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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 Sandu Pharmaceuticals Ltd.

Mar 31, 2024

The Directors have pleasure in presenting before you the THIRTY NINE Annual Report of SANDU PHARMACEUTICALS LIMITED together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:-

The Companyâs financial performance, for the year ended March 31, 2024 is summarized below:

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations (Gross)	6,728.07	6534.90	6,728.07	6534.90
Other Income	42.13	32.72	42.36	32.72
Total Income	6,770.20	6567.62	6,770.43	6567.62
Total Expenses	6,562.97	6,345.61	6,563.14	6345.95
Profit/(loss) before exceptional items and tax	207.24	222.00	207.39	221.67
Exceptional Items / Prior Period Adjustment	0.00	0	0.00	0
Profit/Loss Before Tax	207.24	222.01	207.29	221.67
Tax Expenses
Current Tax	58.71	62.85	58.71	62.85
Deferred Tax	2.46	3.38	2.46	3.42
Short/(excess) tax provision	0.00	3.39	0.00	3.39
Total Tax Expenses	61.18	69.62	61.17	69.66
Profit/(Loss) for the Period	146.06	152.39	146.12	152.01
Total Other Comprehensive Income (Net of Tax)	61.79	56.96	61.49	56.96
Total Comprehensive Income for the period (Net of Tax)	207.55	209.35	207.61	208.98
Earnings per equity shares
Basic	1.51	1.62	1.510	1.99
Diluted	1.51	1.62	1.510	1.87

2. REVIEW OF OPERATIONS (in lakhs)

Standalone

In the financial year 2023-24, the company achieved an Income from operations of '' 6,728.07 as compared to '' 6,534.90 in the previous year.

Profit before tax was '' 207.24 for the year ending 31^stMarch, 2024 as compared to Profit of '' 222.01 in the previous year.

Profit after tax was '' 146.06 for the year ended 31^stMarch, 2024 as compared to a Profit of '' 152.39 in the previous year.

Consolidated

In the financial year 2023-24, the company achieved an Income from operations of '' 6,728.07 as compared to '' 6,534.90 in the previous year.

Profit before tax was '' 207.29 for the year ending 31^stMarch, 2024 as compared to Profit of '' 221.67 in the previous year.

Profit after tax was '' 146.12 for the year ended 31^stMarch, 2024 as compared to a Profit of '' 152.01 in the previous year.

There were no material changes and commitments affecting the financial position of the Company

from the end of the financial year till the date of the Directors Report.

3. SUBSIDIARY COMPANY

As on 31^st March 2024, your Company had only 01 unlisted wholly owned subsidiary named Sandu Phytoceuticals Private Limited. In accordance with the provisions of Regulation 16(1)(C) of the Listing Regulations pertaining to the threshold for determining Material Subsidiary of the Company, there was no Material Subsidiary of the Company during the financial year.

In accordance with Section 136 of the Companies Act 2013,The audited financials statements, including consolidated financials statements will be available on our website www.sandu.in. The Company would provide the Annual Accounts of the Subsidiaries and the related detailed information to the Shareholders of the Company on specific request made to it in this regard .The same will also be available at the Registered Office of the Company for inspection during the office hours.

The financial statements of the Company are prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing salient features of the financial statements of our subsidiaries in prescribed format AOC-1 is appended as Annexure I.

The statement also provides the details of performance and financial position of each subsidiary.

The Board of Directors at its Meeting held on 30^thMay 2024 has approved sale of 100 % investment in its wholly owned Subsidiary in favour of Shri Umesh Sandu and Shri Shashank Sandu. The consideration amount payable has been arrived based on valuation report issued by CA Murli Chandak, IBBI Registered valuer of Securities and financial assets. The process of sale of investment has already been inititated ,Once completed Sandu Phytoceuticals Private Limited shall cease to be Subsidiary of Sandu Pharmaceuticals Limited.

Sandu Phytoceuticals Private Limited is unlisted / Not Material Subsidiary to Sandu Pharmaceuticals Limited but still Company has formulated Policy on Material Subsidiary and has been uploaded on Companys Website at https://sandu.in/wp-content/ uploads/2023/07/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf

4. DECLARATION AND PAYMENT OF DIVIDEND

The Company has a track record of rewarding its shareholders. An Final dividend of '' 0.80 paisee per equity share (i.e 8% on the paid up capital) for the FY 2023-24 has been recommended by Board of Directors subject to approval of Shareholders. This recommendation is a reflection of the Company''s improved financial performance and its commitment to enhancing shareholder value.

5. SHARE CAPITAL:

As on 31^st March 2024, the authorised, issued,

cnKcrriKprl nrwt nuirEim *st>nrp ic nc fnllnwc â¢

Authorised	'' 10,00,00,000 (Ten Crore
Capital	Only)
Issued, Subscribed	'' 9,66,09,900 (Nine Crore
and Paid-up Share	Sixty Six Lakhs Nine
Capital	Thousand and Nine Hundred Only)

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

During the year, no applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

7. RISK MANAGEMENT:

The Board has laid down a clear Risk Management Policy to identify potential business risks and install effective mitigation processes to protect Companyâs assets and business Risks. Risk Management Policy and the details of this policy are available on the website of the Company under the web link https:// sandu.in/image/catalog/info-pages/Announcement/ policies/Risk-Management-Policy.pdf

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate Internal Financial Control Systems, commensurate with the size, scale and complexity of its operations. The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company on an ongoing basis.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) ofthe Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board

and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Whistleblower Policy approved and adopted by the Board of Directors which can be accessed in our website https://sandu.in/image/ catalog/info-pages/Announcement/policies/Whistle-Blower-Policy.pdf

9.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report. The Weblink of familiarization Programme undertaken for Independent Director is also available https://sandu. in/wp-content/uploads/2024/03/Familarisation-programme-for-Independent-Director.pdf

The Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the Management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board Members and motivating and providing guidance to the Managing Director/Executive Director.

Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

9.2 NOMINATION AND REMUNERATION POLICY

The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matter, as required under sub section (3) of Section 178 of the Companies Act, 2013 is available on our website https://sandu.in/ image/catalog/info-pages/Announcement/policies/ Nomination-and-Remuneration-Policy.pdf. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

9.3 MEETINGS

During the year 05 (five) Board Meetings and 05 (Five) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

9.4 AUDIT COMMITTEE

The details of the Composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

9.5 POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all Listed companies. All our Corporate Governance policies are available on our website www.sandu. in.The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

(a) Key Managerial Personnel.

Shi Umesh Sandu-Managing Director, Shri Rakesh Parekh-Chief Financial Officer upto 31^st December 2023,Smt Pratika Mhambray-Company Secretary have been designated as Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act 2013.

Shri Vijay Kajarekar has been appointed as Chief Financial Officer with effect from 30^th March 2024 pursuant to resignation of Shri Rakesh Parekh.

(b) Appointment and Reappointment of Directors

In accordance with the provision of the Act and Articles of Association of the Company, Shri Shashank B Sandu Non Executive Director of the Company retires by rotation and being eligible offers himself for reappointment .A resolution seeking members approval for his reappointment forms part of the Notice Shashank B Sandu holding DIN:00678098 (Non Executive Director) retires by rotation and, being eligible offer himself for Re appointment.

The Board of Directors on recommendation of Nomination and Remuneration Committee and in accordance with Article of Association and Securities and Exchange Board of India (LODR) 2015 has appointed Shri Vijay Kottapalli (DIN: 10245156) as Additional Non Executive Director at its meeting held on12^th August 2024 for the term of 05 years w.e.f 12^th August 2024 and who have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.Resolution seeking Shareholders approval is mentioned in the Notice of the Annual General Meeting.

