Directors Report of Sanjivani paranteral Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 31^st Annual Report and Company’ Audited Financial Statements for the
financial year ended 31^st March, 2025 (‘FY25’).

(Rs. in Lakhs)

Particulars	31-Mar-25	31-Mar-24
Income from operations	7009.86	5441.05
Other Income	121.35	51.72
Net Profit/(Loss) for the period (Before Exceptional and/or Extraordinary items)	1035.99	757.15
Exceptional Items	--	--
Profit / (Loss) before Tax	1035.99	757.15
Less: Provision for current tax	183.80	134.77
Less: Tax adjustment of earlier years	0.73	1.06
Less: Net deferred tax assets	41.28	4.81
(Loss) / Profit after tax	810.18	616.51
Other Comprehensive Income	--	--
Basic :	6.89	5.28
Diluted :	6.67	5.28

Company’s performance

The revenue from operations for Current Year was f7009.86Lakhs, Higher by 28.83 percent over the previous year’s revenue
of ^5441.05 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and
Previous Year was ^810.18 Lakhs and ^616.51 Lakhs, respectively.

Dividend

During the year under review, the Board of Directors has recommended dividend on the Equity Shares of the Company the
rate of 5% i.e., Rs. 0.5/- per share for the financial year ended 31st March, 2025. This recommendation is subject to the ap¬
proval of the Members at the ensuing 31st Annual General Meeting, if approved shall be paid within the time line as prescribed
under the Companies Act, 2013 (“the Act”) subject to deduction of tax at source (TDS) as applicable.

Particulars of Loans Granted, Guarantee Provided and Investments Made Pursuant to the Provisions of Section 186 of the Act

The Company has not granted any loans, not provided any Guarantee and not made any Investments which are covered
under the provision of Section 186 of the Act.

Public Deposits

The Company has not accepted any deposit from the public during the year under review.

Transfer to Reserves

In view of less profit, the Board has decided not to transfer any amount to General Reserves for the financial year ended
March 31,2025

Changes in Capital Structure

The conversion of 1,97,394 warrants into 1,97,394 equity shares of face value of ^10/- each was completed on 25th Novem¬
ber, 2024, upon receipt of the balance application money of approximately 75%, out of the 6,00,000 warrants originally allotted
on 05th February, 2024, on a preferential allotment basis to a single allottee pursuant to the exercise of its right of conversion.
Accordingly, the Board of Directors allotted 1,97,394 equity shares.

Except for the aforesaid conversion, there were no other changes in the capital structure of the Company during the year
under review. Further, as on the date of signing of this Report, 4,02,606 warrants out of the total 6,00,000 warrants have also
been converted into equity shares.

During the year, the Company had only one subsidiary, SPL Infusion Private Limited, in which it holds 60.87% shareholding.
The Company has also a partnership with Alevia Healthcare s.r.o., a reputed organization based in Prague, Czech Republic,
to launch a new project catering to the pharmaceutical markets of the European Union. Except for the above, the Company
did not have any other Subsidiary, Joint Venture, or Associate Company during the year.

Directors and Key Managerial Personnel

The Company has Five Directors with an optimum combination of Executive and Non-Executive Directors including Two wom¬
en director. The Board comprises of Three Non-Executive Independent Directors.

During the year and as on date of this report, following were the changes in Director/ Key Managerial Personnel:

1. Ms. Pooja Vijay Gohil resigned from the post of Company Secretary Cum Complaince officer of the company with effect
from Ravikumar Venkatramuloo Bogam was appointed as the Company Secretary Cum Compliance officer of the Company
with effect from 16th August, 2024;

2. Resignation of Mr. Hitesh Rajnikant Khona Chief Financial Officer of the Company with effect from 08th April, 2024;

3. Resignation of Mr. Shrenik Kumar Parasmalji Solanki, Independent Director of the Company with effect from 08th April,
2024;

4. Change in the designation of Mr. Srivardhan Ashwani Khemka (DIN: 08942106) from Non-Executive Director to Executive
Director, effective from 08 April 2024, as subsequently approved by the shareholders through postal ballot on 20th June, 2024;

5. Appointment of Mr. Pritesh Jain as a Chief Financial Officer on the Board of the Company for a term of 5 (five) years com¬
mencing from 08th April, 2024, subject to approval of Members on 20th June, 2024;

6. Appointment of Mr. Abhay Shah as an Independent Director on the Board of the Company for a term of 5 (five) years com¬
mencing from 08th April, 2024 subsequently regularized by the shareholders through postal ballot on 20th June, 2024;

Material changes and commitments affecting the financial position of the Company, between the end of the financial
year and the date of this report:

During the year ended 31st March, 2025, There were no material changes and commitments which affects the financial po¬
sition of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of
independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations. In the
opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and
are independent of the management.

