company to maintain the secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor''s Responsibility

2. My responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

3. I believe that audit evidence the information obtained from the Company''s management is adequate and appropriate for me to provide a basis for our opinion.

4. Wherever required, I have obtained the management''s representation about the compliance of laws, rules and regulations and happening of events etc.

5. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

Disclaimer

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Date : 14.07.2018	Prem Chand Goel
Place: Ghaziabad	CP. No: 457

ANNEXURE - D FORM AOC-I

Statement containing salient features of the Financial Statement of Subsidiaries/Associate Companies/Joint Ventures

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

			(Rs. in Lakh)
Name of the Company	Silver Resorts Hotels India Private Limited	Golden Joy Hotels Private Limited	Blue Coast Hospitality Limited
Category	Subsidiary Company	Subsidiary Company	Subsidiary Company
Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	01-04-2017 to 31-03-2018	01-04-2017 to 31 -03-2018	01-04-2017 to 31-03-2018
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
Share Capital	27351	5	5
Reserves & Surplus	(68.24)	(4.21)	(9.81)
Total Assets	49388.30	261.67	203.96
Total Liabilities	22105.54	260.88	208.77
Investments	1.65	-	-
Turnover	-	-	-
Profit/(Loss) before taxation	-	(0.24)	(0.24)
Provision for taxation	-	-	-
Profit after taxation	-	(0.24)	(0.24)
Proposed Dividend	-	-	-
% of Shareholding	68.92	100	100

ANNEXURE- E

FORM NO. MGT-9: EXTRACT OF ANNUAL RETURN As on Financial Year Ended on 31stMarch, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:
i) CIN :	L31200GA1992PLC003109
ii) Registration Date :	27/07/1992 DOI
iii) Name of the Company :	BLUE COAST HOTELS LIMITED
iv) Category/Sub-Category of the Company :	Public Company/ Limited By Shares
v) Address of the Registered Office and Contact Details :	263C AROSSIM,CANSAULIM, GOA; Tel No.: 91 832 2721234 Fax No.: 91-832 2721235 Email Id: [e-mail]
vi) Whether Listed Company :	Yes
vii) Name, Address and Contact details of : Registrar and Transfer Agent, if any	RCMC Share Registry Private Ltd. B-25/1, Okhla Industrial Area, Phase -2, New Delhi - 110020 Website : www.rcmcdelhi.com

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

S. No.	Name and Description of main Products / Services	NIC Code of the Product / Service	% to Total Turnover of the Company
1.	Hotel	6910	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No.	Name and Address of the Company	CIN/GLN Holding/ Subsidiary/ Associate	% of Shares held	Applicable Section
1.	SILVER RESORT HOTEL INDIA PRIVATE LIMITED	U55101GA2010PTC006298 Subsidiary	68.92	2(87)
	Address: 263C Arossim, Cansaulim, Goa 403712; Tel No.: 91 832 2721234 Fax No.: 91-832 2721235
2.	GOLDEN JOY HOTEL PRIVATE LIMITED Address: 33-34, Chandigarh Industrial & Business Park Phase - II, Tribune Chowk Chandigarh, 160002	U55101CH2009PTC031810 Wholly Owned Subsidiary	100	2(87)
3.	BLUE COAST HOSPITALITY LIMITED	U55101GA2007PLC005101 Wholly Owned Subsidiary	100	2(87)
	Address: 263C Arossim, Cansaulim, Goa 403712; Tel No.: 91 832 2721234 Fax No.: 91-832 2721235

IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of Total Equity)

i) Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year (01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters	0	0	0	0.00	0	0	0	0.00	0.00
(1) Indian
a) Individual/HUF	1005041	0	1005041	7.88	1005041	0	1005041	7.88	0.00
b) Central Govt. or
State Govt.									0.00
c) Bodies Corporates	6821454	0	6821454	53.51	6821454	0	6821454	53.51	0.00
d) Bank/FI									0.00
e) Any other									0.00
SUB TOTAL:(A) (1)	7826495	0	61.39	61.39	7826495	0	61.39	61.39	0.00
(2) Foreign	0	0	0	0.00	0	0	0	0.00	0.00
a) NRI- Individuals	0	0	0	0.00	0	0	0	0.00	0.00
b) Other Individuals	0	0	0	0.00	0	0	0	0.00	0.00
c) Bodies Corp.	0	0	0	0.00	0	0	0	0.00	0.00
d) Banks/FI	0	0	0	0.00	0	0	0	0.00	0.00
e) Any other...	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL (A) (2)	0	0	0	0.00	0	0	0	0.00	0.00
Total Shareholding of Promoter
(A)= (A)(1) (A)(2)	7826495	0	61.39	61.39	7826495	0	61.39	61.39	0.00
B. PUBLIC
SHAREHOLDING
(1) Institutions
a) Mutual Funds	0	0	0	0.00	0	0	0	0.00	0.00
b) Banks/FI	0	0	0	0.00	0	0	0	0.00	0.00
C) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
d) State Govt.	0	0	0	0.00	0	0	0	0.00	0.00
e) Venture Capital Fund	0	0	0	0.00	0	0	0	0.00	0.00
f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
g) FIIS	0	0	0	0.00	0	0	0	0.00	0.00
h) Foreign Venture
Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
i) Others (specify)	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL (B)(l):	0	0	0	0.00	0	0	0	0.00	0.00

Category of Shareholders	No. of Shares held at the beginning of the year (01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(2) Non Institutions
a) Bodies Corporates	2352619	340	2352959	18.46	2361151	340	2361491	18.52	0.06
i) Indian	0	0	0	0.00	0	0	0	0.00	0.00
ii) Overseas	0	0	0	0.00	0	0	0	0.00	0.00
b) Individuals	0	0	0	0.00	0	0	0	0.00	0.00
i) Individual shareholders holding nominal share capital upto Rs.2 lakhs	139573	78323	217896	1.71	132360	78023	210383		0.00
ii) Individuals shareholders holding nominal share capital in excess of Rs. 2 lakhs	31745	0	31745	0.25	31745	0	31745	0.25	0.00
c) Others (specify)
Clearing Members	1634	0	1634	0.01	509	0	509	0.00	0.00
Non Residents	5266	300	5566	0.04	5712	300	6012		0.00
Foreign Company	2312162	0	2312162	18.14	2312162	0	2312162		0.00
Trusts	0	0	0	0	0	0	0	0	0.00
SUB TOTAL (B)(2):	4842999	78963	4921962	38.61	4843299	78663	4921962	38.61	0.00
Total Public
Shareholding
(B)= (B)(1) (B)(2)	4842999	78963	4921962	38.61	4843299	78663	4921962	38.61	0.00
C. Shares held by Custodian for
GDRs & ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A B C)	12669294	78963	12748457	100.00	12669794	78663	12748457	100.00	0.00

ii) Shareholding of Promoters:

s. No.	Shareholder''s Name	Shareholding at the beginning of the year (01.04.2017)			Shareholding at the end of the year (31.03.2018)			% change in shareholding during the year
		No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total Shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total Shares
1	Aanchal Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
2	Anju Suri	25200	0.20	0.2	25200	0.20	0.2	0.00
3	Anubhav Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
4	Arun Suri	63600	0.50	0	63600	0.50	0	0.00
5	Brook Investments & Financial Services Pvt Ltd	481407	3.78	2.51	481407	3.78	2.51	0.00
6	Concept Credits & Consultants Pvt. Ltd	320000	2.51	2.51	320000	2.51	2.51	0.00
7	Epitome Holdings Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
8	Gulfy Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
9	Kanta Suri	25400	0.20	0	25400	0.20	0	0.00
10	Kushal Suri	20200	0.16	0.16	20200	0.16	0.16	0.00
11	Liquid Holdings Pvt. Ltd	599214	4.70	2.51	599414	4.70	2.51	0.00
12	Mamta Suri	331718	2.60	0.7	331718	2.60	0.7	0.00
13	Mid Med Financial Services & Investments Pvt. Ltd	597087	4.68	2.51	597087	4.68	2.51	0.00
14	P L Suri	30400	0.24	0.24	30400	0.24	0.24	0.00
15	React Investments & Financial Services Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
16	Sanjay Suri	30400	0.24	0.24	30400	0.24	0.24
17	Sanjay Suri H U F	24272	0.19	0	24272	0.19	0	0.00
18	Scope Credits & Financial Services Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
19	Seed Securities & Services Pvt. Ltd	645311	5.06	2.51	645311	5.06	2.51	0.00
20	Shivalik Pesticides & Chemicals Ltd	200	0.00	0	0	0.00	0	0.00
21	Solace Investments & Financial Services Pvt. Ltd	1146196	8.99	2.66	1146196	8.99	2.66	0.00
22	Solitary Investments & Financial Services Pvt. Ltd	645243	5.06	2.51	645243	5.06	2.51	0.00
23	Square Investments & Financial Services Pvt. Ltd	596699	4.68	2.51	596699	4.68	2.51	0.00
24	Sunita Suri	360151	2.83	0.2	360151	2.83	0.2	0.00
25	Sushil Suri	33100	0.26	0.26	33100	0.26	0.26	0.00
	TOTAL	7826495	61.40	30.22	7826495	61.40	30.22	0.00

iii) Change in Promoters'' Shareholding (Please specify, if there is no change):

There has been no change in the shareholding of promoter group of the Company during the year.

iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :
SI. No	Name	Shareholding		Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.2016 to 31.03.2017)
		No. of shares at the beginning of year	% of total shares of the company			No of shares	% of total shares of the company
1.	FERRY HOLDINGS LTD.	1162162	9.12		No Changes during the year	1162162	9.12
2.	JETTY CAPITAL LTD.	1150000	9.02		No Changes during the year	1150000	9.02
3.	SOLACE INVESTMENTS & FINANCIAL SERVICES PVT.	1146196	8.99		No Changes during the year	1146196	8.99
4.	NORTHERN PROJECTS LTD.	970000	7.61		No Changes during the year	970000	7.61
5.	SEED SECURITIES & SERVICES PVT.LTD	645311	5.06		No Changes during the year	645311	5.06
6.	SOLITARY INVESTMENTS & FINANCIAL SERVICES PVT. LTD.	645243	5.06		No Changes during the year	645243	5.06
7.	LIQUID HOLDINGS PVT. LTD.	599214	4.70	200 Increased on 11.04.2017	Transfer Of Share From Shivalik	599414	4.70
8.	MID MED FINANCIAL SERVICES & INVESTMENTS PVT.	597087	4.68		No Changes during the year	597087	4.68
9.	SQUARE INVESTMENTS & FINANCIAL SERVICES PVT. LTD.	596699	4.68		No Changes during the year	596699	4.68
10.	REACT INVESTMENTS & FINANCIAL SERVICES PVT LTD	596699	4.68		No Changes during the year	596699	4.68

v) Shareholding of Directors and Key Managerial Personnel:

s. No.	Promoters	Shareholding at the end of the year		Cumulative Shareholding during the year*
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
A.	DIRECTORS:
	MR. SUSHIL SURI	33100	0.26	0	0.00
	MR. KUSHAL SURI	20200	0.16	0	0.00
	MR. ASHOK KINI	0	0.00	0	0.00
	MR. PRAVEEN KUMAR DUTT	0	0.00	0	0.00
	DR. VIJAY MOHAN KAUL	0	0.00	0	0.00
	MRS. SHALU SURI	0	0.00	0	0.00
	MR. MAD AN GOPAL KHANNA	0	0.00	0	0.00
B.	KEY MANAGERIAL PERSONNEL
	(KMP):
	MR. DILIP BHAGTANI (CFO, CS)	0	0.00	0	0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding /accrued but not due for payment

				Rs. in Lacs
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	22,326.70	4,150.00	-	26,476.70
ii) Interest / Dividend due but not paid	270.50	-	-	270.50
iii) Interest accrued but not due	-	-	-	-
iv) Dividend on Redeemable Preference Shares as per Ind AS ( Not due in the absence of distributable Profits)		5,993.47		5,993.47
Total (i ii iii iv)	22,597.20	10,143.47	-	32,740.67
Change in Indebtedness during the financial year
* Addition	-	-	-	-
* Reduction	-	-	-	-
Net Change	-	-	-	-
Indebtedness at the end of the financial year
i) Principal Amount	22,310.71	4,150.00	-	26,460.71
ii) Interest due but not paid	267.07	-	-	267.07
iii) Interest accrued but not due	-	-	-	-
iv) Dividend on Redeemable Preference Shares as per Ind AS ( Not due in the absence of distributable Profits)		6,408.46		6,408.46
Total (i ii iii iv)	22,577.78	10,558.46	-	33,136.24

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

s No.	Particulars of Remuneration	Name of MD/ WTD/Manager	Total Amount (Rs. In Lakhs)
		Mr. Sushil Suri Chairman & Managing Director
1.	Gross salary	NIL	NIL
	a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	_
	b) Value of perquisites under Section 17(2) Income-tax Act, 1961	_	_
	c) Profits in lieu of salary under Section 17(3) Income- tax Act, 1961	_	_
2.	Stock Option	-	-
3.	Sweat Equity	-	-
4. 5.	Commission - as % of profit Others, please specify	-	-
	Total (A)	NIL	NIL
	Ceiling as per the Act

B. Remuneration to other directors:

s. No.	Particulars of Remuneration	Name of Directors					Total Amount (Rs. In Lakhs)
		Mr. Ashok Kini	Dr. V.M Kaul	Mr. P.K Dutt	Mr. M.G Khanna	Mrs. Seema Joshi
1.	Independent Directors
	• Fee for attending board committee meetings	40,000/-	20,000/-	50,000/-	50,000/-	10,000/-	1.70
	• Commission	-	-	-	-		-
	• Others, please specify	-	-	-	-		-
	Total (1)	40,000/-	20,000/-	50,000/-	50,000/-	10,000/-	1.70
2.	Other Non-Executive Directors
		Mr. Kushal Suri	Mrs. Shalu Suri
	• Fee for attending board committee meetings	NIL					NIL
	• Commission	-				-
	• Others, please specify	-					-
	Total (2)	NIL	NIL			NIL
	Total (B)=(l 2)	40,000/-	20,000/-	50,000/-	50,000/-	10,000/-	1.70
	Total Managerial Remuneration (A B)
	Overall Ceiling as per the Act	1% of Net Profits of the Company for all Non-Executive Directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

s. No.	Particulars of Remuneration	Total Amount (Rs. In Lakhs)
		Mr. Dilip Bhagtani Chief Financial Officer	Mr. Shivam Kumar Company Secretary
1.	Gross salary
	a) Salary as per provisions contained in Section 17(1) of the Income-tax Act,1961	64,80,000/-	4,42,523/-	69.22/-
	b) Value of perquisites under Section 17(2) Income-tax Act, 1961	_	_	_
	c) Profits in lieu of salary under Section 17(3) Income- tax Act, 1961	_	_	_
2.	Stock Option	-	-	-
3.	Sweat Equity	-	-	-
4.	Commission
	- as % of profit - others, specify	-	-	-
5.	Others, please specify	-	-	-
	Total	64,80,000/-	4,42,523/-	69.22/-

VII.PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of penalty/ punishment/ compounding fees imposed	Authority [RD / NCLT / Court]	Appeal made, if any (give details)
A. COMPANY
Penalty Punishment	NIL	NIL
Compounding	NIL
B. DIRECTORS
Penalty	NIL
Punishment	NIL
Compounding	NIL
C. OTHER
OFFICERS IN
DEFAULT
Penalty	NIL
Punishment	NIL
Compounding	NIL

ANNEXURE - F

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm''s length basis.

SL. No.	Particulars	Details
	Name (s) of the related party & nature of relationship	NA
	Nature of contracts/arrangements/transaction
	Duration of the contracts/arrangements/transaction
	Salient terms of the contracts or arrangements or transaction including the value, if any
	Justification for entering into such contracts or arrangements or transactions''
	Date of approval by the Board
	Amount paid as advances, if any
	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm''s length basis.

SL. No.	Particulars	Details
	Name (s) of the related party & nature of relationship	N.A.
	Nature of contracts/arrangements/transaction
	Duration of the contracts/arrangements/transaction
	Salient terms of the contracts or arrangements or transaction including the value, if any
	Date of approval by the Board
	Amount paid as advances, if any

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 33^ri Annual Report on business, operations and achievements of the Company together with the audited financial statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Sales	55,294.67	53,964.99	59,775.29	58,640.63
Other Operating Income	788.37	785.96	875.62	906.78
Other Income	354.01	371.58	372.27	371.58
Total Income	56,437.05	55,122.53	61,023.18	59,918.99
Operating Surplus	6,380.93	6,420.27	6,845.02	6,509.53
Finance cost	429.46	747.35	435.73	756.10
Cash Surplus	5,951.47	5,672.92	6,409.29	5,753.43
Non-Cash Items:
Depreciation & Amortisation	3,339.95	3,356.17	3,432.20	3,390.41
Profit/(Loss) before Tax	2,611.52	2,316.75	2,977.09	2,363.02
Tax Expense:
- Tax (MAT)	-	(351.38)	-	(351.38)
- MAT Credit Entitlement	-	351.38	-	351.38
Profit/(Loss) before non-controlling interest	2,611.52	2,316.75	2,977.09	2,363.02
Non - controlling interest	-	-	17.95	(0.45)
Profit/(Loss) after non-controlling interest	2,611.52	2,316.75	2,959.14	2,363.47
Other Comprehensive Income	10.95	(61.68)	8.87	(58.79)
Total Comprehensive Income	2,622.47	2,255.07	2,968.01	2,304.68
EPS (Basic/Diluted)	0.58	0.52	0.66	0.53

Note: Figures for the Financial Year 2016-17 have been restated, wherever necessary, as per Ind AS and therefore may not be comparable with financials approved by the Directors and disclosed in the Financial Statement of previous year (Financial Year 2016-17).

INDIAN ACCOUNTING STANDARDS (Ind AS)

The financial statements for the year ended March 31, 2018 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at and for the previous year ended March 31, 2017. Further, the Company has prepared the opening consolidated balance sheet as at April 1, 2016 (the transition date) in accordance with Ind AS.

REVIEW OF PERFORMANCE

Active Pharmaceutical Ingredients (API) business, constituting 57% of consolidated sales revenues of the Company, has witnessed increased focus on value delivery but the margins shrank because of growing intensity of competition. To remain competitive in the API business, the Company is investing its resources in process improvements and taking steps for cost reduction. In view the above, the Company is also putting greater focus on domestic markets.

API business on account of lower price realisation has recorded a fall of 1% in its current year revenues. However, Home Diagnostics business continues to remain upbeat and have recorded astounding revenue growth of 34% during the current financial year. The Formulation business has remained steady at last year level with marginal growth. OTC (over the counter) business carried under wholly owned subsidiary ‘Dr. Morepen Limited’ has registered marginal de-growth of 1%.

Financial Performance:

Sales

Your Company attained new heights in terms of sales and profits during the year ended March 31, 2018. Consolidated sales revenues of Rs.59,775.29 Lakhs as against Rs.58,640.63 Lakhs of the previous year, grew marginally by 1.9%, mainly driven by volumes. Export business now contributes 32% to the consolidated sales revenues of the Company.

On standalone basis, the Company registered sales revenues of Rs.55,294.67 Lakhs as compared to Rs.53,964.99 Lakhs during previous financial year, a growth of 2.5 %.

Material Cost

Consolidated Material cost, as a percentage of sales has come down to 61.66% as compared to 62.39% in the previous year primarily because of cost reduction and buying efficiencies. There has been decrease in sales realisation because of general reduction in drug prices.

Employee Cost

During the year under review, the people strength of the Company has increased by 14.29%. The increase in employee cost is both on account of annual merit based increase as well as on account of increased manpower. The current year consolidated employee cost is 12.80% of the sales revenue against 11.88% in the preceding year.

Other Expenses

Consolidated expenditure on manufacturing, sales & marketing and administrative activities has come down to 16.17% of sales revenues, against 16.81% in the previous year. Keeping in view the debt servicing commitments, spending on sales and marketing activities has been kept under tighter control.

Finance Cost & Depreciation

Consolidated Finance cost at Rs.435.73 Lakhs has come down by 42% against previous year cost of Rs.756.10 Lakhs. Depreciation cost for the year has been at Rs.3,432.20 Lakhs against Rs.3,390.14 Lakhs of previous year, an increase of 1.23%, mainly on account of additional charge on assets discarded during the year.

Other Operating Income & Other Income

Consolidated Other Operating Income represents export incentives, income from foreign operations & others. Current year export incentives are at Rs.777.32 Lakhs against Rs.779.95 Lakhs, whereas others have come down to Rs.98.30 Lakhs during the current year as against Rs.126.83 Lakhs in the previous year.

Consolidated Other Income representing currency fluctuations and interest income at Rs.372.27 Lakhs, is almost at previous levels of Rs.371.58 Lakhs.

Profit after Tax

Consolidated Profit before interest, depreciation and tax is higher at Rs.6,845.02 Lakhs as against Rs.6,509.53 Lakhs in the previous year. Net profit after tax but before share of profit from non-controlling interest is at Rs.2,977.09 Lakhs. Consolidated Net profit, exclusive of minority share, is at Rs.2,959.14 Lakhs, an increase by 25% over previous years’ profit. Total Comprehensive Income for the year stood at Rs.2,968.01 Lakhs vis-a-vis Rs.2,304.68 Lakhs of previous year.

On standalone basis, the Company has registered Net profits of Rs.2,611.52 Lakhs as against Rs.2,316.75 Lakhs during previous financial year. Total Comprehensive Income for the year stood at Rs.2,622.47 Lakhs vis-a-vis Rs.2,255.07 Lakhs of previous year.

Division wise Business Performance:

Active Pharmaceutical Ingredients (API)

Sales revenues for the API business have come down to Rs.33,738.91 Lakhs against last year revenues of Rs.34,016.64 Lakhs, a fall of 0.82%. Fall in export revenues at 6.31% has been made up by increase in domestic revenues by 13.08%. Though volume growth across various products has been recorded but there have been lower sales price realisation particularly in Loratadine and Montelukast. Rosuvastatin and Fexofenadine business recorded growth of 17% and 54%, respectively. Loratadine, Montelukast and Atorvastatin sales revenues are down between 1% to 8%.

With Sales revenue of Rs.11,221.88 Lakhs, Loratadine continues to be leading revenue generator for the API business closely followed by Montelukast with sales revenue of Rs.9,076.68 Lakhs recorded during the current year. Rosuvastatin sales revenues, for the year under review, are at Rs.2,885.91 Lakhs against Rs.2,459.93 Lakhs of last year. Fexofenadine sales revenue for the current year is at Rs.2,196.67 Lakhs, whereas during last year revenues of Rs.1,430.34 Lakhs were recorded.

Continuous focus on research, quality of the products offerings and cost reduction have helped the Company to face competitive pricing pressure. API business has recorded a compound annual growth rate (CAGR) 13.56% of during last 5 years.

The Company has recently received US FDA (United States Food and Drug Administration) approvals for both its bulk drugs manufacturing facilities situated in Himachal Pradesh. The Baddi facility has got US FDA approval for the manufacture of bulk drug ‘Atorvastatin Calcium’, a Cholesterol reducing drug; while the Masulkhana facility has got the nod for manufacturing anti-asthma bulk drug ‘Montelukast Sodium’ for export to the US market. It is significant to note here that the US market size for these two bulk drugs viz. Atorvastatin Calcium and Montelukast Sodium is approximately Rs.5,000 Crores and Rs.2,000 Crores, respectively.