On recommendation of the Nomination and Remuneration Committee ,the Board of Directors has proposed candidature of Smt Jayshree Sandu (DIN:07480177) as Non Executive Non Independent Director aged above 75 years in respect of which company has also received notice in writing under Section 160 proposing her candidature with effect from 30^th September 2024 subjected to approval of Shareholders in the forthcoming AGM.

During the year under review, the Non Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to sub section (7) of Section 149 of the Companies Act 2013 read with rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet criteria of Independence as laid down in subsection (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

(d) Retirement of Independent Director

The 02^nd term of 05 years Tenure of the below mentioned Independent Directors was over on the closure of Business hour i.e 31^st March 2024. The Board of Directors placed on record its appreciation for the Exemplary and outstanding contribution made bt outgoing Directors.

A. Shri Vinay Kumar Kottapalli (DIN:02322747) Non Executive Independent Director and Chairman.

B. Shri Dilip Salgaocar (DIN:00044240) Non Executive Independent Director.

C. Shri Dr Madan Kapre (DIN:03113515) Non Executive Independent Director.

D. Shri Dr Krishna Deshpande (DIN:06557518) Non Executive Independent Director.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the Policy

Brief Description

Web link

Whistleblower Policy

The Company has adopted the whistleblower mechanism for Directors and Employees to report concerns about unethical behavior, actual or suspected frauds, or violation of the Companyâs code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during the fiscal 2016

https://sandu.in/image/catalog/

info-pages/Announcement/

policies/Whistle-Blower-Policy.pdf

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (Executive/ Non Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees.

https://sandu.in/image/catalog/

info-pages/Announcement/

policies/Nomination-and-

Remuneration-Policy.pdf

Name of the Policy	Brief Description	Web link
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www.sandu.in/ image/catalog/info-pages/ Announcement/policies/Policy_ on_Materiality_and_%20Dealing_ with_Relate d_Party_Transaction s. pdf
Insider Trading Policy	The Policy provides framework in dealing with securities of the Company	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Insider-Trading-Policy.pdf
Policy for determining Materiality of event or Information	This Policy for Determination of Materiality of Events or Information is aimed at providing guidelines to the Management of Sandu Pharmaceuticals Limited, to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s) (as hereinafter defined).	https://sandu.in/wp-content/ uploads/2023/08/POLICY-ON- DISCLOSURE-OF-MATERIAL- EVENTS-INFORMATION.pdf
Archival Policy	The Policy deals archival of corporate records of Sandu Pharmaceuticals Limited	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Archival_Policy.pdf
Board Diversity Policy	This policy aims to set out the approach to achieve diversity on the Board of Directors (âBoardâ) of Sandu Pharmaceuticals Limited	https://sandu.in/image/catalog/ info-pages/Announcement/ p olicies/Policy-on-Board-Diversity. pdf
Risk Management Policy	The Risk management policy of Sandu Pharmaceuticals Limited will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Risk-Management-Policy. pdf
Material Subsidiary Policy	The Policy for determining âMaterialâ Subsidiaries (hereinafter referred as âthe/this Policyâ) has been framed in accordance with the requirements of the Regulation 16 (1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âthe Listing Regulationsâ).	https://sandu.in/wp-content/ uploads/2023/07/POLICY-FOR- DETERMINING-MATERIAL- SUBSIDIARIES.pdf

11. DIRECTORS RESPONSIBILITY STATEMENT:-

In accordance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act 2013, your Directors confirm that:

a) In the preparation of annual accounts, for the year ended 31^st March 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) Appropriate accounting policies have been selected and applied consistently and judgments

and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024 and of the profit of the Company for the year ended on that date.

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

d) The annual accounts have been prepared on a ''Going Concern Basis''.

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

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

13. THE AMOUNT IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVE

The Company has not transferred any amount to Reserve and hence it is NIL.

14 RELATED PARTY TRANSACTIONS:

The Related Party Contracts entered into between Related Parties, does not fall under the ambit of Section 188(1) of the Act.

All the Related Party Transactions entered during the financial year were at armâs length and in the ordinary course of business. In compliance with the provisions of the Companies Act 2013 and Regulation 23(2) of the SEBI Regulation 2015, all Related Party Transactions had been placed before the Audit Committee for prior approval. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to Related Parties are given in Form AOC-2 as Annexure I of this Report.

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

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

16. AUDITORS

16.1 STATUTORY AUDITORS

M/s Dileep and Prithvi, are the Statutory Auditor of the Company appointed for the term of 5 years i.e for the Financial Year 2021-2026 as recommended by Members of Audit Committee /Board of Directors

and subsequently approved by the Members at the 36^thAnnual General Meeting.

Based on the recommendation of Audit Committee, Board of Directors at its Meeting held on 12^th August 2024 has proposed to increased remuneration payable to Statutory Auditor for the Financial Year 2024-25 and 2025-26 subjected to approval of Shareholders in the forthcoming Annual General Meeting.

16.2 SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri. Swapnil Dixit, Company Secretary in practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit report for the financial year 2023-24 is annexed herewith as âANNEXURE Bâ.

16.3 INTERNAL COMPLAINTS COMMITTEE

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for Redressal of complaints against sexual harassment and there were no complaints received during the financial year.

16.4 DISCLOSURE REQUIREMENTS

Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

â¢ Management Discussion and Analysis is annexed as âANNEXURE Aâ to the report

â¢ Secretarial Audit Report as âANNEXURE Bâ.

â¢ As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges, a separate section on the corporate governance is annexed as âAnnexure Câ

â¢ Auditors Certificate on Corporate Governance âAnnexure Dâ

â¢ Certificate from Chief Financial Officer under Regulation 17(8) of SEBI (LODR) Regulation âAnnexure Eâ,

â¢ Declaration from Managing Director âAnnexure Fâ

â¢ Certificate of Non Disqualification of Director âAnnexure Gâ

17. CONSERVATION OF ENERGY, RESEARCH AND

DEVELOPMENT, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO.

A) CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) The required data with regard to conservation of energy as applicable to our company is furnished below:

Particulars	For the year ended 31.03.2024	For the year ended 31.03.2023
1. ELECTRICITY Purchased (units)	3,12,416	2,96,924
Total Amount ''	26,78,665	26,01,373
Rate/Units in ''	8.57	8.76
FUEL CONSUMED Quantity-Furnace Oil	47970	38.84
LDO	0	24000
Diesel	3826	4570
Total amount-Furnace Oil	29,84,402	17,94,966
LDO	0	20,88,480
Diesel	3,45,049	4,12,976
Rate per Ltr-Furnace Oil	62.21	46214.37
LDO Diesel	0.00 90.19	87.02 90.37

B) TECHNOLOGY ABSORPTION:

Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review there was no foreign exchange earnings or out flow.

18. EXTRACT OF ANNUAL RETURN

As provided under section 92 (3) ofthe Act, the extract of the Annual Return in form MGT- 9 is annexed herewith as âAnnexure Hâ which forms part of this report.

As per the requirement of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management & Administrative) Rule, 2014 .The Annual Return in the prescribed form is available on the Companies Site www.sandu.in

19. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is annexed as âAnnexure - Hâ to this report.

20. FIXED DEPOSITS:-

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits from Public) Rules 2014 during the financial year 2023-24.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the Investments made by the Company are given in the notes to the financial statements.

22. PARTICULARS OF CONTRACT OR ARRANGMENTS WITH RELATED PARTY

The Company has Related Party Transaction with Sandu Brother Private Limited which is in ordinary course of Business and on Arm Length Basis duly approved by the Members.

23. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code of Conduct for Directors https://sandu.in/image/ catalog/info-pages/Announcement/policies/Code-of-Conduct-for-Senior-Management.pdf has been posted on companies Website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the designated employees and personnel have confirmed compliance with the Code. The Declaration signed by the Managing Director pursuant to Regulation 26(3) read with Schedule V (Part D) of the SEBI (LODR) Regulation 2015 is published in this report.

24. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prohibition 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 Companyâs 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 Board is responsible for implementation of the Code.