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiar¬
ization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation
Programme conducted are available on the website of the company www.saniivani.co.in

Evaluation of performance of the Board, its Committees and Individual Directors

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its
Committees pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board evaluation was conducted
through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration
and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman,
Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of
the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity
and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to
effectively and reasonably perform their duties.

The action areas identified out of evaluation process have been discussed and are being implemented Remuneration Com¬
mittee, which is in.

Remuneration policy for Directors, Key Managerial Personnel and Other Employees and Criteria for appointment of
Directors

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration Committee
identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position
and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, inde¬
pendence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity
attributes as per the Board Diversity Policy of the Company.

Further, the Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed through
the web link: www.saniivani.co.in

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing
Regulations is provided in a separate section and forms part of this Report as Annexure - I which includes the state of affairs
of the Company.

Particulars of Employees:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuner¬
ation of Managerial Personnel) Rules, 2014 are attached as Annexure - II and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as
set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first
proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled there¬
to, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member
interested in obtaining a copy thereof, may write to the Company Secretary at [e-mail]

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations), a separate report on Corporate Governance is enclosed as a part of
this Annual Report. A Certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance
as stipulated in Regulation 17(7) read with Part A of Schedule II of the Listing Regulations is also enclosed along with the
Corporate Governance Report.

Board Meetings

The Board met 7 (Seven) times during the year under review. The details of Board Meetings and the attendance of the Direc¬
tors are provided in the Corporate Governance Report which forms part of this Annual Report.

Committees of the Board

Audit Committee

During the year under review, the Audit Committee of the Company comprised of 3 members (2 Independent Directors and
1 Executive Director) viz. Mr.Abhay Shah as Chairman, Mrs Monika Singhania and Mr.Srivardhan Khemka There are no
instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers
and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of this Annual Report. The
Company Secretary act as a Secretary of Audit Committee.

Other Committees

Details of other Committees of the Board along with their terms of reference, composition and meeting(s) held during the year
are provided in the Corporate Governance Report which forms part of this Annual Report.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course
of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not at¬
tracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are
no material related party transactions entered during the year under review with the Promoters, Directors or Key Managerial
Personnel. All Related Party Transactions, if any, are placed before the Audit Committee.

Internal Controls and Internal Financial Controls

The management believes that internal controls are the prerequisite of governance and that action emanating from agreed

business plans should be exercised within a framework of checks and balances. The management is committed to ensuring
adequate internal controls environment commensurate with the size and complexity of the business, which assures compli¬
ance with internal policies, applicable laws and regulations, ensures reliability and accuracy of records, promotes operational
efficiency, protects resources and assets, helps to prevent and detect fraud, errors and irregularities and overall minimizes
the risks.

The Company has a well-established internal controls framework comprising a set of policies, procedures and systems,
instrumental in enhancing the efficiency and effectiveness of business operations, reducing risks and costs, and improving
decision-making and accountability.

Internal financial controls framework, sub-set of internal controls framework assures the reliability and accuracy of financial
reporting and the preparation of financial statements for external purposes following generally accepted accounting principles

Whistle-Blower Policy/Vigil Mechanism

As a Company of repute and global standing, Sanjivani Parenteral Limited is committed to conducting its business by adopting
the highest standards of professional integrity and ethical behaviour. The organization has a detailed Global Code of Conduct
(‘Code’) that directs the Employees to uphold the Company values and urges them to conduct business with integrity and the
highest ethical standards. Management intends to prevent the occurrence of any practice not in compliance with this Code
through the Global Whistle Blower Policy. This mechanism aims to provide a secure environment to Employees for responsi¬
ble reporting of Code violations by Employees.

Risk Management Policy

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The
Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework,
competition etc. The Executive management has embedded risk management and critical support functions and the neces¬
sary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of
risk management are defensible.

Auditors

Statutory Auditors

R.B .Gohil & Co. Chartered Accountants, were appointed for a period of 5 years from the financial period year 01-04-2022 till
31-03-2027. Independent Auditor’s Report on Quarterly and Year to Date Financial results of Sanjivani Parenteral ltd. pursuant
to the regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditor’s Report
for the financial year ended 31st March, 2025, has been issued with an unmodified opinion, by the Statutory Auditors. Further,
the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act,
2013.

Secretarial Auditor

The Board had appointed M/s. HD and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the
Company for the financial year ended 31st March, 2025. The Secretarial Audit Report in the Form No. MR - 3 for the year is
provided as ‘Annexure - III’ to this Report. The Secretarial Audit Report for the year does not contain any qualification, reser¬
vation or adverse remark except a comment, as follows, which, in the opinion of the Board is self-explanatory.

Maintenance of Cost Records

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, the Board of Directors hereby state that the Company is required to maintain cost records as prescribed by the
Central Government and such accounts and records are being duly maintained.

Reporting of Frauds

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

Policies & Disclosure Requirements

Details of programme for familiarisation of Independent Directors with the Company is available on the website of the Compa¬
ny at the following link https://www.saniivani.co.in/investorzone.