Home Diagnostics

The Home Devices portfolio has been growing with fast pace and has recorded a compound annual growth rate (CAGR) of 24% during last 5 years. Blood Gluco Monitors with Sales revenues of Rs.6,481.42 Lakhs have registered a CAGR of 38% during last 5 years. Gluco Monitor installations during the current year were 56% more than the previous year and has completed the target of 2 million installations. Glucose Testing Strips, sold during the year has crossed 68 million, registering a jump of 43% over the previous year. The Blood Gluco testing business has recorded a CAGR of 39% during last 5 years.

Blood Pressure Monitors with current year sales revenues of Rs.2,175.87 Lakhs has posted astounding growth of 75% over the previous year. It has recorded a CAGR of 35% during last 5 years.

Nebulisers with current year sales revenues of Rs.583.99 Lakhs also recorded a robust growth of 34% in this fiscal, whereas Thermometers with current year sales revenues of Rs.464.98 Lakhs has gone up by 12%.

In line with its commitment of delivering good health at home at affordable prices, the Company started in house manufacture of Blood Glucose Monitors. The Company has become self-reliant in the production of Glucometers. It has manufactured 6.5 Lakh Blood Glucose Monitors in the current year. This makes Morepen one of the largest manufacturer of Blood Glucose Monitors in India and the SAARC region. The Company has started adopting state of the art robotic technology in its production process of medical devices to improve quality and efficiency. Glucometer production has replaced import of around US$ 3 Million during the current year. The Company has also started production of Glucometer strips and its first batch was successfully produced in May, 2018. The Company has plans to start production of Nebulizer & Thermometers in the coming months. Home Diagnostics business is growing in the right direction and will be achieving many more milestones in coming years.

The Company has also invested heavily in Glucometers placement in the market to expand the customer base by supplying these free or at the subsidized cost. The investment has helped the Company to expand its customer base for the gluco strips and is also expected to pay off in the coming years.

Finished Formulations

Finished Dosages has been growing steadily with a CAGR of 10% during last 5 years and recorded annual sales revenues of Rs.11,036.11 Lakhs, a marginal growth of 0.2%. Branded Prescription (Rx) products forming part of Finished Formulation business with annual sales revenues of Rs.2,562.49 Lakhs are marginally up by 0.5% vis-a-vis last year. Branded Generics business having suffered during GST implementation period, has also bounced back with better last quarterly results. Antibiotics and Vitamins therapeutic categories recorded better results during the current year with their respective growth of 8.83% and 10.69% recorded during the current year.

Revenues from distribution based and contract manufacturing remained stable at Rs.8,473.62 Lakhs.

DIVIDEND

For the year under review, the Directors do not recommend any dividend due to absence of distributable surplus.

RESERVES

Standalone Net Profit after tax of Rs.2,611.52 Lakhs is carried forward to the Retained Earning. During the year under review, no amount was transferred to the General Reserve.

DEPOSITS

Your Company has not accepted any deposits from the public, during the year under review, within the meaning of Section 73 of the Companies Act, 2013 (‘the Act’) read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding as on the date of Balance Sheet. During the financial year ended March 31, 2010, the Company had allotted 9,24,90,413 Equity Shares to the fixed deposit holders in settlement of their dues pursuant to the Scheme of Arrangement & Compromise under Section 391 of the Companies Act, 1956, approved by the Hon’ble Shimla High Court vide its order dated August 4, 2009. In an appeal preferred by the Central Government before Division Bench of Hon’ble High Court of Himachal Pradesh at Shimla, the Division Bench vide its order dated September 14, 2010 set aside the order of the Hon’ble Single Judge dated August 4, 2009 and remanded the case back to the Hon’ble Single Judge to decide the Petition afresh after hearing all the parties and considering the representation of the Central Government.

On the constitution of National Company Law Tribunal (NCLT), this petition under Section 391 of the Companies Act, 1956 was later transferred to the Chandigarh Bench of NCLT. The Hon’ble NCLT, Chandigarh, on March 12, 2018, dismissed the Company’s petition seeking approval of the Scheme of arrangement with the Fixed Deposit holders. The Hon’ble NCLT directed the Company to cancel the shares issued, under the aforesaid scheme, which have not yet been transferred by original allottees (FD holders) and payment of dues, as per Company Law Board order within 3 months from the date of receipt of the certified copy of the j udgment. The Company, preferred an appeal before the Hon’ble National Company Law Appellate Tribunal (NCLAT) at New Delhi against the aforesaid Judgement of NCLT, Chandigarh. The Hon’ble NCLAT vide its order dated April 27, 2018 has issued notice to the respondents and in the meantime, stayed the direction issued by NCLT, Chandigarh.

FINANCES

It has been the management’s endeavor to maximize the return on investment in all the business segments while keeping its commitment of profitable growth across all business segments.

Major portion of the outstanding debt has been discharged during the year, as per the terms approved by lenders of the Company. The Company is poised to be debt free soon. Internal accruals are being channelized to drive the growth of different business verticals of the Company. However, growth was marginal during the year owing to lower sales realisation and limited spending on sales and marketing activities to drive volume growth.

Under the provisions of the Act past accumulated losses restricts the ability of the Company to redeem Preference Shares issued to lenders under the Corporate Debt Restructuring (CDR) Scheme and also to other entities as per CDR terms. As a result, the Company has not been able to redeem these Preference Shares, during the year, although they have become due for redemption. The Company has taken up matter with its preference shareholders to work out a scheme which is in the i nterest of all the stakeholders.

SHARE CAPITAL

During the year under review, there was no change in the paid-up equity share capital of the Company which as on March 31, 2018, was Rs.8,995.86 Lakhs.

The Equity Shares issued by the Company are listed at following Stock Exchanges as on March 31, 2018:

1. National Stock Exchange of India Limited (NSE)

2. Bombay Stock Exchange (BSE)

Annual listing fee for the financial year 2018-19 has been paid to both the Stock Exchanges. The Equity Shares continue to be listed on both NSE and BSE.

The provisions of the Act have placed statutory restriction on the Company, having accumulated losses, from payment of dividends on Preference Shares. As a result, dividends on Preference Shares have not been paid for more than two years, thereby making the holders of these shares entitled to vote on all resolutions placed before the Company. The proportion of voting rights of Equity Shareholders to the voting rights of Preference Shareholders shall be in proportion to their paid up capital.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has three subsidiaries as on March 31, 2018 namely:

1. Dr. Morepen Ltd.

2. Total Care Ltd. (Subsidiary of Dr. Morepen Ltd.)

3. Morepen Inc., USA

Dr. Morepen Limited

The consumer business of the Company is being promoted under brand ‘Dr. Morepen’. OTC business, carried under wholly owned subsidiary Dr. Morepen Limited, is growing steadily with a CAGR of 10% during last 5 years. On standalone basis the Company has recorded a topline of Rs.4,890.71 Lakhs as against Rs.4,924.16 Lakhs recorded in the preceding year, a drop of 0.68%. The management foresees a huge potential in its consumer facing business and hopes that with conclusion of debt servicing, greater amount of resources will be available for this business towards brand building and marketing.

The Company’s lead brands like Burnol (Burn Cream), Lemolate (Cough & Cold) and Fiber-X (Sat Isabgol) have bounced back in last quarter after some slowdown in first 2-3 quarters due to GST implementation and have registered a growth of 6% during the current year. Other small brands which are distribution and reach based have recorded de-growth of 7%, however 5 years CAGR has been at 14%.

The Brand Sharing business has nearly 400 Stock Keeping Units (SKUs) under various product categories, comprising of Cough & Cold Relief, General Wellbeing, Vitamins & Minerals, Skin, Hair & Oral Care. The Company expects to continue its growth in the OTC and Brand Sharing business with the continuous addition of fresh products under the existing or new brands, entering new markets and increasing product reach and availability.

The Grooming business of the Company, launched two years back, has registered growth of 15.49% during current year with annual revenues of Rs.645.57 Lakhs. The revenues are expected to increase in the coming years.

The ‘Dr. Morepen - NOW (Nation on Wellness)’ business, which offers customized comprehensive programme on wellness for individuals is yet to catch up. The management will consider various business models which do not require the Company to deploy large capital on this business. The brand ‘Life Spring’ owned by its subsidiary ‘Total care Limited’ also is now owned by the Company for achieving brand synergies and recognition.

Total Care Limited

The Company is dealing in OTC & Health Care products. The scale of Company’s operations has been very small during past few years with no operating revenue recorded during the year. The brand ‘Life Spring’ is now being owned by Dr. Morepen Limited, for achieving better synergies.

Morepen Inc.

Morepen Inc. is the marketing and distribution interface of the Company in USA for its API business, various OTC & other products. During the year under review, the Company recorded a growth of 33% with revenue at Rs.87.25 Lakhs (US$134,606) as against Rs.65.25 Lakhs (US$101,089) in the previous year. The Company has recorded a profit of Rs.31.65 Lakhs against loss of Rs.32.62 Lakhs in the preceding year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2018 has been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at and for the previous year ended March 31, 2017. Further, the Company has prepared the opening consolidated balance sheet as at April 1, 2016 (the transition date) in accordance with Ind AS.

In accordance with the Companies Act, 2013 and Indian Accounting Standards (Ind AS) 110 on ‘Consolidated Financial Statements’ read with Ind AS 112 on ‘Disclosure of Interest in other entities’, the Audited Consolidated Financial Statements is provided in the Annual Report.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries is attached as ANNEXURE ‘A’ to this Report in the prescribed form, AOC -1.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors & Key Managerial Personnel

The members at the 32^nd Annual General Meeting (AGM) of the Company held on September 22, 2017 approved the re-appointment of Dr. Arun Kumar Sinha, Whole-time Director of the Company, who was liable to retire by rotation pursuant to Section 152 and other applicable provisions of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended or re-enacted from time to time.

The members also appointed Ms. Anju Suri (DIN: 00042033) as a Non-Executive Director (Woman Director) who shall be liable to retire by rotation, pursuant to the provisions of Section 149, 152, 161 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended or re-enacted from time to time.

Mr. Sushil Suri, Chairman and Managing Director of the Company, who is liable to retire by rotation pursuant to the provisions of Section 152 and other applicable provisions of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014, as amended or reenacted from time to time, has given his consent and being eligible has offered himself for re-appointment, in the ensuing AGM.

Your Directors also recommend the re-appointment of Mr. Sushil Suri, Chairman & Managing Director of the Company, who holds office up to October 19, 2018 and being eligible, has offered himself for re-appointment pursuant to the provisions of Section 196, 197, 198, 203,

Schedule V and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended or re-enacted from time to time, as the Chairman & Managing Director of the Company, for another term of 5 years w.e.f. October 20, 2018, in the ensuing AGM.

Declaration by Independent Director(s) and re-appointment

The Company has received necessary declaration from each Independent Director as per the provisions of Section 149(7) of Act that they meet the criteria of independence laid down in Section 149(6) of the Act.

Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out its own performance evaluation, that of the Committees and the individual performance of its Directors. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

Familiarization Programme for Independent Directors

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate Governance Report.

Meetings of Board of Directors

The Board of Directors met 5 (five) times during the year under review, to transact the business of the Company, the details of which are given in Corporate Governance Report.

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held on January 22, 2018, without the presence of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and time-lines of flow of information between the Company Management and the Board. All the Independent Directors of the Company were present in the meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 (3) (c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

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

b) 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 and of the profit and loss of the Company for that period;

c) 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 prevention and detecting of fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

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

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the median remuneration of the employee’s (MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid disclosure is annexed and forms part of this report as ANNEXURE ‘B’.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid disclosure is annexed and forms part of this report as ANNEXURE ‘C’.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

AUDIT COMMITTEE

Your Company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. The complete details with respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the ‘Corporate Governance Report’.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the Act and Regulation 18 of Listing Regulations. The complete details with respect to Nomination and Remuneration Committee, as required to be given under the aforesaid provisions, is given in the ‘Corporate Governance Report’.

The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Act and Para A of Part D of Schedule II of Listing Regulations, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The detailed policy formulated by Noutmination and Remuneration Committee is annexed to the Directors Report of the Company as ANNEXURE ‘D’ and can be accessed at: http://www.morepen.com/pdf/Nomination-and-Remuneration-Policv.pdf.

STATUTORY AUDITORS

M/s. Satinder Goyal & Co. (Chartered Accountants FRN: 027334N), the Statutory Auditors of the Company, were appointed by the shareholders in the last AGM held on September 22, 2017, pursuant to provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Act, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and subject to all the applicable laws and regulations for a term of five (5) consecutive years, i.e. to hold office from the conclusion of the 32^nd AGM until the conclusion of 37^th AGM, to be held in the year 2022.

EXPLANATION TO AUDITORS REPORT

The Auditors vide Para (vii)(a) & (viii) of the Annexure-A to the Auditors’ Report have commented on delay in deposit of Employee’s State Insurance (ESI), Provident Fund (PF), Income Tax (TDS), Value Added Tax (VAT) & Goods and Service Tax (GST) dues and delay in payment of dues to the lenders. The Company has however, deposited all the dues in respect of ESI, PF, VAT, GST and Income Tax (TDS) for the year under review. The Company is taking requisite steps for the payment of interest dues to the lenders apart from timely deposit of above noted dues.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Praveen Dua, Company Secretary, Proprietor of M/s. PD And Associates, Company Secretaries, was appointed by Board of Directors of the Company as Secretarial Auditor of the Company for the financial year 2017-18. The Secretarial Audit Report is annexed and forms part of this report as ANNEXURE ‘E’.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The Secretarial Auditor has observed that the Company has not redeemed the Preference Shares due for redemption. The reasons for not redeeming the Preference Shares have been explained in Note No. 18 to the Financial Statements for the year ended March 31, 2018.

COST AUDIT

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting Records maintained by the Company in respect of its Bulk Drugs and Formulations activity are required to be audited by Cost Auditors. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the Company for the financial year ended March 31, 2019, at a remuneration of Rs.3.00 Lakhs, subject to the ratification of their remuneration by the shareholders in the ensuing AGM.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company’s internal financial control procedures ensure that Company’s financial statements are reliable and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the Internal Audit Report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audits throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company was constituted by the Board on May 10, 2016 to monitor implementation of CSR activities by the Company in accordance with Section 135 read with Schedule VII of the Act. Based on the recommendation of the CSR Committee, your Board has adopted a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII.

The Report on CSR Activities with details of the composition of CSR Committee, CSR Policy, CSR initiatives and activities during the year is annexed and forms part of this report as ANNEXURE ‘F’.

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

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, while dealing with issues related to sexual harassment at the work place. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaint during the year.

LEGAL & CORPORATE MATTERS

The Equity Shares preferentially issued, as per the in terms of the Debt Restructuring Scheme approved by the CDR cell, to two allottees are pending for listing on NSE & BSE wherein certain observations were made by the Stock Exchanges. The Company has approached the allottees and the Stock Exchanges to find a suitable resolution in the matter and for the l isting of these shares.

On the basis of investigation carried under Section 235 of the Companies Act, 1956 prosecutions were filed by the Registrar of Companies/Central Government against the Company and its Directors which are being defended by the Company.

The Company’s appeal against the appointment of special Directors on the board of the Company under Section 408 of the Companies Act, 1956 is pending for final disposal with the Hon’ble Supreme Court. Meanwhile, a ‘Status Quo’ ordered by Supreme Court is being maintained.

EXTRACT OF ANNUAL RETURN

The detailed extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of the Act is annexed and forms part of this report as ANNEXURE ‘G’.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE ‘H’.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm’s length basis and in the ordinary course of business. During the year under review there were no materially significant related party transactions, including arm’s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under the Act and Part C of Schedule V of Listing Regulations is given in the ‘Corporate Governance Report’.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations and performance of the Company is set out in the Management Discussion and Analysis Report pursuant to Part B of Schedule V of Listing Regulations which forms part of the Annual Report for the year under review as ANNEXURE ‘I’.

HUMAN RESOURCES

A detailed review of Human Resources of the Company is set out in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Part E of Schedule V of Listing Regulations forms part of this report and is annexed as ANNEXURE ‘J’.

ACKNOWLEDGEMENTS

Your Directors place on record their heartfelt appreciation towards the Shareholders, Employees, Customers, Suppliers, Collaborators, Company’s GMP consultants, Directors, Auditors, Bankers, Financial Institutions, Medical & Legal Professionals, Drug Control Authorities, Government Agencies and Business Associates for their continued patronage and trust in the Company and its Management.

Your Directors look forward to your continued support in our efforts to grow together and enhance health through delivery of quality products.

For and on behalf of Board of Directors

Sushil Suri

Place: New Delhi (Chairman & Managing Director)

Date: August 13, 2018 DIN: 00012028

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Mar 31, 2017

DIRECTORS'' REPORT

Dear Shareholders,

The Directors have pleasure in presenting the 32^nd Annual Report on business, operations and achievements of the Company together with the Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	2016-17	2015-16
Total Revenue	54,073.08	45,363.54
Operating Surplus	6,358.95	6,537.57
Finance Cost	698.60	1,041.29
Cash Surplus	5,660.35	5,496.28
Non-Cash Items :
Depreciation & Amortizations	3,356.17	3,492.18
Profit/(Loss) before Extra-ordinary items and Tax	2,304.18	2,004.10
Extra ordinary items - Income/(Expense) (Net)	-	(440.00)
Profit/(Loss) Before Tax	2,304.18	1,564.10
Tax Expense:
- Current Tax (MAT)	-	(337.68)
- MAT Credit Entitlement	-	337.68
- Earlier Years	-	13.70
Profit/(Loss) After Tax	2,304.18	1,577.80
EPS (Basic/Diluted)	0.50	0.35

REVIEW OF PERFORMANCE

With revenues of Rs. 54,073.08 Lakhs during the year, your Company has registered a growth of 19% over the last year revenues of Rs. 45,363.54 Lakhs. The growth in operating revenues has been quite impressive with current year operating revenues touching Rs. 53,703.54 Lakhs against preceding year revenues of Rs. 45,246.30 Lakhs.

The Company''s consistent focus on backward integration, research and process innovation has helped it secure a better foothold in both domestic & export markets. The investments in the new markets have started bearing fruit in the form of decent results.

Active Pharmaceutical Ingredients (API) and Home Diagnostics businesses have been showing great potential and have recorded revenue growth of 23% during the current financial year. Product Contract Manufacturing and Brand Sharing business has registered a healthy growth of 16% during the year. The Branded Formulation business has also registered a steady growth of 10% during the current year.

Net Profit after Tax for the year at Rs. 2,304.18 Lakhs is up by 46% over previous year profits of Rs. 1,577.80 Lakhs.

The Finance cost at Rs. 698.60 Lakhs has come down by 33% against previous year cost of Rs. 1,041.29 Lakhs.

During the year, cash surplus has been at Rs. 5,660.35 Lakhs as against the preceding year''s cash surplus of Rs. 5,496.28 Lakhs.

DIVIDEND

For the year under review, the Directors do not recommend any dividend due to absence of distributable surplus.

RESERVES

Net Profit after tax of Rs. 2,304.18 Lakhs is proposed to be carried forward to the Surplus/(Deficit) Account. During the year under review, no amount was transferred to the General Reserve.

DEPOSITS

Your Company has not accepted any deposits from the public, within the meaning of Section 73 of the Companies Act, 2013 (''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding as on the date of Balance Sheet.

FINANCES

The management is putting its best efforts to expand its business by introduction of new products, cost reduction, process improvement and investments in the new markets, while keeping its commitment of profitable growth.

The Company has been servicing its debts regularly, as per the terms approved by its lenders. Despite the unavailability of any institutional working capital support, the Company has recorded handsome growth, both in its revenues as well as in profits.

The provisions of the Act, on account of accumulated losses, have placed restrictions on the Company for the redemption of Preference Shares issued to lenders under the Corporate Debt Restructuring (CDR) Scheme and to other entities. As a result, the Company has not been able to redeem these Preference Shares, during the year, although they have been due for redemption. The Company is analyzing various alternatives for the early resolution of the matter.

SHARE CAPITAL

The total paid up share capital of the Company as on March 31, 2017 was Rs. 20,961.06 Lakhs comprising of Equity Share Capital of Rs. 8,995.86 Lakhs and Preference Share Capital of Rs. 11,965.20 Lakhs. During the year under review, there was no change in the paid-up share capital of the Company.

The Equity Shares issued by Company are listed at following Stock Exchanges as on March 31, 2017:

1. National Stock Exchange of India Limited (NSE)

2. Bombay Stock Exchange (BSE)

Annual listing fee for the financial year 2017-18 has been paid to both the Stock Exchanges. The Equity Shares continue to be listed on both NSE and BSE.

The Company has not been able to pay dividends to the Preference Shareholders for more than two years on account of the statutory restrictions placed by the Act for the Companies having accumulated losses. Hence, the Preference Shareholders are entitled to vote on all resolutions placed before the Company and the proportion of voting rights of Equity Shareholders to the voting rights of Preference Shareholders shall be in proportion to their paid up capital.

BUSINESS PERFORMANCE

During the year under review, sales revenues at Rs. 52,917.58 Lakhs have registered a growth of 21% over previous year sales revenues of Rs. 43,669.21 Lakhs as a result of expansion across all trade segments of the Company viz; Active Pharmaceutical Ingredients (API) business &

Home Diagnostics business at 23%, Branded Formulation business at 10% and Product Contract Manufacturing & Brand Sharing business at 16%.

Net Profit after Tax for the year at Rs. 2,304.18 Lakhs has grown by 46% over Rs. 1,577.80 Lakhs in the previous year. Cash surplus during the year has been at Rs. 5,660.35 Lakhs as against the preceding year''s cash surplus of Rs. 5,496.28 Lakhs.

The Company foresees significant improvements in its operating as well financial performance across all business segments.

Division wise business performance is detailed hereunder: Active Pharmaceutical Ingredients (API)

Current year API revenue of Rs. 34,131.15 Lakhs has registered a growth of 23% over the previous year revenues of Rs. 27,646.29 Lakhs. Exploring new markets with the strong product range has led to growth of 36% in the domestic markets while exports business has also recorded handsome growth of 19%. Rosuvastatin and Montelukast business recorded growth of 84% and 34%, respectively. Loratadine, Fexofenadine, Atorvastatin and Sitagliptin revenues are up by 6% - 13% over the previous year.

API business continues to make substantial contribution of 65% of the overall business of the Company against 63% in the last year.

The Company''s consistent focus on research, quality of the product offerings and addition of new products has led to acquisition of new customers apart from generating additional demand from the existing customers. Loratadine was the highest grossing product during the year with sales revenues of Rs. 11,318.71 Lakhs while Montelukast and Atorvastatin attained highest ever sales revenues of Rs. 9,883.57 Lakhs and Rs. 5,879.61 Lakhs, respectively.

Other products like Rosuvastatin Calcium, Sitagliptin Phosphate, and Fexofenadine continue to grow at an impressive pace, recording a combined growth of 34% over the previous year, with revenues of Rs. 5,686.39 Lakhs against Rs. 4,255.02 Lakhs in the previous year.

Home Diagnostics

The Company''s Home Diagnostics business registered a growth of 23% during the year under review, with revenues touching Rs. 7,776.19 Lakhs as against previous year revenues of Rs. 6,311.77 Lakhs. Blood Glucose Monitors, major product of the Home Diagnostics business, recorded a growth of 40% with annual sales revenues of Rs. 4,685.04 Lakhs against Rs. 3,337.94 Lakhs during the last financial year. During the year, Blood Pressure Monitors and Nebulizers have grown by 29% & 46% with sales revenue of Rs. 1,241.30 Lakhs and Rs. 436.56 Lakhs, respectively.

