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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Parnax Lab Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 42nd Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31, 2024 is summarised below:-

(Standalone basis) (Rs. in Lakhs)

Particulars	For the year ended on	For the year ended on
	31^st March, 2024	31^stMarch, 2023
Revenue from Operations	744.04	747.38
Profit/ (Loss) before Depreciation and Tax	250.51	169.48
Less: Depreciation	5.83	6.78
Tax Expenses	62.34	42.23
Net Profit/ (Loss) for the year	182.34	120.47
Add. Profit & Loss A/c Bal of Previous year	(848.61)	(969.08)
Appropriations:
Proposed Dividend	Nil	Nil
Dividend Distribution Tax - on Proposed Dividend	N.A.	N.A.
Transfer to General Reserve	Nil	Nil
Balance c/fd to Balance Sheet as at 31.03.2024	(666.27)	(848.61)

2. STATEMENT OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

The Company is engaged in the business of pharmaceutical manufacturing and marketing of formulations for domestic and international markets.

During the Financial Year, your Company has registered the revenue from operations on standalone basis is Rs. 744.04 Lakhs as compared to previous years Revenue is Rs. 747.38 Lakhs. The Company is hopeful to improve the result in coming years.

There has been no change in the business of the Company during the Financial Year Ended March 31, 2024.

3. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its Subsidiary is prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind ASâ). The Audited Consolidated Financial Statements together with the Auditorâs Report thereon form part of the Annual Report of the Holding Company. The Annual Financial Statements of the Company and related detailed information will be made available to Members seeking information till the date of the AGM.

4. DEPOSITORY SYSTEM:

Your Companyâs equity shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Securities Limited (CDSL). As on March 31, 2024, all 0.38% shares of the Company are in Physical Mode, pending for dematerialization.

5. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

6. SHARE CAPITAL:

During the year 2023-24, there was no change in the authorised, issued, subscribed, and paid-up share capital of the Company

The paid-up Equity share capital as on March 31, 2024, was Rs. 11,48,56,160/- (Rupees Eleven Crores Forty-Eight Lakhs Fifty-Six Thousand One Hundred and Sixty Only). During the year under review, the Company has not issued any shares of the following classes given below.

A) Issue of Equity shares with differential rights

B) Issue of sweat Equity shares

C) Issue of employee stock options

D) Provision of money by the Company for the purchase of its own shares by employees or by trustees for the benefit of employees.

E) Issue of Bonus Shares

7. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013:

There is no amount proposed to be transferred to General Reserves for the 2023-24.

However, the Accounting Standards permit that the amount that stands at profit/ loss after tax is included in the reserves & surplus (Other Equity) schedule and hence the company has transferred its Profit amount to its reserves & surplus (Other Equity) schedule.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

9. MATERIAL DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN THE FUTURE:

During the year under review, there have been no such significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and the companyâs operations in the future.

11. DETAILS OF THE 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:

During the year under review, neither there is any application made nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure I to this Report.

13. EXTRACT OF ANNUAL RETURN:

Pursuant to amendments in Sections 92, 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the requirement of the extract of Annual Return in Form MGT-9 is dispensed with.

Copy of the annual return will be available at the official website at www.naxparlab.com and at the registered office of the company to the Members seeking information.

14. SUBSIDIARY COMPANY:

The Company has one Subsidiary Company as on March 31, 2024 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company, except the following:

a. During the year, on the recommendation of Nomination and Remuneration Committee and subject to the approval of Members in the general meeting of the company, the board in their Board Meeting held on 11th August, 2023, appointed Mr. Harish S. Panpalia(DIN: 10275561) as an Additional Independent Director of the Company w.e.f 11th August, 2023, who shall hold office upto the date of the ensuing Annual General Meeting and subject to the approval of the members in the ensuing General Meeting.

b. The Shareholders, pursuant to a resolution dated September 29, 2023, had approved theappointment of Mr. Harish S. Panpalia (DIN: 10275561) as a Non-Executive Independent Director of the Company on the Board to hold office for a term upto 5 (Five) consecutive years from the date of appointment w.e.f 11th August, 2023 to 10th August, 2028, whose office shall not be liable to be retire by rotation.

c. During the year, upon completion of his term as Independent Director, Mr. Vinayak B. Desai (DIN: 03185850), ceased to be Director of the Company w.e.f. 13th November, 2023. The Board placed on records its appreciation for invaluable contribution and guidance.

Pursuant to the provision of Section 129(3) of the act, a statement containing silent features of the financial statements of the companyâs subsidiary in Form AOC-1 is attached to the set Report in Annexure II to this Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by Rotation

Mrs. Ami Mihir Shah (DIN: 03101049), Non-Executive Non-Independent Director of the Company retires by rotation at the forthcoming AGM in accordance with provisions of Section 152 of the Act and the Articles of Association of the Company and being eligible, offers herself for re-appointment.

The brief resume and other details relating to the Directors who are proposed to be appointed/ re-appointed, as required to be disclosed under Regulation 36(3) of the Listing Regulations is furnished along with the Explanatory Statement to the Notice of the 42nd AGM.

Composition of Board of Directors

As on March 31, 2024, the Board comprised of 7 (Seven) Directors namely, Mr. Prakash Mahasukhlal Shah, Mr. Baiju Mahasukhlal Shah, Mrs. Ami Shah, *Mr. Vinayak Desai, Mr. Tirunillai Venkateswara Anantharaman, Mr. Yogesh Varia,**Mr. Harish S. Panpalia.

*During the year, upon completion of his term as Independent Director, Mr. Vinayak B. Desai (DIN: 03185850), ceased to be Director of the Company w.e.f. the close of the business hours on 31st March, 2024. The Board placed on records its appreciation for invaluable contribution and guidance.

**The Shareholders, pursuant to a resolution dated September 29, 2023, had approved the appointment of Mr. Harish S. Panpalia (DIN: 10275561) as a Non-Executive Independent Director of the Company on the Board to hold office for a term upto 5 (Five) consecutive years from the date of appointment w.e.f 11th August, 2023 to 10th August, 2028, whose office shall not be liable to be retire by rotation.

Further, up to the date of this report, based on the recommendation of Nomination and Remuneration Committee (NRC), and Board of Directors in the Board Meeting held on 30th May, 2024, the Members of the Company, through the process of Postal Ballot, E-Voting ended on 05th July, 2024, being the date of passing the shareholders resolution, approved the following appointments:

â¢ Mr. Mihir Prakash Shah (DIN: 00387912) as Companyâs Director and Chief Executive Officer (CEO), w.e.f. close of business hours on 05 th July, 2024, in place of Mr. Prakash M. Shah, tendered his resignation letter on 05 th July, 2024 itself, from the office of the Director and also relinquished his role from Chief Executive Officer (CEO) of the Parnax Lab Limited Company w.e.f. close of business hours 05th July, 2024, due to personal and unavoidable circumstances.

