Directors Report of Phaarmasia Ltd.

Mar 31, 2024

Your directors present their 43^rd Directors Report on the business and operations of the Company and the accounts for the financial year ended 31^st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The performance of the Company during the year ended 31^st March 2024 has been as under:

(Amounts in Lakhs)

Particulars	2023-24	2022-23
Total Income	3125.49	2800.57
Less: Total Expenses	3180.08	2943.77
Net Profit/ (Loss) Before Tax	(54.60)	(143.20)
Provision for Current Tax	0	0
Deferred Tax for the Current Year	(2.77)	(17.28)
Net Profit/(Loss) After Tax	(51.82)	(125.92)

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIRS:

During the year under review, the gross revenue of the Company increased to Rs. 3059.33 Lakhs as against the revenue of Rs. 2748.95 Lakhs in the previous year. The Company recorded a net loss of Rs. 51.82 Lakhs for the year, compared to a net loss of Rs. 125.92 Lakhs in the previous year.

Phaarmasia Limited is a manufacturing unit dedicated in manufacturing facility of Hormonal (Oral contraceptive tablets) and Combipack with Iron Tablet.

CHANGE TN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments after the closure of the financial year, which will affect the financial position of the Company.

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

DIVIDEND:

To conserve the resources in the Expansion of the business operations, your directors did not recommend any dividend during the Financial Year under review.

TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31^st March 2024.

SHARE CAPITAL:

During the year the Company has not allotted any shares.

The authorised capital of the company stands unchanged from previous year at Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 1,00,00,000 (One Crores) equity shares of Rs. 10/- (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Capital of the Company as on March 31, 2024 is Rs.6,82,69,600/-(Rupees Six Crores Eighty-Two Lakhs Sixty-Nine Thousand and Six Hundred) divided into 68,26,960 (Sixty-Eight Lakhs Twenty-Six Thousand Nine Hundred and Sixty) equity shares of Rs.10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the period under review there was no Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employees’ Stock Options Schemes.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31^st MARCH, 2024 AND DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company is duly constituted. The Board consists of Six Directors comprising of One Executive Director, Three Non-Executive Directors, and Two Independent Directors. The company has maintained an optimum combination of Executive and Non-Executive Directors.

The Board is efficient and the directors have requisite knowledge and exposure to provide requisite insights and direction to the Management of the Company.

The Directions provided to the management are actually implemented and executed through the Whole Time Director and other Directors of the company.

This structure ensures that the Board remains independent from the management in decision-making and provides valuable insights into external factors that internal employees may not have access to.

Your directors are committed to fostering a culture of leadership within the Board, with a focus on longterm vision and policy development to enhance governance quality. All actions and decisions taken by the Board are in line with the best interests of the Company.

The composition of the Board, Category, and DIN of Directors are as follows:

Board of Directors:

S. No.	Name of the Director	Designation	DIN
1.	Mr. Naga Bhaskara Rao Yallapragada	Whole-time Director	00019052
2.	Mr. Maneesh Ramakant Sapte	Director	00020450
3.	Mr. Vinay Ramakant Sapte	Director	00135085
4.	Mrs. Rashmi Vinay Sapte	Director	00334247
5.	Mr. Pravin Mohandas Hegde	Independent Director	01404954
6.	Mr. Ajit Gopal Jamkhandikar	Independent Director	08196191

Key Managerial Personnel (KMP):

S. No.	Name of the KMP	Designation
1)	Mr. Naga Bhaskara Rao Yallapragada	Whole-time Director
2)	Mr. Eswara Prasad Rao Nagineni	Chief Financial Officer
3)	Ms. Urvashi Bhatia	Company Secretary

Change in directors / Key Managerial Personnel during the year:

• The members of the Company at the Annual General meeting held on 10^th of July, 2023 have reappointed Mr. Vinay Ramakant Sapte (DIN: 00135085) as Non-Executive Director of the company owing to his office liable to retire by rotation.

• The members of the Company at the Annual General meeting held on 10^th of July, 2023 have reappointed Mr. Ajit Gopal Jamkhandikar (DIN: 08196191), as Independent Director of the company for a further period of 5 years commencing from 10^th July, 2023.

Proposed appointments / re-appointments in the 43^rd annual general meeting

• Approval of the shareholders is being sought for the appointment of Mr. Maneesh Ramakant Sapte (DIN: 00020450) Non-Executive Director of the Company, who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.

• Approval of the shareholders is being sought for the Re-appointment of Mr. Naga Bhaskara Rao Yallapragada, (DIN: 00019052) as a Whole-Time Director of the company in ensuing Annual general meeting of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directors’ Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:

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

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

b) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

c) The Directors have prepared the annual accounts on a going concern basis;

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

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.