In its commitment of delivering good health at home at affordable prices, the Company has also started in house manufacture of Blood Glucose Monitors during the year. The Company expects the Home Diagnostics business to continue its growth march in view of increasing consciousness amongst people about general well-being and the home diagnostic devices getting affordable with the passage of time.

Finished Formulations

Finished Formulation business of the Company recorded a steady growth of 10% during the year with total sales revenues of Rs. 11,124.75 Lakhs out of which Branded Formulations contributed Rs. 2,658.78 Lakhs. Product Contract Manufacturing and Brand Sharing business grew by 16% with current year annual revenues of Rs. 8,465.97 Lakhs over preceding year revenues of Rs. 7,302.68 Lakhs.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has three subsidiaries as on March 31, 2017 namely:

1. Dr. Morepen Ltd.

2. Total Care Ltd. (Subsidiary of Dr. Morepen Ltd.)

3. Morepen Inc., USA

Dr. Morepen Limited

Dr. Morepen Limited, the wholly owned subsidiary of the Company has been in enviable position in OTC markets selling and marketing Dr. Morepen range of OTC and other products. During the year, the Company''s business recorded a growth of 45% with current year revenue of Rs. 4,925.16 Lakhs against previous year revenues of Rs. 3,390.23 Lakhs.

The Company''s OTC business recorded a growth of 44% with revenues of Rs. 2,146.58 Lakhs as against Rs. 1,493.23 Lakhs in the previous year.

The Brand Sharing business also posted a robust growth of 36% with annual revenue of Rs. 2,142.85 Lakhs in comparison to Rs. 1,572.62 Lakhs in the last year. The Company''s top brands Lemolate and Burnol have registered tremendous growth at 81% and 45%, respectively. The Brand Sharing business has nearly 400 Stock Keeping Units (SKUs) under various product categories, comprising of Cough & Cold Relief, General well-being, Vitamins & Minerals, Skin, Hair & Oral Care. The Company expects to continue its growth in the OTC and Brand Sharing business with the continuous addition of fresh products under the existing or new brands, entering new markets and increasing product reach and availability.

The Grooming business of the Company, which was launched during the last fiscal - considering the ever increasing grooming needs of the younger population, is showing good promise with current year sales revenue of grooming products at Rs. 559.40 Lakhs. The Company expects the revenues to increase in the coming years with increase in brand recognition.

The ''Dr. Morepen - NOW (Nation on Wellness)'' business, which offers customized comprehensive programme on wellness for individuals, bringing together Nutrition and ''External Counter Pulsation (ECP)'' Therapy, Yoga, Physiotherapy and others, to improve cardiovascular fitness & overall health is in the process of making in-roads amongst the patrons. During the year under review, it was able to generate revenue of Rs. 76.31 Lakhs. The management is confident of expanding the reach of ECP therapy and related programmes by opening new NOW centers in the coming years.

Total Care Limited

The Company is dealing in OTC & Health Care products. The scale of Company''s operations was small during the year with the total revenues of Rs. 13.55 Lakhs and loss of Rs. 8.93 Lakhs.

Morepen Inc.

Morepen Inc. is the marketing and distribution interface of the Company in USA for various OTC & other products. During the year under review, the Company recorded a growth of 25% with revenue at Rs. 65.25 Lakhs ($101,089) as against Rs. 52.20 Lakhs ($78,999) in the previous year while the current year loss was Rs. 32.62 Lakh against profit of Rs. 8.69 Lakhs in the last year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company pursuant to Section 129 (3) of the Act, prepared in accordance with the principles and procedures required for the preparation and presentation of consolidated financial statements as laid down under the Accounting Standard (AS) 21 - Consolidated Financial Statements, forms part of Annual Report for the year under review.

A Statement containing the salient features of the financial statements of Company''s Subsidiaries, pursuant to Section 129 of the Act read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE ''A'' in the prescribed form, AOC -1.

DIRECTORS & KEY MANAGERIAL PERSONNEL Changes in Directors & Key Managerial Personnel

The members at the 31“ Annual General Meeting (AGM) of the Company held on September 23, 2016 approved the re-appointment of Mr. Sushil Suri, Chairman & Managing Director of the Company, who was liable to retire by rotation pursuant to Section 152 and other applicable provisions of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended or re-enacted from time to time.

The Board of Directors of the Company has appointed Ms. Anju Suri (DIN: 00042033) as a Non-Executive Director (Additional Director), pursuant to provisions of Section 149, 152, 161 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (''Listing Regulations''), as amended or re-enacted from time to time, to fulfill the requirement of having a Woman Director on the Board and to hold office up to the conclusion of the ensuing Annual General Meeting. The aforesaid appointment was the result of vacancy caused by Ms. Archana S. Bhargava (DIN: 02505308) ceasing to be a Director at the 31“ AGM of the Company.

Dr. A. K. Sinha, Whole-time Director of the Company, who is liable to retire by rotation pursuant to the provisions of Section 152 and other applicable provisions of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014, as amended or re-enacted from time to time, has given his consent and being eligible has offered himself for re-appointment, in the ensuing Annual General Meeting.

Your Directors also recommend the appointment of Ms. Anju Suri (DIN: 00042033) who has given her consent and being eligible has offered herself for appointment as a NonExecutive Director (Woman Director) pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of Listing Regulations, as amended or re-enacted from time to time at the ensuing Annual General Meeting.

Declaration by Independent Director(s) and re-appointment

The Company has received necessary declaration from each Independent Director as per the provisions of Section 149(7) of the Act that he/she meets the criteria of independence laid down in Section 149(6) of the Act.

Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out its own performance evaluation, that of the Committees and the individual performance of its Directors. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

Familiarization Programme for Independent Directors

The details pertaining to Familiarization Programme for Independent Directors have been incorporated in Corporate Governance Report.

Meetings of Board of Directors

The Board of Directors met 5 (five) times during the year under review, to transact the business of the Company, the details of which are given in Corporate Governance Report.

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held on February 08, 2017, without the presence of Non -Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and time-lines of flow of information between the Company Management and the Board. All the Independent Directors of the Company were present in the meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 (3) (c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

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

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

c) 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 prevention and detecting of fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

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

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Act read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the median employee''s remuneration and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid disclosure is annexed and forms part of this report as ANNEXURE ''B''.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid disclosure is annexed and forms part of this report as ANNEXURE ''C''.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

AUDIT COMMITTEE

Your Company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. The complete details with respect to Audit Committee, as required to be given under the aforesaid provisions, are given in the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the Act and Regulation 18 of Listing Regulations. The complete details with respect to Nomination and Remuneration Committee, as required to be given under the aforesaid provisions are given in the Corporate Governance Report.

The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Act and Para A of Part D of Schedule II of Listing Regulations, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The detailed policy formulated by Nomination and Remuneration Committee is annexed and forms part of this report as ANNEXURE ''D''.

STATUTORY AUDITORS

M/s. M Kamal Mahajan & Co. LLP, Chartered Accountants (FRN: 006855N/N500061), the Statutory Auditors of the Company, were appointed by the shareholders to hold office till conclusion of the ensuing Annual General Meeting. M/s. M Kamal Mahajan & Co. LLP would retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are not eligible to be reappointed pursuant to Section 139 of the Act.

Pursuant to provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Act, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and subject to all the applicable laws and regulations the Board of Directors recommend the appointment of M/s. Satinder Goyal & Co., Chartered Accountants (FRN: 027334N), who have given their consent and confirmed their eligibility under Section 141 of the Act, as the Statutory Auditors of the Company for a term of five (5) consecutive years, i.e. to hold office from the conclusion of this Annual General Meeting until the conclusion of 37^th Annual General Meeting, to be held in the year 2022.

EXPLANATION TO AUDITORS REPORT

The Auditors vide Para (vii) (a) & (viii) of the Annexure-A to the Auditors'' Report have commented on delay in deposit of Employee''s State Insurance (ESI), Provident Fund (PF), Income Tax (TDS) & Value Added Tax (VAT) dues and delay in payment of dues to the lenders. The Company has however, deposited all the dues in respect of ESI, PF, VAT and Income Tax (TDS) for the year under review. The Company is taking requisite steps for the payment of interest dues to the lenders apart from timely deposit of above noted dues.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr Praveen Dua, Company Secretary, Proprietor of M/s. PD And Associates, Company Secretaries, was appointed by Board of Directors of the Company as Secretarial Auditor of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed and forms part of this report as ANNEXURE ''E''.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The Secretarial Auditor has observed that the Company has not redeemed the Preference Shares due for redemption. The reasons for not redeeming the Preference Shares have been explained in Note No. 2(C) to the Financial Statements for the year ended March 31, 2017.

COST AUDIT

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting Records maintained by the Company in respect of its Bulk Drugs and Formulations activity are required to be audited by Cost Auditors. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the Company for the financial year ended March 31, 2018, at a remuneration of Rs. 3.00 Lakhs, subject to the ratification of their remuneration by the shareholders in the ensuing Annual General Meeting.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company''s internal financial control procedures ensure that Company''s financial statements are reliable and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audits throughout the year across all functional areas and submits its reports, from time-to-time, to the Audit Committee of the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company was constituted by the Board on May 10, 2016 to monitor implementation of CSR activities by the Company in accordance with Section 135 read with Schedule VII of the Act. Based on the recommendation of the CSR Committee, your Board has adopted a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII.

The Report on CSR Activities with details of the composition of CSR Committee, CSR Policy, CSR initiatives and activities during the year is annexed and forms part of this report as ANNEXURE ''F''.

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

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace pursuant to the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, while dealing with issues related to sexual harassment at the work place. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaint during the year.

LEGAL & CORPORATE MATTERS

During the financial year ending March 31, 2010, the Company had allotted 9,24,90,413 Equity Shares to the fixed deposit holders towards settlement of their dues under the Scheme of Arrangement & Compromise under Section 391 of the Companies Act, 1956, approved by the Hon''ble Shimla High Court vide its order dated August 4, 2009. The Central Government preferred an appeal, against the aforesaid order, before the Hon''ble Division Bench of Shimla High Court which permitted the implementation of the Scheme subject to the final decision in the main appeal, vide its interim order dated August 27, 2009. Accordingly, the entire scheme was implemented in February, 2010. The Division Bench vide its order dated September 14, 2010 remanded the case to the learned Single Judge to decide the Petition afresh after hearing all the parties and considering the representation of the Central Government. The Company filed an appeal against the aforesaid order of the Division Bench with the Hon''ble Supreme Court of India which remitted the matter to the learned Single Judge of Hon''ble High Court of Shimla to decide the matter as expeditiously as possible. The matter has now been transferred to the Chandigarh Bench of National Company Law Tribunal (NCLT).

The Equity Shares preferentially issued, as per the terms of Debt Restructuring Scheme approved by the CDR cell, to two allottees are pending for listing on NSE & BSE wherein certain observations were made by the Stock Exchanges. The Company has taken up the matter with both the allottees and requested them to take appropriate action in this regard.

The cases filed against the Company on the basis of investigation carried under Section 235 of the Companies Act, 1956 and the consequential cases filed by the Registrar of Companies against the Company and its Directors are being defended by the Company.

The Company''s appeal with the Hon''ble Supreme Court against the appointment of special Directors on the Board of the Company under Section 408 of the Companies Act, 1956 is pending for final disposal. Meanwhile, a ''Status Quo’ ordered by Supreme Court is being maintained.

EXTRACT OF ANNUAL RETURN

The detailed extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of the Act is annexed and forms part of this report as ANNEXURE ''G''.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE ''H''.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. During the year under review, there were no materially significant related party transactions, including arm''s length transactions; hence, disclosure in Form AOC - 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under the Act and Part C of Schedule V of Listing Regulations are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations and performance of the Company is set out in the Management Discussion and

Analysis Report pursuant to Part B of Schedule V of Listing Regulations which forms part of the Annual Report for the year under review as ANNEXURE ''I''.

HUMAN RESOURCES

A detailed review of Human Resources of the Company is set out in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Part E of Schedule V of Listing Regulations forms part of this report and is annexed as ANNEXURE ''J''.

ACKNOWLEDGMENTS

Your Directors place on record their heartfelt appreciation towards the Shareholders, Employees, Customers, Suppliers, Collaborators, Company''s GMP Consultants, Directors, Auditors, Bankers, Financial Institutions, Medical & Legal Professionals, Drug Control Authorities, Government Agencies and Business Associates for their continued patronage and trust i n the Company and its Management. Your Directors look forward to your continued support in our efforts to grow together and enhance health through quality products.

For and on behalf of Board of Directors

Sushil Suri

Place: New Delhi (Chairman & Managing Director)

Date: June 12, 2017 DIN: 00012028

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Mar 31, 2016

DIRECTORS’ REPORT

To

The Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The Board''s Report is prepared based on the standalone financial statements of the Company. The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

(Rs. in Lacs)

PARTICULARS	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Income from Operations	11543.78	10,665.99	11,543.78	10,665.99
Expenses	(8658.36)	(8,131.49)	(8657.07)	(8,130.13)
Depreciation	(605.18)	(519.16)	(605.18)	(519.16)
Profit from Operations before Finance Cost & Tax	2280.24	2,015.34	2281.53	2,016.69
Other Income	61.40	99.44	61.40	99.44
Profit before Interest & Tax	2341.64	2,114.78	2342.93	2,097.37
Interest / Finance Charges - Operation	(679.07)	(758.67)	(679.07)	(758.67)
Operating Profit before Tax	1662.57	1,356.11	1663.86	1,338.70
Interest / Finance Charges - New Hotel Projects	(1160.00)	(3,336.49)	(1160.00)	(3,336.49)
Profit (Loss) before Tax	502.57	(1,980.38)	503.86	(1,997.79)
Deferred Tax Asset ( Liability)		-		-
Profit (Loss) after Tax	502.57	(1,980.38)	503.87	(1,979.03)
Share of Minority interest in Profit/Loss		-	-	-
Net Profit/(Loss) for the Year available for majority shareholders	502.57	(1,980.38)	503.87	(1979.03)

OPERATIONS

The year under operation has been one of the most successful years since the opening of the Hotel, the Company''s has registered a growth of 8.22% in its income from operations as compared to the previous year, and its operating profit has grown by 11% as compared to the previous year. The Company has been able to generate a net profit of Rs. 5.03 Crore in the Financial Year 2015-2016. However the company continued to face the various litigations from its secured lenders and debenture holders and in view of the pending adjudications and determination of liabilities by the Court, the Company has provided for an interest at simple contracted rate on term loan from financial institution and did not provided for an interest on debentures. Your directors are pleased to inform you that Park Hyatt Goa Resort & Spa continues to be the trophy property of Goa and was the winner of “Runner Up award" under the category of “Favorite leisure hotel in India" and “Favorite destination spa in India" for its Sereno Spa , by the Conde Nast Traveller India Readers'' Travel Awards, 2015.

Your directors also inform that during the year, , the Honorable High Court of Bombay was pleased to quash and set aside the alleged auction sale of the hotel property of the Company and directed secured Lender “IFCI Limited" to refund the sale consideration to auction purchaser “ITC Limited". The members may kindly note that subsequently ITC Ltd and IFCI Ltd have filed a “Special Leave Petition" before the Honorable Supreme Court against the judgment of the Hon''ble Bombay High Court. The Hon''ble Supreme Court of India did not granted the stay against the order of the Hon''ble Bombay High Court however it ordered that “Status Quo" in favour of the Company as on 22.04.2016 be maintained and further ordered that the amounts paid by ITC Limited in the auction purchase shall remain with the IFCI Limited until further orders.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2016.

SHARE CAPITAL

During the year under review, there was no change in the shareholding of either the Promoters or Public.

The shares issued by Company continued to be listed at following Stock Exchanges as on 31st March, 2016.

1. National Stock Exchange of India Limited. (NSE)

2. Bombay Stock Exchange Limited (BSE)

DIVIDEND

In view of inadequate profit made by the Company during the year, it was not feasible to the Board of Directors to recommend any dividend for the Financial Year 2015-16.

TRANSFER OF ACCOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

Your company did not have any fund lying unpaid or unclaimed for a period of 7 years. Therefore there were no funds which were required to be transfer to IEPF.

PUBLIC DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any public deposit and no amount of principal or interest was outstanding on the deposits as on the Balance Sheet Date.

DIRECTORS

During the year under review, Mr. Madan Gopal Khanna was appointed as an Additional Director under the Category of Independent Director and Ms. Seema Joshi was designated as an Independent Director on the Board of the Company on 5th August, 2016. The above appointments/change in designation was made upon the recommendation of the Nomination and Remuneration Committee of the Company.

Due notice under section 160 of the Companies Act, 2013 have been received from Members of the Company proposing the appointment of Mr. Madan Gopal Khanna as Independent Director of the Company at this Annual General Meeting.

Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

Pursuant to the provisions of Section 152 of Companies Act 2013, Mr. Kushal Suri, the Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment.

BOARD EVALUATION

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule IV of the Companies Act, 2013 and, the Board has constantly monitored and reviewed the Board evaluation framework. As per the provisions, the Board has made formal evaluation of its own performance and that of its committees and individual directors and that the same was done excluding the Director being evaluated.

DECLARATION BY INDEPENDENT DIRECTOR (S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 4 (Four) times to transact the business of the Company, the details of which are given in Corporate Governance Report.

Further, a separate Meeting of the Independent Directors of the Company was also held on 12th February, 2016, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its function of management and governance is followed this year as well. As on March 31, 2016, the Board consists of 7 Directors comprising a Chairman and Managing Director, Two Non-executive Directors (including one-woman director) and four Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy on Directors appointment and remuneration, including criterion determining the qualifications, positive attributes, independence of a Director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is available on the website of the Company at www.bluecoast.in.

INDEPENDENT DIRECTORS TRAINING/ MEETING

During the year under review, a separate meeting of the Independent Directors of the Company was held on 12th February, 2016, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and time lines of flow of information between the Company management and the Board. The Company Secretary acted as a secretary to the Meeting.

To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors/senior managerial personnel make presentations to the inductees about the Company''s strategies, operations. Further at the time of joining, the Independent Directors are issued a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. The format of Letter of appointment is available on the website of the Company at www.bluecoast.in.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013, (“Act"):

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

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

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

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

e) The 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

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

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each Director to the median employee''s remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''A''.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''B''.

c) No Director of the Company, including its Managing Director, is in receipt of any commission from the Company or its Subsidiary Companies.

AUDITORS

i) STATUTORY AUDITORS

The Statutory Auditors, M/s. M. Kamal Mahajan and Co., Chartered Accountants, (Registration No. 006855N) were appointed by the shareholders in their 21st Annual General Meeting to hold office till conclusion of 24th Annual General Meeting to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every subsequent Annual General Meeting. Accordingly the appointment of M/s. M. Kamal Mahajan & Co., Chartered Accountants, as the statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their appointment were ratified, it would be in accordance with Section 141 of the Companies Act, 2013.

ii) SECRETARIAL AUDIT

During the year under review, the Company has appointed Mr. Prem Chand Goel, Practicing Company Secretary, (C.P No 457) Ghaziabad to conduct the Secretarial Audit of the Company as per the provisions under section 204(1) of the Companies Act 2013 and other laws as applicable for the financial year 2015-16. The Report in Form MR-3 is enclosed as Annexure - ''C'' to this Annual Report and there are no qualifications, reservations and adverse remarks made by Secretarial Auditor in their Report, if any are self explanatory.

EXPLANATION TO AUDITOR''S REPORT

Regarding Point 1 and 2 of the Secretarial Audit Report- Reply as above in the Explanation to Auditors Report Regarding Point interest free loan to subsidiaries - The Company had incorporates two wholly owned subsidiaries as special purpose vehicles (SPV) in name of Blue Coast Hospitality Limited and Golden Joy Hotel Private Limited and under the Section 372A(8) of the erstwhile Companies Act 1956, the interest free loans granted to the Wholly Owned Subsidiaries were exempt. Hence your Directors in consultation with the Statutory Auditors deemed it fit that no interest be charged to the earlier transactions.

iii) INTERNAL AUDITOR

During the year under review, pursuant to Section 138 and any other applicable provisions of the Companies Act 2013, M/s. KSMN & Company has been re-appointed as the Internal Auditors for the Financial Year 2015-16.

COMMITTEES OF THE BOARD

Currently, the Board has four Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees, as per the applicable provisions of the Act and Rules thereof is as follows: -

Name of the Committee	Composition of the Committee	Designation
AUDIT COMMITTEE	Mr. Praveen Kumar Dutt Mr. Ashok Kini Dr. Vijay Mohan Kaul Ms. Seema Joshi	Chairman Member Member Member
NOMINATION AND REMUNERATION COMMITTEE	Mr. Ashok Kini Mr. Praveen Kumar Dutt Dr. Vijay Mohan Kaul	Chairman Member Member
STAKEHOLDER RELATIONSHIP COMMITTEE	Ms. Seema Joshi Dr. Vijay Mohan Kaul Mr. Praveen Kumar Dutt Mr. Ashok Kini	Chairman Member Member Member
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE*	Mr. Sushil Suri Ms. Seema Joshi Mr. Madan Gopal Khanna	Chairman Member Member

*CSR committee constituted on 5th August, 2016.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report Section in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provisions of section 135 of the Companies Act, 2013 a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. However, since there have been continuous losses for last two financial years hence no amount shall required to be spent on CSR for FY 2016-17.

WHISTLE BLOWER /VIGIL MECHANISM

The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The Audit Committee reviews the same from time to time. In compliance with Section 177 of the Act and the Listing Agreement, the same is available on the website of the Company at, www.bluecoast.in.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company; the same is available on our website, www.bluecoast.in.

VOTING RIGHTS

In terms of the provisions contained in Section 47(2) of the Companies Act, 2013, the Preference Shareholders of the Company with respect to the 41,50,000, 10% Cumulative Redeemable Preference shares of Rs. 100/- each are entitled to vote on every resolution placed before the Company at the General Meeting. The existing Promoters/Promoters Group holds the said preference shares and there is no change in the management/ control of the Company.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report

1. Regarding allegedly auction of the hotel property under the provisions of the SARFAESI Act 2002.

The said comment is self explanatory and does not require any explanation from the management except that the matter is listed before Supreme Court on 10th August, 2016.

2. Regarding the alleged termination notice for termination the Development Agreement & Service Agreement by DIAL in the matter of subsidiary company Silver Resort Hotels India Pvt. Ltd. (SRHIPL).

The Hon''ble Artbrition Tribunal vide order dated July 24, 2016 has dismissed the application for interim order to continue as filled by SRHIPL.

Further in the matter of winding up petition filled by DIAL the company has filled appropriate reply before the Hon''ble Bombay High Court.

3. Regarding the show couse notice received from the service tax department as against subsidiary company Silver Resort Hotels India Pvt. Ltd. (SRHIPL).

The Company has filled appropriate reply before the department and the matter is sub-judice.

4. Regarding the dispute claim for non performance of obligation to Punjan Urban Development Authority (PUDA) pertaining to wholly owned subsidiary company Golden Joy Hotel Pvt. Ltd.

The Company has filled appropriate reply before the authority and the matter is sub-judice.

5. Regarding debenture pending litigation against the Company and recovery proceedings thereto.

The said comment is self explanatory and does not require any explanation from the management.

6. Regarding appropriateness of assumption of going concern:

The management is striving hard to generate requisite funds to enable the Company to meet its obligations.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2016 namely:

1. Silver Resorts Hotels India Private Limited (Subsidiary Company)

2. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

3. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)&

4. Joy Hotel & Resort Private Limited (Associate Company).

The Company has entered into a Joint Ventures for the development of the high-end residential villa and undertaking the renovation & refurbishment of the hotel with one of the companies in the group which has an expertise and a requisite experience to undertake such activities on the terms and conditions which are not prejudicial to the interest of the members of the company .