â¢ Mr. Binoy Baiju Shah (DIN: 00440880) as Companyâs Managing Director and Chief Financial Officer (CFO), w.e.f. close of business hours on 05th July, 2024, in place of Mr. Baiju M. Shah, tendered his resignation letter on 05th July, 2024 itself, from the office of the Managing Director and also relinquished his role from Chief Finance Officer (CFO) of the Parnax Lab Limited Company w.e.f. close of business hours 05th July, 2024, due to personal and unavoidable circumstances.

As on 31st March, 2024, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

At the ensuing 42nd Annual General Meeting of the Company the Director Mrs. Ami Mihir Shah (DIN: 03101049), NonExecutive Non-Independent Director is liable to retire by rotation and being eligible offers herself for re-appointment.

Board recommends her re-appointment to the members for consideration in the ensuing 42ndAnnual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation. The required information of the Directors being re-appointed, pursuant to the provisions of the Listing Regulations, forms part of the Annual Report.

Key Managerial Personnel (KMP)

As on March 31, 2024, Mr. Prakash Shah, Director and CEO, Mr. Baiju Shah, Managing Director and CFO and Mrs. Preet Kukreja, Company Secretary and Compliance Officer are the Key Managerial Personnel (KMP) of the Company.

Further, up to the date of this report, the following changes in the composition of Board and KMP shall be as follows, keeping the other composition remain same.

â¢ Mr. Mihir Prakash Shah (DIN: 00387912) as Company''s Director and Chief Executive Officer (CEO), w.e.f. close of business hours on 05th July, 2024, in place of Mr. Prakash M. Shah, as stated above.

No. of Meetings of the Board

During the year, Four(4) Board meetings were convened and held in accordance with the provisions of the Act and the details of which are given in the Corporate Governance Report, which forms a part of this Report. The intervening gap between the Board Meeting was within the period prescribed under the Companies Act, 2013 and the Listing Regulation.

Board Performance Evaluation

Pursuant to the provisions of the Act and the applicable provisions of the Listing Regulations, the annual performance evaluation was carried out for the FY 2023 -24 by the Board in respect of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was prepared and circulated after taking into consideration the Guidance note issued by SEBI vide circular no, CMD/ CIR/P/2017/004 dated05.01.2017.

The Boardâs functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

The Board expressed their satisfaction with the evaluation process.

Independent Director

The Company has received declarations from all the Independent Directors of the Company affirming compliance with the criteria of independence laid under the provisions of Section 149(6) of the Act and under Regulation 16 (1)(b) of Listing Regulations.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all the Independent Directors of the Company have registered with the Indian Institute of Corporate Affairs for inclusion of their names in the comprehensive depository maintained by the Ministry of Corporate Affairs.

As stipulated by the Code of Independent Directors pursuant to the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 13, 2024, inter alia to:

(i) Evaluate the performance of Non-Independent directors and the Board as a whole;

(ii) Evaluate the performance of the Chairman and Managing Directors of the Company; and

(iii) Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

Familiarisation Program for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company. The details of the training and familiarisation program are provided in the Corporate Governance Report forming part of this Report.

Particulars of Remuneration

In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure III however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.

Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees

The remuneration paid to Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for time being in force).

The Nomination and Remuneration Committee and other details relating to Remuneration are set out in NRC Policy and the same is available on the website of the Company as well as at the registered office of the company.

*The Web link for NRC Policy is https://naxparlab.com/wp-content/uploads/2015/07/Policy-on-Nomination-Remuneration.pdf also uploaded on the official website of the Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as required under Regulation 34 read with Schedule V of Listing Regulations is annexed to this Report Annexure IV.

17. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS.

The Board hereby affirm the Integrity, Expertise and experience including the proficiency of independent Directors.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31stMarch, 2024, the applicable accounting standards have been followed and there are not material departures from the same.,

(b) the 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 on 31stMarch, 2024 and the profit and loss of the Company for that period.,

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

(d) the Directors have prepared Accounts on ''going concernâ basis., and

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

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

19. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure IIIâ.

During 2023-24, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a policy on Materiality of Related Party Transaction and dealing with Related Party Transactions which is uploaded on the Company''s website at the web-link given below:

https://naxparlab.com/wp-content/uploads/2015/07/Policy-on-Materiality-Events.pdf

All the transactions with the related party parties carried out during the FY 2023-24 are in ordinary course of business and on an armâs length basis. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with interest of the Company at large.

During the year 2023-24, the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

The Company has updated the policy on Related Party Transactions in line with the recent provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

Your Directors draw the attention of the Members to Note No. 41 of the Financial Statements, which sets out related party disclosures under the Indian Accounting Standards (IND AS).

In terms of Regulation 23 of Listing Regulation, the Company submits details of related party transaction on a Consolidation basis as per the specified format to stock exchange on half yearly basis.

Particulars of contracts or arrangements made with related parties

Since all the related party transactions entered into by the Company were in ordinary course of business and on an armâs length basis, disclosure in Form AOC-2 is not applicable to Company.

In terms of Regulation 23 of Listing Regulation, the Company has proposed the approval of Shareholders on Material Related Party Transaction with its Subsidiary Company i.e. Naxpar Pharma Private Limited, being the part of the AGM 2024 Notice and this Report.

21. COMMITTEES OF THE BOARD& POLICIES

With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted various committees. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee, and Stakeholdersâ Relationship Committee. The Committees have been mandated to operate within their terms of reference, approved by the Board to focus on the specific issues and ensure expedient resolution on diverse matters.

The composition, terms of reference and other details of the above-mentionedcommittees are provided in the Corporate Governance Report forming part of this Report.

Whistle Blower Policy /Vigil Mechanism

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct and provide adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Companyâs website at www.naxparlab.com.

Remuneration Policy

Pursuant to the provision of Section 178 of the Act and Regulation 19 of Listing Regulations, the Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The said policy is available on the website of the Company at www.naxparlab.com.

Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Policies

The Company seeks to Promote Highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the website of the Company at www.naxparlab.com.

Disclosure Requirements

Policy on dealing with related party transactions is available on the website of the Company at the link: www.naxparlab.com

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy on Whistle Blower is available on the website of the Company at the link: www.naxparlab.com.

22. CORPORATE GOVERNANCE

Corporate Governance essentially involves balancing the interests of a Companyâs stakeholders. The Company continues to nurture a culture of good governance practices across functions, offices, and manufacturing facilities.

Your Company has complied with the mandatory Corporate Governance requirements spipulated under the Listing Regulation.

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as "Annexure VIâ.

As required by Schedule V of the Regulations, the certificate on corporate governance issued by Mr. Prakash Naringrekar (Membership No. ACS 5941) designated partner of HSPN & Associates LLP, (Formerly known as HS Associates), Practicing Company Secretaries, Mumbai.

23. AUDITORS

a) Statutory Auditor & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s C N Patel & Co. (FRN: 112552W), Chartered Accountants, Mumbai was appointed as Statutory Auditors at the Annual General Meeting held on 30th September, 2021 for the period of Five (5) years. i.e. for the Annual General Meeting to be held in the year 2026.

The Statutory Auditors M/s. C N Patel & Co, Chartered Accountants have issued their reports on Financial Statements for the year ended March 31, 2024. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditorsâ Report.