Code of Conduct for Prohibition of Insider Trading is available on website of the Company under the web link https://sandu.in/image/catalog/info-pages/ Announcement/policies/Insider-Trading-Policy.pdf

The Company has in place a Structured Digital Database wherein details of persons with whom UPSI is shared on need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.

The Structured Digital Database is maintained internally by the Company and is not outsourced in accordance with the provisions of the SEBI Insider Trading Regulations.

25. 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, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

26. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The Statutory Audit Report and Secretarial Audit Report doesnât contain any qualification, reservation or adverse remarks.

27 . ONE TIME SETTLEMENT

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 NOT APPLICABLE

28. REPORTING OF FRAUDS

There Have Been No Instances Of Fraud Reported By The Auditors Under Section 143(12) Of The Act And Rules Framed Thereunder Either To The Company Or To The Central Government.

29. ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of Board of Directors of Sandu Pharmaceuticals Limited

Sd/- Sd/-

Umesh B Sandu Shashank B Sandu DIN:01132141 DIN:00678098

Managing Director Director

Dated: 12/08/2024 Place: Mumbai

Mar 31, 2023

The Directors have pleasure in presenting before you the THIRTY EIGHT Annual Report of SANDU PHARMACEUTICALS LIMITED together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS:-

The Companyâs financial performance, for the year ended March 31, 2023 is summarized below:

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations (Gross)	6534.9	6550.05	6534.9	6550.05
Other Income	32.72	8.28	32.72	8.28
Total Income	6567.62	6558.33	6567.62	6558.33
Total Expenses	6345.62	6326.66	6345.95	6326.66
Profit/(loss) before exceptional items and tax	222	231.67	221.67	231.68
Exceptional Items / Prior Period Adjustment	0	0	0	0
Profit/Loss Before Tax	222	231.67	221.67	231.68
Tax Expenses
Current Tax	62.85	69.59	62.85	69.6
Deferred Tax	3.38	3.13	3.42	3.13
Short/(excess) tax provision	3.39	0	3.39	0
Total Tax Expenses	69.62	72.72	69.66	72.73
Profit/(Loss) for the Period	152.38	158.95	152.01	158.95
Total Other Comprehensive Income (Net of Tax)	56.96	36.75	56.96	36.75
Total Comprehensive Income for the period (Net of Tax)	209.35	195.7	208.98	195.7
Earnings per equity shares
Basic	1.62	1.99	1.62	1.99
Diluted	1.62	1.87	1.62	1.87

2. REVIEW OF OPERATIONS (in lakhs)

Standalone

In the financial year 2022-23, the company achieved an Income from operations of '' 6567.62 as compared to '' 6558.33- in the previous year.

Profit before tax was '' 222.00 for the year ending 31^stMarch, 2023 as compared to Profit of 231.67 in the previous year.

Profit after tax was 152.38 for the year ended 31^stMarch, 2023 as compared to a Profit of '' 158.95 in the previous year.

Consolidated

In the financial year 2022-23, the company achieved an Income from operations of '' 6567.62 as compared to '' 6558.33 in the previous year.

Profit before tax was '' 221.67 for the year ending 31^stMarch, 2023 as compared to Profit of 231.68 in the previous year.

Profit after tax was 152.01 for the year ended 31^stMarch, 2023 as compared to a Profit of '' 158.95 in the previous year.

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors Report.

3. SHARE CAPITAL:

As on 31^st March 2023, the authorised, issued, subscribed and paid-up Share Capital is as follows :

Authorised Capital	'' 10,00,00,000 (Ten Crores Only)
Issued, Subscribed and Paid-up Share Capital	'' 9,66,09,900 (Nine Crore Sixty Six Lakhs Nine Thousand and Nine Hundred Only)

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has incorporated its wholly owned Subsidiary Company named Sandu Phytoceuticals Private Limited on 27^th July 2022.

5. RISK MANAGEMENT:

6. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) ofthe Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

Shubhada Sandu holding DIN: 07148834 (Non Executive Director) retires by rotation and, being eligible offer himself for Re appointment.

The Board of Directors at its held on 14^th August 2023 has appointed Shri Balram Viswananthan (DIN: 10245195) and Shri Ajit Kantak (DIN: 10269866) as Non Exceutive Independent Director for the term of 05 years w.e.f 14^th August 2023 and who have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Reappointment of Shri Umesh B Sandu (DIN:01132141) as Managing Director has been recommended by Nomination and Remuneration committee/Audit Committee /Board and has been further placed before the Shareholder for approval for the term of 03 years commencing from 01^st April 2024

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 Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

During the year under review, the Non Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Declaration by Independent Director

Pursuant to sub section (7) of Sectin 149 of the Companies Act 2013 read with rules made thereunder , all the Independent Directors of the Company have given the declaration that they meet criteria of Independence as laid down in subsection (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

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 Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015

8.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report. The Weblink of familiarization Programme undertaken for Independent Director is also available https://sandu.in/image/catalog/ info-pages/Announcement/policies/Familiarisation-Programme-for-Independent-Director.pdf

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the

Management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board Members and motivating and providing guidance to the Managing Director/Executive Director.

Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

8.2 NOMINATION AND REMUNERATION POLICY

There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

8.3 MEETINGS

During the year 5(Five) Board Meetings and 5(Five) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

8.4 AUDIT COMMITTEE

The details of the Composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

8.5 POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all Listed companies. All our Corporate Governance policies are available on our website www.sandu.in.The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the Policy	Brief Description	Web link
Whistleblower Policy	The Company has adopted the whistleblower mechanism for Directors and Employees to report concerns about unethical behavior, actual or suspected frauds, or violation of the Companyâs code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during the fiscal 2016	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Whistle-Blower-Policy.pdf
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (Executive/ Non Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees.	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Nomination-and- Remuneration-Policy.pdf
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www.sandu.in/image/ catalog/info-pages/Announcement/ policies/Policy_on_Materiality_ and_%20Dealing_with_Related_ Party_Transactions.pdf
Insider Trading Policy	The Policy provides framework in dealing with securities of the Company	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Insider-Trading-Policy. pdf
Policy for determining Materiality of event or Information	This Policy for Determination of Materiality of Events or Information is aimed at providing guidelines to the Management of Sandu Pharmaceuticals Limited, to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s) (as hereinafter defined).	https://www.sandu.in/ image/catalog/info-pages/ Announcement/policies/Policy_ on_Materiality_and_%20 Dealing_with_Related_Party_ Transactions.pdf
Archival Policy	The Policy deals archival of corporate records of Sandu Pharmaceuticals Limited	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Archival_Policy.pdf
Board Diversity Policy	This policy aims to set out the approach to achieve diversity on the Board of Directors (âBoardâ) of Sandu Pharmaceuticals Limited	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Policy-on-Board- Diversity.pdf
Risk Management Policy	The Risk management policy of Sandu Pharmaceuticals Limited will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.	https://sandu.in/image/catalog/ info-pages/Announcement/ policies/Risk-Management- Policy.pdf

9. DIRECTORS RESPONSIBILITY STATEMENT:-

In accordance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act 2013, your Directors confirm that:

a) In the preparation of annual accounts, for the year ended 31^st March 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2023 and of the profit of the Company for the year ended on that date.

d) The annual accounts have been prepared on a ''Going Concern Basis''.

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

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

11. THE AMOUNT IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVE

The Company has not transferred any amount to Reserve and hence it is NIL.

12 RELATED PARTY TRANSACTIONS:

The Related Party Contracts entered into between Related Parties, does not fall under the ambit of Section 188(1) of the Act.

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

There were no significant material orders passed by the Regulators/Courts which could impact the going concern status of the Company and its future operations. All orders received by the Company during the year are routine in nature which have no significant /material impact

14. AUDITORS

14.1 STATUTORY AUDITORS

14.2 SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri. Swapnil Dixit, Company Secretary in practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit report for the financial year 2022-23 is annexed herewith as âANNEXURE Bâ.