Policy on dealing with related party transactions is available on the website of the Company at the following link https://www.
saniivani.co.in/investorzone.

Policy for determining Materiality of Events of the Company is available on the website of the Company at the following link
https://www.saniivani.co.in/investorzone.

The code of conduct for Directors and senior management of the Company is available on website of the Company at the
following link https://www.saniivani.co.in/investorzone.

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Di¬
rectors of the Company to report genuine concerns that could have serious impact on the operations and performance of the
business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the Act and Regulation 4(2)(d)
(iv) of the Listing Regulations. Policy on Whistle Blower is available on website of the Company at the following link https://
www.saniivani.co.in/investorzone.

Corporate Social Responsibility

Sanjivani’s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR
policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annex-
ure V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy
is available on the Company’s website at HYPERLINK “https://www.sanjivani.co.in/investorzone.”

Business Responsibility & Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.
Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated
under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as ‘Annexure - IV’
to this Report.

Change in Name of Registrar and Share Transfer Agent

The name of Registrar and Transfer Agent of the Company is changed to MUFG Intime India Private Limited (RTA) from Link
Intime India Private Limited, with effect from December 31,2024. This is pursuant to acquisition of Link Group by Mitsubishi
UFJ Trust & Banking Corporation, by way of scheme of arrangement.

Maternity Benefits

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the
Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and
other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace envi¬
ronment to ensure the health, safety, and dignity of women employees during and after maternity

Human Resources

In any organization communication with employee is a key determinant factor of success your Company believes that employ¬
ees are the most valued assets for success and growth of the Company. Your Company had implemented internet network
for communication between management and employees for enhanced accessibility and transparency. Company has also
initiated many morale building programs to strengthen their self-belief which further benefits the Company.

Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for
the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company
to create and provide an environment to all its employees that is free from discrimination and harassment including sexual
harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made thereunder.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and material orders passed by the regulators or courts or tribunals

During the financial year, the Company obtained listing and trading approval under SEBI (ICDR) Regulations, 2015 for the
issuance of 1,97,394 equity shares upon conversion of 1,97,394 warrants allotted to the promoter on a preferential basis.
Except for the aforesaid approval, there were no significant or material orders passed by regulators, courts, or tribunals which
could impact the going concern status of the Company.

Annual Return

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act’) in form MGT-7 is
made available on the website of the Company and can be accessed at https://www.saniivani.co.in

Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board (“SS-1”) and
on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

Other Disclosures

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and
there is no instance of one-time settlement with any Bank or Financial Institution.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors’ Respon¬
sibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting stan¬
dards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025
and of the profit of the Company for the year ended on that date;

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

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

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

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

Penalities / Punishment / Compounding Of Offences

There were no instances of non-compliance by the Company on any matters related to the capital markets or penalties,
strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital
markets, during the last three years.

Acknowledgements

Your Directors wish to thank all stakeholders, employees and business partners, Company’s bankers, medical professionals
and business associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For And on Behalf of the Board of Directors
Sanjivani Paranteral Limited

^SD/- _SD/-
Srivardhan Ashwani Khemka

Ashwani Anamisharan Khemka

Director

Director

Place: Mumbai
Date: 12^th August, 2025

---

Mar 31, 2024

Your Directors take pleasure in presenting the Thirtieth Annual Report and Company’ Audited Financial Statements for the financial year ended 31st March, 2024 (‘FY24’).

(Rs. in Lakh)
Particulars	31-Mar-24	31-Mar-23
Income from operations	5441.05	3549.16
Other Income	51.72	55.35
Net Profit/(Loss) for the period (Before Exceptional and/or Extraordinary items)	757.15	494.43
Exceptional Items	--	--
Profit / (Loss) before Tax	757.15	494.43
Less: Provision for current tax	134.77	81.16
Less: Tax adjustment of earlier years	1.06	23.15
Less: Net deferred tax assets	4.81	(61.03)
(Loss) / Profit after tax	616.51	451.15
Other Comprehensive Income	--	--
Basic :	5.28	4.51
Diluted :	5.28	4.51

Company’s performance

The revenue from operations for Current Year was ^5441.05 Lakhs, Higher by 53.31 percent over the previous year’s revenue of ^3549.16 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and Previous Year was ^616.51 Lakhs and ^451.15 Lakhs, respectively.

Dividend

During the year under review, the Directors have not declared a Dividend for the year ended 31st March, 2024,

Loans, Guarantees & Investment

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

Public Deposits

The Company has not accepted any deposit from the public during the year under review.

Changes in Capital Structure

The Board approved the allotment of 1,686,000 fully paid-up equity shares to the Non-Promoter group at a price of Rs. 135.10 per share, which includes a premium of Rs. 125.10 per share. The total amount received from this allotment is Rs. 22,77,78,600. As a result of this the present issued, subscribed, paid up Share Capital of the Company is INR. 11,68,43,000 except this there were no changes in the capital structure of the Company during the year under review.