During the year under review, the Board reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its Subsidiaries, which form part of the Annual Report. Further, a Statement containing the salient features of the financial statements of our Subsidiaries and Associate, in the prescribed form, AOC -1 pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE ’D’.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including the consolidated Financial Statements and related information of the Company and audited accounts of each of our Subsidiary are available on the website of the Company at www.bluecoast.in. These documents are also available for inspection during the business hours at the Corporate Office of the Company situated at 415-417, Antriksh Bhawan, 22 K G Marg, New Delhi 110001.

SEGMENT REPORTING

Your Company''s operations comprise of only one segment - Hotel Operations and accordingly, there are no separate reportable segments as envisaged by Accounting Standard 17

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees up to date have been paid to both the Stock Exchanges.

EXTRACT OF ANNUAL RETURN

The detailed extract of Annual Return in Form MGT-9 as required under Section 134(3) (a) of the Companies Act, 2013 is annexed and forms part of this report as ANNEXURE ’ E’.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company''s internal financial control procedures ensure that reliability of the financial statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence. The Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process corrective action in their respective areas is taking to strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audit throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

During the period between the end of the Financial Year and date of report, auction purchaser ITC Limited and secured lender IFCI Limited have filed a Special Leave Petition (SLP) in the Supreme Court of India which the Hon''ble Supreme Court has directed to maintain the Status Quo in favour of the Company in respect of Hotel Property with the Company and has further directed Secured Lender to retain the amounts paid by the Auction Purchaser to Secured Lender till the disposal of the SLP.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

In the matter of alleged sale of "Park Hyatt Goa, Resorts and SPA" by the Secured Lender IFCI Limited to the auction purchaser ITC Limited, the Hon''ble High Court of Bombay has quash & set-aside the Order of Debt Recovery Appellate Tribunal (DRAT), Order of District Magistrate (DM) South Goa and has also cancelled the sale certificate issued to the auction purchaser by the secured lender in respect of the Hotel property under SARFAESI Act 2002. The Secured Lender & Auction Purchaser has filed a Special Leave Petition (SLP) before Hon''ble Supreme Court of India which has directed to maintain the Status Quo in respect of the Hotel Property.

Additionally, during the year under review, the subsidiary of your Company, Silver Resort Hotel India Private Limited (SRHIPL) invoked the arbitration under Section 9 of The Arbitration and Conciliation Act, 1996 against Delhi International Airport Private Limited (DIAL) and filed a petition requesting for the interim stay on the termination issued by DIAL terminating the Development Agreement granting rights to develop the hotel on Asset Area 3, Aerocity, New Delhi. The Honorable High Court of Delhi was pleased to dispose off the Section 9 petition with a direction that the letter of termination issued by DIAL to the SRHIPL terminating the Development Agreement, through the license for the hotel plot was granted by DIAL to SRHIPL, will remain undisturbed, the DIAL shall refrain from taking any further action. The Hon''ble High Court of Delhi further referred the matter of the Hon''ble Arbitral Tribunal with a further direction that “Interim Orders shall continue till otherwise varied by the learned Arbitral Tribunal and now the matter is pending adjudication before Hon''ble Arbitral Tribunal

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The information relating to contracts or arrangements with related parties including certain arm''s length transactions under third proviso of Section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 is annexed in Form AOC - 2 and forms part of this report as ANNEXURE ''F''. In accordance with the requirements of the Listing Agreement, the Company has formulated policy on the related Party transactions and material subsidiaries. The said Policies is available on the website of the Company at www.bluecoast.in.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is annexed in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the Company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report as ANNEXURE ’G’.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION & REDERESSAL) ACT, 2013

The Company has in place a policy on prevention of sexual harassment at workplace on the line of the requirement of the Sexual Harassment of Women at The Work Place (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16 No. of Complaints received: 0 No. of Complaints disposed off: 0

HUMAN RESOURCES

Your Company had been able to retain good and talented people. Significant number of employees have chosen to stay back with Company and have contributed a lot in smooth running of the Company.

Fair practices and equal opportunity has been afforded to employees at all levels. The Company is keeping these traditions alive and is making conscious effort to grow year after year. The Company understands that importance of Human capital and acts judiciously in rewarding its workforce. It has strong belief in collective efforts of all the team members. The inter-personal relationship amongst workers, staff and officers have always been cordial and healthy.

As on March 31, 2016, there were 496 employees working for the Company across all levels at various locations.

AWARDS AND RECOGNITION

Park Hyatt Goa Resort and Spa received the following Awards & Accolades:

Sereno Spa

2015 - First runner up Conde Nast Readers Choice Awards 2015

2015 - First runner up as favorite destination SPA in India at Sereno SPA

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

Information pursuant to of the Companies Act, 2013 read with Rule 8 (3) of The Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, technology absorption, foreign exchange earnings & outgo are set out as ’Annexure H ’ to this report.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the members, Bankers, eminent Lawyers, Hyatt International and other Business Associates. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the Employees at all levels.

By Order of the Board

For Blue Coast Hotels Limited

(Sushil Suri)

Place: New Delhi Chairman and Managing Director

Date: 05.08.2016 DIN: 00012028

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Mar 31, 2016

DIRECTORS’ REPORT

To

The Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The Board''s Report is prepared based on the standalone financial statements of the Company. The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

(Rs. in Lacs)

PARTICULARS	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Income from Operations	11543.78	10,665.99	11,543.78	10,665.99
Expenses	(8658.36)	(8,131.49)	(8657.07)	(8,130.13)
Depreciation	(605.18)	(519.16)	(605.18)	(519.16)
Profit from Operations before Finance Cost & Tax	2280.24	2,015.34	2281.53	2,016.69
Other Income	61.40	99.44	61.40	99.44
Profit before Interest & Tax	2341.64	2,114.78	2342.93	2,097.37
Interest / Finance Charges - Operation	(679.07)	(758.67)	(679.07)	(758.67)
Operating Profit before Tax	1662.57	1,356.11	1663.86	1,338.70
Interest / Finance Charges - New Hotel Projects	(1160.00)	(3,336.49)	(1160.00)	(3,336.49)
Profit (Loss) before Tax	502.57	(1,980.38)	503.86	(1,997.79)
Deferred Tax Asset ( Liability)		-		-
Profit (Loss) after Tax	502.57	(1,980.38)	503.87	(1,979.03)
Share of Minority interest in Profit/Loss		-	-	-
Net Profit/(Loss) for the Year available for majority shareholders	502.57	(1,980.38)	503.87	(1979.03)

OPERATIONS

The year under operation has been one of the most successful years since the opening of the Hotel, the Company''s has registered a growth of 8.22% in its income from operations as compared to the previous year, and its operating profit has grown by 11% as compared to the previous year. The Company has been able to generate a net profit of Rs. 5.03 Crore in the Financial Year 2015-2016. However the company continued to face the various litigations from its secured lenders and debenture holders and in view of the pending adjudications and determination of liabilities by the Court, the Company has provided for an interest at simple contracted rate on term loan from financial institution and did not provided for an interest on debentures. Your directors are pleased to inform you that Park Hyatt Goa Resort & Spa continues to be the trophy property of Goa and was the winner of “Runner Up award" under the category of “Favorite leisure hotel in India" and “Favorite destination spa in India" for its Sereno Spa , by the Conde Nast Traveller India Readers'' Travel Awards, 2015.

Your directors also inform that during the year, , the Honorable High Court of Bombay was pleased to quash and set aside the alleged auction sale of the hotel property of the Company and directed secured Lender “IFCI Limited" to refund the sale consideration to auction purchaser “ITC Limited". The members may kindly note that subsequently ITC Ltd and IFCI Ltd have filed a “Special Leave Petition" before the Honorable Supreme Court against the judgment of the Hon''ble Bombay High Court. The Hon''ble Supreme Court of India did not granted the stay against the order of the Hon''ble Bombay High Court however it ordered that “Status Quo" in favour of the Company as on 22.04.2016 be maintained and further ordered that the amounts paid by ITC Limited in the auction purchase shall remain with the IFCI Limited until further orders.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2016.

SHARE CAPITAL

During the year under review, there was no change in the shareholding of either the Promoters or Public.

The shares issued by Company continued to be listed at following Stock Exchanges as on 31st March, 2016.

1. National Stock Exchange of India Limited. (NSE)

2. Bombay Stock Exchange Limited (BSE)

DIVIDEND

In view of inadequate profit made by the Company during the year, it was not feasible to the Board of Directors to recommend any dividend for the Financial Year 2015-16.

TRANSFER OF ACCOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

Your company did not have any fund lying unpaid or unclaimed for a period of 7 years. Therefore there were no funds which were required to be transfer to IEPF.

PUBLIC DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any public deposit and no amount of principal or interest was outstanding on the deposits as on the Balance Sheet Date.

DIRECTORS

During the year under review, Mr. Madan Gopal Khanna was appointed as an Additional Director under the Category of Independent Director and Ms. Seema Joshi was designated as an Independent Director on the Board of the Company on 5th August, 2016. The above appointments/change in designation was made upon the recommendation of the Nomination and Remuneration Committee of the Company.

Due notice under section 160 of the Companies Act, 2013 have been received from Members of the Company proposing the appointment of Mr. Madan Gopal Khanna as Independent Director of the Company at this Annual General Meeting.

Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

Pursuant to the provisions of Section 152 of Companies Act 2013, Mr. Kushal Suri, the Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment.

BOARD EVALUATION

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule IV of the Companies Act, 2013 and, the Board has constantly monitored and reviewed the Board evaluation framework. As per the provisions, the Board has made formal evaluation of its own performance and that of its committees and individual directors and that the same was done excluding the Director being evaluated.

DECLARATION BY INDEPENDENT DIRECTOR (S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 4 (Four) times to transact the business of the Company, the details of which are given in Corporate Governance Report.

Further, a separate Meeting of the Independent Directors of the Company was also held on 12th February, 2016, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its function of management and governance is followed this year as well. As on March 31, 2016, the Board consists of 7 Directors comprising a Chairman and Managing Director, Two Non-executive Directors (including one-woman director) and four Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy on Directors appointment and remuneration, including criterion determining the qualifications, positive attributes, independence of a Director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is available on the website of the Company at www.bluecoast.in.

INDEPENDENT DIRECTORS TRAINING/ MEETING

During the year under review, a separate meeting of the Independent Directors of the Company was held on 12th February, 2016, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and time lines of flow of information between the Company management and the Board. The Company Secretary acted as a secretary to the Meeting.

To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors/senior managerial personnel make presentations to the inductees about the Company''s strategies, operations. Further at the time of joining, the Independent Directors are issued a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. The format of Letter of appointment is available on the website of the Company at www.bluecoast.in.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013, (“Act"):

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

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

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

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

e) The 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

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

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each Director to the median employee''s remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''A''.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE ''B''.

c) No Director of the Company, including its Managing Director, is in receipt of any commission from the Company or its Subsidiary Companies.

AUDITORS

i) STATUTORY AUDITORS

The Statutory Auditors, M/s. M. Kamal Mahajan and Co., Chartered Accountants, (Registration No. 006855N) were appointed by the shareholders in their 21st Annual General Meeting to hold office till conclusion of 24th Annual General Meeting to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every subsequent Annual General Meeting. Accordingly the appointment of M/s. M. Kamal Mahajan & Co., Chartered Accountants, as the statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their appointment were ratified, it would be in accordance with Section 141 of the Companies Act, 2013.

ii) SECRETARIAL AUDIT

During the year under review, the Company has appointed Mr. Prem Chand Goel, Practicing Company Secretary, (C.P No 457) Ghaziabad to conduct the Secretarial Audit of the Company as per the provisions under section 204(1) of the Companies Act 2013 and other laws as applicable for the financial year 2015-16. The Report in Form MR-3 is enclosed as Annexure - ''C'' to this Annual Report and there are no qualifications, reservations and adverse remarks made by Secretarial Auditor in their Report, if any are self explanatory.

EXPLANATION TO AUDITOR''S REPORT

Regarding Point 1 and 2 of the Secretarial Audit Report- Reply as above in the Explanation to Auditors Report Regarding Point interest free loan to subsidiaries - The Company had incorporates two wholly owned subsidiaries as special purpose vehicles (SPV) in name of Blue Coast Hospitality Limited and Golden Joy Hotel Private Limited and under the Section 372A(8) of the erstwhile Companies Act 1956, the interest free loans granted to the Wholly Owned Subsidiaries were exempt. Hence your Directors in consultation with the Statutory Auditors deemed it fit that no interest be charged to the earlier transactions.

iii) INTERNAL AUDITOR

During the year under review, pursuant to Section 138 and any other applicable provisions of the Companies Act 2013, M/s. KSMN & Company has been re-appointed as the Internal Auditors for the Financial Year 2015-16.

COMMITTEES OF THE BOARD

Currently, the Board has four Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees, as per the applicable provisions of the Act and Rules thereof is as follows: -

Name of the Committee	Composition of the Committee	Designation
AUDIT COMMITTEE	Mr. Praveen Kumar Dutt Mr. Ashok Kini Dr. Vijay Mohan Kaul Ms. Seema Joshi	Chairman Member Member Member
NOMINATION AND REMUNERATION COMMITTEE	Mr. Ashok Kini Mr. Praveen Kumar Dutt Dr. Vijay Mohan Kaul	Chairman Member Member
STAKEHOLDER RELATIONSHIP COMMITTEE	Ms. Seema Joshi Dr. Vijay Mohan Kaul Mr. Praveen Kumar Dutt Mr. Ashok Kini	Chairman Member Member Member
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE*	Mr. Sushil Suri Ms. Seema Joshi Mr. Madan Gopal Khanna	Chairman Member Member

*CSR committee constituted on 5th August, 2016.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report Section in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provisions of section 135 of the Companies Act, 2013 a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. However, since there have been continuous losses for last two financial years hence no amount shall required to be spent on CSR for FY 2016-17.

WHISTLE BLOWER /VIGIL MECHANISM

The Company has established a Whistle Blower Policy/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The Audit Committee reviews the same from time to time. In compliance with Section 177 of the Act and the Listing Agreement, the same is available on the website of the Company at, www.bluecoast.in.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company; the same is available on our website, www.bluecoast.in.

VOTING RIGHTS

In terms of the provisions contained in Section 47(2) of the Companies Act, 2013, the Preference Shareholders of the Company with respect to the 41,50,000, 10% Cumulative Redeemable Preference shares of Rs. 100/- each are entitled to vote on every resolution placed before the Company at the General Meeting. The existing Promoters/Promoters Group holds the said preference shares and there is no change in the management/ control of the Company.

EXPLANATION TO AUDITOR''S REPORT

On Matters of Emphasis on Statutory Auditor''s Report

1. Regarding allegedly auction of the hotel property under the provisions of the SARFAESI Act 2002.

The said comment is self explanatory and does not require any explanation from the management except that the matter is listed before Supreme Court on 10th August, 2016.

2. Regarding the alleged termination notice for termination the Development Agreement & Service Agreement by DIAL in the matter of subsidiary company Silver Resort Hotels India Pvt. Ltd. (SRHIPL).

The Hon''ble Artbrition Tribunal vide order dated July 24, 2016 has dismissed the application for interim order to continue as filled by SRHIPL.

Further in the matter of winding up petition filled by DIAL the company has filled appropriate reply before the Hon''ble Bombay High Court.

3. Regarding the show couse notice received from the service tax department as against subsidiary company Silver Resort Hotels India Pvt. Ltd. (SRHIPL).

The Company has filled appropriate reply before the department and the matter is sub-judice.

4. Regarding the dispute claim for non performance of obligation to Punjan Urban Development Authority (PUDA) pertaining to wholly owned subsidiary company Golden Joy Hotel Pvt. Ltd.

The Company has filled appropriate reply before the authority and the matter is sub-judice.

5. Regarding debenture pending litigation against the Company and recovery proceedings thereto.

The said comment is self explanatory and does not require any explanation from the management.

6. Regarding appropriateness of assumption of going concern:

The management is striving hard to generate requisite funds to enable the Company to meet its obligations.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2016 namely:

1. Silver Resorts Hotels India Private Limited (Subsidiary Company)

2. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

3. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)&

4. Joy Hotel & Resort Private Limited (Associate Company).

The Company has entered into a Joint Ventures for the development of the high-end residential villa and undertaking the renovation & refurbishment of the hotel with one of the companies in the group which has an expertise and a requisite experience to undertake such activities on the terms and conditions which are not prejudicial to the interest of the members of the company .

During the year under review, the Board reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its Subsidiaries, which form part of the Annual Report. Further, a Statement containing the salient features of the financial statements of our Subsidiaries and Associate, in the prescribed form, AOC -1 pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE ’D’.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including the consolidated Financial Statements and related information of the Company and audited accounts of each of our Subsidiary are available on the website of the Company at www.bluecoast.in. These documents are also available for inspection during the business hours at the Corporate Office of the Company situated at 415-417, Antriksh Bhawan, 22 K G Marg, New Delhi 110001.

SEGMENT REPORTING

Your Company''s operations comprise of only one segment - Hotel Operations and accordingly, there are no separate reportable segments as envisaged by Accounting Standard 17

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees up to date have been paid to both the Stock Exchanges.

EXTRACT OF ANNUAL RETURN

The detailed extract of Annual Return in Form MGT-9 as required under Section 134(3) (a) of the Companies Act, 2013 is annexed and forms part of this report as ANNEXURE ’ E’.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company''s internal financial control procedures ensure that reliability of the financial statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence. The Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process corrective action in their respective areas is taking to strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audit throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

During the period between the end of the Financial Year and date of report, auction purchaser ITC Limited and secured lender IFCI Limited have filed a Special Leave Petition (SLP) in the Supreme Court of India which the Hon''ble Supreme Court has directed to maintain the Status Quo in favour of the Company in respect of Hotel Property with the Company and has further directed Secured Lender to retain the amounts paid by the Auction Purchaser to Secured Lender till the disposal of the SLP.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

In the matter of alleged sale of "Park Hyatt Goa, Resorts and SPA" by the Secured Lender IFCI Limited to the auction purchaser ITC Limited, the Hon''ble High Court of Bombay has quash & set-aside the Order of Debt Recovery Appellate Tribunal (DRAT), Order of District Magistrate (DM) South Goa and has also cancelled the sale certificate issued to the auction purchaser by the secured lender in respect of the Hotel property under SARFAESI Act 2002. The Secured Lender & Auction Purchaser has filed a Special Leave Petition (SLP) before Hon''ble Supreme Court of India which has directed to maintain the Status Quo in respect of the Hotel Property.

Additionally, during the year under review, the subsidiary of your Company, Silver Resort Hotel India Private Limited (SRHIPL) invoked the arbitration under Section 9 of The Arbitration and Conciliation Act, 1996 against Delhi International Airport Private Limited (DIAL) and filed a petition requesting for the interim stay on the termination issued by DIAL terminating the Development Agreement granting rights to develop the hotel on Asset Area 3, Aerocity, New Delhi. The Honorable High Court of Delhi was pleased to dispose off the Section 9 petition with a direction that the letter of termination issued by DIAL to the SRHIPL terminating the Development Agreement, through the license for the hotel plot was granted by DIAL to SRHIPL, will remain undisturbed, the DIAL shall refrain from taking any further action. The Hon''ble High Court of Delhi further referred the matter of the Hon''ble Arbitral Tribunal with a further direction that “Interim Orders shall continue till otherwise varied by the learned Arbitral Tribunal and now the matter is pending adjudication before Hon''ble Arbitral Tribunal

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The information relating to contracts or arrangements with related parties including certain arm''s length transactions under third proviso of Section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 is annexed in Form AOC - 2 and forms part of this report as ANNEXURE ''F''. In accordance with the requirements of the Listing Agreement, the Company has formulated policy on the related Party transactions and material subsidiaries. The said Policies is available on the website of the Company at www.bluecoast.in.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is annexed in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the Company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report as ANNEXURE ’G’.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION & REDERESSAL) ACT, 2013

The Company has in place a policy on prevention of sexual harassment at workplace on the line of the requirement of the Sexual Harassment of Women at The Work Place (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16 No. of Complaints received: 0 No. of Complaints disposed off: 0

HUMAN RESOURCES

Your Company had been able to retain good and talented people. Significant number of employees have chosen to stay back with Company and have contributed a lot in smooth running of the Company.

Fair practices and equal opportunity has been afforded to employees at all levels. The Company is keeping these traditions alive and is making conscious effort to grow year after year. The Company understands that importance of Human capital and acts judiciously in rewarding its workforce. It has strong belief in collective efforts of all the team members. The inter-personal relationship amongst workers, staff and officers have always been cordial and healthy.

As on March 31, 2016, there were 496 employees working for the Company across all levels at various locations.

AWARDS AND RECOGNITION

Park Hyatt Goa Resort and Spa received the following Awards & Accolades:

Sereno Spa

2015 - First runner up Conde Nast Readers Choice Awards 2015

2015 - First runner up as favorite destination SPA in India at Sereno SPA

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

Information pursuant to of the Companies Act, 2013 read with Rule 8 (3) of The Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, technology absorption, foreign exchange earnings & outgo are set out as ’Annexure H ’ to this report.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the members, Bankers, eminent Lawyers, Hyatt International and other Business Associates. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the Employees at all levels.

By Order of the Board

For Blue Coast Hotels Limited

(Sushil Suri)

Place: New Delhi Chairman and Managing Director

Date: 05.08.2016 DIN: 00012028

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 30th Annual Report on business, operations and achievements of the Company together with the Audited financial statements for the financial year ended March 31,2015.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2014-15 2013-14

Total Revenue 37162 33676

Operating Surplus 4794 4660

Finance cost 863 989

Cash Surplus 3931 3671

Non-Cash Items:

Depreciation & Amortisation 3859 4577

Profit/(Loss) before Extra-ordinary 72 (906) items and Tax

Extra ordinary items - Income (Net) - 290

Profit/(Loss) Before Tax 72 (616)

Tax 14 -

Profit/(Loss) After Tax 58 (616)

REVIEW OF PERFORMANCE

Your Company has recorded revenues of Rs. 37,162 lacs during the current financial year against previous year revenues of Rs. 33,676 lacs recording a growth of 10% over last year revenues. Operating revenue for the current year has increased to Rs.37,026 lacs against last year revenues of Rs. 33,597 lacs. Sales revenues of the Company are steadily improving year on year basis.

Better customer reach, improved productivity and efficient cost management have helped the Company to offset the pressure in margins on account of product and market mix.

Growth in Active Pharmaceutical Ingredients (API) business has been steady at 7%. Home Diagnostics and Finished Formulations have shown significant improvement in its sales revenues recording a growth of 16% and 10% respectively.

Current year's operating surplus of Rs. 4,794 lacs translates into a moderate growth of 3% against last year surplus of Rs. 4,660 lacs.

Finance cost at Rs. 863 lacs has come down by 13% against Rs. 989 lacs in the previous year.

Cash generated during the year is Rs. 3,931 lacs against Rs. 3,671 lacs generated during previous financial year.

DIVIDEND

For the year under review the Directors do not recommend any dividend due to absence of adequate distributable surplus.

RESERVES

As per the provisions of Companies Act, 2013, additional depreciation of Rs. 1,176 lacs, on account of change in useful life of assets, has been charged to opening balance of Reserve & Surplus account. The profit of Rs. 58 lacs earned during the year has been added to the Reserves & Surplus.

DEPOSITS

The Company has not accepted deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCES

The Management is committed to profitable growth of all its business segments by improving upon operating and financial performance.