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s HSPN & Associates, Practicing Company Secretary (COP No. 18955), Mr. Prakash Naringrekar, Designated Partner, for conducting Secretarial Audit of the Company for the FY ended on March 31, 2024.

Secretarial Audit Report issued by Mr. Prakash Naringrekar in Form MR-3 forms part to this Report as "Annexure-VHâ. There are no qualification, reservation, or adverse remark or disclaimer made by the Secretarial Auditor in this report , except the following:

The immovable properties are held in the name of Company except the plots situated at Silvassa, which are in the name of Parnaxc Lab Private Limited and Naxpar Lab Private Limited, jointly. As informed, both the Companies are merged with the Company and transfer of above said plot in the name of company pursuant to merger is still pending with the District Industrial Centre of Silvaasa.

A Secretarial Compliance Report for the FY ended March 31, 2024 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, and Secretarial Audit Report of Material Subsidiary i.e. Naxpar Pharma Limited,was obtained from Mr. Prakash Naringrekar, Practising Company Secretary, and is also annexed to the annual Report.

c) Internal Auditor

As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2023-2024 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companyâs policies and ensure statutory and other compliance through, periodical checks and internal audit.

d) Internal Control System & Their Adequacy

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a regular basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

Reviews are conducted on an ongoing basis. The Internal Audit team reviews and reports to the management and the Audit Committee about compliance with internal controls, and the efficiency and effectiveness of operations as well as the key process risks.

The Audit Committee meets every quarter to review and discuss the various Internal Control System, and follows up on action plans of past significant audit issues and compliance with the audit plan.

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2024, and the Internal Financial Controls are operating effectively.

24. DEPOSITS

During the Financial Year 2023-24, The Company has not accepted any public deposit covered under Section 73 & 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Notes of the Financial Statement.

26. CREDIT RATING

During the year under review, no credit rating has been obtained by the Company.

27. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. Your Companyâs thrust is on the promotion of talent internally through job rotation and job enlargement.

28. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

29. COMPANIES THAT HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no companies/Body Corporates have become and/or ceased to be the Companyâs subsidiaries, joint ventures, or associate companies.

30. ASSET CLASSIFIED AS HELD FOR SALE

The company intends to dispose off plant and equipment pertaining to the Silvassa Factory, as it no longer intends to be utilized. It was previously utilized in its manufacturing facility. The Company is in search of a buyer for sale of plant and equipment.

31. CODE OF CONDUCT

The Company has adopted a Code of Conduct (''Code'') for the Members of the Board and Senior Management Personnel as required under Regulation 17(5) of the Listing Regulations. All the Board Members and the Senior Management Personnel have affirmed compliance of the Code. The Annual Report of the Company contains a declaration to this effect signed by the Chairman cum Director & CEO on the compliance declarations received from the members of the Board and Senior Management. Further, the Code of Conduct of the Company applicable to the Board and Senior Management Personnel is also uploaded on the Companyâs website at the web link https://naxparlab.com/wp-content/uploads/2024/02/79. CodeConductBoardDireSeniorManagePersonnelincl-ID.pdf

32. CEO & CFO CERTIFICATION

In terms of Listing Regulations, the certification by the Managing Director and the Chief Financial Officer is annexed to this Annual Report as "Annexure Vâ.

33. TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

In light of the aforesaid provisions, the Company was not required to transfer unclaimed /unpaid dividend amount to IEPF as the Company has not declared any Interim and final dividend during the year.

34. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, no such exercise has happened.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable Secretarial Standards during the Financial year 2023-2024.

36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, Redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.

37. DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013. The financial statements have been prepared on an accrual basis under the historic cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. Disclosures on transactions with related parties, as required under the Indian Accounting Standard 24, have been incorporated in the Notes to the Accounts.

38. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

For and on behalf of the Board of Parnax Lab Limited

Sd/-

Mihir P. Shah

Date : 14th August, 2024 ^{Director and CEO}

Place : Mumbai ^DIN:00387912

Registered Office:

Gala No. 114, Bldg. No. 8,

Jogani Industrial Complex,

Chunabhatti, Mumbai-400022.

CIN: L36912MH1982PLC027925

Mar 31, 2018

DIRECTORS'' REPORT

To,

The members of Parnax Lab Limited.

The Directors have pleasure in presenting the 36^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March, 2018.

1. FINANCIAL RESULTS: (Standalone basis) Amount in ''

Particulars	For the year ended on 31^st March, 2018	For the year ended on 31^st March, 2017
Revenue from Operations	5,80,30,879	5,27,90,328
Profit/ (Loss) before Depreciation and Tax	(2,03,49,679)	(42,76,161)
Less: Depreciation	44,11,273	53,27,178
Tax Expenses	(7,63,951)	(29,32,854)
Net Profit/ (Loss) for the year	(2,39,97,001)	(66,70,485)
Add. Profit & Loss A/c Bal of Previous year	(3,93,37,577)	(3,26,67,091)
Appropriations:
Proposed Dividend	NIL	NIL
Dividend Distribution Tax - on Proposed Dividend	N.A.	N.A.
Transfer to General Reserve	NIL	NIL
Balance c/fd to Balance Sheet as at 31.03.2018.	(6,26,79,774)	(3,93,37,577)

2. STATEMENT OF COMPANY''S AFFAIRS:

During the year the net income from operations on standalone basis Increased from 527.90 lakh to 580.34 lakh. The Company is hopeful to improve the result in coming years.

3. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended on 31st March, 2018.

4. TRANSFER TO RESERVES:

The Company has not transferred amount to any reserve.

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

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure I to this Report.

6. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration), Rules 2014 are as per Annexure II to this Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented as a separate section as Annexure III forming part of this Annual Report.

8. SUBSIDIARY COMPANY:

The Company has one Subsidiary Company as on March 31, 2018 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2017-18 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

The related party transactions were at arm''s length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure V to this Report. The policy on Related Party Transactions is available on Companyâs website- www.naxparlab.com.

10. PARTICULARS OF REMUNERATION:

In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure VI however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.

11. DEPOSITS:

During the Financial Year 2017-18 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.

12. CORPORATE SOCIAL RESPONSIBILITY:

13. DISCLOSURE REQUIREMENTS

Policy on dealing with related party transactions is available on the website of the Company at the link:www.naxparlab.com

14. BOARD OF DIRECTORS:

During the year 2017-18, there were no changes in the Composition of Board of Directors.

However, Ms. Bhoomi Thakkar has been appointed as Company Secretary and Compliance Officer w.e.f. 15th June, 2018.

At the ensuing 36th (Thirty Sixth) Annual General Meeting of the Company the Director Mr. Baiju Shah (DIN 00440806) is liable to retire by rotation and being eligible offers himself for re-appointment. Board recommends his re-appointment to the members for consideration in the ensuing 36th Annual General Meeting.