Subsidiaries/ Joint Ventures/ Associates

During the year the company entered into a partnership with Alevia Healthcare s.r.o,, a reputable organization based in Prague, Czech Republic, to launch a new project aimed at Catering to the pharmaceutical markets of the European Union. Additionally, the Company incorporated a subsidiary on 26th February, 2024 under the name SPL infusion Private Limited and holds 60% shareholding in the same except this there were no other Subsidiary, Joint Venture or Associate Company.

Directors and Key Managerial Personnel

The Company has Five Directors with an optimum combination of Executive and Non-Executive Directors including Two women director. The Board comprises of Three Non-Executive Independent Directors.

During the year following re-constitution of the Board of Director and Key Managerial Personnel held as followed:

1. Ms. Ritu Puglia resigned from the post of Company Secretary Cum Compliance officer of the Company with effect from 12th December, 2023;

2. Ms. Pooja Vijay Gohil was appointed as the Company Secretary Cum Compliance officer of the Company with effect from 05th February, 2024;

Subsequent to the closure of the financial years and as on the date of signing of this report following re-constitution of the Board of Director and Key Managerial Personnel held as followed:

1. Resignation of Mr. Hitesh Rajnikant Khona Chief Financial Officer of the Company with effect from 08th April, 2024;

2. Resignation of Mr. Shrenik Kumar Parasmalji Solanki, Independent Director of the Company with effect from 08th April, 2024;

3. Change in Designation of Mr. Srivardhan Ashwani Khemka (DIN: 08942106), From Non-Executive Director to Executive Director with effect from 08th April, 2024;

4. Appointment of Mr. Pritesh Jain as a Chief Financial Officer of the Company for a term of 5 (five) years commencing from 08th April, 2024;

5. Appointment of Mr. Abhay Shah as an Additional Independent Director on the Board of the Company for a term of 5 (five) years commencing from 08th April, 2024.

However, vide Postal Ballot Resolution passed by the Shareholders of Company concluded on 20th June, 2024, approved the following:

1. Change in Designation of Mr. Srivardhan Ashwani Khemka (DIN: 08942106), From Non-Executive Director to Executive Director with effect from 08th April, 2024;

2. Appointment of Mr. Pritesh Jain as a Chief Financial Officer of the Company for a term of 5 (five) years commencing from 08th April, 2024;

3. Regularization of the appointment of Mr. Abhay Shah as an Independent Director on the Board of the Company for a term of 5 (five) years commencing from 08th April, 2024.

Material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report:

During the year ended 31st March, 2024, There were no material changes and commitments which affects the financial position of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are independent of the management.

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme conducted are available on the website of the company www.sanjivani.co.in

Evaluation of performance of the Board, its Committees and Individual Directors

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The action areas identified out of evaluation process have been discussed and are being implemented Remuneration Committee, which is in.

Remuneration policy for Directors, Key Managerial Personnel and Other Employees and Criteria for appointment of Directors

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company.

Further, the Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed through the web link: www.sanjivani.co.in

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report as Annexure - I which includes the state of affairs of the Company.

Particulars of Employees:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - II and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at [e-mail]

Corporate Governance Report

During the year under review, the provisions of Corporate Governance under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Board Meetings

The Board of Directors met Five (5) times on 06th May, 2023, 24th July, 2023, 18th October, 2023, 25th December, 2023, 05th February, 2024, during the Financial Year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

Committees of the Board

As on 31st March, 2024, the Board has 3 (Three) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions entered during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions, if any, are placed before the Audit Committee.

Internal Controls and Internal Financial Controls

The management believes that internal controls are the prerequisite of governance and that action emanating from agreed business plans should be exercised within a framework of checks and balances. The management is committed to ensuring adequate internal controls environment commensurate with the size and complexity of the business, which assures compliance with internal policies, applicable laws and regulations, ensures reliability and accuracy of records, promotes operational efficiency, protects resources and assets, helps to prevent and detect fraud, errors and irregularities and overall minimizes the risks.

The Company has a well-established internal controls framework comprising a set of policies, procedures and systems, instrumental in enhancing the efficiency and effectiveness of business operations, reducing risks and costs, and improving decision-making and accountability.

Internal financial controls framework, sub-set of internal controls framework assures the reliability and accuracy of financial reporting and the preparation of financial statements for external purposes following generally accepted accounting principles

Whistle-Blower Policy/Vigil Mechanism

As a Company of repute and global standing, Sanjivani Parenteral Limited is committed to conducting its business by adopting the highest standards of professional integrity and ethical behaviour. The organization has a detailed Global Code of Conduct (‘Code’) that directs the Employees to uphold the Company values and urges them to conduct business with integrity and the highest ethical standards. Management intends to prevent the occurrence of any practice not in compliance with this Code through the Global Whistle Blower Policy. This mechanism aims to provide a secure environment to Employees for responsible reporting of Code violations by Employees.