The Company continues to service its debt obligations as per the terms approved by its lender banks and financial institutions. The Company has been managing its day to day operations without any institutional working support. It is running its business on the strength of surplus generated out of its operations.

Further, on account of accumulated losses, the provisions of Companies Act, 2013 places restrictions on redemption of Preference Shares. In view of above, the Company has not been able to redeem optionally convertible preference shares which have fallen due for redemption and/or conversion during the year.

SHARE CAPITAL

The total paid up share capital of the Company as on March 31, 2015 of Rs. 20,961 lacs comprises of Equity Share Capital of Rs. 8,996 lacs and Preference Share Capital of Rs. 11,965 lacs. During the year under review, there was no change in the paid-up share capital of the Company. No Provision of money was made by the Company for purchase of its own shares by employees or by trustees for the benefit of employees.

The shares issued by Company are listed at the following Stock Exchanges as on March 31,2015:

1. National Stock Exchange of India Limited (NSE)

2. Bombay Stock Exchange (BSE)

Annual listing fees for the financial year 2015-16 have been paid to both the Stock Exchanges. The Equity shares continue to be listed on both BSE and NSE.

BUSINESS PERFORMANCE

During the year under review, sales revenues at Rs. 35,459 lacs have registered a growth of around 10% against last year revenues of Rs. 32,206 lacs. Active Pharmaceutical Ingredients (API) business has recorded a growth of 7%. Home Diagnostics business has recorded a growth of 16% in its sales revenues and Finished Formulation business has recorded a growth of 10%.

Continued focus on margin improvement, cost control and efficient utilization of resources has helped the Company to moderately improve its operating margins over the preceding years despite margin erosion on account of product and market mix.

The operating surplus for the current year has improved to Rs. 4,794 lacs from Rs. 4,660 lacs in the previous year. Current year operating surplus has recorded 3% growth over the last financial year. After servicing the finance cost of Rs. 863 lacs, current year net cash surplus is Rs. 3,931 lacs, against Rs. 3,671 lacs generated in the previous year, a growth of around 11%.

The Company foresees improvement in revenues across all business segments and also expects that bottom line would i m prove over the preceding year.

Division wise business performance is detailed hereunder:

Active Pharmaceutical Ingredients (API)

Domestic API business recorded a growth of 31% over the last year whereas export business was down by 1%. Montelukast and Atorvastatin business recorded handsome growth during the year. Current year Loratadine revenues have recorded a dip of 20% against previous year revenues.

Over the years API business has significantly contributed towards the overall growth of the Company. During last few years expansion of domestic and export markets has added momentum to the revenue growth. During the current year growth of 7% has been recorded in the annual sales revenues. Current year Revenues are at Rs. 21,606 lacs against last year revenues of Rs. 20,288 lacs. Montelukast and Atorvastatin have recorded a growth of 13% and 80% respectively. Fexofenadine with current year revenues of Rs. 1,087 lacs has recorded a dip of around 16%.

There has been volume growth of 12% in 'Loratadine' Non- US business. However, lower price realisation has resulted in fall in US business.

Desloratadine 'API' has recorded a growth of 67% in its annual sales revenue over the preceding year. The Company expects steady business in the coming years.

Montelukast has recorded sales revenue of Rs. 5,604 lacs in the current year, against Rs. 4,967 lacs in last year. Atorvastatin with its annual sales revenues of Rs. 4,229 lacs has registered a growth of 80% over the last year.

During the current year, products like Sitagliptin Phosphate, Rosuvastatin Calcium, Olmesartan Medoxomil, Pioglitazone and Aliskirin have registered impressive volume growth. Product basket consisting of these products has recorded sales revenue of Rs. 1,966 lacs against Rs. 599 lacs recorded in the last financial year. The highest growth has been achieved by Rosuvastatin, which clocked annual sales of Rs. 815 lacs in the current year against Rs. 317 lacs done in last year.

Home Diagnostics

During the Current year 'Home Diagnostics' business has recorded a growth in revenues by 16%. Revenues for the current year are at Rs. 5,133 lacs against Rs. 4,431 lacs in the previous year. Blood Glucose Monitors, the biggest contributor to this business segment with annual revenue of Rs. 2,372 lacs has registered a growth of 37%. Blood Pressure Monitors with annual sales of Rs. 797 lacs have gone up by 22% over the last year. The Company is expanding its foothold all across India and also touching the markets/areas which were hitherto uncovered.

Finished Formulations

Finished Formulation business has recorded sales revenues of Rs. 8,256 lacs against Rs. 7,506 lacs recorded in the previous year.

Current year annual revenues have registered a growth of 10% over the last financial year. Branded formulation as a part of finished formulations registered a fall of 7% whereas contract manufacturing and brand sharing business reported a growth of 24%.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has four subsidiaries as on March 31, 2015 namely:

1. Dr. Morepen Ltd.

2. Total Care Ltd. (Subsidiary of Dr. Morepen Ltd.)

3. Morepen Inc., USA

4. Morepen Max Inc., USA

The Company does not have any Associates or Joint Ventures as on March 31,2015.

Dr. Morepen Limited

Over The Counter (OTC) business of the Company carried out through its wholly owned subsidiary, Dr. Morepen Limited (DML) has gone up marginally. Sales revenue for the current year stood at Rs. 3,448 lacs against last year revenues of Rs. 3,356 lacs.

The Company is carrying two types of business under its brand name Dr. Morepen i.e. marketing of OTC products & Brand sharing.

There was marginal fall of around 2% in OTC marketing business. However brand sharing business registered a growth of around 14%. This business also looks promising keeping in view brand recall value attached to 'Dr. Morepen' brand.

In brand sharing segment, 31 Stock Keeping Units (SKUs) were launched in the current year, taking the tally to 183 SKUs during the year. It recorded sales revenue of Rs. 1,188 lacs as compared to Rs. 1,045 lacs in the last year. In 2015-16, Brand Sharing business has sales target of Rs. 1500 lacs.

In its OTC marketing segment, the Company has launched new products namely Burnol X, Burnol Spray and Burnol Prickderm as extension to its existing main brand 'Burnol'.

During the year, the Company changed its distribution model from Super Stockist model to C&F Model in respect of states having annual sale of more than Rs.150 lacs. The Company expects that the exercise will help the Company to increase its sales by direct billing to Distributors. Further the cost of distribution is also expected to come down significantly. Hence the Company expects to do better, on both the fronts i.e. increase in sales revenue and cost control.

On account of change in distribution model midway during the current year, sales was adversely affected, however it will give better revenues in the coming years.

Total Care Limited

The Company is now dealing in OTC & Health products. The scale of Company's operations was marginal during the year with the total revenues of Rs. 16 lacs. The Company plans to clock annual revenue of Rs. 100 lacs in the coming year.

Morepen Inc.

This Company is our marketing and distribution interface in USA for various OTC & other products. The Current year revenue was at Rs. 45 lacs ($72,574) as against Rs. 69 Lacs ($120,022) in the previous year. Current year loss is Rs. 38 lacs, against profit of Rs. 24 lacs in the last year.

Morepen Max Inc.

This Company has been in a dormant state for last few years. Board of Directors considers it expedient to divest the investment in the Company at an appropriate time.

Morepen Biotech Limited has ceased to be an associate Company during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company pursuant to Section 129 (3) of the Companies Act, 2013, prepared in accordance with relevant Accounting Standards (AS) viz. AS 21 & AS 23, forms part of this Annual Report.

A Statement containing the salient features of the financial statements of Company's Subsidiaries, pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE 'A' in the prescribed form, AOC -1.

DIRECTORS'& KEY MANAGERIAL PERSONNEL

Changes in Directors' & Key Managerial Personnel

The Company has appointed Mr. Sukhcharan Singh, Mr. Manoj Joshi and Mr. Bhupender Raj Wadhwa, as Independent Directors of the Company for a term of 5 years with effect from 19th September, 2014 in the 29th Annual General Meeting (AGM) of the Company pursuant to provision of Section 149, 150, 152, Schedule IV and other applicable provisions, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. Your Directors extended a warm welcome to Mr. Sukhcharan Singh, Mr. Manoj Joshi and Mr. Bhupender Raj Wadhwa for being a part of the Board of Directors of Morepen Laboratories Limited.

Pursuant to Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Sushil Suri, Chairman & Managing Director and Mr. Thomas P. Joshua, Company Secretary, who were already in office before the commencement of Companies Act, 2013, have been designated as Whole-Time Key Managerial Personnel of the Company. Mr. Ajay Sharma has been appointed as the Chief Financial Officer, designated as Whole-Time Key Managerial Personnel, of Morepen Laboratories Limited w.e.f. 9th August, 2014.

Mr. Sushil Suri, Chairman & Managing Director of the Company, who holds his office up to 19th October, 2015 and being eligible, has offered himself to be re-appointed pursuant to the provisions of Section 196, 197, 203, Schedule V and other applicable provisions of the Companies Act, 2013 and read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended or re-enacted from time to time. Your Directors recommend his appointment as the Chairman & Managing Director of the Company, in the ensuing Annual General Meeting, for another term of 3 years w.e.f. 20th October, 2015.

Dr. A. K. Sinha, Whole Time Director of the Company, who is liable to retire by rotation pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, as amended or re-enacted from time to time, has given his consent and being eligible has offered himself for re-appointment. Your Directors recommend his re-appointment as Whole-Time Director of the Company, in the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149(1) of the Companies Act, 2013, Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 and revised Clause 49 of Listing Agreement it was mandatory for the Company to appoint a Woman Director on the Board of the Company on or before March 31,2015. However, Hon'ble Supreme Court of India, vide its order dated July 16, 2007, in respect of petition filed by the Company before it, challenging the appointment of Special Directors by Hon'ble High Court of Himachal Pradesh, Shimla, has ordered 'status quo' to be maintained. Therefore, the Board in its meeting held on March 31,2015 took note of the same and felt that since the matter is sub-judice and the status quo order is still in force, as on date, the composition of the Board should remain unchanged. The Company has also apprised the matter to both the stock exchanges i.e. NSE and BSE. The Company is willing and ready to appoint a Woman Director on the Board of the Company as soon as the above matter is resolved.

Declaration by Independent Director(s) and re-appointment

As per the provision of Section 149(7) of Companies Act, 2013 and Listing Agreement, every Independent Director is required to give declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of Companies Act, 2013 and Clause 49 of the Listing Agreement.

At present there are total of three Independent Directors on the Board of the Company and accordingly in compliance with the aforesaid provisions of the Companies Act, 2013 and the Listing Agreement, Mr. Sukhcharan Singh, Mr. Manoj Joshi and Mr. Bhupender Raj Wadhwa, have given the Declaration of Independence to the Company.

Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out its own performance evaluation, Board Committees and its directors individually. The manner in which the evaluation has been carried out has been detailed in Corporate Governance Report.

Familiarization Programme for Independent Directors

The details pertaining to Familiarization Programme for Independent Directors has been detailed in Corporate Governance Report.

Meetings of Board of Directors

During the year under review, the Board of Directors met 5 times to transact the business of the Company, the details of which are given in Corporate Governance Report.

Independent Directors Meeting

During the year under review a separate meeting of the Independent Directors of the Company was held on February 11, 2015, without the presence of Non Independent Directors and members of Management. The Independent Directors reviewed the performance of Non- Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board. All the Independent Directors of the Company were present in the meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

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

b) they 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 and of the profit or loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

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

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

MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each Director to the median employee's remuneration and other details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE 'B'.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The aforesaid Disclosure is annexed and forms part of this report as ANNEXURE 'C'.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

AUDIT COMMITTEE

Your Company has an Audit Committee in compliance to the provisions of Section 1 77 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The complete details with respect to Audit Committee as required to be given under the Companies Act, 2013 and Clause 49 of the Listing agreement is given in the 'Corporate Governance Report'.

WHISTLE BLOWER /VIGIL MECHANISM

The Company has established a Whistle Blower Pol icy/Vigi l Mechanism through which its Directors, Employees and Stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance to the provisions of Section 1 78 of the Companies Act, 2013 and Clause 49 of the Listing agreement. The complete details with respect to Nomination and Remuneration Committee as required to be given under the Companies Act, 2013 and Clause 49 of the Listing agreement is given in the 'Corporate Governance Report'.

The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, which shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The detailed policy formulated by Nomination and Remuneration Committee is annexed and forms part of this report as ANNEXURE 'D'.

STATUTORY AUDITORS

M/s. M. Kamal Mahajan and Co., the Statutory Auditors' of the Company, appointed by shareholders pursuant to Section 129 of the Companies Act, 2013, in 29th Annual General Meeting to hold office till conclusion of 31st Annual General Meeting have confirmed their eligibility under Section 141 (3) of the Companies Act, 2013 and are willing to continue as the Auditors of the Company, subject to ratification of their appointment by the shareholders in the ensuing Annual General Meeting of the Company.

EXPLANATION TO AUDITORS REPORT

The Auditors vide Para (ix) of the annexure to the audit report have commented on delay in payment of dues to the lenders. The delay in payment was for a period less than 90 days and the Company reiterates its commitment to service its debt obligations as per the agreed terms.

Further, the Auditors in the independent audit report on consolidated financial statements have drawn attention to the Note No. 12(b) to the financial statements regarding legal case in respect of trademark "Burnol". The Company reiterated its comments mentioned therein.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. PD and Associates, Company Secretaries were appointed by Board of Directors of the Company as Secretarial Auditors of the Company for the financial year 2014-15.

The Secretarial Audit Report given by Secretarial Auditors' is annexed and forms part of this report as ANNEXURE 'E'.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The Secretarial Auditor has observed that the Company has not appointed a Woman Director pursuant to the provisions of Companies Act, 2013 and not redeemed the preference shares due for redemption. The reasons for non-appointment of Woman Director has been duly explained under the head Directors' & Key Managerial Personnel in this report, while the reason for not redeeming the preference shares have been suitably explained in Note No. 2(C) to the Financial Statements for the year ended March 31,2015.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Accounting Records maintained by the Company in respect of its Bulk Drugs and Formulations activity are required to be audited by Cost Auditors. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the Company for the financial year ended March 31, 2016, at a remuneration of Rs. 3 Lacs, subject to the ratification of their remuneration by the shareholders in the in the ensuing Annual General Meeting.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company's internal financial control procedures ensure that Company's financial statements are reliable and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Audit Team reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Team engaged in internal audit carries out extensive audits throughout the year across all functional areas, and submits its reports from time to time to the Audit Committee of the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 lays down the criteria for the constitution of Corporate Social Responsibility (CSR) Committee by a Company and other compliances applicable under the said provisions. As the Company does not fulfill any of the criteria mentioned therein the provisions of Corporate Social Responsibility (CSR) are presently not applicable on the Company and hence the Company was not required to comply with the same.

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

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, while dealing with issues related to sexual harassment at the work place. All women employees whether permanent, temporary, contractual and trainees are covered under this policy. The Company has not received any complaints during the year.

LEGAL & CORPORATE MATTERS

During the financial year ending March 31, 2010, the Company had allotted 9,24,90,413 equity shares to the fixed deposit holders towards settlement of their dues under the Scheme of Arrangement or Compromise under Section 391 of the Companies Act, 1956, approved by the Hon'ble Shimla High Court vide its order dated August 4, 2009. The Central Government appealed against the said order which was allowed by the Division Bench and the matter was remanded back to provide a hearing to Central Government. The matter is pending before the Single Judge for final adjudication.

During the year, the Company had withdrawn a Writ Petition filed before the Hon'ble High Court, Delhi for a decision in respect of listing of equity shares, allotted on preferential basis by the Company to Banks & Financial Institutions, Promoters and Foreign Investors in terms of Debt Restructuring Scheme approved by the CDR Cell in June, 2006. The Company has been constantly taking up the matter with the Stock Exchanges and SEBI. The Stock Exchanges have now allowed listing of shares, preferentially issued to promoters in the year 2005 and the Company is hopeful that it will get listing approval in respect of shares which have been issued to banks & financial institutions, foreign investor and balance unlisted shares of the promoters.

The cases filed against the Company on the basis of investigation carried under Section 235 of the Companies Act, 1956 and the consequential cases filed by the Registrar of Companies against the Company and its Directors are being defended by the Company.

The Company's appeal with the Hon'ble Supreme Court against the appointment of special directors on the board of the Company under Section 408 of Companies Act, 1956 is pending for final disposal.

EXTRACT OF ANNUAL RETURN

The detailed extract of Annual Report in Form MGT-9 as required under Section 134 (3) (a) of the Companies Act, 2013 is annexed and forms part of this report as ANNEXURE 'F'.

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE 'G'.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions, including certain arm's length transactions, during the year under review hence, the disclosure in Form AOC 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under the Companies Act, 2013 and Clause 49 of the Listing agreement is given in the 'Corporate Governance Report'.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations and performance of the Company is set out in the Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement which forms part of this Annual Report as ANNEXURE 'H'.

HUMAN RESOURCES

A detailed review of Human Resources of the Company is set out in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms part of this report and i s annexed as ANNEXURE ' I'.

ACKNOWLEDGEMENTS

Your Directors also take this opportunity to place on record their sincere appreciation to the Customers, Suppliers, Collaborators, Company's GMP consultants, Directors, Auditors, Bankers, Financial Institutions, Medical & Legal Professionals, Drug Control Authorities, Government Agencies, Business Associates, Employees and Shareholders for their unstinted support and confidence reposed in the Company and its Management.

Your Directors look forward to your continued support in our efforts to grow together and enhance health through quality products.

For and on behalf of Board of Directors

Sushil Suri

Place: New Delhi (Chairman & Managing Director) Date: August 7, 2015 DIN: 00012028

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Particulars 2013-14 2012-13

Total Revenue 33,676 30,597

Operating Surplus 4,660 3,160

Finance cost 989 1,161

Cash Surplus 3,671 1,999

Non-Cash Items:

Depreciation & Amortisation 4,577 4,574

Profit/(Loss) before Extra-ordinary (906) (2,575) items and Tax

Extra ordinary items - Income (Net) 290 308

Profit/(Loss) Before Tax (616) (2,267)

Tax - -

Profit/(Loss) After Tax (616) (2,267)

MANAGEMENT OVERVIEW

Your company has recorded revenues of Rs. 33,676 Lacs during the current financial year against last year revenues of Rs. 30,597 Lacs, recording a growth of 10% over the previous year revenues. Operating revenue for the current year at Rs. 33,597 Lacs has posted a growth of 10.8% over the last year. Sales revenues of the company are steadily improving over the past few years.

Better planning, improved productivity and the effective cost control have helped the company to substantially improve its operating margins in the current year.

Growth in Active Pharmaceutical Ingredients (API) business has been moderate, though export price realisation was better on account of weak Indian Rupee against US Dollar. Home Diagnostics and branded formulation business has shown significant improvement in their sales revenues recording a growth of 21% and 27% respectively.

Current year''s operating surplus of Rs. 4,660 Lacs has translated into a growth of 48% against last year of Rs. 3,160 Lacs. Finance cost at Rs. 989 Lacs has come down by 15% against Rs. 1,161 Lacs incurred in the previous year.

Cash generated during the year stands at Rs. 3,671 Lacs against Rs. 1,999 Lacs generated during the last financial year.

The management is committed towards profitable growth of all its business segments by improving their operating and financial performance. It is committed for the timely servici ng of its financial obligations.

DIVIDEND

For the year under review the Directors do not recommend any dividend due to absence of any distributable surplus.

OPERATIONS

Current year sales revenues of Rs. 32,206 Lacs have registered a growth of around 9% against last year revenues of Rs. 29,578 Lacs. Home Diagnostics business has recorded a growth of 21% in its sales revenues. Active Pharmaceutical Ingredients (API) business and Finished Formulation business have recorded moderate growth of 6% & 5% respectively.

Continued focus on margin improvement, cost control and efficient utilization of resources has helped the company to significantly improve its operating margins over the preceding years. The operating surplus for the current year has improved to Rs. 4,660 Lacs from Rs. 3,160 Lacs in the previous year. Current year operating surplus has recorded 48% growth over the last financial year. After servicing the finance cost of Rs. 989 Lacs, current year net cash surplus is Rs. 3,671 Lacs against Rs. 1,999 Lacs generated in the previous year.

API export business registered a growth of around 11% whereas domestic API business recorded a dip of 6% over the last year. Atorvastatin and Fexofenadine business recorded handsome growth. Current year Loratadine revenues have not shown many variations against previous year revenues.

During the Current year ''Home Diagnostics'' business has recorded revenue of Rs. 4,431 Lacs against Rs. 3,652 Lacs recorded in previous financial year. The handsome growth in revenues was made possible by expanding consumer base by tying up with online portals for sales and marketing of company''s products.

Finished Formulation business has recorded sales revenues of Rs. 7,506 Lacs against Rs. 7,147 Lacs recorded in the previous year.

FINANCES

The company continues to service its debt obligations as per the terms approved by its lender banks and financial institutions. The company has been managing its day to day operations without any institutional working support. It is surviving on the surplus generated out of its operations. Further on account of accumulated losses including losses for the current year the provisions of Companies Act, 2013, place restrictions on redemption of Preference Shares. In view of above, the company has not been able to redeem optionally convertible preference shares which have fallen due for redemption and/or conversion on 4th May, 2014.

REPORT ON BUSINESS PERFORMANCE A. ACTIVE PHARMACEUTICAL INGREDIENTS (API)

Over the years API business has significantly contributed towards the overall growth of the company. During last few years expansion of domestic and export markets has fast tracked the revenue growth. During the current year a growth of 6% has been recorded in the annual sales revenues. Current year Revenues are at Rs. 20,288 Lacs against last year revenues of Rs. 19,061 Lacs. Loratadine API and its intermediates have recorded a marginal growth of 1.6% however Atorvastatin and Fexofenadine respectively has recorded a growth of 30% and 42% respectively. Montelukast with current year revenues of Rs. 4,967 Lacs has recorded a dip of around 9%.

There has been volume growth of 11% in ''Loratadine'' US business. Lower price realisation in terms of US Dollars has been compensated by weak rupee and hence squeeze in margins was not material. Loratadine intermediate business has been steady and marginally crossed the previous year sales revenues. The company was able to secure good business in other markets for the Loratadine supply based on its strength of cost effective route of Loratadine production. Further, the company has already been granted Loratadine Certificate of Suitability (CoS).

Desloratadine ''API'' has recorded sales revenue of Rs. 355 Lacs against Rs. 322 Lacs recorded in the last financial year. The company expects steady business in the coming years.

Current year sales revenues of Montelukast have recorded a dip of 9% over the previous year. Competitive prices offered by the Chinese markets have adversely affected the ''Montelukast'' business of the company. Morepen was granted Certificate of Suitability (CoS) for Montelukast during the year under review. It will facilitate the company in capturing the highly profitable regulated European markets.

Atorvastatin with its annual sales revenues of Rs. 2,351 Lacs has registered a growth of 30% over the last year. During the current year Fexofenadine'' have posted a healthy growth of 42% in its annual sales revenues. The company has also been granted Certificate of Suitability (CoS) for Crystalline Atorvastatin Calcium Tri hydrate.

During the current year, new products like Sitagliptin Phosphate, Rosuvastatin Calcium, Olmesartan Medoxomil and Aliskiren have been developed in the R&D laboratory. Their scale up as well as commercialization has been completed and these products are now commercially produced in plant to fulfill the customer''s requirement. This product basket has recorded sales revenue of Rs. 733 Lacs against Rs. 154 Lacs recorded in the last financial year.

The company continues to work towards enhancement and strengthening of its Intellectual Property. The company has filed four new patent applications during the year.