SELECTION OF INDEPENDENT DIRECTORS:

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to the Company’s business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as an Independent Director on the Board. The Committee inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Company’s Policy for Selection of Directors and determining Directors’ independence. The Board considers the Committee’s recommendation and takes appropriate decision.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013.

In the opinion of the Board all the Independent Directors possess integrity, expertise and experience (including the proficiency) to be act as independent Director.

PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - I and forms part of this Report.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors duly met 5 (Five) times on 25.05.2023, 13.06.2023, 14.08.2023, 14.11.2023, and 13.02.2024 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The intervening gap between the meetings was not more than 120 days as prescribed under the Companies Act, 2013.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company has framed policy on Directors’ appointment and remuneration and other matters as provided in section 178(3) of the Act and is referred to while taking decisions under its purview.

FORMAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

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

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

The Board and the Nomination and Remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman also evaluated the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the chairman was evaluated, taking into account the views of Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire board, excluding the Independent Director being evaluated.

The overall performance of the Non-Executive Directors of the company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

AUDIT COMMITTEE:

Audit Committee has acted in accordance with the terms of Section 177 of the Companies Act, 2013.

(i) Recommended for appointment, remuneration and terms of appointment of auditors of the company;

(ii) Reviewed and monitored the auditor’s independence and performance, and effectiveness of audit process;

(iii) Examination of the financial statement and the auditors’ report thereon;

(iv) Approval or any subsequent modification of transactions of the company with related parties;

(v) Scrutiny of inter-corporate loans and investments; if any

(vi) Valuation of undertakings or assets of the company, wherever it is necessary;

(vii) Evaluation of internal financial controls and risk management systems;

(viii) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee consists of a combination of Executive Director and Non-Executive Independent Directors and assists the Board in fulfilling its overall responsibilities.

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies Act, 2013. The members of Audit Committee are:

Directors	Chairman/Member	Category
Mr. Pravin Mohandas Hegde	Chairman	Independent Director
Mr. Ajit Jamkhandikar	Member	Independent Director
Mr. Naga Bhaskar rao Yallapragada	Member	Whole-time Director

Audit Committee Meetings:

SI. No.	Date of meeting	Total No of Members as on the date of meeting	umber of Members ittended
1.	25.05.2023	03	03
2.	14.08.2023	03	03
3.	14.11.2023	03	03
4.	13.02.2024	03	03

The intervening gap between the meetings was not more than 120 days as prescribed under Regulation 18(2)(a) of SEBI (LODR) Reg. 2015.

NOMINATION AND REMUNERATION COMMITTEE:

The Company had constituted the Nomination and Remuneration Committee under section 178 of the Companies Act, 2013 as follows:

Directors	Chairman/Member	Category
Mr. Pravin Mohandas Hegde	Chairman	Independent Director
Mr. Ajit Jamkhandikar	Member	Independent Director
Mr. Vinay Ramakant Sapte	Member	Non-Independent & NonExecutive Director

Nomination and Remuneration Committee Meetings:

S. No.	Date of meeting	Total No of Members as on the date of meeting	Number of Members attended
1.	25.05.2023	03	03
2.	14.08.2023	03	03
3.	14.11.2023	03	03
4.	13.02.2024	03	03

Selection and Evaluation of Directors:

The Board has on the basis of the recommendations of the Nomination and Remuneration Committee, laid down following policies.

1. Policy for Determining qualifications, Positive Attributes and Independence of a Director.

2. Policy for Board & Independent Directors Evaluation

MEETING OF THE INDEPENDENT DIRECTORS

S. No.	Date of meeting	Total No of Members as on the date of meeting	Number of Members attended
1	25.05.2023	02	02

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The Company believes in a formal evaluation of the Board and of the individual Directors, on an annual basis, is a potentially effective way to respond to the demand for greater Board accountability and effectiveness. For the Company, evaluation provides an ongoing means for Directors to assess their individual and collective performance and effectiveness. In addition to greater Board accountability, evaluation of Board members helps in:

a) More effective Board processes

b) Better collaboration and communication

c) Greater clarity with regard to members roles and responsibilities

The evaluation process covers the following aspects:

• Self-evaluation of Directors

• Evaluation of the performance and effectiveness of the Board

• Evaluation of the performance and effectiveness of the committees

• Feedback from the non-executive Directors to the Chairman

• Feedback on management support to the Board.

RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively take care of the internal and external risks of the Company and ensures smooth business operations.

The Company’s risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the Company’s business growth and financial stability are assured. The Board of Directors decide the policies and ensure their implementation to ensure protection of Company from any type of risks.