Risk Management Policy

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

AUDITORS

Statutory Auditors

R.B .Gohil & Co. Chartered Accountants, were appointed for a period of 5 years from the financial period year 01-04-2022 till 31-03-2027. Independent Auditor’s Report on Quarterly and Year to Date Financial results of Sanjivani Parenteral ltd. pursuant to the regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditor’s Report for the financial year ended 31st March, 2024, has been issued with an unmodified opinion, by the Statutory Auditors. Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor

The Board had appointed M/s. HD and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2025. The Secretarial Audit Report in the Form No. MR - 3 for the year is provided as ‘Annexure - III’ to this Report. The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark except a comment, as follows, which, in the opinion of the Board is self-explanatory.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013:

The Company is not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013. Business Responsibility & Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company. Corporate Social Responsibility

The Company is not mandated to establish a Corporate Social Responsibility (CSR) Committee or to formulate a CSR policy, as it does not fall under the provisions of Section 135 of the Companies Act, 2013. However, CSR requirements will apply for the financial year 2024-25, and the Company is required to comply with the reporting obligations for that period.”

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as ‘Annexure - IV’ to this Report.

Human Resources

In any organization communication with employee is a key determinant factor of success your Company believes that employees are the most valued assets for success and growth of the Company. Your Company had implemented internet network for communication between management and employees for enhanced accessibility and transparency. Company has also initiated many morale building programs to strengthen their self-belief which further benefits the Company.

Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and material orders passed by the regulators or courts or tribunals

During the financial year, the company received in-principle approval under Regulation 28(1) of SEBI (LODR) Regulations, 2015, as per BSE’s letter dated 23rd January 2024, for the issuance of 1,686,000 equity shares and 600,000 warrants convertible into 600,000 equity shares to promoters and non-promoters on a preferential basis except this there were no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status of the Company.

Annual Return

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act’) in form MGT-7 is made available on the website of the Company and can be accessed at https://sanjivaniparanteralltd/annual-return

Secretarial Standards

The Company has complied with the applicable secretarial standards as amended from time to time.

Other Disclosures

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024and of the profit of the Company for the year ended on that date;

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

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

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

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

Acknowledgements

Your Directors wish to thank all stakeholders, employees and business partners, Company’s bankers, medical professionals and business associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

---

Mar 31, 2023

Your Directors are presenting herewith the 29th Annual Report together with the Audited statement of aaccounts
for the Financial year ended March 31,2023.

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS	AS AT 31.03.2023	AS AT 31.03.2022
Sales & Other Income	3604.51	3085.59
PBID	619.07	596.92
Interest	35.87	21.32
Depreciation	88.77	87.74
PBT	494.43	487.86
PAT	451.15	484.64

PERFORMANCE AND BUSINESS REVIEW

During the year under review, Company has achieved the turnover of Rs.3604.51 Lakh and PAT
of Rs. 451.15 Lakh as against turnover of Rs.3085.59 Lakh and PAT of Rs.484.64 Lakh for the
corresponding previous year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended March 31,2023.
TRANSFER TO RESERVES:

There has been no transfer to reserves out of the amount available for appropriation.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the general nature of business of your Company.
SUBSIDIARY/ASSOCIATE COMPANY etc.

The Company do not have any Subsidiary, Joint Venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments as specified under Section 186 of the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm''s length
basis and in the ordinary course of business and that the provisions of Section 188 of the
Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in

form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there
are no material related party transactions entered during the year under review with the
Promoters, Directors or Key Managerial Personnel. All Related Party Transactions, if any, are
placed before the Audit Committee

EXTRACT OF ANNUAL RETURN:

The provisions of section 134 of Companies Act, 2013 were amended vide Companies
Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018.
Accordingly, the requirement of attaching the extract of Annual Return, in format MGT -9 with
the Directors Report has been dispensed off and the same needs to be posted on the
Company''s website, if any, and a link is to be given in the Directors Report.

Accordingly, the same will be placed on the website of the Company.

DETAILS OF COMPANY’S CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it
does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not
required to formulate policy on corporate social responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS:

Global Overview

As per the World Economic Outlook (WEO) Update, global growth is anticipated to decline from
an estimated 3.5 percent in 2022 to 3.0 percent in both 2023 and 2024. The rise in central bank
policy rates in order to combat inflation continues to impact and burden economic activity.
Global headline inflation is projected to fall from 8.7 percent in 2022 to 6.8 percent in 2023. The
silver lining is that inflation could fall faster than expected, leading to loosening the need for a
tight monetary policy. In most economies, the focus continues to be achieving sustained
disinflation, while maintaining financial stability.

Indian Economy

As per the latest Government data, India''s GDP has grown by 6.1 per cent in the fourth quarter
of Fy 2023. For the entire FY 2023, the growth rate has been 7.2 per cent, reaffirming India''s
economic resilience in the face of geopolitical tensions and the shock waves of the last three
fiscals. India''s GDP has reached $3.75 trillion in 2023, from around $2 trillion in 2014; moving
from the tenth largest to the fifth largest economy in the world, having being called “a Bright Spot
in the global economy” by the Ministry of Finance.