B. HOME DIAGNOSTICS

There has been healthy growth in current year sales revenues. Revenues for the current year are at Rs. 4,431 Lacs against Rs. 3,562 Lacs in the previous year. The company has tied up with online portals for expansion of its product reach with the end customers. The Company was able to reach households directly, however there was margin erosion. The company was not fully able to pass on the benefit of weak rupee to its customers. As most of the products are imported by the company weak rupee adversely affected the Home Diagnostics business of the company.

C. FINISHED FORMULATIONS

Current year annual revenue has registered a modest growth of 5% over the last financial year. Revenue for the current year is at Rs. 7,506 Lacs, against Rs. 7,147 Lacs recorded in the previous financial year. Branded formulation as a part of finished formulations registered a growth of 27% whereas contract manufacturing and brand sharing business reported a minor slide. The company has got the breakthrough for export business in semi and non-regulated countries which will give it a handsome growth and business in coming years. Further, the focus on institutional business has also improved and will give better results in coming years. The business performance is expected to improve significantly in the years ahead.

SUBSIDIARIES

PERFORMANCE OF SUBSIDIARIES:

The working of all its subsidiaries for the year under review and the performance of each of its subsidiaries is given here-in-below:

Dr. Morepen Limited

Over The Counter (OTC) business of the company carried out through its wholly owned subsidiary, Dr. Morepen Limited (DML) is showing healthy growth. During the current year OTC business has recorded a jump of 29% in its annual revenues. Sales revenue for the current year stood at Rs. 3,356 Lacs against last year revenues of Rs. 2,601 Lacs.

Net Profit for the current year is at Rs. 304 Lacs against Rs. 232 Lacs recorded during last financial year. There has been healthy growth in Net profits levels during the last few years.

The brand sharing business of the company has attained respectable volumes during the current year. It recorded revenue of Rs. 1,045 Lacs during the year against Rs. 361 Lacs in the last year.

The company has ambitious plan of increasing its sales revenues by capturing consumers'' attention. It continues its focus on marketing and media activities. However, limited cash flows provide little room for large scale marketing and other activities. We expect steady improvement in the business and financial performance which would allow a greater room for major actions on marketing and product expansions.

Total Care Limited

There was no business activity during the year. Other income of Rs. 10 Lacs was recorded during the year.

Morepen Inc.

This company is our marketing and distribution interface in USA for various OTC & other products. The Current year revenue was at Rs. 69 Lacs ($116,090) as against Rs. 69 Lacs ($120,022) in the previous year. Current year profit after tax is at Rs. 24 Lacs, against loss of Rs. 5 Lacs in the last year.

Morepen Max Inc.

This company has been in a dormant state for last few years. Board of Directors consider it expedient to divest the investment in the company at an appropriate time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis of Corporate Governance pursuant to Clause 49 of the Listing Agreement is enclosed and forms part of the Annual Report as per Annexure ''A''.

LEGAL & CORPORATE MATTERS

During the financial year ending 31st March, 2010, the company had allotted 9,24,90,413 equity shares to the fixed deposit holders towards settlement of their dues under the Scheme of Arrangement or Compromise U/s 391 of the Companies Act, 1956, approved by the Hon''ble Shimla High Court vide its order dated 4th August, 2009. The Central Government appealed against the said order which was allowed by the Division Bench and the matter was remanded back to provide a hearing to Central Government. The matter is pending before a Single Judge for final adjudication.

The company has also filed a Writ Petition before the Hon''ble High Court, Delhi for a decision on listing of equity shares allotted on preferential basis by the company to Banks & Financial Institutions, Promoters and Foreign Investors in the wake of Debt Restructuring Scheme approved by the CDR Cell in June, 2006. The matter is sub-judice.

The cases filed against the company on the basis of investigation carried U/s 235 of the Companies Act, 1956 and the consequential cases filed by the Registrar of Companies against the company and its Directors are being defended by the company.

The company''s appeal with the Hon''ble Supreme Court against the appointment of special directors on the board of the company u/s 408 of Companies Act, 1956 is pending for final disposal.

ENVIRONMENT

The company as a responsible corporate citizen is committed for safeguarding the environment. It is taking all necessary and mandated precautions for the proper upkeep of natural resources. Good manufacturing practices are adhered to consistently in carrying out day to day operations. It also takes proper care of treatment of effluents and its disposal. Air and water pollution have been contained within permissible limits by adopting latest techniques. Timely up-gradation of all equipment''s i.e. production equipment''s, Effluent Treatment Plant and other related equipment''s are being done. The company is regularly investing in new equipment''s and methods of production to lessen the power and fuel consumption and thereby regulate emission of particles and gases as per laid down norms.

HUMAN RESOURCES

Your Company had always endeavored to attract good and talented people. Many of employees have long term association with the company.

The Company has a long tradition of providing rightful and equal opportunity to all its employees. It has strong belief in the spirit of fairness and transparency at all levels of employee engagement. The company understands that Human capital of a company differentiates between progressive companies and the rest of the companies. It remains committed to protect and promote the interest of its work force by way of collective efforts of all the team members. The inter-personal relationship amongst workers, staff and officers has always been cordial and healthy.

As on 31st March, 2014, 1342 employees were working for the company across all levels at various locations.

PARTICULARS OF EMPLOYEES

No employee of the Company is in receipt of remuneration in excess of the limits prescribed under the provisions of Section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

DISCLOSURE OF PARTICULARS

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go, as required under 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 is annexed and forms part of this report as Annexure-''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, ("Act"), your Directors confirm that:

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

2. They 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 and of the profit or loss of the company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Manoj Joshi, Mr. Sukhcharan Singh and Mr. B.R. Wadhwa, have given their consent to act as a Director of the Company pursuant to Section 152 of Companies Act, 2013, read with Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and have offered themselves to be appointed as the Independent Directors of the Company. Your directors recommended their appointment as Independent Directors on the Board, in accordance with the provisions of Section 149 of Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, in the ensuing Annual General Meeting.

Mr. Sushil Suri, Chairman & Managing Director of the Company, who is liable to retire by rotation pursuant to the provisions of Section 152 of Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, has given his consent and being eligible has offered himself for re-appointment. Your directors recommended his re-appointment as Chairman & Managing Director of the Company in the ensuing Annual General Meeting.

Dr. A. K. Sinha, Whole-Time Director of the Company, has given his consent and offered himself for appointment as Whole-Time Director of the Company pursuant to Section 196, 197, Schedule V and other applicable provisions of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Your directors recommended his appointment as Whole-Time Director of the Company in the ensuing Annual General Meeting.

Further, as per the provisions of Section 149(1) of the Companies Act, 2013, Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 and revised clause 49 of Listing Agreement it is mandatory to appoint a Woman Director on the Board of the Company. However, as per the terms of the order of the Supreme Court of India, in the case of Morepen Laboratories Limited vs. Union of India, status quo as on 16th July, 2007 has been ordered to be maintained. Therefore, the Board has expressed its inability to comply with the said requirements and has asked the management to seek further legal opinion on the matter. The Company shall comply with the above requirements once the case has been decided by the Hon''ble Supreme Court.

COST AUDIT

The Board of Directors of the Company appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the Company for the year ended March 31, 2014. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2013 was September 30, 2013 and the Cost Audit Reports were filed by the Cost Auditor on September 29, 2013. The due date for filing the Cost Audit Reports for the financial year ended March 31, 2014 is September 30, 2014.

AUDITORS

M/s. M. Kamal Mahajan And Co., Chartered Accountants, retire as Auditors of the Company at conclusion of the ensuing Annual General Meeting and have confirmed their eligibility under Section 141(3) of the Companies Act, 2013 and are willing to continue as Auditors of the Company, if re-appointed.

EXPLANATION TO AUDITORS'' REPORT

The Auditors have vide Para (i) (a) of the annexure to the audit report commented on the quantitative details and situation of items like pipe, meter instruments and other similar items. Your Company is a pharmaceutical company, where, in the manufacturing plants controlled reactions take place in the reactors and the items of Plant and Machinery like pipes runs criss-cross throughout the various sections of the plant, like pilot plants, utility sections and various control valves and meters and instrumentations are mounted on such pipes, samplings, reactors and items of Plant & Machinery. Therefore, on account of nature of the industry, these particular items cannot be attributed to a particular place to the exclusion of others. Further, in your Directors view, this is not a qualification but an observation of a clarificatory nature.

Further, the auditors vide Para (xi) of the annexure to the audit report have commented on delay in payment of dues to the lenders. The Company reiterates its commitment to service its debt obligations as per the agreed terms.

LISTING

Annual listing fees for the year 2014-2015 have been paid to both the Stock Exchanges i.e. BSE and NSE. The Equity shares continue to be listed on BSE and NSE.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is given in a separate section and forms part of the Annual Report.

The statement pursuant to section 212 of the Companies Act, 1956 is annexed as Annexure ''C'' and forms part of this Report.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the valuable inputs and continued support extended by the Employees, Customers, Suppliers, Collaborators, Company''s GMP consultants, Directors, Auditors, Bankers, Financial Institutions, Medical& Legal Professionals, Drug Control Authorities, Government Agencies, Business Associates, and our large Shareholder Family.

For and on behalf of the Board

Sd/- Sushil Suri Chairman & Managing Director New Delhi 9th August, 2014

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Mar 31, 2013

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Particulars 2012-13 2011-12

Total Revenue 30597 27051

Operating Surplus 3160 1865

Finance cost 1161 796

Cash Surplus 1999 1069

Non Cash Items

Depreciation & Amortisation 4574 4689

(Loss) before Extra ordinary items (2575) (3620)

Extra ordinary items - Income (Net) 308 1204

(Loss) Before Tax (2267) (2416)

Tax

(Loss) after Taxation (2267) (2416)







MANAGEMENT OVERVIEW

Current year''s total revenues at Rs. 30597 Lacs have recorded a growth of 13.1% over previous year revenues of Rs. 27051 Lacs. There has been consistent growth in operating revenues year after year, for the current year, the revenues are at Rs. 30335 Lacs against Rs. 26950 Lacs during the last year, a growth of 12.6%. With the sustained and dedicated team efforts, there has been steady improvement in the operations of your company.

Better sales realisation and effective control over the incidental costs have paved the way for substantial improvement in current year operating surplus.

Growth in Active Pharmaceutical Ingredients (API) business and the weakness in Indian Rupee led to significant improvement in the current year operating surplus which during the year has risen to Rs. 3160 Lacs compared to Rs. 1865 Lacs, recorded during the previous year. Current year finance cost has increased by Rs. 365 Lacs on account of higher interest outgo.

Cash generated during the year at Rs.1999 Lacs has recorded a growth of 87%, against Rs.1069 Lacs generated in the last financial year.

The management is committed towards growth in all business segments and better financial performance so as to make it possible to service all its obligations in time.

DIVIDEND

For the year under review the Directors do not recommend any dividend due to absence of any distributable surplus.

OPERATIONS

Current year''s net sales revenues at Rs. 29578 Lacs are up by 13% over last year''s revenues of Rs. 26117 Lacs. The growth in sales revenues is primarily driven by the ''Active Pharmaceutical Ingredients'' (API) and Finished Formulations business segments, which have recorded growth of 13% & 23% respectively in the current year.

Improved margins and efficient utilization of resources have enabled the company to increase its operating surplus from Rs.1865 Lacs to Rs. 3160 Lacs in the current year i.e. a growth of 69%. After servicing the finance cost of Rs. 1161 Lacs, net cash surplus of Rs. 1999 Lacs has been generated during the year, against Rs. 1069 Lacs in the previous year.

API business has recorded a growth of 13% in the current year on the strength of 38% increase in its domestic business. Export segment of API business grew by over 6% in the current year. However Loratadine API & intermediates business has de-grown by 4.5% in the current year.

Current year sales revenues from sales of Montelukast & its intermediates have registered a growth of 60%, whereas growth in Atorvastatin revenues was recorded at 71%.

During the Current year ''Home Diagnostics'' business has recorded revenue of Rs. 3562 Lacs, against Rs. 3451 Lacs of previous financial year. The growth in revenues has been marginal at 3% over the last financial year.

Finished Formulation business at Rs. 7147 Lacs has registered a revenue growth of 23% against previous year revenues of Rs. 5789 Lacs.

FINANCES

The company continues to service its debt obligations as per the terms approved by its lender banks and financial institutions.

REPORT ON BUSINESS PERFORMANCE

A. ACTIVE PHARMACEUTICAL INGREDIENTS (API)

API business has been steadily moving on the path of progress. During the year growth of 13% has been recorded in its annual revenues. Current year Revenues are at Rs. 19061 Lacs against last year revenues of Rs. 16880 Lacs. Loratadine API and its intermediates have secured a business of Rs. 10660 Lacs during the current financial year, which is marginally lower than the business recorded in the last financial year.

The growth in ''Loratadine'' exports to the regulated markets was restricted on account of its lower quantity off take. The company is able to secure good business in Japanese and Chinese markets for the supply of ''Loratadine'' intermediates.

On account of USFDA approval for Desloratadine ''API'' received in the last year, export revenues are steadily rising. During the current year revenue worth Rs. 322 Lacs were recorded, against Rs. 276 Lacs in the last year. The company is expecting higher revenues in the coming years.

Final response for Certificate of Suitability (COS) for Montelukast, anti-asthma drug, was filed during the current year. It would help in capturing the highly profitable regulated European markets. ''Current year sales revenues of Montelukast API & its intermediates have registered a growth of 60% over the previous year. Morepen was granted Montelukast process patent in US during the year under review.

Final response for COS & USDMF for Crystalline Atorvastatin Trihydrate was also filed during the current year. Atorvastatin, a cholesterol lowering drug, with current year annual revenue of Rs. 1811 Lacs, has registered a growth of 71% over previous financial year. Fexofenadine'' sales revenues have posted a growth of 25% during the current year.

During the current year, new products Sitagliptin, Saxagliptin and Olmesartan were taken for development in the R&D laboratory. New products like Rosuvastatin and Aliskiren have contributed more than Rs. 154 L to the top line during the year. In order to enhance and strengthen the Intellectual Property of the company five new patent applications were filed during the year. Further, Morepen was awarded Pharmexcil Patent Award second time in a row.

B. HOME DIAGNOSTICS

Current year sales revenues at Rs. 3562 Lacs are marginally up by 3% as compared to previous year revenues of Rs. 3451 Lacs. There has been a growth of 21% in sales revenue of ''Home Diagnostics'' products, with revenue of Rs. 3274 Lacs during the current year. With an objective to stay focussed on main business of sales of ''Home Diagnostics'', clinical diagnostics'' business, was not promoted during the current year. Weak rupee continues to affect the profitability of the business. Keeping in view the market dynamics and affordability of consumers the company absorbed the input price increase.

C. FINISHED FORMULATIONS

Annual revenue for the current year is at Rs. 7147 Lacs, against Rs. 5789 Lacs recorded in the previous financial year, a growth of more than 23%. We trust that the business performance shall continue to improve in the coming financial years. New customers and new products have been added, which contributed a larger growth in contract manufacturing business during the year.

SUBSIDIARIES

Performance of subsidiaries-

The working of all its subsidiaries for the year under review and the performance of each of its subsidiaries is given here- in-below:

Dr. Morepen Limited

The performance of the company dealing in sales and distribution of Over The Counter (OTC) products is steadily improving. Sales revenue for the current year at Rs. 2601 Lacs has recorded a growth of 12% over last year revenues of Rs. 2321 Lacs.

Net profits have improved significantly during the year. Net Profit of Rs. 232 Lacs was recorded during the year as against Rs. 33 Lacs recorded during last year.

Improved revenue realisation has led to generation of a Cash Surplus of Rs. 238 Lacs, against Rs. 147 Lacs in the previous year, a growth of 62%.

The company would continue its focus on marketing and media activities to expand the markets for its entire product range. We expect steady improvement in the business and financial performance in the coming years.

Total Care Limited

Due to change in business dynamics there was not much business activity during the year under review. Sales revenue was Rs. 14 Lacs, against Rs. 106 Lacs in the previous financial year.

Morepen Inc.

This company is our marketing and distribution interface in USA for various OTC & other products. The Current year revenue was at Rs. 65 Lacs ($120,022) as against Rs. 86 Lacs ($168,744) in the previous year. Loss during the year is pegged at Rs. 5 Lacs, against profit after tax of Rs. 28 Lacs in the last year.

Morepen Max Inc.

This company is in a dormant state, without any further investment and activity during past few years. Board of Directors considers it expedient to divest the investment in the company at an appropriate time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis of Corporate Governance pursuant to Clause 49 of the Listing Agreement is enclosed and forms part of the Annual Report as per Annexure ''A''.

LEGAL & CORPORATE MATTERS

During the financial year ending 31st March, 2010, the company had allotted 9,24,90,413 equity shares to the fixed deposit holders towards settlement of their dues under the Scheme of Arrangement or Compromise U/s 391 of the Companies Act, 1956 , approved by the Hon''ble Shimla High Court vide its order dated 4th August, 2009. The Central Government appealed against the said order which was allowed by the Division Bench and the matter was remanded back to give a hearing to Central Government. The matter is pending before a Single Judge for final adjudication.

The company has also filed a Writ Petition before the Hon''ble High Court, Delhi for a decision on listing of equity shares allotted on preferential basis by the company to Banks & Financial Institutions, Promoters and Foreign Investors in the wake of Debt Restructuring Scheme approved by the CDR Cell in June 2006. The matter is sub-judice.

The cases filed against the company on the basis of investigation carried U/s 235 of the Companies Act, 1956 and the cases filed by the Registrar of Companies against the company and its Directors are being defended by the company.

The company''s appeal with the Hon''ble Supreme Court against the appointment of special directors on the board of the company u/s Section 408 of Companies Act, 1956 is pending for final disposal.

ENVIRONMENT

The company remains committed to safeguarding the environment in its day to day operations. It strives to adopt good manufacturing practices and also takes proper care of treatment of effluent and its disposal. Air and water pollution have been contained within permissible limits by adopting latest techniques. Continuous up-gradation of all equipments i.e. production equipments, Effluent Treatment Plant and other related equipments is being done regularly. Also with the help of various manpower training programs, the company aids and assists environment protection in terms of lower fuel consumption and lesser emission of particles and gases.

HUMAN RESOURCES

Your Company continues to attract right and talented people. Most of employees have long term association with the company.

The Company remains committed to provide rightful and equal opportunity to all its employees in the spirit of fairness and transparency. The company believes that its Human capital plays an important role in its development and remains committed to protect and promote its interest by way of collective efforts of all the team members. The inter-personal relationship amongst workers, staff and officers has always been cordial and healthy.

As on 31st March 2013, 1333 employees were working for the company across all levels at various locations.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration in excess of the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

DISCLOSURE OF PARTICULARS

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go, as required under 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 is annexed and forms part of this report as Annexure-''B''.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, ("Act"), your Directors confirm that:

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

2. They 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 and of the profit or loss of the company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Company''s Articles of Association, Mr. Sukhcharan Singh, Director of the company retires by rotation and offers himself for re-appointment. Your Directors recommend his reappointment as Director on the Board in the ensuing Annual General Meeting.

COST AUDIT

The Board of Directors of the Company appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of the Company for the year ended March 31, 2013. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2012 was February 28, 2013 and the Cost Audit Reports were filed by the Cost Auditor on February 25, 2013. The due date for filing the Cost Audit Reports for the financial year ended March 31, 2013 is September 30, 2013.

AUDITORS

M/s. M. Kamal Mahajan And Co., Chartered Accountants, retire as Auditors of the Company at conclusion of the ensuing Annual General Meeting and have confirmed their eligibility under Section 224(1B) of the Companies Act, 1956 and are willing to continue as Auditors of the Company, if re-appointed.

EXPLANATION TO AUDITORS'' REPORT

The Auditors have vide Para (i) (a) of the annexure to the audit report commented on the quantitative details and situation of items like pipe, meter instruments and other similar items. Your Company is a pharmaceutical company, where, in the manufacturing plants controlled reactions take place in the reactors and the items of Plant and Machinery like pipes runs criss-cross throughout the various sections of the plant, like pilot plants, utility sections and various control valves and meters and instrumentations are mounted on such pipes, samplings, reactors and items of Plant & Machinery. Therefore, on account of nature of the industry, these particular items cannot be attributed to a particular place to the exclusion of others. Further in your Directors view, this is not a qualification but an observation of a clarificatory nature.

Further the auditors vide Paras (iii) (b) & (xi) of the annexure to the audit report have commented on delay in payment of dues to the lenders. The Company reiterates its commitment to service its debt obligations as per the agreed terms.

LISTING

During the year 90,00,000 Equity Shares were admitted for trading on Bombay Stock Exchanges Limited (BSE), Mumbai & National Stock Exchange of India Limited (NSE), Mumbai. Annual listing fees for the year 2013-2014 have been paid to both the Stock Exchanges i.e. BSE & NSE. The Equity shares continue to be listed on BSE and NSE.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is given in a separate section and forms part of the Annual Report.

The statement pursuant to section 212 of the Companies Act, 1956 is annexed as Annexure ''C'' and forms part of this Report.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the valuable inputs and continued support extended by the Employees, Customers, Suppliers, Collaborators, Company''s GMP consultants, Directors, Auditors, Bankers, Financial Institutions, Medical Professionals, Drug Control Authorities, Government Agencies, Business Associates, and our large Shareholder Family.

For and on behalf of the Board

Sushil Suri Chairman & Managing Director

New Delhi 13th May, 2013

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Mar 31, 2012

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

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2011-12 2010-11

Total Revenue 27051 21735

Operating Surplus 1865 828

Finance cost 796 623

Cash Surplus 1069 205

Non Cash Items

Depreciation & Amortisation 4689 4578

(Loss) before Extra ordinary items (3620) (4373)

Extra ordinary items - Income (Net) 1204 -

(Loss) Before Tax (2416) (4373)

Tax - (75)

(Loss) after Taxation (2416) (4298)

MANAGEMENT OVERVIEW

Your company has recorded a healthy growth of 25%, in its annual operating revenues for the current year. Operating revenues for the current year have been recorded at Rs. 26950 Lacs against Rs. 21631 Lacs achieved in the previous financial year. The management team and entire work force of your company is working hard to improve upon its business and financial performance across all business segments.

The management's continuous emphasis on cost control and the economies of scale of increased business volumes have led to generation of higher operating surplus in the current financial year as compared to surplus generated in the previous year.

Increased Active Pharmaceutical Ingredients (API) business and better export realization due to weakening rupee has led to improved operating margins for the current year. Operational surplus during the year has risen to Rs. 1865 Lacs from Rs. 828 Lacs, recorded in the last year, on the strength of growth in revenues, better price realization and the cost effective controls. During the current year finance cost has increased by Rs. 173 Lacs on account of higher interest outgo on restructured debt. However during the year, there has been increased net cash generation of Rs. 1069 Lacs against Rs. 205 Lacs generated in the previous year.

Efforts continue towards improving performance across all the business segments so that with profitable growth and increased cash flows, the company is able to timely service all its financial obligations.

DIVIDEND

For the year under review the Directors do not recommend any dividend due to absence of any distributable surplus. OPERATIONS

In the current year, sales revenues at Rs. 26489 Lacs are up by 24% over previous year sales revenues of Rs. 21410 Lacs. The main driver of this impressive growth in sales revenues is the 'Active Pharmaceutical Ingredients' (API) business, which recorded growth of 38% in the current year.

The increased operating surplus of Rs.1037 Lacs is attributable to profitable growth in API business and continuous cost control measures exercised across all business segments. However increase in finance cost by Rs. 173 Lacs, on account of increased interest rate on restructured debt, has restricted the growth in cash surplus to Rs. 864 Lacs.