STATUTORY AUDITORS:

M/s Sathuluri & Co., Chartered Accountants, were appointed as Statutory Auditors for 5 years at the 41^st Annual General Meeting held on 27^th of September, 2022 and shall hold office from the conclusion of the 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report is self-explanatory and do not call for any further comments.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 as Annexure -II to this report.

There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions with the Company.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary (Membership No. A5868 and COP No.: 2886) has been appointed as Secretarial Auditor of the Company for the financial year.

Secretarial Audit Report as provided by Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary is enclosed as Annexure III to this report.

The following are the Comments of Secretarial Auditor and Management response to the same:

S No.	Comments from Secretarial Auditor	Management response
1.	During the period under review, the Company has filed certain forms with additional Fees which were taken on record by the Registrar of Companies, Telangana.	The company acknowledges the filing of forms with additional fees. These instances were due to the need for timely compliance, and we are taking steps to ensure that future filings are completed within the prescribed deadlines to avoid additional charges.
2.	Regulation 46 of SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 Company shall maintain a functional website containing the basic information about the listed entity. However, the company has not updated its website.	The company recognizes the importance of maintaining an updated website as per Regulation 46 (Listing obligation and Disclosure Requirements) Regulation, 2015. We are currently in the process of updating the website to ensure it meets all regulatory requirements and reflects the most current information.
3.	During the period under review, there was a delay in the submission of the annual report with BSE, for which the company paid a fine to Stock Exchanges.	We acknowledge the delay in the submission of the annual report. The company has duly paid the penalty to BSE and is implementing measures to prevent such delays in the future, including improved tracking and adherence to submission deadlines.
4.	During the period under review, the company received a few discrepancies from the stock exchange, and revised filings were submitted accordingly.	The company has addressed the discrepancies received from the stock exchange and has submitted the revised filings as required. We are working to strengthen our internal review processes to minimize such issues going forward.
5.	During the period under review, the company has not filed form MGT-14 for approval of draft Director’s report for the financial year 2023-24.	The company acknowledges the oversight regarding the filing of Form MGT-14. We are in the process of filing the form promptly and will implement additional checks to ensure that such compliance requirements are met in a timely manner in the future.
6.	During the period under review, the company has delayed in the complying with	The company recognizes the delay in complying with Regulation 74(5) and

the regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 of the Company for the quarter and financial year ended March 31, 2023.

is taking corrective measures to ensure compliance with all regulatory requirements. Steps are being taken to enhance our compliance monitoring and reporting processes.

SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards.

COST AUDITORS:

The provisions of Section 148 of the Companies Act, 2013 do not apply to the Company. Hence, the company has not appointed Cost Auditors for Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors’ Report.

PREVENTION OF INSIDER TRADING:

The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the directors and designated employees of the company. The code requires preclearance for dealing in the company’s shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The ‘Manager’ is responsible for implementation of the code along with the management of the Company. Members of the Board have confirmed compliance with the code.

INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. It is designed to ensure that the

Financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

During the year, the Company has implemented the suggestions and recommendations of the internal auditor to improve the control environment. Their scope of work included review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit

Committee on an ongoing basis to improve efficiency in operations. In the Board meeting held on 25.05.2024, company has re-appointed M/s. Oruganti & Associates, Chartered Accountant, as Internal Auditor of the Company for the F.Y. 2023-24.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the Regulation 22 of the SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to

the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz. http://phaarmasia.in/

ANNUAL RETURN:

The Ministry of Corporate Affairs vide its notification of the Companies (Management and Administration) Amendment Rules 2021, dated 05^th March, 2021 (‘Amendment notification 2021’) has amended Rule 12 of the Companies (Management and Administration) Rules, 2014 (MGT Rules) thereby doing away with the requirement of annexing MGT-9 to the Board’s Report.

As per Section 92(3) of the Companies Act, 2013 every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board''s report.

The Annual Return in Form MGT-7 of the Company as on March 31, 2024 is available on the Company’s website and will be accessed at the given web-link http://phaarmasia.in/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given loans, guarantees or made investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

SUBSIDIARY & ASSOCIATES / JOINT VENTURES:

The Company does not have any subsidiary and Joint Venture Company.

However, the following two companies holds more than 20% shareholding in our Company:

S. No.	Name of the company	CIN/FCRN	Holding/ Associate/ Subsidiary	% of shares held
1.	Maneesh Pharmaceuticals Limited	U24230MH1985PLC036952	Associate	44.22
2.	Svizera Labs Private Limited	U74999MH1997PTC107389	Associate	29.29

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and same is attached as Annexure IV.

CORPORATE GOVERNANCE REPORT:

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to corporate governance are not applicable to your company and therefore there is no separate report on corporate governance.