Pharmaceutical Industry

The importance of exemplary research and development in combating and containing the
pandemic has created a defining precedent also for other treatment procedures. In line with
this, the pharma sector is poised for robust growth on the back of extensive research and
development, coupled with the introduction of innovative treatments for patients. In the recent
past, there has been a dynamic shift in focus for the pharma sector, where it has transitioned

from being volume-driven to reinventing itself and delivering far-reaching value to customers
across geographies.

The Global pharmaceutical market''s estimated value stands at a whoppingUSD 1 trillion.
Apropos of this uptrend, the Indian pharmaceutical market is also expected to scale up to USD
130 billion by the end of 2030. At present, the Indian pharma industry ranks third globally in
pharmaceutical production by volume and is known for its generic medicines and low-cost
vaccines.The sector contributed to around 1.32 percent ofthe Gross Value Added (at 2011-12
constant prices) of the Indian economy in 2020-21.Generic drugs, over-the-counter
medications, bulk drugs, vaccines, contract research and manufacturing, biosimilars, and
biologics are some of the major segments of the industry. India has the largest number of
pharmaceutical manufacturing facilities that are in compliance with the US Food and Drug
Administration (USFDA) and has 500 API producers that make for around 8 percent of the
worldwide API market. Currently, the pharma segment contributes to around 1.72 percent of the
country''s GDP.

The Injectable Drugs Market size is expected to grow from USD 529.88 billion in 2023 to USD
762.48 billion by 2028, at a CAGR of 7.55 percent during the forecast period (2023-2028). The
North American market is expected to dominate the injectable drugs market over the forecast
period, owing to the high prevalence of chronic diseases, such as cancer, diabetes, and
cardiovascular diseases, robust healthcare infrastructure, and major players in the region.In
addition, the increasing number of novel product launches, huge investments in R&D, and the
increased adoption of injectable drugs in hospitals to treat different types of cancer are also
contributing to the market growth in the region.

The Global Oral Solid dosage (OSD) Contract Manufacturing Market is forecasted to grow by
USD 11.57 billion during 2022-2027, accelerating at a CAGR of 6 percent during the forecast
period. The market is driven by patent expiry and an increasing demand for generic drugs,
prompting a growing need to focus on core competencies, and availability of cost-efficient
resources in emerging markets.

The Global nutraceuticals market is huge, standing approximately at USD 117 billion. According
to the Ministry of Food Processing Industry, India''s nutraceutical market is enroute to becoming
a global leader at USD 4-5 billion, and is expected to grow approximately to USD 18 billion by
2025. The said industry is also well-equipped to step up and combat health issues in the country
amidst the ongoing after-effects of the pandemic, in addition to significantly contributing to
India''s GDP.

Company Overview

Sanjivani Paranteral is a WHO-GMP certified core pharmaceutical company and a pioneer in
the manufacturing of injectables and oral solids with an extensive experience spanning two-
and-a-half-decades. The Company primarily focuses on life-saving drugs and has exports to
over 25 countries, while catering to the needs of a vast geographic area through two WHO-GMP
certified manufacturing facilities in Mumbai and Dehradun. The Company has a dedicated
quality assurance team that uses the strictest regulatory measures possible to ensure quality
and eliminate margin of error. These core competencies have worked as Sanjivani''s greatest
competitive advantages.The Company has 2 major opportunities, has signed joint venture with
HAL & with a company in Czech Republic for Nutraceuticals which will help company to grow in
near future. Also, the Company has plans to revamp the existing plants, which will help the

Company to achieve much higher market value for the same products and will also make it easy
for the Company to enter new markets.

RISK MANAGEMENT POLICY

The Board has been vested with specific responsibilities in assessing of risk management
policy, process and system. The Board has evaluated the risks which may arise from the
external factors such as economic conditions, regulatory framework, competition etc. The
Executive management has embedded risk management and critical support functions and the
necessary steps are taken to reduce the impact of risks. The Independent Directors expressed
their satisfaction that the systems of risk management are defensible.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate systems of Internal Control to ensure compliance with
policies and procedures which is commensurate with size, scale and complexity of its
operations.

HUMAN RESOURCES

In any organization communication with employee is a key determinant factor of success your
company believes that employees are the most valued assets for success and growth of the
Company. Your Company had implemented internet network for communication between
management and employees for enhanced accessibility and transparency. Company has
also initiated many morale building programs to strengthen their self-belief which further
benefits the Company.

DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to Companies
Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as
at the end of the year under report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December 2013. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at work
place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year, the Company has
not received any complaint of harassment

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) _ Independent Directors:

The Company as on March 31,2023 has three Independent Directors on Board as follows:

1. Mrs. Monika Amit Singhania

2. Mr. Shrenikkumar Parasmalji Solanki

3. Mrs. Mrunmai Mahendra Sarvankar

All Independent Directors have furnished declarations that they meet the criteria of
Independence as laid down under section 149 of the Companies Act, 2013.