Annual growth of 38% in API business was achieved due to 41% growth in export business and 18% growth in domestic business. Loratadine API & intermediates business has grew to Rs. 11161 Lacs as against Rs. 7708 Lacs in last financial year, thus recording a growth of 45%.

Montelukast, anti-asthmatic drug, with sales revenues of Rs. 3420 Lacs, registered an increase of 52% over the previous year business of Rs. 2255 Lacs. Atorvastatin sales revenues have gone up to Rs. 1059 Lacs, from previous year's sale revenues of Rs. 634 Lacs. Weak rupee has positively affected the API business.

Formulation business, due to on going reorganization in distribution network and product rationalization, has recorded lower annual revenues of Rs. 1796 Lacs, against Rs. 1851 Lacs in the previous financial year.

Home Health & Diagnostics Equipment (Medipath) business, with current year revenue of Rs. 3512 Lacs, has recorded a growth of 13% over the previous year. Home Health segment has recorded a growth of 11%, whereas Clinical Diagnostics segment has shown a growth of 9%.

Pharmaceutical Contract Manufacturing (PCM) business at Rs. 3993 Lacs has registered a growth of 9% over the previous financial year.

FINANCES

The company continues to service its debt obligations and settle its debt in terms of approved CDR (Corporate Debt Restructuring) scheme and also as in terms of individual settlement with banks and financial institutions.

REPORT ON BUSINESS PERFORMANCE A. ACTIVE PHARMACEUTICAL INGREDIENTS (API)

API business has recorded a handsome growth in its top line for the current financial year, vis-a-vis last financial year. Current year sales revenues at Rs. 17785 Lacs are up by 38% over last year's revenue of Rs. 12893 Lacs. Loratadine API and intermediates business at Rs. 11161 Lacs has recorded a growth of 45% over the last year. Current year 'Loratadine' API sales at Rs. 9411 Lacs, is up by 43% over the last year, whereas its intermediate business has grown by 24%.

'Loratadine', anti-allergic drug, exports to the regulated markets, has registered a handsome growth of 33% over the last financial year. The company's increased business with Japanese and Chinese market for supply of 'Loratadine' intermediates has helped the company to grow at 24% in intermediate business of 'Loratadine'.

USFDA approval for Desloratadine 'API' was received during the year. Out of current year revenue of Rs. 276 Lacs, US markets generated revenue worth Rs.102 Lacs. The company is eyeing increased penetration in highly regulated US API markets which is expected to lead to profitable growth in the coming years.

Certificate of Suitability (COS) for Montelukast, anti-asthma drug, was filed during the current year to capture the highly profitable regulated European market. 'Montelukast', with annual growth of 52% has recorded sales revenue of Rs. 3420 Lacs, in the current financial year. Morepen was granted Montelukast process patent in Europe as well as Canada during the year under review.

COS & USDMF for Crystalline Atorvastatin Trihydrate was also filed during the current year to enter the highly profitable regulated markets. Atorvastatin, cholesterol lowering drug, with current year annual revenue of Rs. 1059 Lacs, has shown a growth of 67% over previous financial year. Morepen was awarded Pharmexcil Patent Award for the patent of Amorphous Atorvastatin already granted in US and Canada.

'Fexofenadine' business worth Rs. 721 Lacs was achieved during the current financial year against Rs. 249 Lacs in the previous year.

During the year, new products like Carvedilol, Linezolid, Rosuvastatin and Aliskerin have added more than Rs. 101 L during the year.

Besides this, two patent applications for new polymorphic form of 'Rosuvastatin' and Process patent on 'Fexofenadine' were filed to enhance and strengthen the Intellectual properties of the company.

B. MEDIPATH (Home Health & Diagnostics Equipments)

Sales revenue for the current year at Rs. 3451 Lacs are up by 11% over the previous year. 'Home Health' products with annual revenues of Rs. 2695 Lacs, have registered a growth of 11%. Sale of weighing scales doubled on receipt of big corporate order, whereas glucometer revenues rose by 26% over the last year. 'Clinical Diagnostics' business with annual sales of Rs. 578 Lacs has grown by 9% over the last year. 'Blood Banking' business with annual sales of Rs. 178 Lacs is up by 13%. During the year, Aids & Hepatitis product business has witnessed a growth of 38%. Weak rupee adversely affected the current year margins as the company was not able to pass on the additional cost to consumer due to market competition.

C. BRANDED PRESCRIPTION DRUGS

Current year sales revenues for the domestic formulation business, at Rs. 1790 Lacs, are marginally down against previous year's revenues of Rs. 1851 Lacs, as the company was engaged in reorganizing its market territories, product mix and scaling down the injectable business. Gastrointestinal formulations have shown a growth of 12% whereas Antibiotics business is down by 5%. Share of Gastrointestinal formulations in overall formulations sales has gone up to 36% from 31% in the last year, whereas share of Antibiotics has remained static at 48% of last year.

D. PHARMACEUTICAL CONTRACT MANUFACTURING (PCM)

Co- branding business of Rs. 2436 Lacs has recorded a growth of 15% over the last year, whereas third party formulation manufacturing business is up by 5% over the last year. New customers and new products were added during the year.

Revival of old customer base having confidence in quality of 'Morepen' products has resulted in the increased capacity utilization and business growth.

SUBSIDIARIES Performance of subsidiaries-

The working of all its subsidiaries for the year under review and the performance of each of its subsidiaries is given here- in-below:

Dr. Morepen Limited

Current year sale revenue of Rs. 2321 Lacs has registered a growth of 50% against last year's revenues of Rs. 1543 Lacs.

The company's efforts in re-jigging the distribution channels have borne fruit and paved the way for deeper penetration of targeted markets for its varied range of its 'OTC' products.

Fresh demand was created by extensive field coverage and product promotion on TV channels. Improved distribution and trade practices helped the company in lowering its investment in working capital and significantly lower return of goods.

Higher current year sales revenues have enabled the company to generate a cash surplus of Rs. 147 Lacs against cash deficit of Rs. 184 Lacs in the previous financial year. This is despite the fact, that the company has made additional marketing spends of Rs. 104 Lacs during the current financial year.

The company is continuously expanding its marketing and media activities, with a view to enhance product visibility and product placement. The financial performance of the company is expected to improve significantly in the coming years.

Total Care Limited

Current year sales revenue of Rs. 106 Lacs, have significantly improved over last year revenues of Rs. 50 Lacs. The company is primarily selling goods to its holding company. Current year loss at Rs. 7 Lacs is nearly the same as last year.

Morepen Inc.

This company is our marketing and distribution interface in USA for various OTC & other products. The Current year revenue was at Rs. 86 Lacs ($1.69 Lacs) as against Rs. 74 Lacs ($1.64 Lacs) in the previous year, where as profit after tax is Rs. 28 Lacs.

Morepen Max Inc.

This company is in a dormant state, without any further investment and activity over the previous few years. Board of Directors considers it expedient to dispose off the investment in the company at an appropriate time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis of Corporate Governance pursuant to Clause 49 of the Listing Agreement is provided and forms part of the Annual Report as per Annexure 'A'.

LEGAL MATTERS

During the financial year ending March 31st, 2010, the Company had allotted, 9,24,90,413 Equity Shares to the fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon'ble High Court at Shimla vide order dated 4th August, 2009. The central government preferred an appeal against the said order which was allowed. The Hon'ble Divisional Bench remanded the matter back to the Single Judge. The matter is pending final adjudication.

The cases filed against the company, on the basis of investigation carried u/s 235 of the Companies Act, 1956 and by the Registrar of Companies are being defended by the company and its directors.

LISTING OF SHARES OF THE COMPANY

In July 2006, debt restructuring scheme of the company was approved by Corporate Debt Restructuring (CDR) Cell. In pursuance of the approved CDR scheme 20,62,95,790 Equity Shares were allotted to the banks & financial institutions, promoters and the foreign investor on a preferential basis. The company has complied with the necessary requirements in respect of listing of these shares by the Stock Exchanges. However these shares are yet to be listed. The company has now filed a writ petition before Hon'ble High Court at Delhi, to facilitate an early decision in respect of the above matter. The matter is now sub-judice.

ENVIRONMENT

The company has always focused on environment protection in its day to day operations by adopting various good practices which take care of effluent treatment and proper disposal. Air and water pollution have been contained within permissible limits by adopting latest techniques. By way of constant up-gradation in the efficiency of Effluent Treatment Plant, other related equipments and the training program, we have consistently maintained the track record of proper upkeep and maintenance.

HUMAN RESOURCES

Your Company is doing its best to attract right and talented people. The company is improving its track record of retaining the valued Human Resources. People at most of the levels have maintained long term association with the company paving the way for improved decision making and operational efficiency.

The Company is committed to provide rightful and fair opportunity to people at all levels and encourage the spirit of openness and transparency. The company believes that its Human Resource is an asset for the company and a participative work environment driven by sense of team work and collective ownership will ensure the growth and success of the company. The inter-personal relationship amongst workers, staff and officers continues to be extremely cordial.

As on 31st March 2012, 1379 employees were working for the company across all levels and at various locations.

DISCLOSURE OF PARTICULARS

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go, as required under 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 is annexed and forms part of this report as Annexure-'B'.

DIRECTORS' RESPONSIBILITY STATEMENT

Your directors certify:

1. That the applicable accounting standards have been followed along with proper explanation relating to material departures in the preparation of annual financial statements.

2. That they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Company's Articles of Association, Mr. Manoj Joshi and Mr. Bhupinder Raj Wadhwa, Directors of the company retire by rotation and offer themselves for re-appointment. Your Directors recommend their reappointment as Directors on the Board in the ensuing Annual General Meeting.

AUDITORS

M/s. M. Kamal Mahajan And Co., Chartered Accountants, retire as Auditors of the Company at conclusion of the ensuing Annual General Meeting and have confirmed their eligibility under Section 224(1B) of the Companies Act, 1956 and willingness to continue as Auditors of the Company, if re-appointed.

EXPLANATION TO AUDITORS' REPORT

The Auditors have vide Para (i) (a) of the annexure to the audit report commented on the quantitative details and situation of items like pipe, meter instruments and other similar items. Your Company is a pharmaceutical company, where, in the manufacturing plants controlled reactions take place in the reactors and the items of Plant and Machinery like pipes runs criss-cross throughout the various sections of the plant, like pilot plants, utility sections and various control valves and meters and instrumentations are mounted on such pipes, samplings, reactors and items of Plant & Machinery. Therefore, by the very nature of the industry, these particular items cannot be attributed to a particular place to the exclusion of other place. Further in your Directors view, this is not a qualification but clarification only.

Further the auditors have vide Para (xi) of the annexure to the audit report commented on certain defaults made in repayment of dues to debenture holders. The Company reiterates its commitment to settle these lenders and has taken steps to settle with them as per the CDR terms.

LISTING

The Company has paid the annual listing fee for the year 2011-2012 to The Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange Limited, Mumbai (NSE).The Equity shares continue to be listed on BSE and NSE.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is given in a separate section and forms part of the Annual Report.

The statement pursuant to section 212 of the Companies Act, 1956 is annexed as Annexure 'C' and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors appreciate the valuable co-operation and continued support extended by the Employees, Customers, Suppliers, Collaborators, Company's GMP consultants, Auditors, Bankers, Financial Institutions, Medical Professionals, Drug Control Authorities, Government Agencies, Business Associates, and our large Shareholder Family.

For and on behalf of the Board

Sushil Suri

Chairman & Managing Director

New Delhi

14th May, 2012

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Mar 31, 2011

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2010-11 2009-10

Sales and Other Income 21510 19616

Operating Surplus 940 1360

Interest 604 357

Cash Surplus 336 1003

Non Cash Items

Depreciation & Amortization 4571 4563

Loss before Extra ordinary Items (4234) (3560)

Extra ordinary items (Net) - 3386

Loss Before Tax (4234) (174)

Loss after Taxation (4234) (174)



MANAGEMENT OVERVIEW

The current year revenues at Rs. 21510 lacs are up by 10% over the last year. The company is steadily improving upon its sales performance year after year. During the year the company's Sales and operating income has gone up to Rs. 21100 Lacs against Rs. 19583 Lacs in the previous year. The cost reduction and process improvement efforts are on to improve upon the bottom line. Increased product manufacturing cost vis-à-vis sales price realization both for domestic and export markets and change in product mix have affected the bottom-line of the company. Current year operational surplus has come down to RS. 940 Lacs from Rs. 1360 Lacs in the last year, on account of the margins squeeze. Apart from reduced operating surplus increased interest burden by Rs. 247 Lacs in the current year, has also contributed to reduced cash surplus available with company to Rs. 336 Lacs from Rs. 1003 Lacs in the last year.

The management is focusing on the continuous improvement in business dynamics so as to have a positive impact both on top line and bottom line. It is putting in its best of the efforts to help the company to move forward on the profitable growth path.

DIVIDEND

For the year under review the Directors do not recommend any dividend due to absence of any distributable surplus.

OPERATIONS

During the year the company has recorded a growth of 10% in its annual sales revenues as compared to previous year. It could be made possible by adopting focused approach for growth of business, across all segments. The operating surplus during the year was at Rs. 336 Lacs against Rs. 1360 Lacs in the last year on account of tight operating margins and higher interest pay outs.

API business recorded a growth of 7% in its annual sales revenues on the support of increased API business with domestic and un-regulated markets. Loratadine grew up by 18% over the previous year due to growth of its intermediates business and supplies to un-regulated markets. Atorvastatin with annual sales revenue at Rs. 620 Lacs grew up by more than two times over the last year sales revenue. Current year Montelukast business was at Rs. 2252 Lacs against Rs. 2451 Lacs in the previous year on account of stronger rupee, the export realizations were also adversely affected.

Formulation business was able to maintain sales revenues at previous year's level. The company reorganized its distribution channels and product mix was also revamped.

Medipath business at Rs. 3113 Lacs, has recorded a growth of 31% over the last year on account of better market penetration and focus on corporate customers. Home Health and clinical Diagnostics business segment of Medipath business grew up by 41% & 12% respectively, whereas Blood Banking business was down by 7%.

Current year revenues of Pharmaceutical Contract Manufacturing (PCM) business at Rs. 3647 Lacs have shown a growth of 7% over the previous year.

FINANCES

The company continues to service its outstanding debt obligations, as per CDR (Corporate Debt Restructuring) scheme and also as per terms of individual settlement with banks and financial institutions. Absence of institutional working capital support led to slower business growth during the year apart from squeezing the operating margins of the company.

REPORT ON BUSINESS PERFORMANCE

A. ACTIVE PHARMACEUTICAL INGREDIENT (API)

Current year Loratadine API and intermediates business at Rs. 7696 Lacs recorded a growth of 18% over the last year. 'Loratadine' API sales was at Rs. 6558 Lacs against Rs. 5921 Lacs of the previous year. 'Loratadine' exports to the regulated markets at Rs. 5856 Lacs showed a marginal improvement over last year of Rs. 5798 Lacs. During the year, the company has also started supplying advance intermediate of Loratadine to Japanese market. Free markets and intermediate business at Rs. 2140 Lacs is more than two times from the previous year's levels.

Montelukast sodium, an anti-asthmatic drug, recorded annual revenue of Rs. 2252 Lacs, against Rs. 2437 Lacs of the previous year. During the current year USP as well as IP grade API was produced to meet the requirements of various customers.

Atorvastatin has recorded annual sales revenue of Rs. 620 Lacs as against Rs. 176 Lacs in the last year, an increase by 252%. The company has developed a cost effective process for its key intermediates which has also led to improved quality of Atorvastatin intermediates and API.

The company has produced small quantities of Linezolid (API) & its intermediates and commercial quantities of key intermediate of Carvedilol were also produced for export markets. New products and their intermediates have added more than Rs. 691 Lacs during the year.

The company has developed a non-infringing process for 'Fexofenadine' which have yielded highly pure 'Fexofenadine' API & its key intermediates. Further the company has filed a process patent for the same.

Morepen has successfully developed manufacturing process for highly pure Rosuvastatin Calcium. The product has been commercialized in the plant.

USFDA approval for DesLoratadine API is expected very soon. It will give the company greater penetration in highly regulated US API markets.

B. MEDIPATH

Current year sales revenue of Rs. 3113 Lacs has shown a positive growth of 31% over last year revenues of Rs. 2368. The primary component of marked improvement in top line was the 'Home- Health' segment. 'Home Health' with current year sales of Rs. 2422 Lacs has recorded a growth of 41% on the back of strong sales of Nebulisers, Thermometers, BP monitors, Weighing Scales and other equipments. 'Clinical Diagnostics' business has recorded sales of Rs. 534 Lacs, an increase of 12% over the last year. 'Blood Banking' business with annual sales of Rs. 157 Lacs has shown a de- growth of 8%. Sales of Aids & Hepatitis products continue to be hampered on account of regulatory issues. Tight cash flow situation continues to affect the timely material availability, thereby hampering the business growth. Margins also improved during the year on account of stronger rupee against USD.

With the introduction of new Haemoglobin testing machines from Orsense, Israel, & growth in other product categories like Malaria , Pregnancy testing product, Urine Strips , Accuvein etc. Clinical Diagnostics business has gone up by 12%. It has received a good response from market resulting in its higher revenues.

C. BRANDED PRESCRIPTION DRUGS

The domestic formulation business at Rs. 852 Lacs has remained at the previous year level. Antibiotics has grown up by 11% during the year, 'Gastrointestinal' and pain management has shown a de- growth during the year. Share of Antibiotics has gone up to 48% from 43% in the last year, whereas share of Gastrointestinal has come down to 31% from 33% in the last year.

D. PHARMACEUTICAL CONTRACT MANUFACTURING (PCM)

The company has expanded its activities in the field of third party manufacturing for formulations and API intermediates. The company was able to maintain its client base and has added new customers. The third party formulation manufacturing business has recorded an increase of 7% over the last year.

SUBSIDIARIES

Performance of subsidiaries

The Company has reviewed the working of all its subsidiaries for the year under review and the performance of each of its subsidiaries is given here-in-below:

Dr. Morepen Limited

The company during the current year has recorded sale revenue of Rs. 1543 Lacs against Rs. 2018 Lacs in the last year.

During the current year, the company has re- organized the distribution channels with a view to expand the reach of its 'OTC products through out the country. The expansion of existing markets and coverage of previously un-covered markets with the help of increased sales force has the desired impact in terms of creation of fresh demand. The company re-worked its OTC distribution and marketing model. During the year markets were cleansed and reorganized, saleable stocks were redistributed and revamped. During the year, the company did a major turnaround in its product distribution strategy wherein goods, which in earlier years were being sold on credit, during the current year, were sold against receipt of money in advance. Strong super distributor and trade policies have enabled the company to safe guard its interests and also drive the business forward on the profitable growth path.

The company has reported a cash deficit of Rs. 180.93 Lacs for the current year against deficit of Rs. 192.62 Lacs in the previous year.

The company is expanding marketing and media activities, with a view to enhance product visibility and product

placement. Marketing activities and product development were focused during the year with a view to create fresh demand. The company is hopeful of the better financial performance in the coming years.

Total Care Limited

Your directors hereby report that business of the company has recorded an income of Rs. 49.51 Lacs against Rs. 158.91 Lacs in the last year. The company has been able to bring down the cash losses to Rs. 6.08 Lacs against Rs. 19.01 Lacs in the previous year. The company expects improved cash flow in the next year and is working towards for turnaround of its business.

Morepen Inc.

This company is our marketing and distribution interface in USA for various OTC & other products. The Current year revenue was at Rs. 73.85 Lacs as against Rs. 87.60 Lacs in the previous year.

Morepen Max Inc.

This company is in a dormant state in the absence of any business opportunity and Board of Directors consider it expedient to dispose off the investment in the company at an appropriate time.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis of Corporate Governance pursuant to Clause 49 of the Listing Agreement is provided and forms part of the Annual Report as per Annexure A'.

LEGAL MATTERS

The company had allotted, during the last financial year 9,24,90,413 Equity Shares to the fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon'ble High Court at Shimla vide order dated 04th August, 2009. The central government preferred an appeal against the said order and the Hon'ble Divisional Bench remanded the matter back to the Single Judge while setting aside the previous order. The matter is under adjudication.

The cases filed against the company by Ministry of Corporate Affairs, on the basis of investigation carried out by SFIO u/s 235 of the Companies Act, 1956 are being defended by the company and its directors.

ENVIRONMENT

The company has always focused on environment protection in its day to day operations by adopting various good practices which take care of effluent treatment and proper disposal. Air and water pollution have been contained within permissible limits by adopting latest techniques. By way of constant up-gradation in the efficiency of Effluent Treatment Plant and the training program, we have consistently maintained the track record of best upkeep and maintenance.

HUMAN RESOURCES

Your Company has endeavored to attract right and talented people. The company is improving its track record of retaining the valued Human Resources. People across all levels have maintained long term association with the company paving the way for improved decision making and operational efficiency.

The Company is committed to provide rightful and fair opportunity to people at all levels and encourage the spirit of openness and transparency. The company believes that its Human Resource is an asset for the company and a participative work environment driven by sense of team work and collective ownership will ensure the growth and success of the company. The inter-personal relationship amongst workers, staff and officers continues to be extremely cordial.

As on 31st March 2011, 1283 employees were working for the company across all levels and at various locations.

DISCLOSURE OF PARTICULARS

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go, as required under 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 is annexed and forms part of this report as Annexure-'B'.

DIRECTORS' RESPONSIBILITY STATEMENT

Your directors certify:

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

2. That they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Company's Articles of Association, Dr. A.K. Sinha, Director of the company retires by rotation and offers himself for reappointment. Your Directors recommend his reappointment as Director on the Board in the ensuing Annual General Meeting.

AUDITORS

M/s. M. Kamal Mahajan And Co., Chartered Accountants, retire as Auditors of the Company at conclusion of the ensuing Annual General Meeting and have confirmed their eligibility under Section 224(1B) of the Companies Act, 1956 and willingness to continue as Auditors of the Company, if re-appointed.

EXPLANATION TO AUDITORS' REPORT

The Auditors have vide Para (i) (a) of the annexure to the audit report commented on the quantitative details and situation of items like pipe, meter instruments and other similar items. Your Company is a pharmaceutical company, where, in the manufacturing plants controlled reactions take place in the reactors and the items of Plant and Machinery like pipes runs criss-cross through out the various sections of the plant, like pilot plants, utility sections and various control valves and meters and instrumentations are mounted on such pipes, samplings, reactors and items of Plant & Machinery. Therefore, by the very nature of the industry, these particular items cannot be attributed to a particular place to the exclusion of other place. Further in your Directors view, this is not a qualification but is a clarification only.

Further the auditors have vide Para (xi) of the annexure to the audit report commented on certain defaults made in repayment of dues to debenture holders. The Company reiterates its commitment to settle these outstanding lenders and has taken steps to settle them as per the CDR terms.

LISTING

The Company has paid the annual listing fee for the year 2010-2011 to The Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange Limited, Mumbai (NSE) The Equity shares continue to be listed on BSE and NSE.



CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is given in a separate section and forms part of the Annual Report.

The statement pursuant to section 212 of the Companies Act, 1956 is annexed as Annexure 'C and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors also appreciate the valuable co-operation and continued support extended by the Employees, Customers, Suppliers, Collaborators, Company's GMP consultants, Auditors, Bankers, Financial Institutions, Medical Professionals, Drug Control Authorities, Government Agencies, Business Associates and our large Shareholder Family.