14.3 COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Directors, on the recommendation of the Audit Committee have appointed Shekhhar Joshi & Company, Practicing Cost Accountant, Mumbai, as the Cost Auditor of the Company for the Financial Year 2023-24. The remuneration payable to the Cost Auditor is subject to ratification of Shareholders at the ensuing Annual General Meeting.

15. INTERNAL COMPLAINTS COMMITTEE

16. DISCLOSURE REQUIREMENTS

Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015.

â¢ Management Discussion and Analysis is annexed as âANNEXURE Aâ to the report

â¢ Secretarial Audit Report as âANNEXURE Bâ.

â¢ As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges, a separate section on the corporate governance is annexed as âAnnexure - Câ

â¢ Auditors Certificate on Corporate Governance âAnnexure -Dâ

â¢ Certificate from Chief Financial Officer under Regulation 17(8) of SEBI (LODR) Regulation âAnnexure -Eâ,

â¢ Declaration from Managing Director âAnnexure Fâ

â¢ Certificate of Non Disqualification of Director âAnnexure Gâ

17. CONSERVATION OF ENERGY, RESEARCH AND

DEVELOPMENT, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO.

A) CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) The required data with regard to conservation of energy as applicable to our company is furnished below:

Particulars	For the year ended 31.03.2023	For the year ended 31.03.2022
1. ELECTRICITY
Purchased (units)	2,96,924	298,054
Total Amount ''	26,01,373	21,33008
Rate/Units in ''	8.76	7.16
2. FUEL CONSUMED
Quantity-Furnace Oil	38,840	58,240
LDO	24000	24000
Diesel	4570	4300

Particulars	For the	For the
	year ended	year ended
	31.03.2023	31.03.2022
Total amount-
Furnace Oil	17,94,966	25,25,533
LDO	20,88,480	14,86,080
Diesel	4,12,976	389481
Rate per Ltr-
Furnace Oil	46.21	43.36
LDO	87.02	61.92
Diesel	90.37	90.58

B) TECHNOLOGY ABSORPTION:

C) FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

18. EXTRACT OF ANNUAL RETURN

As provided under section 92 (3) of the Act, the extract of the Annual Return in form MGT- 9 is annexed herewith as âAnnexure Hâ which forms part of this report.

19. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

20. FIXED DEPOSITS:-

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the financial year 2022-23.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

22. PARTICULARS OF CONTRACT OR ARRANGMENTS WITH RELATED PARTY

The Company has Related Party Transactions with Sandu Brother Private Limited Which in the ordinary course of Business and At Arm Length Basis

23. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code of Conduct for Directors https://sandu.in/image/ catalog/info-pages/Announcement/policies/Code-of-Conduct-for-Directors.pdf and for Senior https:// sandu.in/image/catalog/info-pages/Announcement/ policies/Code-of-Conduct-for-Senior-Management. pdf has been posted on companies Website.

All the designated employees and personnel have confirmed compliance with the Code. The Declaration signed by the Managing Director pursuant to Regulation 26(3) read with Schedule V (Part D) ofthe SEBI (LODR) Regulation 2015 is published in this report.

24. PREVENTION OF INSIDER TRADING:

All Board of Directors and the designated employees have confirmed compliance with the Code. Code of Conduct for Prohibition of Insider Trading is available on website of the Company under the web link https:// sandu.in/image/catalog/info-pages/Announcement/ policies/Insider-Trading-Policy.pdf

25. PARTICULARS OF EMPLOYEES:

26. AUDITORS REPORT SECRETARIAL AUDIT REPORT AND COST AUDIT REPORT

The Statutory Audit Report Secretarial Audit Report and Cost Audit Report doesnât contain any qualification, reservation or adverse remarks.

27. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

28. ACKNOWLEDGEMENTS:

For and on behalf of Board of Directors of Sandu Pharmaceuticals Limited

Sd/- Sd/-

Umesh B Sandu Shashank B Sandu

DIN:01132141 DIN:00678098

Managing Director Director

Dated: 14/08/2023

Place: Mumbai

Mar 31, 2015

The Directors have pleasure in presenting before you the THIRTIETH Annual Report together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS:-

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

(in Rs)

Particulars 2014-15 2013-14

Revenue from Operation (Gross) 447,343,026 406,095,249

Less Excise Duty 5,127,185 3,962,805

Less Trade Discount 48,013,846 42,672,472

Add Insurance claim received 1,814,304 147,559

Revenue from operations (net) 396,016,299 359,607,531

Other Income 1,368,834 3,268,247

Total revenue 397,385,132 362,875,778

Total Expenses 391,097,712 354,643,705

Profit Before Tax 6,287,420 8,232,073

Less: Current Tax 1,250,000 2,400,000

Deferred Tax 900,793 870,217

Profit after Tax 4,136,627 4,961,856 Earnings per share (of Rs 10/- each) (a) Basic

(i) Continuing operations 0.58 0.70

(ii) Total operations 0.58 0.70

2. REVIEW OF OPERATIONS:

In the financial year 2014-15, the company achieved an Income from operations of Rs. 447,343,026 as compared to Rs. 406,095,249 in the previous year.

Profit before tax was Rs. 6,287,420 for the year ending 31st March, 2015 as compared to Profit of Rs. 8,232,073 in the previous year.

Profit after tax was Rs. 4,136,627 for the year ended 31st March, 2015 as compared to a Profit of Rs. 4,961,856 in the previous year.

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors' Report.

3. DIVIDEND:

Keeping the Company's in insufficient profit in mind, your Directors have decided not to recommend dividend for the year.

4. RISK MANAGEMENT:

The Board has laid down a clear Risk Management Policy to identify potential business risks and install effective mitigation processes to protect Company's assets and business risks. Risk Assessment and minimization plan are reviewed by the Board on a periodic basis.

5. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate Internal Financial Control Systems, commensurate with the size, scale and complexity of its operations. The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company on an ongoing basis.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees to report genuine concern about unethical behavior, actual or suspected fraud or violation of code of conduct which provides for adequate safeguards against victimization of director (s)/ employee (s) and also provides for direct access to the Chairman of the Audit committee in exceptional cases. The Audit Committee and the Board of Directors have approved the Whistle Blower Policy and the details of this policy are available on the website of the Company under the we blink www.sandu.in. The provisions of the Policy are in accordance with the provisions of Section 179 of the Act and amended Clause 49 of the Listing Agreement.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

On recommendation of the Nomination and Remuneration Committee the Board of Directors had appointed Dr. Mrs Shubhada P Sandu (DIN: 07148834) as Additional Director of the Company with effect from 01st April 2015 subject to the approval of the Shareholders in the Annual General Meeting.

Shri. Bhaskar G Sandu (Non Executive Director) retires by rotation and, being eligible, offers himself for re appointment.

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.

7.1 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 Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report. The We blink of familiarization programme undertaken for Independent Director will be available on www.sandu.in.

The Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, Board structure and composition, establishment and delineation of responsibilities to various Committees, qualification, positive attribute, independence of a director, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director/Executive Director.

Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

7.2 NOMINATION AND REMUNERATION POLICY

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. The Remuneration Policy is stated in the Corporate Governance Report

7.3 MEETINGS

During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

7.4 AUDIT COMMITTEE

The details of the composition of the Audit Committee are given in the corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) of the Companies Act 2013, your Directors confirm that:

(a) In the preparation of annual accounts, for the year ended 31st March, 2015, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

Mas on 31st March, 2015 and of the profit of the Company for the year ended on that date; Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

9. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have the net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

10. AMOUNT WHICH IS PROPOSED TO BE CARRIED TO ANY RESERVES :

The company has not transferred amount to any reserves and hence it is Nil.

11. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

All Related Party Transactions entered into during the financial year 2014-15 were ratified by Audit Committee and Board of Directors from time to time. The Company has developed a Related Party Transactions policy for the purpose of identification and monitoring of such transaction.

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

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

13. AUDITORS

11.1 STATUTORY AUDITORS

The Auditors M/s Joshi Joshi & Co, retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

11.2 SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mrs Kritika P Satardekar, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "ANNEXURE B".

14. INTERNAL COMPLAINTS COMMITTEE

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for Redressal of complaints against sexual harassment and there were no complaints received during the financial year.

15. DISCLOSURE REQUIREMENTS

Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. Management Discussion and Analysis is annexed as "ANNEXURE A" to the report & Secretarial Audit Report as "ANNEXURE B". As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on the corporate governance is annexed as "Annexure - C", Auditors Certificate on Corporate Governance as "Annexure D", Certification by Chief Financial Officer as "Annexure E", Declaration of Managing Director as "Annexure F"

16. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) CONSERVATION OF ENERGY

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B) TECHNOLOGY ABSORPTION

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

C) FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

17. EXTRACT OF ANNUAL RETURN:

As provided under section 92 (3) of the Act, the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure G" which forms part of this report.

18. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

The information required under section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is annexed as "Annexure - H" to this report.

19. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the financial year 2014-15.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the Investments made by the Company is given in the notes to the financial statements.

21. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTY:

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the companies act 2013 for the financial year 2014-15 in the prescribed format, AOC-2 has been enclosed with the report in "ANNEXURE I".

22. CODE OF CONDUCT :

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior's of any form. The Code has been posted on the Company's website www.sandu.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the designated employees and personnel have confirmed compliance with the Code.

23. 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 pre-clearance 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 Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

24. 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, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

25. EXPLANATION TO AUDITOR'S REMARKS

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Certain observations made in the report with regard to non filing of some forms/non compliance to some provisions were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

26. ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of Board of Directors

Sd/- Sd/- Sd/-

Bhaskar G Sandu Shashank B Sandu Umesh B. Sandu

Director Director Managing Director

DIN: 02816792 DIN: 00678098 DIN: 01132141

Dated: 13/08/2015

Place:Mumbai

Mar 31, 2014

Dear Member''s

The Directors have pleasure to present the TWENTY- NINETH Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2014.

* FINANCIAL RESULTS:-

PARTICULARS 2013-14 2012-13 (Rs. in (Rs. in Lacs) Lacs)

Income from continuing operations 4,022.80 3,386.11

(a) Net sales/income from operations (Net of excise duty)

Less: Trade discount 426.72 367.19

Other income 32.68 31.65

Sales & Other Income (Total Revenue) 3,628.76 3,050.57

Total Expenditure 3,546.44 2,934.16

Net Profit before Tax 82.32 116.41

Provision for Taxation 32.70 38.45

Profit after Tax 49.62 77.97

Balance brought forward 1,037.28 959.32

Profit available for appropriations 1,086.90 1,037.28

APPROPRIATION

Profit carried to Balance Sheet 1,086.90 1,037.28

* OPERATIONAL/FINANCIAL RESULTS:-

The performance of your Company for the year under review has been satisfactory. During the year Company has achieved a turnover (net of Excise Duty and Trade Discount) of Rs.3596.08 lacs as against Rs.3018.92 lacs, showing growth of Rs.577.16 lacs. The profit before tax has reduced from Rs.116.41 lacs to Rs.82.32 lacs. Net Profit after tax has reduced due to high input cost and some amount of inflationary pressure from Rs.77.97 lacs to Rs.49.62 lacs.

* DIVIDEND:-

Due to inadequate profits and in order to conserve funds during this period of economic slowdown the company does not recommend any dividend.

* DEMATERIALISATION OF SHARES :-

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of shares. With this, the Members have the option to hold their shares in the Company through Demat Mode and the script is under compulsory demat. The Company has dematerialised 84.88% of its entire issued share capital and hence, those members who intend to buy or sell the company''s shares are requested to dematerialise their shares at the earliest.

* CORPORATE GOVERNANCE:-

Your Company has taken all the mandatory steps as required in clause 49 of the listing agreement. A detailed report on Corporate Governance alongwith a certificate from the auditors certifying the compliance is annexed hereto and forms part of the Directors Report.

* INSURANCE:-

Your Company has taken adequate insurance cover for all its assets which includes Building, Plant and Machinery, Inventory against Fire, Earthquake and inclusive of SSRCC. All the Finished Stock at various locations are fully and adequately insured. Your Company also follows prudent business norms whereby all finished goods are dispatched under a valid Marine Insurance cover to any of the stocking locations, C & F and/or super stockiest wherever applicable anywhere across the country.

* PARTICULARS OF EMPLOYEES:-

For the year under review there are no employees falling under the purview ofthe section 217(2A) ofthe Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC:-

The particulars as required under the provisions of section 217(2A) of the Companies Act, 1956 and Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto. Also as there were no transactions in connection with the import or export of any raw materials or products, hence no inflow or outflow of Foreign Exchange, thereby resulting in the inapplicability of section 217 (1) (e) of the Companies Act, 1956.

* DIRECTORS:-

Shri. Shashank B. Sandu, Director who retires by rotation and being eligible offers himself for re- appointment. As required, a brief resume of Shri. Shashank B. Sandu is given under separate section of Corporate Governance.

Pursuant to Companies Act, 2013 all the Independent Directors namely Shri. Dilip R. Salgaoncar, Dr. Krishna B. Deshpande, Dr. Madan L. Kapre and Shri. K. Vinay Kumar, are being appointed as Independent Directors of the Company not liable to retire by rotation, to hold office for a fixed term of 5 years.

Members are requested to consider the appointments / re-appointment favorably.

* DIRECTORS RESPONSIBILITY STATEMENT:-

The Directors confirm that:-

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

M appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014;

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

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

* AUDITORS :-

M/s Joshi Joshi & Company, Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The letter from the Auditor has been received to the effect that the re- appointment if made would be in accordance with the Companies Act, 2013.

You are requested to consider their re-appointment.

The notes to the accounts as referred to in the Auditors report are self-explanatory and therefore do not call for any further comments.

* ACKNOWLEDGEMENT :-

The Board of Directors places on record its sincere appreciation for the wholehearted and continued devotion and a sense of commitment extended by the employees at all levels which has been a source of strength and inspiration to the Company and acknowledge their contribution towards sustained progress and performance of your Company.

The Board also wishes to place on record their gratitude to its shareholders and Bankers - Dena Bank, Stock Exchanges, NSDL and CDSL for their continued support to the Company and the trust and confidence placed by them.

On behalf the Board of Directors Sd/- Bhaskar G. Sandu Chairman

Place: Mumbai Date : 30th May, 2014

Mar 31, 2013

The Directors have pleasure to present TWENTY - EIGTH Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2013.

- FINANCIAL RESULTS :-

PARTICULARS 2012-13 2011-12 (Rs. in (Rs. in Lacs) Lacs)

Sales & Other Income 3417.76 3148.78

Total Expenditure 3301.35 3036.85

Net Profit before Tax 116.41 111.93

Provision for Taxation 38.44 63.56

Profit after Tax 77.97 48.37

Balance brought forward 959.31 910.94

Profit available for appropriations 1037.28 959.31

APPROPRIATION

Profit carried to Balance Sheet 1037.28 959.31

- OPERATIONAL / FINANCIAL RESULTS:-

The performance of your Company for the year under review has been satisfactory. During the year Company has achieved a turnover(Net of excise duty) of Rs.3386.11 lacs as against Rs.3124.45 lacs showing growth of Rs. 261.66 lacs. The profit before tax has marginally gone up from Rs.111.93 lacs to Rs.116.41 lacs. However the Net Profit after tax has gone up from Rs.48.37 lacs to Rs.77.97 lacs.