However, in pursuance of Schedule V of SEBI (LODR) Regulations, 2015, a certificate from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, in compliance with (i) of Point (10) of Para C of Schedule V of SEBI (LODR) Regulations, 2015 is annexed as Annexure-V and forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORT (BRSR):

Securities Exchange Board of India (SEBI) by notification no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 12^th July 2023 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) has mandated the inclusion of BRSR as part of the Annual Report for the top 150 listed entities based on their market capitalization on BSE and NSE as at 31st March 2024. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

• No. of complaints received : NIL

• No. of complaints disposed off : NIL

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering no activities have been undertaken by the company during the year under review.

B. Foreign Exchange Earnings and Outflow

Foreign Exchange Inflows : Nil

Foreign Exchange Outflows : Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility are not applicable to the Company for the time being.

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUN:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING WITH STOCK EXCHANGES:

The shares of the company are listed on the BSE Limited. All dues to the exchange have been paid in full.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Your Company does not have any shares in the Demat suspense account or unclaimed suspense account and therefore no disclosure as per Point F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is required as mentioned below:

S No. Particulars Yes / No

(a) Aggregate number of shareholders and the outstanding shares in the No suspense account lying at the beginning of the year;

(b) Number of shareholders who approached listed entity for transfer of No

shares from suspense account during the year;

(c) Number of shareholders to whom shares were transferred from No

suspense account during the year;

(d) Aggregate number of shareholders and the outstanding shares in the No

suspense account lying at the end of the year;

(e) That the voting rights on these shares shall remain frozen till the No

rightful owner of such shares claims the shares.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, there was no application made nor any proceeding initiated or pending under the Insolvency and Bankruptcy code, 2016.

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

During the period under review, there was no one time settlement with Bank.

INDUSTRY RELATIONS:

The company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

HUMAN RESOURCES:

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the stakeholders, of the Company for their continued support.

By the order of the Board of Directors for PHAARMASIA LIMITED

Date: 12^th August, 2024 Sd/- Sd/-

Place: Hyderabad Maneesh Ramakant Sapte Naga Bhaskara Rao Yallapragada

Director Whole-time Director

DIN: 00020450 DIN: 00019052

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

FINANCIAL SUMMARY:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Lakhs)

Particulars 31st March, 31st March,

2015 2014

Sales & Other Income 1880.67 2128.88

Operating profit before Financial 102.43 84.26

Charges & Depreciation

Financial Charges 3.34 2.20

Profit before Depreciation 99.09 82.06

Depreciation 75.71 38.49

Profit / (Loss) before taxes 36.37 43.58

Prior Period Expenses 0.00 0.00

Provision for Taxation of Current Year 22.42 8.30

Provision for Taxation of Previous Year 8.30 4.15

Deferred Tax for the Current Year 0.00 0.00

Net profit after taxes 13.96 35.27

Profit/(Loss) brought forward from 35.27 17.63 previous year

Dividend (including tax on Dividend) 0.00 0.00

Balance of profit brought forward 13.96 35.27

STATE OF COMPANY'S AFFAIRS:

During the year under review, the gross revenue of the Company decreased to Rs.1880.67 Lakhs compared to Rs. 2128.88 Lakhs in the previous year. The Profit after tax for the year decreased to Rs.13.96 Lakhs compared to Rs.35.27 Lakhs in the previous year.

FUTURE OUTLOOK:

The new government is likely to give more thrust towards infrastructure growth which helps in more transportation activities. This in turn will help our retreading industry; we forecast a healthy growth during the financial year 2015-2016.

SHARE CAPITAL:

During the year under review the authorized capital of the company is Rs. 10,00,00,000/- (Rupees Ten Crores), the Issued, Subscribed and Paid up Capital of the Company as on March 31,2015 is Rs.6,82,69,600/- (Rupees Six Crores Eighty Two Lakhs Sixty Nine Thousand and Six Hundred) divided into 68,26,960 equity shares of Rs.10/- (Rupees Ten) each.

DIVIDEND:

The company has not declared the dividend during the financial year under review.

TRANSFERS TO RESERVES:

An amount of Rs. 13,95,705/- has been transferred to the Reserves being the profit earned during the financial year 2014-15.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors duly met 5 (Five) times on 29-05-2014, 14-08-2014, 24-09-2014, 14-11-2014, and 14-02-2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Vinay. R Sapte, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

During the year, Mrs. Rashmi.V Sapte has been appointed as a Woman Director on the Board in the capacity of additional director w.e.f. February 14, 2015.