For and on behalf of the Board Sushil Suri Chairman & Managing Director

Place : New Delhi Date :13th May, 2011

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Mar 31, 2010

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

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2009-10 2008-09

Sales and Other Income 19616 16525

Operating Surplus 1360 292

Interest 357 201

Cash Surplus 1003 91 Non Cash Items

Depreciation & Amortisation 4563 4551

Loss before Extra ordinary Items (3560) (4460)

Extra ordinary items (Net) 3386 804

Loss Before Tax (174) (3656)

Fringe Benefit Tax - 28

Loss after Taxation (174) (3684)



MANAGEMENT OVERVIEW

The company has recorded sales revenue and other income of Rs. 19616 Lacs against Rs. 16525 Lacs in the previous year. It represents a growth of 18.70% over preceding year. The company is steadily moving on high growth trajectory and shall continue its journey of profitable growth. The Company continues to focus on cost optimization and efficient working capital management. The continuous growth momentum carried forward during the current year has helped the company in significantly improving its operational performance. The growth in companys operations has helped the company to generate operational surplus of Rs. 1360 Lacs in the current year against Rs. 292 Lacs in the previous year i.e. a growth over 365%. After servicing an interest burden of Rs. 357 Lacs, the company has been able to earn cash surplus of Rs. 1003 Lacs against Rs. 91 Lacs earned in the last financial year. Cash generated from operations, after payment to Fixed Depositors has been ploughed back into operations so as to make the company more self reliant in the absence of any institutional support for working capital facilities.

The managements aggressive strategy of focusing on improving business and operational performance has borne fruits. The operations of the company are steadily improving and company is looking forward to healthy revenue and profit numbers in the coming years. To fund the expansion plans, the company shall continue its endeavor for tying up finances, both for working capital as well as for capacity addition and optimization.

During the year, the scheme of arrangement and compromise with the fixed deposit holders filed by the company under section 391 of Companies Act, 1956, was approved by the Honble High Court of Himachal Pradesh at Shimla. Pursuant to the approved scheme, the company has allotted 9,24,90,413 Equity Shares of Rs. 2/-each, at a price of Rs. 11.32 per share, determined under SEBI (DIP) Guidelines, to the fixed deposit holders equivalent to 75% of the principal amount due. The balance 25% of the principal amounting to Rs. 3385.77 Lacs, as per the approved scheme, has been waived off and is shown under the head extraordinary items in the profit and loss account for the current year. As per the approved scheme, the interest on fixed deposits has been waived off.

With the resolution of the issues relating to fixed deposit holders, the management can now focus its energies for all round improvement in business performance and also for exploring new business avenues. The management is confident that with fixed depositors becoming partners now, they shall be able to share and enjoy the fruits of profitable growth of company in the coming years.

DIVIDEND

For the year under review the Directors do not recommend any dividend due to absence of any distributable surplus.

OPERATIONS

The Company has recorded commendable performance with larger volume and higher sales and operating revenues despite tight liquidity position of the company. The consistent increase in sales revenue year after year speaks a lot about the focused approach being adopted for all round growth of business. Current year income of Rs.19616 Lacs is up by Rs. 3091 Lacs over the last year income of Rs. 16525 Lacs. The improvement in top line coupled with increased efficiencies in operations has enabled the company to generate an operating surplus of Rs. 1360 Lacs against Rs. 292 Lacs, recorded in last year.

API business, with over 60% revenue share has recorded steep growth of 28% in its annual sales revenues. Its main product, Loratadine has shown a revenue growth of 14%. Revenue growth of other two products namely Montelukast and Sultamicillin has also shown a healthy upside during the current year. Stronger US Dollar continues to help the company to derive better price realisation in terms of Indian Rupees.

Formulation business, with10% business share has recorded handsome growth of 21 %. During the current year, the company focused on deriving more sales revenue from existing product portfolios.

Medipath business, on account of lower revenues in its diagnostics segment has recorded a fall of 5% in its current year revenues.

Pharmaceutical Contract Manufacturing (PCM) has shown a growth of 10% in its annual revenues for the current year.

Extraordinary items of Rs. 3385.77 Lacs represent liability waived off in respect of fixed deposit holders pursuant to approved scheme of compromise and arrangement with fixed deposit holders.

The company continues to service its outstanding debt, as per CDR (Corporate Debt Restructuring) scheme and also as per terms of individual settlement with banks and financial institutions.

REPORT ON BUSINESS PERFORMANCE

A. ACTIVE PHARMACEUTICAL INGREDIENT (API)

Loratadine

During the year, the company sold Loratadine API to the tune of Rs. 5900 Lacs against Rs. 5192 Lacs sold in the last year. Loratadine exports to the US markets remained firm during the year. The response of domestic markets for Loratadine APIs has been very encouraging during the year. New route adopted for manufacture of Loratadine API have been successful and company is able to attract good orders. Intermediates quality was also improved considerably by process improvement in order to meet customers expectations and to have better price realisation. This includes almost impurity free intermediates of Loratadine to Japan.

The company is consistently maintaining its supply lines to the likes of supplying Loratadine API to some of the big names in pharma industry like Novartis/Sandoz, Perrigo, Chemo and Apotex and others.

The company has done PCTfilingofone patent application on the improved process for Loratadine.

Montelukast Sodium

Montelukast sodium, an anti-asthmatic drug, is continuing its remarkable performance in the current year.

In the current year, Montelukast intermediates and API sales at Rs. 2437 Lacs, have shown a growth of 44% over the previous year of Rs. 1695 Lacs. Intermediates Sales has gone up to Rs. 1753 Lacs against Rs. 1501 Lacs of previous year, whereas Montelukast API sales have improved to Rs. 684 Lacs against Rs. 194 Lacs of previous year. The company intends to further expand the capacities for Montelukast Sodium and its various intermediates.

During the year, a new economical process has also been developed for side chain of Montelukast sodium followed by its scale up. Its commercialization is planned for the coming year.

PCT filing of one patent application has been done during the year for non-infringing process of Montelukast Sodium.

Atorvastatin Calcium

During the year, cost effective process for normal grade crystalline Atorvastatin calcium and its intermediates was developed and the product was commercialized to capture domestic market. The company experienced good market traction for the process, during the year.

We have got patent for our process of preparation of Atorvastatin calcium amorphous in United States and Canada. It has already granted in India.

PCT of another process patent application, on new amine salts of Atorvastatin, has also been filed and has been published.

Sultamicillin

The current years revenue of Sultamicillin Tosylateand Sultamicillin Base at Rs. 1 756 Lacs shown a growth of 88% over last year sales revenue of Rs. 935 Lacs.

Fexofenadine

Fexofenadine is an antihistamine drug used in the treatment of hay fever and similar allergy symptoms. Mo re pen has developed a novel process for the preparation / purification of Fexofenadine API as well as intermediate which have yielded highly pure Fexofenadine API & its key intermediates.

As a step forward to capture new markets especially Japan and to expand the product portfolio, the quality of intermediates was improved considerably by process improvement, to meet customers expectations. Besides this, process of Fexofenadine API was modified/ improved to capture the domestic market and shall be commercialized soon.

Linezolid

Linezolid (INN) is a synthetic antibiotic used for the treatment of serious infections caused by Cram-positive bacteria that are resistant to several other antibiotics. A non-infringing process for Linezolid (API) was developed to produce highly pure form of Linezolid API. The product has been commercialized successfully during the year and has been sold to various markets.

Carvedilol

Carvedilol is a non-selective beta blocker/alpha-1 blocker indicated in the treatment of mi Id to moderate congestive heart failure (CHF). A process for the key intermediate has been developed and have been produced on commercial scale. During the year good quantities ofCarvedilol intermediates were sold.

Lamotrigine

Process for Lamotrigine Schiffs base intermediate was scaled up and material was supplied to the customers. We expect bigger quantities for supply in the coming years. Small quantity of Lamotrigine (API) was also produced for free market.

New products

During the year, process for Telmisartan (API) was developed in the laboratory and samples were sent for market development. Besides this development work for other new complex molecules (API) like Aliskiren Hemifumarate, Eletriptan, Rosuvastatin calcium, Quetiapine & Risperidone was done and samples of target intermediates were produced for market development. Non-infringing process for Fexofenadine intermediates was also developed. Further development work is going on for synthesis of these APIs as well as for further process improvement.

B. MEDIPATH

Current year annual revenue at Rs. 2368 Lacs has recorded an erosion of 5% over the last year revenue of Rs. 2487 Lacs. The fall in current year sales revenue was caused by 20% revenue drop in Diagnostics products. Lower sales of Aids & Hepatitis products because of regulatory issues and Homecue blood banking products, because of franchise discontinuance are two primary reasons for lower sales revenue of these products. Tight cash flow situation affecting timely material availability also hampered the growth of business. Point of Care (Home- Health) segment, with annual revenue of Rs. 1605 Lacs, has shown a growth of 5% during the year on the support of higher sales of Thermometers, BP monitors, weighing scales and other equipments. High Dollar value against Indian Rupee and old discontinued products inventory write off has adversely affected the profitabiIity of Diagnostics business.

A no. of new products like Pulse Oxymeter, Fetal Doppler, Commercial Nebuliser and many new variants of existing product ranges like Blood Pressure Monitor, Clucometer, Weighing Scales and others are also introduced during the year, which have filled in the gap on account of discontinued /disturbed products. Better payment terms with vendors and availability of credit facilities will help the company in timely receipt of materials.

C. BRANDED PRESCRIPTION DRUGS

The domestic formulation business is showing consistent growth year after year. The growth has been recorded in most of the therapeutic categories. In some of the therapeutic categories like Anti-allergic and Antibiotics the growth is as high as 59% & 37% respectively. The largest therapeutic contributor i.e. Gastrointestinal has maintained the sales revenue at the last years level. Most of the sales territories have recorded a growth in revenue as compared to last year. Out of top five formulations products, four has recorded growth ranging from 18%-41 % whereas one of the product has recorded a fall in its annual sales. We continue to focus on high margin formulations. However the company will also expand its horizons in institutional business, to increase its sales revenues.

D. PHARMACEUTICAL CONTRACT MANUFACTURING (PCM)

The company is continuing with its existing activities in the field of third party manufacturing for formulations and API intermediates. As the company consistently provides Good Manufacturing Practices (GMP) compliant manufacturing facilities and highly trained workforce, therefore it is confident of delivering quality products on consistent basis. The third party formulation manufacturing business has recorded an increase of 29% over the last year.

SUBSIDIARIES

Performance of subsidiaries-

The Company has reviewed the affairs of all its subsidiaries for the year under review and the performance of each of its subsidiaries is given here-in-below:

Dr. Morepen Limited

During the current year sales revenue of the company at Rs. 2018.12 Lacs is up by 1% against last years revenue of Rs. 2000.35 Lacs. The company is seeking to promote new products and expand customer base. It has spent extensively on marketing and sales promotion, which has resulted in, the company reporting a cash deficit of Rs. 192.62 Lacs for the currentyearagainstsurplusof Rs. 129.65 Lacs generated in the previous year.

During the year a number of new products were test marketed across various categories. Special emphasis is being put on marketing activities, with a view to develop and promote the new products in the market. During the year, in order to support companys marketing campaign it has appointed famous Bollywood actress Ms. Sonali Bendre as its Brand Ambassador for a period of 3 years. The company expects to reap good benefits of marketing campaign with Ms. Sonali Bendre in the coming years.

Continuing the trend of introduction of new products, the company has introduced Fever X (Fever Tablet), Head X (Head Ache tablet), Option 72 (Emergency Contraceptive pill), Fibre X (Flavored Laxative) and Pain X (Pain Relief ointment). These products represent categories which are having large market share. It has resulted in large product basket catering to diverse consumer needs round the year and thereby even out the seasonal fluctuations in OTC business.

New product additions shall make more products available in the customers hand which will build up the revenue stream as also the improved profit margins, resulting into better returns on the capital employed.

The company will continue to expand marketing and media activity, keeping in view the potential of its OTC business. It will be more organized and focused in planning and orgainsing the media so that company can derive full advantage of its media spent and financial performance of the company improves year over year.

Total Care Limited

Your directors hereby report that business of the company has recorded income of Rs. 158.91 Lacs against Rs. 221.95 Lacs in the last year, recording a drop of 28% from last years revenue. In a step towards generating cash surplus, the company has been able to bring down the cash losses to Rs. 19.01 Lacs against Rs. 41.84 Lacs in the previous year. Efforts are on to make the operations viable and management is hopeful of turnaround of the business.

Morepen Inc.

This company is our marketing and distribution interface in USA for various OTC & other products. Revenue of Rs. 87.60 Lacs was earned as commission during the current year.

Morepen Max Inc.

This company is lying dormant in the absence of any business opportunity and Board of Directors considers it proper to dispose off the investment in the company at an appropriate time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis of Corporate Governance pursuant to Clause 49 of the Listing Agreement is provided in and forms part of the Annual ReportasperAnnexureA.

SHARE CAPITAL

Pursuant to the scheme of arrangement and compromise with the fixed deposit holders filed by the company under section 391 of Companies Act, 1956, approved by the Honble High Court of Himachal Pradesh at Shimla, the company has allotted 9,24,90,413 Equity Shares of Rs. 21- each, at a price of Rs. 11.32 per share, determined under SEBI (DIP) Guidelines, to the fixed deposit holders . Post issue of Equity Shares to fixed deposit holders the number of Equity Shares of the company has increased from 35,73,35,790 to 44,98,26,203.

FIXED DEPOSITS

During the year, the scheme of arrangement and compromise with the fixed deposit holders filed by the company under section 391 of Companies Act, 1956, was approved by the Honble High Court of Himachal Pradesh at Shimla. Pursuant to the approved scheme, the company has allotted 9,24,90,413 Equity Shares of Rs. 21- each, at a price of Rs. 11.32 per share, determined under SEBI (DIP) Guidelines, to the fixed deposit holders equivalent to 75% of the principal amount due. The balance 25% of the principal amounting to Rs. 3385.77 Lacs, as per the approved scheme, has been waived off and is shown as extraordinary items in the profit and loss account for the current year. As per the approved scheme, the interest on fixed deposits has been waived off.

LEGAL MATTERS

The settlement with the banks and financial institutions and sundry creditors done in the previous financial year and the fixed depositors liabilities settled during the year, as per court approved scheme will put an end to most of the legal cases against the company.

The cases filed against the company by Ministry of Corporate Affairs, on the basis of investigation carried u/s 235 of the Companies Act, 1956 are being defended by the company and its directors.

ENVIRONMENT

Environment has always been under continuous focus of your company. Through constant up-gradation in the efficiency of Effluent Treatment Plant by investment and training program, we have consistently maintained the track record of best upkeep and maintenance.

HUMAN RESOURCES

Your Company continues to attract good and talented people. Quality of work force is steadily improving. People have long term association with the company which helps them in improving operational efficiencies in their work areas. The company is able to employ and retain better sales and marketing staff for domestic markets.

The Company is committed to encourage and promote talent at all levels in an environment of openness and transparency as we believe that a participative work environment driven by a sense of teaming and collective ownership of the organizations objectives alone will ensure the growth and success of the company in its objectives. The relationship with workers, staff and officers continues to be extremely cordial.

As on 31st March 2010,1221 employees were workingforthe company across all locations.

Information pursuant to Section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, is annexed, as AnnexureBof this report.

DISCLOSURE OF PARTICULARS

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go, as required under Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 is annexed and forms part of this report as Annexure-C.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors certify:

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

2. That they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fai r view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Companys Articles of Association, Mr. Sukhcharan Singh Director of the company retires by rotation and being eligible offer himself for reappointment. Your Directors recommend his reappointment as Director on the Board in the ensuing Annual General Meeting.

AUDITORS

M/s. M. Kamal Mahajan And Co., Chartered Accountants, retire as Auditors of the Company at conclusion of the ensuing Annual General Meeting and have confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956 and willingness to continue as Auditors of the Company, if re-appointed.

EXPLANATION TO AUDITORS REPORT

The Auditors have vide Para (i) (a) of the annexure to the audit report commented on the quantitative details and situation of items like pipe, meter instruments and other similar items. Your Company is a pharmaceutical company, where, in the manufacturing plants controlled reactions take place in the reactors and the items of Plant and Machinery like pipes runs criss-cross through out the various sections of the plant, like pilot plants, utility sections and various control valves and meters and instrumentations are mounted on such pipes, samplings, reactors and items of Plant & Machinery. Therefore, by the very nature of the industry, these particular items cannot be attributed to a particular place to the exclusion of other place. Further in your Directors view, this is not a qualification but is a clarification only.

Further the auditors have vide Para (xi) of the annexure to the audit report commented on certain defaults made in repayment of dues to debenture holders. The Company reiterates its commitment to settle these outstanding lenders and has taken steps to settle them as per the CDR terms.

LISTING

The Company has paid the annual listing fee for the year 2009-2010 to The Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange Limited, Mumbai (NSE) .The Equity shares continue to be listed on BSE and NSE.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is given in a separate section and forms part of the Annual Report.

The statement pursuant to section 212 of the Companies Act, 1956 is annexed as Annexure - D and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors also appreciate the valuable co-operation and continued support extended by the Employees, Customers, Suppliers, Collaborators, Companys GMP consultants, Auditors, Bankers, Financial Institutions, Medical Professionals, Drug Control Authorities, Government Agencies, Business Associates, and our large Shareholder Family.

For and on behalf of the Board

Sushil Suri Chairman & Managing Director

New Delhi

13th May, 2010

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Mar 31, 2010

The Directors have pleasure in presenting the 17thAnnual Report of the Company for the period ended 31 st March 2010.

1. PARK HYATT GOA RESORT & SPA

Park Hyatt Goa Resort & Spa continues to be the market leader and has achieved highest revenue and Revenue Market Share Index (RMSI) with an appropriate mix of Occupancy and room rates. For the year under Report the performance indicator of the Park Hyatt Goa Resort & Spa is given herein below :

For the year ended For the year ended Variation (%age)

March 31, 2010 March 31, 2009

Average Occupancy 73% 61% 12

Average Room Revenue (ARR) Rs. 8529 Rs 9296 8.25 (-)

Rev PAR Rs. 6206 Rs. 5660 9.65

The above performance indicators demonstrate that your Company is coming out of the aftereffects of the global recession, financial meltdown and Mumbai terror attack.

2. OPERATIONAL RESULTS & APPROPRIATIONS

The Board is pleased to inform that the Companys Total Income for the year under report has increased from Rs. 7705.77 Lacs to Rs. 8915.08 lakhs. Both Profit before Tax and Profit after Tax have increased twofold from the previous year. The summarized financial position of the Company for the year under review is given herein below :

Rs. In Lacs

For the year ended For the year ended Variation

March 31, 2010 March 31, 2009 (% age)

Total Income 8854.67 7705.77 14.91

Expenditure 5939.46 5693.22 4.33

(before Interest & Depreciation)

Profit before Interest, 2915.22 2012.55 44.85 Depreciation & Tax

Profit Before Tax 668.89 318.34 110.12

Profit After Tax 687.39 203.84 237.22

As at the end of the year under report balance available for appropriation stood at Rs. 1373.85 lakhs (previous period Rs. 686.46 lakhs) which was carried forward to the Balance Sheet.

During the year the Company has repaid its existing secured term loans of Rs. 7249 lacs in full by obtaining fresh corporate loan of Rs. 1500 Lacs from IFCI Limited and has utilized the balance amount for making an investment in new five star Hotel Project.

3. EXPANSION/NEW PROJECTS

In view of the growing opportunities in the Indian Hospitality Sector your Company has commenced implementing its expansion plans and acquired lands at Delhi and Amritsar for developing the Hotel Projects. The said Projects have been undertaken in the Subsidiaries of the Company. The Company through its subsidiary has executed the Letter of

Intent with MGM MIRAGE Hospitality International Holdings Limited, Las Vegas, USA for their Luxury Brands MGM Grand, New Delhi and Skylofts at the MGM Grand New Delhi for the Luxury / Upscale Hotel Project at Delhi for approximately 500 rooms Deluxe Hotel.

The 180 rooms Deluxe Hotel Project at Amritsar is being developed as Sheraton Amritsar Hotel.

4. DIVIDEND

The Board of Directors has not recommended any dividend on Share Capital for the financial year ended March 31, 2010.

5. PUBLIC DEPOSITS

During the period under report your Company has not accepted or renewed any public deposit.

6. SUBSIDIARY COMPANIES

During the year under review two new subsidiary companies viz. Golden Joy Hotel Pvt. Ltd. and Silver Resort Hotel India Pvt. Ltd. have been incorporated to implement the expansion plans of developing five star Deluxe Hotels at Amritsar and New Delhi.

A statement under Section 212 of the Companies Act, 1956 is annexed to this report with respect to its subsidiaries viz. Blue Coast Hospitality Limited, Golden Joy Hotel Pvt. Ltd. and Silver Resort Hotel India Pvt. Ltd. the subsidiaries of the Company. Their Balance Sheets, Profit & Loss A/c and other documents, as applicable pursuant to the provisions of the Companies Act, 1956, are attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

7. VOTING RIGHTS

In terms of the provisions contained in Section 87(2)(b)(i) of the Companies Act, 1956, the Preference Shareholders of the Company with respect to the 81,50,000 Redeemable Cumulative Preference shares of Rs.100 each are entitled to vote on every resolution placed before the Company at any General Meeting. As the said preference shares are held by the existing Promoters/ Promoters Group there is no change in the management/ control of the Company.

8. BOARD OF DIRECTORS

The Board recommends the re-appointment of Mrs. Mamta Suri and Mr. K.S. Mehta who retire by rotation as Directors of the Company and, being eligible, offer themselves for re-appointment.

Mr. Shivendra Tomar has been appointed as Nominee Director on the Board of the Company with effect from July 26, 2010 by IFCI Limited. The information relating to Mr. Tomar required to be given as per the listing agreement has been given at the end of the explanatory statement

9. DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby confirm :

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed, along with proper explanation relating to material departures;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d) that they have prepared the annual accounts on a going concern basis.

10.AUDITORS

M/s. M. Kamal Mahajan And Co., Chartered Accountants, the Auditors of the Company will retire on the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Observations made by the Auditors in their report read with the relative notes on accounts are self explanatory.

11.CORPORATE GOVERNANCE

Your Company has complied with the provisions of the Code on Corporate Governance and as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the report on Corporate Governance and the Auditors Certificate in connection therewith form part of this report. The Management Discussion and Analysis Report is also appended to this report.

12.AWARDS & ACCOLADES

Park Hyatt Goa Resort & Spa continues to be a leader in its segment. Towards the recognition of the facilities it commands it has been awarded following Awards and Accolades:

- India Today travel plus readers choice survey 2009-10 - "The Best Spa in India"

- India Today travel plus readers choice survey 2010-11 - "The Best Spa in India"

- Best Resort Spa (Sereno Spa) - Pevonia asiaSpa India Awards 2009

- Best Goan Restaurant in South Goa (Casa Sarita restaurant) - Times Good Food Guide 2010

- Conde Nast Traveller Readers Travel Awards 2010 India Special - Awarded as the second runner-up in the "Favourite Leisure Hotel in India"

13.PARTICULARS OF EMPLOYEES

Required particulars pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, are set out in the annexure to this report. However, the same is not being sent to the shareholders. Any shareholder desirous of obtaining a copy of the said particulars may write to the Company at its Corporate Office.

14.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information in pursuance of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to the conservation of energy, technology absorption, foreign exchange earnings & outgo are annexed to this report.

15.PAYMENT OF ANNUAL LISTING FEE PAID.

Annual listing fee up to date has been paid to the stock exchanges.

16.ACKNOWLEDGMENTS

The Directors express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers and Hyatt International and other Business Associates. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the Employees at all levels.

For and on behalf of the Board of Directors of Blue Coast Hotels Ltd.

New Delhi P. L. SURI

28th August, 2010 Chairman & Managing Director