15. NUMBER OF MEETINGS OF THE BOARD:

Eight (8) Board Meetings were held during the year 2017-18 pursuant to Section 173 (1) of Companies Act, 2013 on 30th May 2017, 14th August 2017, 14th September, 2017, 29th September, 2017, 14th November 2017, 14th December 2017, 14th February 2018 and 30th March 2018.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31stMarch, 2018, the applicable accounting standards have been followed and there are not material departures from the same.,

(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 on 31st March, 2018 and the profit and loss of the Company for that period.,

(d) the Directors have prepared Accounts on ''going concernâ basis., and

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

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

17. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Companyâs website on www.naxparlab.com.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Notes of the Financial Statement.

During the year the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

21. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance and working of its Committees. The Boardâs functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

22. STATUTORY AUDITORS:

In the Annual General Meeting held on September 29, 2017, M/s Ladha Singhal & Associates. (Firmâs Registration No. 120241W) were appointed as Statutory Auditors of the Company to hold office till conclusion of 39th Annual General Meeting. In accordance with Companies (Amendment) Act, 2017, the provision with regard to ratification of appointment of Auditors at every Annual General Meeting prescribed under the first proviso to sub-section (1) of section 139 of the Companies Act, 2013 is omitted from the financial year 2018-19 onwards.

23. COMMENTS ON AUDIT REPORTS:

There are no qualifications, reservation or adverse remark or disclaimer made by M/s Ladha Singhal & Associates, Chartered Accountants audit report for the year ended on 31st March, 2018.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Secretarial Auditor has mentioned in the Secretarial Audit report that there was no Company Secretary in the Financial Year 2017-18. However, the said Vacancy was filled up by the Board of Directors w.e.f 15th June, 2018.

24. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2018-2019 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companyâs policies and ensure statutory and other compliance through, periodical checks and internal audit.

25. SECRETARIAL AUDITORS REPORT:

The Secretarial Audit Report of M/s HS Associates, Company Secretaries for the year ended on 31st March, 2018 is attached to this report as Annexure VII. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2019.

26. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Sr. No.	Particulars	No. of Meetings held
1.	Audit Committee	Five
2.	Stakeholderâs Relationship Committee	Four
3.	Nomination & Remuneration Committee	Four

27. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:

I. Audit Committee:

1. Mr. Vinayak Desai - Chairman

2. Mr. Manhar Jhavari - Member

3. Mr. Baiju M. Shah - Member

II. Stakeholder''s Relationship Committee

1. Mr. Vinayak Desai - Chairman

2. Mr. Manhar Jhavari - Member

3. Mr. Baiju M. Shah - Member

III. Nomination & Remuneration Committee

1. Mr. Vinayak Desai - Chairman

2. Mr. Manhar Jhavari - Member

3. Mr. Ami M. Shah - Member

28. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violations of Companyâs Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Companyâs Website www.naxparlab.com.

29. CORPORATE GOVERNANCE:

The Company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations,2015 and the Paid-up capital of the Company was below Rs. 10/- Crores and net worth was below Rs. 25/- Crores as on the last day of the previous financial year. Hence, Corporate Governance Report is not applicable to the Company.

30. POLICIES:

31. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2018 and the Internal Financial Controls are operating effectively.

32. ASSET CLASSIFIED AS HELD FOR SALE:

The company intends to dispose of immovable / movable properties pertaining to the Silvassa Factory, as it no longer intends to be utilized. It was previously utilized in its manufacturing facility. The Company is in search of a buyer for sale of immovable / movable properties. An impairment loss has been recognized on reclassification of the Property, Plant & Equipment as held for sale and the Company expects to realise fair value less cost to sell to be higher than carrying amount.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable Secretarial Standards during the Financial year 2017-2018.

34. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

35. ACKNOWLEDGMENT:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

For and on behalf of the Board of Parnax Lab Limited

Sd/-

Date : 14^th August 2018 ^{Prakash M}. ^Shah

Place : Mumbai ^Chairman & ^CEO

(DIN 00440980)

Mar 31, 2016

To,

The members of Parnax Lab Limited.

The Directors have pleasure in presenting the 34^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March, 2016.

1. FINANCIAL RESULTS: (Standalone basis)

Rs. In lacs

Particulars	For the year ended on 31^st March, 2016	For the year ended on 31^st March, 2015
Revenue from Operations	788.99	1663.11
Profit before Depreciation and Tax	(83.12)	(95.56)
Less: Depreciation	59.51	79.85
Tax Expenses	(41.15)	(55.62)
Net Profit for the year	(101.49)	(119.79)
Add. Profit & Loss A/c Bal of Previous year	(225.15)	(105.36)
Appropriations:
Proposed Dividend	NIL	NIL
Dividend Distribution Tax - on Proposed Dividend	N.A.	N.A.
Transfer to General Reserve	NIL	NIL
Balance c/fd to Balance Sheet as at 31.03.2016.	(326.64)	(225.15)

2. STATEMENT OF COMPANY''S AFFAIRS:

During the year the net income from operations on standalone basis declined from 1663.11 lacs to 788.99 lacs. Due to increase in operational cost the profit from operations also got reduced. However, Layoff was declared at the Silvassa Plant due to which the production activities has been suspended in view of the same company has entered into necessary initial negotiations with the workers and directors are also taking optimum efforts to increase the profits through aggressive sales campaign.

3. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended on 31st March, 2016.

4. VARIATION IN THE OBJECTS OF UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT OF 28,00,000 EQUITY SHARES:

The amount raised in the preferential issue was utilized for business purposes other than the one''s set out in the Offer Document. However, no specific approval from the shareholders to utilize the same as per the new objects of the Company was obtained. Hence, the board of Directors request the shareholders to ratify the utilization of funds raised in the said preferential issue which has benefited the Company in registering phenomenal growth over a period of last six years. The Board has placed the same before the shareholders for their approval in the ensuing Annual General Meeting.

5. TRANSFER TO RESERVES:

The Company has not transferred amount to any reserve.

6. PARTICULARS OF REMUNERATION:

In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure VII however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.

7. SUBSIDIARY COMPANY:

The Company has one SubsidiaryCompany as on March 31st 2016 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company.

8. DEPOSITS:

During the Financial Year 2015-16 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.

9. CORPORATE SOCIAL RESPONSIBILITY:

10. DISCLOSURE REQUIREMENTS

Details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at the link:www.naxparlab.com

Policy on dealing with related party transactions is available on the website of the Company at the link: www.naxparlab.com

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

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure I to this Report.

12. BOARD OF DIRECTORS:

During the year 2015-16 Mr. Prakash M Shah (Holding DIN-00440980) was appointed as a Chairman of the Company and Mr. Baiju M Shah (Holding DIN 00440806) is appointed as a Managing Director of the Company.

At the ensuing 34th (Thirty Fourth) Annual General Meeting of the Company the Director Mrs. Ami Mihir Shah (Having DIN 03101049) is liable to retire by rotation and being eligible offers themselves for re-appointment. Board recommends their re-appointment to the members for consideration in the ensuing 34thAnnual General Meeting.