DIVIDEND:-

Due to inadequate profits and in order to conserve funds during this period of economic slowdown the company does not recommend any dividend.

- DEMATERILISATION OF SHARES :-

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for Dematerisation of shares. With this, the Members have the option to hold their shares in the Company through Demat Mode and the script is under the compulsory demat. The Company had dematerilised 85.4 % of its entire shares and hence members are requested to dematerialise their shares at the earliest.

- CORPORATE GOVERNANCE:-

Your Company has taken all the mandatory steps as required in clause 49 of the listing agreement. A detail report on Corporate Governance alongwith a certificate from the auditors certifying the compliance is annexed hereto and forms part of the Directors Report.

- INSURANCE:-

Your Company has taken adequate insurance cover of all its assets which includes Building, Plant and Machinery, Inventory against Fire, Earthquake and SSRCC as such all the Finished Stock at branches, are fully and adequately insured. Your company also follows prudent business norms whereby all finished goods are dispatched under a valid Marine Insurance to any of the Company branches or C & F anywhere across the country.

- PARTICULARS OF EMPLOYEES:-

The Company maintained cordial relationship with its employees during the year under review.

For the year under review there are no employees falling under the purview of the section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

- CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC:-

The particulars as required under the provisions of section 217(2A) of the Companies Act, 1956, and companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

Also as there were no transactions in connection with the import or export of any raw materials or products, hence no inflow or outflow of Foreign Exchange, thereby resulting in the inapplicability of Clause 217 (1) (e) of the Companies Act, 1956.

- DIRECTORS:-

Shri. K. Vinay Kumar, Director who retires by rotation and being eligible offers himself for re-appointment. As required, brief resume of Director is given under separate section of Corporate Governance. You are requested to consider his reappointment.

- DIRECTORS RESPONSIBILITY STATEMENT:-

The Directors confirm that:-

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

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013

(c) and of the profit of the Company for the year ended 31st March, 2013; Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

- AUDITORS:-

The notes to the accounts are referred to in the Auditors report are self-explanatory and therefore do not call for any further comments.

M/s. Joshi Joshi & Company, Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The letter from the Auditors has been received to the effect that the reappointment if made would be within the prescribed limits under Section 224 (1B) of The Companies Act, 1956.

You are requested to consider their reappointment.

- CostAuditors:-

M/s. Joshi Apte and Associates, Cost Accountants, Mumbai were re-appointed as Cost Auditors for the financial year 2013-14 to conduct Cost Audit of the accounts of the company as prescribed under Cost Audit Rules, 2011.

- ACKNOWLEDGEMENT:-

The Board of Directors places on record its sincere appreciation for the wholehearted and continued devotion and a sense of commitment extended by the employees at all levels which has been a source of strength and inspiration to the Company and acknowledge their contribution towards sustained progress and performance of your Company.

The Board also wishes to place on record their gratitude to its shareholders and Bankers - Dena Bank, Stock Exchanges, NSDL, and CDSL for their continued support to the Company and the trust and confidence placed by them.

ON BEHALF THE BOARD OF DIRECTORS

Place: Mumbai BHASKAR G. SANDU

Date: 14th August, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure to present the TWENTY - SEVENTH Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:-

PARTICULARS 2011-12 2010-11 (Rs.in Lacs) (Rs.in Lacs)

Sales & Other Income 3148.78 2185.57

Total Expenditure 3036.85 2079.62

Net Profit/Loss before Tax 111.93 105.95

Provision for Taxation 63.56 24.40

Profit / Loss after Tax 48.37 81.55

Balance brought forward 910.94 829.39

Profit/Loss 959.31 910.94

APPROPRIATION

Prior year Adjustment - -

Profit carried to Balance Sheet 959.31 910.94

- OPERATIONAL / FINANCIAL RESULTS:-

The performance of your Company for the year under review has been satisfactory. During the year Company has achieved a turnover ofRs.3156.22 lacs as against Rs.2167.52 lacs showing growth of Rs. 988.70 lacs. The profit before tax has gone up, from Rs.105.94 lacs to Rs.111.93 lacs. However the Net Profit after tax has gone down from Rs.81.55 lacs to Rs.48.37 lacs, due to increase in the cost of raw materials, labour, cost of power & fuel, travel and cost of conveyance for sales personnel and other manufacturing cost have gone up. During the year as the prices of all the major Raw materials like Sugar, Jaggery has increased which has severely affected the Company's profitability.

Your Company is mainly engaged in the manufacture of Ayurvedic Medicines and requires lot of efforts in the research and development of the new products. Your Company has taken effective steps in the research and development of the new products and new modern technology.

- DIVIDEND:-

Due to inadequate profits and in order to conserve funds the company does not recommend any dividend.

- DEMATERILISATION OF SHARES

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for Demateriiisation of shares. With this, the Members have the option to hold their shares in the Company through Demat Mode and the script is under the compulsory demat. The Company had dematerilised 84% of its entire shares and hence members are requested to dematerialise their shares at the earliest.

- CORPORATE GOVERNANCE:-

Your Company has taken all the mandatory steps as required in clause 49 of the listing agreement. A detail report on Corporate Governance alongwith a certificate from the auditors certifying the compliance is annexed hereto and forms part of the Directors Report.

- INSURANCE:-

Your Company has taken adequate insurance cover of all its assets which includes Building, Plant and Machinery, Inventory against Fire, Earthquake and SSRCC as such all the Finished Stock at branches, C&F are fully ana adequately insured. Your company also follows prudent business norms whereby all finished goods are dispatched under a valid Marine Insurance to any of the Company branches or C & F anywhere across the country.

- PARTICULARS OF EMPLOYEES:-

The Company has maintained cordial relationship with its employees during the year under review.

For the year under review there are no employees falling under the purview of the section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

- CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC:-

The particulars as required under the provisions of section 217(2A) of the Companies Act, 1956, and companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

Also as there were no transactions in connection with the import or export of any raw materials or products, hence no inflow or outflow of Foreign Exchange, thereby resulting in the inapplicability of Clause 217 (1) (e) of the Companies Act, 1956.

- DIRECTORS:-

Shri. Dilip R. Salagoncar, Director who retires by rotation and being offers himself for re-appointment. As required, brief resume of Director is given under separate section of Corporate Governance. You are requested to favourably consider his reappointment.

- DIRECTORS RESPONSIBILITY STATEMENT: -

The Directors confirm that:-

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

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31s1 March, 2012 and of the profit of the Company for the year ended 31st March, 2012;

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

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

- AUDITORS:-

The notes to the accounts are referred to in the Auditors report are self-explanatory and therefore do not call for any further comments.

M/s Joshi Joshi & Company, Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The certificate from the auditor has been received to the effect that the reappointment if made would be within the prescribed limits under Section 224 (1B) of The Companies Act, 1956. You are requested to consider their appointment.

- Cost Auditors:-

Joshi Apte and Associates, Cost Accountants, Mumbai were re-appointed as Cost Auditors for the financial year 2012-13 to conduct Cost Audit of the accounts of the company as prescribed under Cost Audit Rules, 2011.

- Inspection under section 209A of the companies Act, 1956:-

During the financial year 2010-2011, Inspection of the company's records, registers, books of accounts & minute book was conducted as per section 209A of the Companies Act, 1956 at the Company's registered office. The inspection was held for the financial years 2006-07, 2007-08, and 2008-09. With reference to the same, Registrar of Companies had raised certain technical issues for which the company has initiated necessary steps in rectifying the same.

- ACKNOWLEDGEMENT: -

The Board of Directors places on record its sincere appreciation for the wholehearted and continued devotion and a sense of commitment extended by the employees at all levels which has been a source of strength and inspiration to the Company and acknowledge their contribution towards sustained progress and performance of your Company.

The Board also wishes to place on record their gratitude to its shareholders and Bankers - Dena Bank, Stock Exchanges, NSDL, and CDSL for their continued support to the Company and the trust and confidence placed by them.