Mr. Maneesh Ramakant Sapte to be Re-appointed as Managing Director for a period of Three years with effect from 01.03.2015

Your Board recommends the appointment/ re-appointment of the Directors above.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013:

In compliance of section 134 (5) of the Companies Act, 2013, your directors confirm:

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

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

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

REPLIES TO AUDITORS REPORT:

With reference to observations made in Auditor's Report, the notes of account is self-explanatory and therefore do not call for any further comments under section 134(5) of companies act, 2013.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as under Further, there were no employees who were drawing salary of more than INR 5 Lakhs per month or INR 60 Lakhs per annum.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Directors Ratio to Median remuneration

Yallapragada Naga Bhaskara Rao 6.15:1

Maneesh Ramakant Sapte Nil

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Director, CEO, CFO and Company Secretary % increase in Remuneration in the Financial Year.

Vinay Ramakant Sapte Nill

Bharat Merchant Bachubai Nill

Bhupinder Narendra Garg Nill

Rashmi Vinay Sapte Nill

c. The percentage increase in the median remuneration of employees in the financial year: 10 %

d. The number of permanent employees on the rolls of Company: 45 Members

e. variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year.

S.No Particular As at March 31, As at March 31, 2015 2014

1. Market Capitalization 8,45,86,034 4,43,75,240

2. Price Earnings Ratio 61.95:1 12.5:1

f. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of the employees other than the managerial personnel in the last financial year is 10% Average percentile increase in the Managerial remuneration in the last financial year is 15 %

g. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Particular Maneesh Y.N. Bhaskar Rao Ramakant Sapte Whole-Time Managing Director Director

Remuneration in FY 2014-15 NIL 8,40,000/-

Revenue NIL 12,36,94,273/-

Remuneration as % of revenues NIL 0.67%

Profit before Tax (PBT) NIL 3637429

Remuneration (as % of PBT) NIL 23.10%

h. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

i. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company

REPLIES TO AUDIT REPORT:

Observations made by the auditor are suitably replied in the notes and accounts wherever required.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. Manoj Kumar Koyalkar, M/s. AGR Reddy & Co, Practicing Company Secretaries has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory and do not call for any further comments.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details regarding transactions with related parties covered under Section 188 of Companies Act, 2013 are given in Annexure and forms part of this report.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:

(A) Conservation Of Energy

(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilising alternate sources of energy: NIL

(ill) the capital investment on energy conservation equipments: NIL

(B) Technology absorption:

(i) the efforts made towards technology absorption:

The Company has neither absorbed nor adopted any new technology. The company has also not made any innovation in technology.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

No benefits derived in the year under review.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported

b) the year of import;

c) whether the technology been fully absorbed

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

No technology is imported during financial year 2014-2015

(iv) the expenditure incurred on Research and Development : NIL

(C) Foreign exchange earnings and Outgo

Foreign Exchange Inflows: ........ NIL

Foreign Exchange Outflows:........40.82 lakhs

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The provisions w.r.t. CSR are not applicable to the Company therefore, the Company had not constituted CSR committee during the year 2014-15.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company is aware of the risks associated with the business. It regularly analyses and take corrective actions for managing / mitigating the same. Your company's risk management framework ensures compliance with clause 49 of the Listing Agreement. Your company has institutionalized the process of identifying, minimizing and mitigating risks which are periodically reviewed.

INTERNAL CONTROL SYSTEMS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is in the process of constituting Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

No. of complaints received: - NIL

No. of complaints disposed off: - NIL

INSURANCE:

The Properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE:

The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor's Certificate on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

ISO 9001- 2008 CERTIFICATION:

Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements of certification from time to time.

EMPLOYEE RELATIONS:

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

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other committees.

The Board's performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration, inputs received from the Directors, covering the aforesaid aspects of the Board's functioning. The overall performance of the Board and Committee's of the Board was found satisfactory.

The overall performance of the Chairman, Executive Directors and Non- Executive Directors of the company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

ACKNOWLEDGEMENTS:

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

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support and patronage.

For and on behalf of the Board of Directors For Phaarmasia Limited

sd/- sd/- Maneesh R. Sapte Y. N. Bhaskara Rao Place: Hyderabad Managing Director Whole-time Director Date: 14th August, 2015 DIN: 00020450 DIN: 00019052

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report and the Audited Statement of Accounts for the year ended 31 st March, 2014.

FINANCIAL RESULTS

The performance during the period ended 31 st March, 2014 has been as under:

(Rs. In Lacs)

PARTICULARS 31st March, 31st March, 2014 2013 Sales & Other Income 2128.88 1387.68

Operating profit before Financial Charges & Depreciation 84.26 67.13

Financial Charges 2.20 2.25

Profit before Depreciation 82.06 64.88

Depreciation 38.49 43.10

Profit / (Loss) before taxes 43.58 21.78

Prior Period Expenses 0.00 0.00

Provision for Taxation 8.30 4.15

Deferred Tax for the Current Year 0.00 0.00

Net profit after taxes 35.27 17.63

Profit/(Loss) brought forward from previous year 0.00 0.00

Dividend (including tax on Dividend) 0.00 0.00

Balance of profit brought forward 35.27 17.63

OPERATIONS:

During the year under review, the gross revenue of the Company increased to Rs. 2128.88 Lakhs compared to Rs.1387.68 Lakhs in the previous year. The Profit after tax for the year increased to Rs. 35.27 Lakhs compared to Rs. 17.63 Lakhs in the previous year.