13. EXTRACT OF ANNUAL RETURN:

14. NUMBER OF MEETINGS OF THE BOARD:

Five Board Meetings were held during the year 2015-16 pursuant to Section 173 (1) of Companies Act, 2013 on 29th May 2015,14th August 2015,09th November 2015,12th February 2016 and 31st March 2016. The further details regarding Board Meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented as a separate section as Annexure III forming part of this Annual Report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31st March, 2016, the applicable accounting standards have been followed and there are not material departures from the same.,

(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 on 31st March, 2016 and the profit and loss of the Company for that period.,

(d) the Directors have prepared Accounts on ''going concernâ basis., and

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

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

17. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. NOMINATION AND REMUNERATION COMMITTEE:

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As on 31st March, 2016 there was no outstanding balance or transactions with respect to the Mutual Fund Investments.

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Notes of the Financial Statement.

During the year the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2015-16 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

The related party transactions were at armâs length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure V to this Report. The policy on Related Party Transactions is available on Companyâs website- www.naxparlab.com.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. During the year the company has received the summon seeking information from SEBI however the requisite reply was made except this there

22. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) and Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors individually. At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.

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

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

23. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

24. CORPORATE GOVERNANCE:

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report as ANNEXURE -VI.

25. STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s Ladha Singhal & Associates. (Membership No: 104151) hold office until the conclusion of forthcoming 34th Annual General Meeting of the Company and are eligible for re-appointment. The Board has received necessary Certificate from Statutory Auditors and the Audit Committee has recommended their re-appointment. Hence the Board hereby recommend to the members the re-appointment of Statutory Auditors till the conclusion of 34th Annual General Meeting of the Company subject to the ratification of appointment by the members at respective Annual General Meetings.

26. COMMENTS ON AUDIT REPORTS:

There are no qualifications, reservation or adverse remark or disclaimer made by M/s Ladha Singhal & Associates, Chartered Accountants audit report for the year ended on 31st March, 2016.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

27. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2016-2017 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companyâs policies and ensure statutory and other compliance through, periodical checks and internal audit.

28. SECRETARIAL AUDITORS& REPORT:

The Secretarial Audit Report of M/s HS Associates, Company Secretaries for the year ended on 31st March, 2016. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2017.

29. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings and its Compositions are incorporated in the Board of Directors section of Corporate Governance Report annexed to this Report.

30. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy I.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Companyâs Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Companyâs Website www.naxparlab.com.

31. POLICIES:

32. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2016 and the Internal Financial Controls are operating effectively.

33. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

34. ACKNOWLEDGEMENTS:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

For and on behalf of the Board

of Parnax Lab Limited

Date : 12^th August 2016 Managing Director Cum CFO Chairman Cum CEO

Baiju Mahasukhlal Shah Prakash Mahasukhlal Shah

(DIN 00440806) (DIN 00440980)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Standalone basis)

Rs. In lacs

Particulars For the year For the year ended on ended on 31st March, 31st March, 2015 2014

Revenue from Operations 1663.11 1903.02

Profit before Depreciation and Tax 45.88 96.23

Less : Depreciation 79.85 80.49

Tax Expenses (55.62) (25.24)

Net Profit for the year

Add. Profit & Loss A/c Bal of (121.39) (39.4823) Previous year

Appropriations:

Proposed Dividend NIL NIL

Dividend Distribution Tax - on Proposed Dividend N.A. N.A.

Transfer to General Reserve NIL NIL

Balance c/fd to Balance Sheet as at 31.03.2015. (119.79) (121.39)

2. STATEMENT OF COMPANY'S AFFAIRS:

During the year the net income from operations on standalone basis declined marginally from 1903.02 lacs to 1663.11 lacs. Due to increase in operational cost the profit from operations got reduced. Your Directors are taking optimum efforts to increase the profits through aggressive sales campaign.

3. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended on 31st March, 2015.

4. TRANSFER TO RESERVES:

The Company has not transferred amount to any reserve.

5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The relations between Company and its employees being cordial and no instance of any Industrial Dispute reported during the year 2014-15. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The required disclosures with respect to Remuneration and other details of employees are available at the registered office of the company during working hours:

Monday to Saturday 10.00 AM to 06.30 PM. (Excluding Public Holidays)

6. SUBSIDIARY COMPANY:

The Company has one Subsidiary Company as on March 31, 2015 namely Naxpar Pharma Private Limited. There has been no material change in the nature of business of the subsidiary company.

Pursuant to the provision of Section 129(3) of the act, a statement containing silent features of the financial statements of the company's subsidiary in Form AOC-1 is attached to the financial Statements of the Company.

7. DEPOSITS:

During the Financial Year 2014-15 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.

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

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure - I to this Report

9. BOARD OF DIRECTORS:

During the year 2014-15 Mrs. Ami Mihir Shah (Holding DIN-03101049) is appointed as an Additional Director/Woman Director of the Company w.e.f. 31st March 2015 and Mr. T.V. Anantharaman (Holding DIN 07147028) is appointed as an Additional Independent Director of the Company w.e.f. 31st March 2015 Subject to approval of Shareholder in 33rd Annual General Meeting.

At the ensuing 33rdAnnual General Meeting of the Company the Directors Mr. Baiju Mahasukhlal Shah (Having DIN 00440806) is liable to retire by rotation and being eligible offers themselves for re-appointment. Board recommends their re-appointment to the members for consideration in the ensuing 33rd Annual General Meeting.

10. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration) , Rules 2014 are as per Annexure - II to this Report.

11. NUMBER OF MEETINGS OF THE BOARD:

Five Board Meetings were held during the year 2014-15 pursuant to Section 173 (1) of Companies Act, 2013 on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015 and 31st March 2015. The further details regarding Board Meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are not material departures from the same.,

(b) the 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 on 31st March, 2015 and the profit and loss of the Company for that period.,

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

(d) the Directors have prepared Accounts on 'going concern' basis., and

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

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

13. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

As per the declarations received from Independent Directors their appointment as an Independent Director of the Company was in compliance with Section 149 (6) of the Companies Act, 2013, and

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) 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.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company's website on www.naxparlab.com. The other details with respect to Committee composition and meetings are given in Board of Directors Section of Corporate Governance Report annexed to this Report.

15. COMMENTS ON AUDIT REPORTS:

There are no qualification, reservation or adverse remark or disclaimer made by M/s Ladha Singhal & Associates, Chartered Accountants and by M/s. HS Associates, Company Secretary in Practice in his secretarial audit report for the year ended on 31st March, 2015.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As on 31st March, 2015 there was no outstanding balance or transactions with respect to the Mutual Fund Investments.

During the year the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2014-15 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

The related party transactions were at arm's length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure - III to this Report. The policy on Related Party Transactions is available on Company's website- www.naxparlab.com.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Directors were reviewed during the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013.

The separate meeting of an Independent Directors were held during the year to evaluate the performance of other Non- Independent Directors and of the Board as a whole, also the performance of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory as during the year 2014-15.

20. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance along with necessary certificates and Statement of Management Discussion and Analysis are annexed to this report as Annexure - IV.

21. STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s Ladha Singhal & Associates. (Membership No: 104151) hold office until the conclusion of forthcoming 33rd Annual General Meeting of the Company and are eligible for re-appointment. The Board has received necessary Certificate from Statutory Auditors and the Audit Committee has recommended their re-appointment. Hence the Board hereby recommend to the members the re-appointment of Statutory Auditors till the conclusion of 34rd Annual General Meeting of the Company subject to the ratification of appointment by the members at respective Annual General Meetings.

22. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013. The Company has appointed M/s P S D & Associates, Chartered Accountants, as the internal auditors for the financial year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

23. SECRETARIAL AUDITORS & REPORT:

The Secretarial Audit Report as Annexed to this report as Annexure-V by M/s HS Associates, Company Secretaries for the year ended on 31st March, 2015 does not contain any adverse or qualifying remarks. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2016.

24. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and Listing Agreement with Stock Exchanges. The Committees of the Board are Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings and its Compositions are incorporated in the Board of Directors section of Corporate Governance Report annexed to this Report.

25. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company's Website www.naxparlab.com.

26. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2015 and the Internal Financial Controls are operating effectively.

27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.

28. ACKNOWLEDGMENTS:

The Board of Directors hereby express thanks to all the Shareholders, Customers, Suppliers, Associates, Employees and various Authorities for extending their valued support and patronage to the Company.

For and on behalf of the Board Prakash Mahasukhlal Shah

Date: 14 August 2015 (DIN 00440980) Mumbal Chairman

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting 32nd Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2014.

1. Financial results

The financial results are briefly indicated below:

Particulars Year ended on Year ended on 31-03-2014 31-03-2013 Amount in Rs. Amount in Rs.

Total Income 179,415,422.94 259,051,392.46

Other Income 10,887,225.68 9,428,331

Depreciation 8,048,853.00 7,473,943.44

Net Profit/(Loss) before Tax (14,662,924.31) (4,740,420.53)

Less: Provision for Taxation (2,523,540) (792,190)

Net Profit/(Loss) after Tax (12,139,384.31) (3,948,230.53)

2. Business operations:

In the current financial year, your Company reported Turnover of Rs. 194,437,087/- (Rupees Nineteen crore forty four lakh thirty seven thousand and eighty seven only) as against Rs. 277,263,766 /- (Rupees twenty seven crore seventy two lacs sixty three thousand seven hundred and sixty six only) in the financial year 2012-13. There was substantial decrease in the net revenue operations and other income, and total expenditure accounted more than revenue resulting in loss after tax of Rs. 12,139,385/- (Rupees one crore twenty one lakh thirty nine thousand three hundred and eighty five only) as against Rs. 3,948,231/- (Rupees thirty nine lacs forty eight thousand two hundred and thirty one only) in the financial year 2012-13.

3. Dividend:

Considering loss in the current year, your directors do not recommend any dividend.

4. Fixed deposits:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

5. Subsidiary:

The financial performance of the subsidiary company ''Naxpar Pharma Private Limited'' is highlighted below:

Naxpar Pharma Pvt Ltd is engaged in the business of formulations of Liquid Orals, Ointments & External Powders. During the year 2012-2013, company reported revenue from operations amounting to Rs. 50,68,04,290.98/- as against Rs. 30,02,09,327.48/- in the previous year and recorded profit of Rs.370,76,313.44/- as against previous year profit of Rs.210,44,952.82

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. Thereby company has not attached the Balance Sheet of the Subsidiary Company.

Shareholders who wish to have a copy of the annual accounts and other related information of the Subsidiary Company will be provided the same on receipt of a written request from them. The annual accounts of the Subsidiary Company will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

6. Consolidated accounts:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the Bombay Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

7. Composition of board of directors:

Mr Prakash Shah, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting. Further, there has been appointment of Mr Manharbhai Jhavari and Mr Vindyak Desai as the Independent directors for the period of five years i.e. up to March 31, 2019.

8. Director''s responsibility statement:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

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

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

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

9. Stock exchange requirements:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2015.

10. Conservation of energy, technological absorption & foreign exchange:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure I forming part of this Report.

11. Foreign exchange earnings and outgoings:

The details of the foreign exchange transactions are given below:

(In Rupees)

Particulars 2013-2014 2012-2013

Total Foreign Exchange Earned 9,48,68,191 13,51,27,490

Total Foreign Exchange Used 6,26,103 5,51,450

12. Particulars of employees:

There were no employees during the whole or part of the year receiving remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 and rules made thereunder.

13. Corporate governance code:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as Annexure - II

14. Committees of board:

Board has constituted Committees pursuant to Clause 49 of Listing Agreement with Stock Exchange. The Audit Committee and the Shareholders Committee are constituted by the Board comprising of 3 members as per Clause 49 of Listing Agreement with Stock Exchange.

15. Appointment of Cost Auditor and Secretarial Auditor

The Board has appointed Mr Ankit Chande as the cost auditor and HS Associates as the Secretarial auditor of the company for theyear 2014-15.

16. Re-appointment of statutory auditors:

The Auditors, M/s. Ladha Singhal & Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

17. Auditors'' report:

The Auditors'' Report to the Shareholders does not contain any qualification.

18. Acknowledgments:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

For and on behalf of Board

Sd/- Prakash Shah Whole Time Director & CEO (DIN 00440980) Place: Mumbai Date: August 14, 2014

Mar 31, 2013

To The Members of Parnax Lab Limited

The Directors have great pleasure in presenting 31st ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2013.

1. Financial results:

The financial results are briefly indicated below:

(Rupees)

Year Ended Particulars March 31, 2013 March 31, 2012

Revenue From Operations 259,051,392 558,787,713

Other Income 9,428,331 5,808,235

Total Expenditure 273,220,144 641,270,503

(Loss) Before Taxes (4,740,421) (76,674,554)

Less: Provision for Income Tax (net off short/(excess) provision for earlier years) (792,190) 24,186,268

(Loss) After Taxes (3,948,231) (52,488,286)

2. Business operations:

In the current financial year, your Company reported Turnover of Rs. 277,263,766/- (Rupees twenty seven crore seventy two lacs sixty three thousand seven hundred and sixty six only) as against Rs. 574,338,781/- (Rupees fifty seven crore forty three lacs thirty eight thousand seven hundred and eighty one only) in the financial year 2011-12. There was substantial decrease in the net revenue operations and other income, and total expenditure accounted more than revenue resulting in loss after tax of Rs. 3,948,231/- (Rupees thirty nine lacs forty eight thousand two hundred and thirty one only) as against Rs. 52,488,286/- (Rupees five crore twenty four lacs eighty eight thousand two hundred and eighty six only) in the financial year 2011-12.

3. Dividend:

Considering loss in the current year, your directors do not recommend any dividend.

4. Fixed deposits:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

5. Subsidiary:

Pursuant to approval of scheme of amalgamation, Naxpar Pharma Pvt Ltd became the subsidiary company of the Company; the financial performance of the subsidiary company is highlighted below:

Naxpar Pharma Pvt Ltd is engaged in the business of formulations of Liquid Orals, Capsules, Ointments, External Powders and Tablets. During the year 2012-2013, company reported revenue from operations amounting to Rs. 300,209,327/- as against Rs. 371,856,358/- in the previous year and recorded profit of Rs. 21,044,951/- as against previous year profit of Rs. 24,526,927.