ON BEHALF THE BOARD OF DIRECTORS

Place: Mumbai B.G. SANDU

Date: 01st August, 2012 Chairman

Mar 31, 2011

The Directors have pleasure to present TWENTY - SIXTH Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2011

FINANCIAL RESULTS:-

PARTICULARS 2010-11 2009-2010 (Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 2185.57 1560.41

Total Expenditure 2079.62 1473.37

Net Profit/Loss before Tax 105.95 87.04

Provision for Taxation 24.40 20.34

Profit / Loss after Tax 81.55 66.70

Balance brought forward 829.39 759.30

Profit/Loss 910.94 826.00

APPROPRIATION

Prior year Adjustment - 3.39

Profit carried to Balance Sheet 910.94 829.39

OPERATIONAL/ FINANCIAL RESULTS:

The performance of your Company for the year under review has been satisfactory. During the year Company has achieved a turnover of Rs.2167.52 lacs as against Rs.1558.27 lacs showing growth of Rs.609.25 lacs which is around 39.10% more than the previous year.

The profit before tax has gone up by Rs. 18.91 lacs, from Rs. 87.04 lacs to Rs. 105.95 lacs which is around 21.73% more than that of the previous year. However the Net Profit after tax has gone up by Rs. 11.47 lacs from Rs. 70.08 lacs to Rs. 81.55 lacs which is around 16.37% more than that of the previous year.

Your Company is mainly engaged in the manufacture of Ayurvedic Medicines and requires lot of efforts in the research and development of the new products. Your Company has taken effective steps in the Research and Development of the new products and new modern technology.

Corporate Social Responsibilities:

The company understands its responsibility towards society at large & in its quest to attain the said philosophy the company has embarked upon the following:

1. Water harvesting project: The Company has identified that water, being a very precious and it needs to be well nurtured & conserved & hence the company has embarked on a massive front by conserving water for which a professional body has submitted a report which has been implemented whereby the company intends to accumulate, store & re-charge the water table at the companys industrial facility, it is estimated that about 25 million litres of rain water will be used to charge the water table, thus all the nearly villages will get abundant water all throughout the year which at present normally have water shortage right from the month of January till the consent of mansoon.

2. Composting : The residual waste collected from the herbs after it has utilized for extraction purpose are scientifically treated under professional & qualified supervision whereby the herbal waste is converted into a herbal compost. The company then distributes the same to certain NGOs, local farmers and green environment bodies so as to promote natural form of fertilizers and compost. The company plans to tie-up with the local forest department so as to take this initiative right up to the people at the grass root level whereby it can then be implemented even at the village level.

3. Medical Camps : The Company conducts medical camps for certain poor & backward section of the society not only in Goa but also different parts of the country. Your Company believes in providing a certain portion to these down trodden people of the society. In days to come your company plans to increase this numbers & also would want to give a wide publicity & coverage to this fact so that other people are prompted to do their best for the society, in this way the true meaning & concept of corporate Social Responsibility will be translated in its true sense & society at large would stand to be benefited.

DIVIDEND :-

As your Company has undertaken quite a massive expansion programme & hence would like to conserve funds & hence do not recommend any dividend for the current year.

DEMATERILISATION OF SHARES :-

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for Dematerisation of shares. With this, the Members have the option to hold their shares in the Company through Demat Mode and the script is under the compulsory demat. The Company had dematerilised 46.07 % of its entire shares and hence members are requested to dematerialise their shares at the earliest.

CORPORATE GOVERNANCE:-

Your Company has taken all the mandatory steps as required in clause 49 of the listing agreement. A detail report on Corporate Governance alongwith a certificate from the auditors certifying the compliance is annexed hereto and forms part of the Directors Report.

INSURANCE:-

Your Company has taken adequate insurance cover of all its assets.

PARTICULARS OF EMPLOYEES:-

The Company maintained cordial relationship with its employees during the year under review.

For the year under review there are no employees falling under the purview of the section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC:-

The particulars as required under the provisions of section 217(2A) of the Companies Act, 1956, and companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

Also as there were no transactions in connection with the import or export of any raw materials or products, hence no inflow or outflow of Foreign Exchange, thereby resulting in the inapplicability of Clause 217 (1) (e) of the Companies Act, 1956.

DIRECTORS:-

Shri. Madan L. Kapre, Director who retires by rotation and being offers himself for re-appointment. You are requested to consider his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:-

The Directors confirm that:-

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

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011;

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

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

AUDITORS:-

The notes to the accounts are referred to in the Auditors report are self-explanatory and therefore do not call for any further comments. M/s Joshi Joshi & Company, Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The certificate from the auditor has been received to that effect that the reappointment if made would be within the prescribed limits under Section 224 (1B) of The Companies Act, 1956. You are requested to consider their appointment.

Disclosure of names of Constituents of "Group" Pursuant to regulation 3 (1) (e) (i) of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997.

"Sandhya K. Deshpande, Geeta U. Sandu, Shubhada Prabhakar Sandu, Bhaskar Govind Sandu, Jayashree B. Sandu, Umesh B. Sandu,Krishna B. Deshpande Kedar K. Deshpande, Minal S. Sandu, Shashank B. Sandu, Umesh B. Sandu (HUF), Shashank B. Sandu (HUF), Bhaskar Govind Sandu (HUF), Gargi S. Sandu, Virajeet S. Sandu, Shivani U. Sandu, Kanishka U. Sandu, Dr.Kishore B. Sandu, Dr. Mukta K. Sandu, Arnav K. Sandu, Dr.Kishore B. Sandu (HUF) Noumura Realty and Construction Pvt. Ltd., Phybrichem Engineers Pvt. Ltd., Akshath Finvest & Properties Pvt. Ltd., Sanmark Realty and Finance Pvt. Ltd., Fieldgate Enterprises Ltd."

INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT, 1956:-

During the year under review that is 2010-2011 Inspection of the companys records & books of accounts & minute book was conducted as per section 209A of the Companies Act, 1956 at the Companys registered office. The inspection was held for the financial years 2006-07, 2007-08, 2008-09 and 2009-2010. As per the final conclusion of the authorities it was found out that there were certain minor technical lapses on companys behalf as a result the company has taken immediate steps to rectify the same. The company was issued show cause notices for these technical lapses of Sec. 211, 149 (2A), 292 A, 299, 17 and 297 (1). As all the lapses listed out by the authorities are compoundable in nature as per companies Act 1956, the company was advised by their solicitors to file separate compounding applications which the company has already done within the stipulated time with the office of the Registrar of Companies, Goa, Daman, and Diu, at Panaji, Goa.

ACKNOWLEDGEMENT:-

The Board of Directors places on record its sincere appreciation for the wholehearted and continued devotion and a sense of commitment extended by the employees at all levels which has been a source of strength and inspiration to the Company and acknowledge their contribution towards sustained progress and performance of your Company

The Board also wishes to place on record their gratitude to its shareholders and Bankers - Dena Bank, Stock Exchanges, NSDL, and CDSL for their continued support to the Company and the trust and confidence placed by them.