SHARE CAPITAL

During the year under review the Authorised Share Capital of the Company is Rs. 100,000,000/- The Issued, Subscribed and Paid up Share Capital of the Company as on March 31, 2014 is Rs.68,269,600/- divided into 68,26,960 equity shares of Rs.10/- (Rupees Ten) each.

DIVIDEND:

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

TRANSFER TO RESERVES:

The Company has incurred losses; hence no amount has been transferred to Reserves.

DIRECTORS

Approval of the shareholders is being sought for re-appointment of Sri. Mr. Maneesh R. Sapte, who retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment in accordance with the Articles of Association and Companies Act, 2013.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchange, appointed Mr Bharat Merchant Bachubai and Mr Bupinder Narendra Garg as Independent Directors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. K. S. Ramakrishna & Co, Chartered Accountants, Hyderabad, retire at this AGM, have signified their willingness for their re-appointment and have confirmed their eligibility under section 139(1) of the Companies Act, 2013. Members are requested to reappoint them for a period of three years and to authorize the Board to fix their remuneration.

REPLIES TO AUDITORS REPORT:

With reference to observations made in Auditor''s Report, the notes of account is self-explanatory and therefore do not call for any further comments under section 217 (3) of The Companies Act, 1956.

LISTING:

Details of Listing are annexed to the Corporate Governance Report.

LISTING AT STOCK EXCHANGES:

The Equity Shares of the company are listed on Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001.

Listing fees to the Bombay Stock Exchange Limited has been paid up-to-date

REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

Corporate Governance:

The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

FIXED DEPOSITS

Your Company has not raised any Fixed Deposits as on 31st March, 2014 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time.

There is no amount outstanding or due to any deposit holder.

INTERNAL CONTROL SYSTEMS

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOREIGN EXCHANGE OUT GO

Details of Energy Conservation, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure "A" and Annexure "B" respectively, to the Directors Report. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff.

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

In pursuance of Section 217(2AA) of the Companies Amendment Act, 1956 your directors confirm

i) In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations 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 as at March 31,2014 and of the Profit of the Company for the year ended on that date;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and deleting fraud and other irregularities; and

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

AUDIT COMMITTEE:

The Company has constituted an Audit Committee, pursuant to the provisions of Companies Act, 1956 and listing agreement requirements. The roles, powers, independence and competency of the audit committee and other details are given under the Corporate Governance Report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies and Share holders for their continued support and faith in the Company.

By Order of the Board Phaarmasia Limited

Sd/- Sd/-

Place: Hyderabad (Y.N. Bhaskar Rao) (Mr. Maneesh R. Sapte) Date: 14th August, 2014 Whole-Time Director Managing Director DIN : 00019052 DIN : 00020450

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Thirty-Second Annual Report of the company on the business and operations of the company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial Results of the Company for the financial year ended March 31, 2013, is summarized below :

(Rs. In Lacs)

PARTICULARS 2012-2013 2011-2012

Gross Turnover 728.88 3610.31

Other Income 0.66 0.78

Total Income 729.54 3620.09

Total Expenditure 707.75 3592.04

Profit Before Interest, Depreciation and Tax 64.88 74.96

Profit before Taxes 21.78 28.05

Tax Expenses 4.15 5.64

Profit After Tax 17.63 22.41

REVIEW OF PERFORMANCE

Your Company has earned gross revenue of Rs. 729.54 Lakhs during the year ended 31.03.2013 as against Rs. 3620.09 Lakhs during the previous year ended 31.03.2012. The profit for the year registered at Rs. 21.78 Lakhs as against Rs. 28.05 Lakhs (previous year). The reduction of the Turnover is due to low operation in formulations unit as there were no orders.

DIVIDEND

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

DIRECTORS

Approval of the shareholders is being sought for re-appointment of Mr. Vinay R. Sapte, retiring by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment in accordance the Articles of Association and Companies Act, 1956.

During the year under review, Mr. Vinay R. Sapte resigned frorh the post of Chairman and his designation was changed from Chairman-Director to Director.