The Company has received declarations with respect to independence from all the
Independent Directors of the Company.

A separate meeting of the Independent Director was convened on February 14, 2023, which
reviewed the performance of the Board, the Non Independent Directors and the Chairman.

(B) Cessation of Directors:

There was no cessation of Directors during the year under review.

(C) Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company’s Articles of Association, Mr. Srivardhan Ashwani Khemka, Director retires by rotation
at the forth coming annual general meeting and being eligible to offer himself for re¬
appointment.

Details of Directors seeking appointment / reappointment at the forthcoming Annual General
Meeting are annexed to the Notice convening the Annual General Meeting and forms part of the
Annual Report.

(D) Key Managerial Personnel:

As on March 31,2023 the following are the Key Managerial Personnel:

i. Mr. Ashwani Khemka - Managing Director;

ii. Mr. Hitesh Khona - Chief Financial Officer;

iii. Ms. Ritu Puglia - Company Secretary

(E) Code of Conduct:

The Directors and senior management personnel has Complied with the Code of Conduct of the
Company.

ANNUAL EVALUATION OF DIRECTORS, BOARD AND CHAIRMAN

Pursuant to the provisions of the Company’s Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Board’s functioning,
composition of the Board and its Committees, culture, execution and performance of specific

duties, obligations and governance.

The performance evaluation of the independent Directors was completed. The performance
evaluation of the Chairman and the Non-independent Directors was carried out by the
independent Directors. The Board of Directors expressed their satisfaction with the evaluation
process.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

The Company has held 6 ( Six) Board Meetings during the year under review on 17th May
2022, 8th August 2022, 14th November 2022, 8th December 2022, 31st January 2023 and 14th
February 2023.

The Company has held 4 (Four) Audit Committee Meetings during the year under review on
17th May 2022, 8th August 2022, 14th November 2022 and 14th February 2023 .

WHISTLE BLOWER POLICY:

The Company has a whistle blower policy to report genuine concerns or grievances.

VIGIL MECHANISM:

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of
the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and
employees to report their genuine concerns or grievances., which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force
comprising senior executives of the Company. Protected disclosures can be made by a whistle
blower through an e-mail, or dedicated telephone line or a letter to the member of Audit
committee or to the Chairman of the Audit Committee.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023,
the applicable accounting standards and Schedule III of the Companies Act, 2013, have
been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as at 31st March, 2023 and of the profit and
loss of the Company for the financial year ended 31st March, 2023;

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

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The paid-up capital of the Company is less than Rs. 10 Crores and the Net-worth of the
Company is less than 25 Crores as on the last day of the previous financial year.

Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of
Schedule V SHALL NOT apply, in respect of those listed entities whose paid up equity share
capital does not exceed rupees ten crore and net worth does not exceed rupees twenty five
crore, as on the last day of the previous financial year. Accordingly, your company is exempt
from attaching Corporate Governance report.

AUDITORS AND AUDITORS’ REPORT:

STATUTORY AUDITOR

M/s. R.B. Gohil & Co., Chartered Accountants, were appointed for a period of 5 years from the
financial period year 01-04-2022 till 31-03-2027.

Further, there is no qualification, adverse remark or observation in their audit report. No
instance of fraud was reported by the Auditors during the year

The Company has received Eligibility certificate letter from M/s. R.B. Gohil & Co., Chartered
Accountants, to the effect that their appointment, is within the prescribed limits under Section
141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment

COST AUDITOR

Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with the
Companies ( Cost Records and Audit) Rules,2014, the Company is required to maintain cost
records for FY 2022-2023 as per Rule 3 of the Companies ( Cost Records and Audit)
Rules,2014, however Cost Audit is not applicable for the Fy 2022-2023 as the Company does
not meet the criteria specified in Rule 4(1) of the Companies ( Cost Records and Audit)
Rules,2014.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed Mr. Mohd. Akram, Practicing Company Secretary to conduct the Secretarial Audit of
your Company. The Secretarial Audit Report is annexed herewith as “Annexure - A” to this
Report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant

to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant / material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status of your Company and its operations in future.

PERSONNEL:

Industrial relations at the Company''s factory and other establishments remained cordial during
the year. We appreciate the contribution made by the employees.

GENERAL:

Your Company does not have any ESOP scheme for its employees/Directors.
DISCLOSURES

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

Additional information as required in terms of the provisions of Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules,2014 in respect to
above matters is given below:

Power and Fuel Consumption	2022-23	2021-22
1. Gas and Electricity
a) (1) Gas	-	-
(2) Electricity
Unit	975084	684751
Total Amt. (Rs.)	7379344	6753238
Average Rate / Unit	7.568	9.862
b) (1) Own Generation	-	-
2. Coal	-	-
3. Furnace Oil, LSHS & L.D.O.
Quantity (Ltrs)	41392	38051
Total Amt. (Rs.)	3613654	2842284
Average Rate / Unit	87.30	74.697
4. Other/Internal Generation	-	-

B. RESEARCH & DEVELOPMENT

The Company has no specific Research and Development Department. However, the
Company is outsourcing the R&D work for the development of new monocular and also has a in¬
house Quality Control Department to check the quality of different products manufactured.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange used and Earned (In Rs.)