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. Thereby company has not attached the Balance Sheet of the Subsidiary Company.

Shareholders who wish to have a copy of the annual accounts and other related information of the Subsidiary Company will be provided the same on receipt of a written request from them. The annual accounts of the Subsidiary Company will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

6. Consolidated accounts:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the Bombay Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

7. Composition of board of directors:

In accordance with the articles of association, Mr. Manharbhai Jhavari, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

8. Director''s responsibility statement:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

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

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

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

9. Stock exchange requirements:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2014.

10. Conservation of energy, technological absorption & foreign exchange:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure I forming part of this Report.

11. Particulars of employees:

There were no employees during the whole or part of the year receiving remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 and rules made there under.

12. Corporate governance code:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as Annexure Â II and III respectively.

13. Committees of board:

Board has constituted Committees pursuant to Clause 49 of Listing Agreement with Stock Exchange. The Audit Committee and the Shareholders Committee are constituted by the Board comprising of 3 members as per Clause 49 of Listing Agreement with Stock Exchange.

14. Re-appointment of statutory auditors:

The Auditors, M/s. Ladha Singhal & Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

15. Auditors'' report:

The Auditors'' Report to the Shareholders does not contain any qualification.

16. Acknowledgments:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

By order of the board

Sd/-

Place: Mumbai Prakash M. Shah

Date: August 14, 2013 Chairman & Whole time Director

Mar 31, 2012

TO, THE MEMBERS PARNAX LAB LIMITED

The Directors have great pleasure in presenting 30th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

The financial results are briefly indicated below:

(Rupees)

PARTICULARS YEAR ENDED March 31, 2012 March 31, 2011

Revenue From Operations 558,787,713 NIL

Other Income 5,808,235 NIL

Total Expenditure 641,270,503 577,521

(Loss) Before Taxes (76,674,554) (577,521)

Less: Provision for Income Tax (net off 24,186,268 NIL short/(excess) provision for earlier years)

(Loss) After Taxes (52,488,286) (577,521)

Previous Year Balance Brought Forward (2,472,637) (1,895,117)

Balance Brought Forward On Merger 60,512,935 NIL

Balance Carried to Balance Sheet 5,552,012 (2,472,637)

2. BUSINESS OPERATIONS:

Pursuant to approval of scheme of amalgamation between Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd with the Company, the Annual Financial Results of the Company were prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and accounting treatment specified in the duly approved scheme of amalgamation. On account of merger, there was substantial increase in the net revenue operations and other income, however total expenditure accounted more than revenue resulting in loss after tax of Rs. 52,488,286. The accumulated profit from the merged entity accounted at Rs. 60,512,935 which was over and above the earlier retained earnings of the Company and current year loss, ultimately resulting into surplus retained earnings of Rs. 5,552,012. The Company as a part of restructuring exited the current business of Trade and Investment and ventured into Pharmaceutical Business as it is more conducive considering the higher opportunity to grow thereby contributing higher value for shareholder, less prone to risk and more profitable as compared to Trade and Investment activity. For entering into pharmacy business shareholders' approval by Postal ballot was accorded in terms of section 17 and 149 (2A) of the Companies Act, 1956.

3. DIVIDEND:

Considering loss in the current year, your directors do not recommend any dividend.

4. FIXED DEPOSITS:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

5. SUBSIDIARY:

Pursuant to approval of scheme of amalgamation between Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd with the Company, Naxpar Pharma Pvt Ltd became the subsidiary company of the Company; the financial performance of the subsidiary company is highlighted below:

Naxpar Pharma Pvt Ltd is engaged in the business of formulations of Liquid Orals, Capsules, Ointments, External Powders and Tablets. During the year 2011-2012, company reported revenue from operations amounting to Rs. 371,856,358 as against Rs. 275,847,719 in the previous year and recorded profit of Rs. 24,526,927 as against previous year profit of Rs. 5,974,029.

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. As required under the circular, the Board of

Directors at its meeting held on January 16, 2012, passed a resolution giving consent for not attaching the Balance Sheet of the Subsidiary Company.

Shareholders who wish to have a copy of the annual accounts and other related information of the Subsidiary Company will be provided the same on receipt of a written request from them. The annual accounts of the Subsidiary Company will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

6. CONSOLIDATED ACCOUNTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the Bombay Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

7. COMPOSITION OF BOARD OF DIRECTORS:

In accordance with the articles of association, Mr. Baiju Shah, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

8. DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

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

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

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

9. AMALGAMAMTION OF NAXPAR LAB PVT LTD AND PARNAX LAB PVT LTD WITH THE COMPANY:

Scheme of amalgamation between Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd with the Company was approved by Hon'ble High Court of Bombay vide order no. 446 of 2011 dated December 2, 2011 and subsequent to said approval the entire undertakings belonging to Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd as on the appointed date i.e. November 1, 2010 were transferred to the Company in terms of the scheme of amalgamation.

10. INCREASE IN AUTHORISED AND PAID UP CAPITAL ON AMALGAMATION

- AUTHORISED CAPITAL

In terms of clause 12.1 of the duly approved scheme of amalgamation, the entire authorised capital of the Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd, the transferor companies was clubbed with the authorised share capital of the Company, thereby augmenting the authorised capital from Rs. 77,500,000/- (Rupees Seven Crores Seventy Five Lakhs Only) divided into 7,750,000 (Seventy Seven Lakhs Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 100,000,000 (Rupees Ten Crores Only) divided into 10,000,000 (One Crore Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

- PAID UP CAPITAL

In terms of clause 9.1 and 9.2 of the duly approved scheme of amalgamation, equity shares in the ratio of 3:5 and 1:6 were issued to the shareholders of Naxpar Lab Pvt Ltd and Parnax Lab Pvt Ltd respectively on January 16, 2012, thereby augmenting the paid up equity capital from Rs. 32,000,000 (Rupees Three Crores Twenty Lakhs Only) divided into 3,200,000 (Thirty Two Lakhs) of Rs. 10/- (Rupees Ten Only) each to Rs. 85,048,660 (Rupees Eight Crores Fifty Lakhs forty Eight Thousand Six Hundred Sixty Only) divided into 8,504,866 (Eighty Five Lakhs Four Thousand Eight Hundred Sixty Six Only) of Rs. 10/- (Rupees Ten Only).

- CHANGE OF NAME

Consequent to entry in the Pharmaceutical Business, name of the Company was changed to 'Parnax Lab Limited' after obtaining necessary approval of Registrar of Companies, Mumbai and shareholders under section 21 of the Companies Act, 1956. The consent of the shareholders was sought by sending notice under section 192 (2A) of the Companies Act, 1956 i.e. passing of resolution by postal ballot and rules made thereunder. In compliance with the said section, Mr. Hemant Shetye, Practicing Company Secretary was appointed as scrutinizer in this regard and had submitted his report stating the resolution pertaining to name change was passed unanimously, thereafter necessary forms were filed with the Registrar of Companies Mumbai and certificate approving name change was received on April 11, 2012.

11. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2013.

12. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure I forming part of this Report.

13. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year receiving remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956 and rules made thereunder.

14. CORPORATE GOVERNANCE CODE:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as Annexure - II and III respectively.

15. COMMITTEES OF BOARD:

Board has constituted Committees pursuant to Clause 49 of Listing Agreement with Stock Exchange. The Audit Committee and the Shareholders Committee are constituted by the Board comprising of 3 members as per Clause 49 of Listing Agreement with Stock Exchange.

16. RE-APPOINTMNET OF STATUTORY AUDITORS:

The Auditors, M/s. Ladha Singhal & Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

17. AUDITORS' REPORT:

The Auditors' Report to the Shareholders does not contain any qualification.

18. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

PLACE: MUMBAI BY ORDER OF THE BOARD

DATE: JULY 6, 2012 SD/-

PRAKASH SHAH

CHAIRMAN AND WHOLE TIME DIRECTOR

Mar 31, 2010

The Directors have great pleasure in presenting 28th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Rupees)

YEAR ENDED

PARTICULARS 31st March 31st March 2010 2009

Total Income 65,752 40,000

Total Expenditure 2,66,119 2,35,141

Profit (Loss) before Taxes (2,00,367) (1,95,141)

Less: Provision for Income Tax (net off short/ (excess) NIL NIL provision for earlier years)

Profit (Loss) After Taxes (2,00,367) (1,95,141)

Previous Year Balance Brought Forward (16,94,749) (14,99,608)

Balance carried to Balance Sheet (18,95,117) (16,94,749)

2. DIVIDEND:

In view of the carried forward losses, your directors do not recommend any dividend.

3. FIXED DEPOSITS:

The Company has not accepted public deposits within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under.

4. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company.

5. DIRECTORS:

Following were appointed as director:

>ÃÂ¦ Mr. Mahesh G. Naidu as additional director with effect from January 20,2010 and as executive director w.e.f August 1,2010

>ÃÂ¦ Mr. K. Gopalkrishnan and Mr. Vinayak B. Desai as additional director with effect from August 1,2010.

In terms of Section 260 of the Companies Act, 1956, their term expires at the ensuing Annual General Meeting. Their candidature for the appointment as Director of the Company is proposed to be placed for approval of the shareholders at the ensuing Annual General Meeting.

Further, Mr. Rasik J Chaturvedi, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The members are requested to re-appoint him in the ensuing Annual General Meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

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

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

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

7. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by M/s. HS Associates, Company Secretaries, is annexed hereto.

8. SHARE CAPITAL:

During the year the authorised share capital was increased from Rs.30,000,000/- (Three Crores Only) divided into 3,000,000 (Thirty Lakhs) equity shares of Rs. 10/- each to Rs. 40,000,000 (Four Crores Only) divided into 4,000,000(Forty Lakhs) equity shares of Rs. 10/- each.

The Paid up share capital was also increased from Rs. 4,000,000/- (Forty Lakhs Only) to Rs.32,000,000/- (Three Crores Twenty Lakhs Only) by way of preferential allotment dated April 8,2010 pursuant to section 81 (1 A) of the Companies Act, 1956.

9. CHANGE IN REGISTERED OFFICE:

The Company has shifted its registered office from 136, Greet Western Building, Nagindas Master Road, Extension, Fort to 107, Bldg No. 9, Jogani Industrial Complex, Chunabhatti, Mumbai - 400 022 w.e.f. 1st August, 2010, after complying with the necessary provisions of the Companies Act, 1956 and Listing agreement.

10. CORPORATE GOVERNANCE CODE:

The corporate governance code is mandatory for the listed companies having paid up capital of Rs. 3,00,00,000/- (Three Crores) or more. Since the paid up capital of the Company as on March 31, 2010 is Rs. 40,00,000 (Forty Lakhs) i.e. below the aforesaid limit, the Corporate Governance code is not mandatory to the Company.

However, considering the privilege of the corporate governance code, the company is keen to adopt and comply with the code from the financial year starting from April 2010.

11. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, Mumbai your company has paid listing fees till March, 2011.

12. AUDITORS:

M/s. Koshal & Associates, Chartered Accountants, Thane, Statutory Auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

13. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE:

Since the Company does not carry out any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars) Rules, 1988 are not applicable.

Further, as per the requirement of aforesaid rules, the Company hereby specifies that there were no foreign exchange transactions during the year.

14. PARTICULARS OF EMPLOYEES:

In accordance with the provision of Section 217(2A) of the Companies Act, 1956, read with the Companies Particulars of Employees Rules, 1975, there were no employees during the whole or part of the year that were in receipt of remuneration in excess of limits as mentioned in the said section and hence no details are given as such.

15. EXPLANATION TO QUALIFICATION POINT NO. (VIII IN ANNEXURE TO AUDITORS REPORT;

The Management has taken it into consideration and assures the establishment of formal internal audit system from the financial year ended March 31,2010.

16. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

BY ORDER OF THE BOARD

Sd/- DATE: JULY 31,2010 PETER THOMAS

PLACE: MUMBAI CHAIRMAN AND DIRECTOR

Mar 31, 2004

The Directors present the 22nd Annual Report together with audited Statement of Accounts for the year ended 31st March 2004.

FINANCIAL RESULTS :

Amount in (Rs) Amount in(Rs) 31.3.2004 31.3.2003

Profit/(Loss) for the year (26,065) (2,10.812)

Add: Debit Balance brought forward from (30,21,654) (28,10,842) previous year

Credit/(Debit) Balance Carried to Balance Sheet (30,47,719) (30,21,654)

DIVIDEND:

In view of the losses, incurred your Directors do not recommend any Dividend.

In accordance with the provisions of the Companies Act, 1956 and as per provisions of the Articles of Association of the Company, Shri Peter Thomas retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS:

Shri. Santosh Joshi has resigned from the Board of Directors w.e.f. 28/08/2004. The Board of Directors place on record its appreciation for the valuable guidance extended by him during the course of the association with the company.

Shri. Rajendra Chaturvedi has been appointed as additional director w.e.f. 25/08/2004 and holds the office upto the date of the forthcoming Annual General Meeting of the company.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 2000, the directors confirm that :

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

ii) appropriate accounting policies have been selected and applied consistently, and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2004 and of the Loss of the company for the said period have been made;

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

iv) the annual accounts have been prepared on a going concern basis.

PERSONNEL,ENERGY,TECHNOLOGY AND FOREIGN EXCHANGE

1. There were no employees in receipt of remuneration as specified u/s 217(2A) of the Companies Act. 1956.

2. The particulars required by the Companies (Disclosure of Particulars in reports of Board of Directors) pursuant to Section 217 (I) (e) with regard to Conservation of Energy and Technological Absorption are not applicable to the Company.

3. There arc no earnings or outgoings in foreign exchange during the year.

AUDITORS :

The Auditors of the Company M/s Agrawal & Jindal hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. The Company has received certificate from the Auditors that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

ON BEHALF OP THE BOARD

DIRECTOR DIRECTOR

PLACE : Mumbai DATE : 31.08.2004

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