By Order of the Board of Directors

Sd/- UMESH B. SANDU MANAGING DIRECTOR

Place : Mumbai Date : 1st JUNE. 2011

Mar 31, 2010

The Directors have pleasure to present TWENTY - FIFTH Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS :-

PARTICULARS 2009-10 2008-2009 (Rs.in Lacs) (Rs.in Lacs)

Sales & Other Income 1560.41 1426.61

Total Expenditure 1473.37 1336.12

Net Profit/Loss before Tax 87.04 90.49

Provision for Taxation 20.34 4.20

Profit / Loss after Tax 66.70 86.29

Balance brought forward 759.30 673.01

Profit/Loss 826.00 759.30

APPROPRIATION

Prior year Adjustment 3.39 -

Profit carried to Balance Sheet 829.39 759.30

Ayurvedic Therapy Centre:

The Company has been successful running the Sandu Ayurvedic Spa & Wellness Centre at Sangolda. During this period lot of customer preference, tastes and other related issues have been noticed by the Company. It is pertinent to note that all this information will be useful to the Company to position it for the right customers as it is evident that due to the varied likes and dislikes of customers/patients, it is therefore decided that the Company will tabulate all this information to be able to evaluate it in a much better manner and hence has kept on hold the plans of starting/commencing 25 new centres as this study itself is very important to the Company as it would not like to get into a big investment without evaluating it in its right perspective. In India as the average Indian first tries alternate remedies before turning to the modern day medicines, as patients have experienced lots of side effects of modern medicines whereas Ayurvedic Medicines are totally safe and can be purchased over the counter (OTC) unlike most of the modern day medicines, keeping this in mind the profile of the patient has changed over a period of time, the company feels that there is huge potential, but would like to tred very cautiously before committing to any further investment in the venture.

OPERATIONAL / FINANCIAL RESULTS:

The performance of your Company for the year under review has been satisfactory. During the year Company has achieved a turnover of Rs. 1558.27 lacs as against Rs. 1425.82 lacs showing growth of Rs. 132.45 lacs which is around 9.28% more than the previous year. The profit before tax has gone down by Rs. 3.45 lacs, from Rs. 90.49 lacs to Rs. 87.04 lacs which is around 3.81 % less than that of the previous year. The Net Profit after tax has also gone down by Rs. 19.59 lacs from Rs.86.29lacsto Rs.66.70 lacs which is around 22.70% less than that of the previous year, due to increase in the cost of raw materials namely Jaggery, Sugar and the other main ingredients, also cost of most of the Raw Materials also was high and it is expected that in the current year the performance would be much better. Due to good monsoon and also the inflationary trend seems to be coming down.

Your Company is mainly engaged in the manufacture of Ayurvedic Medicines and requires lot of efforts in the research and development of the new products. Your Company has taken effective steps in the research and development of the new products and new modern technology.

MANAGEMENT DISCUSSION AND ANALYSYS :-

Pursuant to clause 49 (v) (A) & (B) of the Listing Agreement, your Directors wish to report as follows :-

(a) Industry Structure & Development:

Company is mainly engaged in the manufacture of Ayurvedic Medicines and comes under the broader spectrum of Pharmaceutical Industry. However Pharmaceutical Industry in India is progressing at a moderate rate of 15% year on year, we are however optimistic towards stabilisation in the Ayurvedic industry in the near future as people are turning into Ayurveda in a very big way and also the Government is seriously pursuing the GMP policies which is forcing smaller companies to shut down which in turn is giving major opportunities to the organized player in this sector.

(b) Opportunities and Threats :

The opportunities are existing in the Ayurvedic Industry and can be achieved through proper research and developments and there is no doubt that the industry will thrive. The Company has good opportunities in the export market and it will also try and increase in near future. The industry needs to create general appreciation in the minds of the customer regarding Ayurveda which will help to increase the demands for Ayurvedic Products. There is increase in demand for Ayurvedic Products from all the section of the Society. The industry will have to face the acute competition in the regime of WTO and globalisation and liberalasation policies adopted by the government. Also the economic policies of the Government and political situation in the country will also affect the present business of the Company

(c) Segment wise performance :

Segment wise analysis of performance is not applicable to your Company under Accounting Standards 17 because there is only one segment i.e. Pharmaceutical.

(d) Outlook:

The outlook for the industry and consequently for your company during the current financial year is reasonably good subject however the cost of Raw Material will be very important as it will decide the profitability and growth of the Company.

(e) Risk and concerns :

Domestic and international market conditions would be the only risk which may be faced by the Company. Other risks and concerns related to finance, production, stocks, insurance etc. are being managed adequately and efficiently by your Company.

(f) Internal Control Systems and their adequacy :

Your Company has put effective Internal Control systems into operation and is having regular Internal Audit mechanism to monitor and review the same under the overall control and supervision of the Internal Auditor and the Audit committee of the directors. These systems have improved substantially and resulted into better management and effective controls. Continuous improvements are implemented in this regard. As the Internal Controls become more effective it is bound to result into better performance of the Company.

(g) Discussion of Financial performance with respect to operational Performance:

The overall financial performance of the Company was reasonably good more so in the light of high inflationary trends where the cost of Raw Materials/ inputs has increased considerably thereby putting the margins under severe pressure, it was only due to proper planning and effective buying of the Raw Material that the Company could maintain its position whereby there was a slight drop in Profit after Tax by about 22.70%.

(h) Material Development in Human Resource / Industrial Relations :

Your Company is constantly endeavoring to introduce Human

Resource Development activities for overall improvement of its team and induction of professional manpower. Your Company has good industrial relations. Your Company has substantially improved the relationship with all the employees at all the levels which also resulted to achieve higher production and inturn increase the profitability.

(i) Material Financial and Commercial Transaction :

There are no material significant financial and commercial transactions with related parties viz. Promoters, Directors or the Management, their companies / firms or relatives conflicting with the interest of the Company. The promoters and the Directors are not dealing in the shares of the Company.

DIVIDEND :-

Your Company has huge potential in the export market, as well as the largely untapped local market. Your Company wishes to grab the opportunity, available in the export market but for which there has to be research and development in the product. So your Company is expecting huge expenditure on research and development activities which is much essential in this competitive era. So Directors have decided to plough back the entire profits in order to achieve the better results in future and do not recommend any dividend during the year under review.

DEMATERILISATION OF SHARES :-

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for Dematerisation of shares. With this, the Members have the option to hold their shares in the Company through Demat Mode and the script is under the compulsory demat. The Company had dematerilised 45.69% of its entire shares and hence members are requested to dematerialise their shares at the earliest.

CORPORATE GOVERNANCE:-

Your Company has taken all the mandatory steps as required in clause 49 of the listing agreement. A detail report on Corporate Governance alongwith a certificate from the auditors certifying the compliance is annexed hereto and forms part of the Directors Report.

INSURANCE:-

Your Company has taken adequate insurance cover for all its assets including stocks as well as the land, Building, plant and machinery.

PARTICULARS OF EMPLOYEES:-

The Company maintained cordial relationship with its employees during the year under review.

For the year under review there are no employees falling under the purview of the section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC :-

The particulars as required under the provisions of section 217(2A) of the Companies Act, 1956, and companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

Also as there were no transactions in connection with the import or export of any raw materials or products, hence no inflow or outflow of Foreign Exchange, thereby resulting in the inapplicability of Clause 217 (1) (e) of the Companies Act, 1956.

DIRECTORS:-

Shri. B. G. Sandu, Director who retires by rotation and being offer himself for re-appointment. As required, brief resume of Director is given under separate section of Corporate Governance. You are requested to consider his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT: -

The Directors confirm that:-

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

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010;

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

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

AUDITORS:-

The notes to the accounts are referred to in the Auditors report are self-explanatory and therefore do not call for any further comments.

M/s Joshi Joshi & Company, Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The certificate from the auditor has been received to the effect that the reappointment if made would be within the prescribed limits under Section 224 (1B) of The Companies Act, 1956.

You are requested to consider their appointment.

ACKNOWLEDGEMENT:-

The Board of Directors places on record its sincere appreciation for the wholehearted and continued devotion and a sense of commitment extended by the employees at all levels which has been a source of strength and inspiration to the Company and acknowledge their contribution towards sustained progress and performance of your Company.

The Board also wishes to place on record their gratitude to its shareholders and Bankers - Axis Bank, Stock Exchanges, NSDL, and CDSL for their continued support to the Company and the trust and confidence placed by them.

ON BEHALF THE BOARD OF DIRECTORS

Place : Mumbai B.G. SANDU

Date: 17th July, 2010 Chairman

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