The brief profile of the director who is being re-appointed is furnished to the notice of the ensuing Annual General Meeting as Annexure A.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

In pursuance of Section 217(2AA) of the Companies Amendment Act, 1956 your directors confirm

i) In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations 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 as at March 31, 2013 and of the Profit of the Company for the year ended on that date;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and deleting fraud and other irregularities; and

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

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with Certificate from Auditors of the Company regarding Compliance of the requirement of Corporate Governance, as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis forms part of the Annual Report.

AUDITORS

The Board recommends re-appointment of M/s. K.S. Ramakrishna & Co., Chartered Accountants, Hyderabad, as Statutory Auditors of the Company. The''Board has received their offer in writing about their willingness for appointment as Statutory Auditors of the Company along with Certificate under Section 224(1 B) of the Companies Act, 1956.

The Board of Directors and the Committees thereof recommend their re- appointment. Appropriate resolutions form part of the Agenda of the Annual General Meeting. COST AUDIT

M/s. DZR & Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company to conduct Audit of Cost Accounts records maintained by the Company for Formulations manufactured by the cdrtopany for the year ended 31.03.2014.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1 $75 and any amendments thereof, no employees are drawing remuneration in excess of the prescribed limits.

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

Particulars with respect to Conservation of Energy as required under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed herewith and forms part of this report.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. With vibrant work atmosphere, your Company provides an opportunity to employees to work with New Technologies. Your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

Phaarmasia has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

ACKNOWLEDGMENTS

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels.

Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By Order of the Board

Phaarmasia Limited

Sd/-

Place: Hyderabad (Mr. Maneesh R. Sapte)

Date : 29th August, 2013 Managing Director

---

Mar 31, 2011

Dear members,

The Directors herewith present to you this report for the financial year 2010-11

FINANCIAL PERFORMANCE OF THE COMPANY:

Your Company's working results for the year ended 31 st March 2011 have been summarized hereunder:

Rs. In Lakhs

S. No. PARTICULARS For the financial year For the financial year 2010-2011 2009-2010

1. Sales & Other Income 5046.43 1143.17

2. Profit / (Loss) before 71.35 69.26 Depreciation

3. Less: Depreciation 52.71 59.16

4. Profit / (Loss) 18.64 10.10

5. Add/Less. Previous year Adjustment 5.80 2.57

6. Profit for the year 12.84 12.67

7. Less. Provision for Taxation 3.46 1.84

8. Net Profit during the year 9.38 10.83

OPERATIONS

Your Company has earned a gross revenue of Rs. 5046.43 lakhs during the year ended 31.03.2011 as against Rs. 1143.17 Lakhs during the previous year ended 31.03.2010. The profit for the year registered at Rs.9.38 Lakhs as against Rs.10.83Lakhs (previous year). This year, the Company has undertaken, trading of Bulk Drugs, from it's Mumbai Branch, this resulted in increase in turnover and also the increase in profit for the year.

FUTURE OUT LOOK

Management is putting their best efforts to procure orders from Govt, of India , Nepal and other countries for manufacturing of Oral Contraceptive Pills. Presently your company is undertaking Job work order from Himalaya Drug Company, Bangalore in addition to principle to principle sale of Cosmetics Products.

AUDITORS:

M/S.K.S.RAMAKRISHNA & Co., Chartered Accountants, of the Company who retires at this Annual General Meeting are eligible for reappointment. They have signified their willingness for reappointment and have confirmed their eligibility under Section 224(1 B)of the Companies Act, 1956.

M/s DZR & Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company to conduct Audit of Cost Accounts records maintained by the Company for Formulations manufactured by the company for the year ended31.03.2012.

REPLIES TO AUDITORS' REPORT

With reference to the observations made in the Auditors' report the notes on accounts as contained in Schedule 17 of the Balance sheet are self explanatory and therefore do not call for any further comments U/S 217(3) of the Companies Act, 1956.

DIRECTORS

Mr Vinay Ramakant Sapte who retires by rotation in the ensuing Annual General meeting, being eligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your Directors wish to confirm that: *

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures , if any;

b) such Accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken.

d) Accounts for the financial year ended on 31 st March 2011 are prepared on a going-concern basis.

AUDIT COMMITTEE :

Audit Committee consists of the following Directors as on Date of this Report

1). Mr C.Srinivas, Chairman 2) Mr RVijayasaradhi 3) Mr Y.N.Bhaskar Rao

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March 2011 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

INSURANCE

Your Company's movable and immovable assets have been adequately insured against various risks.

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding the limits stated in section 217 (2A) of the Companies Act, 1956

CORPORATE GOVERNANCE

A report on the Corporate Governance and Report on Management Discussions and Analysis Report as required under Listing Agreement are annexed herewith.

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

Particulars with respect to Conservation of Energy as required under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed herewith and forms part of this report.

PERSONNEL

Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the workers has been cordial through out the year.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central Government agencies, Company's bankers, Business Associates and Share holders for their continued support and faith in the Company.

BY ORDER OF THE BOARD For PHAARMASIA LIMITED

Sd/-

Place: Hydeabad (VINAY RAMAKANT SAPTE)

Date : 31.08.2011 CHAIRMAN

---

Mar 31, 2010

The Directors herewith present to you this report for the financial year 2009-10

FINANCIAL PERFORMANCE OF THE COMPANY :

Your Companys working results for the year ended 31st March 2010 have been summarized hereunder:.

Rs. In Lakhs

2009-10 2008-09

1. Sales & Other Income 1143.17 1374.90

2. Profit / (Loss) before Interest & Depreciation 69.26 100.13

Less:Interest & Depreciation 59.16 60.82

3. Profit /(Loss) 10.10 39.30

4. Add/Less. Previous year Adjustment 2.57 1.97

5. Profit for the year 12.67 41.27

6. Less. Provision for Taxation 1.84 4.08

7. Net Profit during the year 10.83 37.19

OPERATIONS

During the year under review there was a decrease in Turnover by 16.86% over previous year. The profit for the year registered at Rs.10.83 Lakhs as against Rs.37.19Lakhs (previous year). The reduction of the Turnover and Profit is due to low operation in formulations unit as there were no orders.

FUTUREOUTLOOK

Management is putting their best efforts to procure orders from Govt, of India , Nepal and other countries for manufacturing of Oral Contraceptive Pills. Presently your company is undertaking Job work order from Himalaya Drug Company, Bangalore in addition to principle to principle sale of Cosmetics Products.

AUDITORS:

M/s.K.S.RAMAKRISHNA & Co., Chartered Accountants, of the Company who retires at this Annual General Meeting are eligible for reappointment. They have signified their willingness for reappointment and have confirmed their eligibility under Section 224(1 B)of the Companies Act, 1956.

REPLIES TO AUDITORSREPORT

With reference to the observations made in the Auditors report the notes on accounts as contained in Schedule 17 of the Balance sheet are self explanatory and therefore do not call for any further comments U/S 217(3) of the Companies Act, 1956.

DIRECTORS

Mr P.Vijayasaradhi who retires by rotation in the ensuing Annual General meeting, being eligible, offers himself for reappointment.

PARTICULARS OF DIRECTRS SHIP IN OTHER COMPANES.

1. Mr Maneesh R.Sapte is holding Directorship in M/s.Maneesh

Pharmaceuticals Ltd, Meghdoot Chemicals Ltd, Man tech Counting & Systems Pvt Ltd , Svizera Labs Pvt Ltd, Svzera Pharma Pvt Ltd, Fairjob Group Investment India Pvt Ltd,Intelligent Trading Pvt Ltd ,Svizera PharmatechPvtLtd.

2. Mr Y.N.Bhaskar Rao does not hold any Directorship in any other company.

3. MrC.Srinivas does not hold any Directorship in any other company.

4. Mr P.Vijayarasadhi does not hold any Directorship in any other company.

5. Mr Vinay Ramakant Sapte is holding Director ship in M/s.Maneesh Pharmaceuticals Ltd, Meghdoot Chemicals Ltd, Mantech Counting & Systems Pvt Ltd , Pure Health Products Pvt Ltd, Svizera Labs Pvt Ltd, Svzera Pharma Pvt Ltd, Fairjob Group Investment india Pvt Ltd, Intelligent Trading Pvt Ltd Svizera Pharmatech Pvt Ltd.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, Your Directors wish to confirm that:

* in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

* such Accounting policies have been selected and applied consistently and judgments and estimates are made 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 forthat period;

* proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken.

* Accounts for the financial year ended on 31 st March 2010 are prepared on a going-concern basis.

AUDIT COMMITTEE:

Audit Committee consists of the following Directors as on Date of this Report.

1). MrC.Srinivas,Chairman 2)MrP.Vijayasaradhi 3)MrY.N.BhaskarRao

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March 2010 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

INSURANCE

Your Companys movable and immovable assets have been adequately insured against various risks.

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding the limits stated in section 217 (2A) of the Companies Act, 1956

CORPORATE GOVERNANCE

A report on the Corporate Governance and Report on Management Discussions and Analysis Report as required under Listing Agreement are annexed herewith.

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

Particulars with respect to Conservation of Energy as required under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed herewith and forms part of this report.

PERSONNEL

Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the workers has been cordial through out the year.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central Government agencies, Companys bankers, Business Associates and Share holders for their continued support and faith in the Company.

BY ORDER OF THE BOARD

For PHAARMASIA LIMITED

Place: Hydeabad (VINAY RAMAKANT SAPTE)

Date: 27 .08.2010 CHAIRMAN