Particulars	For the year ended March 31
	2023	2022
Used	1,25,02,273	62,38,286
Earned	22,65,26,936	19,68,58,616

ACKNOWLEDGEMENT:

Your Board of Director is grateful to the Company’s Shareholders, Bankers, Government
Authorities, Customers, Suppliers, Distributors, and Business Associates for their continued
and valued support. The Directors also wish to place on record their appreciation to
Ccompany’s personnel at all levels for the contribution made by them towards the working of
your Company.

For and on behalf of the Board of Directors

ASHWANI KHEMKA

Chairman

Place: Mumbai
Date: July 24, 2023

---

Mar 31, 2015

Dear Members,

The Directors are presenting herewith the 21st Annual Report together with the Audited statement of accounts for the financial year ended March 31,2015.

FINANCIAL RESULTS (Rs. In Lakhs)

PARTICULARS AS AT 31.03.2015 AS AT 31.03.2014

Sales & Other Income 13447.85 16111.25

PBID 656.17 1207.81

Interest 792.31 808.89

Depreciation 141.36 95.34

PBT (277.30) 303.58

PAT (241.40) 159.41

PERFORMANCE AND BUSINESS REVIEW

During the year under review, Company has achieved the turnover of Rs.13447.85 L and PBT of Rs. (277.50 L) as against Rs.15389.36 L and Rs.379.57 L respectively for the corresponding previous year.

DIVIDEND

Your Directors do not recommend any dividend due to loss during the year under review.

TRANSFER TO RESERVES:

There has been no transfer to reserves out of the amount available for appropriation.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year under review.

DETAILS OFSUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no Subsidiary / Joint Ventures / Associate Companies.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments as specified under Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were an arm's length basis and were inthe ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

EXTRACT OF ANNUAL RETURN: -

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure-A" to this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) are not applicable to your Company during the year under review.

FIXED DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

During the financial year 2014-15, Mrs. Mrunmai Sarvankar was appointed as Additional / Non Executive Independent Director of your Company at the meeting of the Board of Directors.

Mrs. Mrunmai Sarvankar holds office as Additional Director upto the ensuing Annual General Meeting and being eligible has offered herself for reappointment. Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend her appointment as Independent / Non-Executive Directorof your Company.

Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting as required under clause 49 of the Listing Agreement are annexed to the Notice convening the Annual General Meeting and forms part of the Annual Report.

Annual Evaluation of Board's Performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. .

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

WHISTLE BLOWER POLICY:

The Company has a whistle blower policy to report genuine concerns or grievances.

VIGIL MECHANISM:

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances., which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the member of Audit Committee or to the Chairman of the Audit Committee.

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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

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

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CORPORATE GOVERNANC:

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this Report.

AUDITORS AND AUDITORS'REPORT:

STATUTORY AUDITOR

M/s. Milind Mehta & Co., Chartered Accountants, who retire at the ensuing AGM of your Company are eligible for re- appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.The Audit Committee and the Board of Directors recommend the appointment of M/s. Milind Mehta & Co., Chartered Accountants, as the Auditors of your Company for the financial year 2015-16 till the conclusion of the next AGM. The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

COSTAUDITOR

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31,2015 at a remuneration decided by the Board of Directors on recommendation of Audit Committee. Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Twenty-first Annual General Meeting.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. As regards qualification in the Secretarial Audit Report relating to non appointment of Company Secretary and CFO, the Board is in the process of appointing suitable candidates for the same and appointments will be done in due course.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL:

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

DISCLOSURES

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

Additional information as required in terms of the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules,2014 in respect to above matters is given below:

Power and Fuel Consumption 2014-15 2013-14

1. Gas and Electricity

a) (1) Gas - -

Quantity (Kgs) - -

Total Amt. (Rs) - -

Average Rate / Unit - -

(2) Electricity

Unit 748871 771099

Total Amt. (Rs) 5763330 5805798

Average Rate / Unit 7.696 7.529

b) Own Generation - -

2. Coal - -

3. Furnace Oil, LSHS & L.D. Oil

Quantity (Ltrs) 35277 38136

Total Amt. (Rs) 2114101 2685540

Average Rate / Unit 59.92 70.42

4. Other / Internal Generation - -

B. RESEARCH & DEVELOPMENT:

The Company has no specific Research & Development (R&D) Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange used and Earned (in Rs.)

For the year 2014-15 2013-14

Used 3,07,23,678 4,10,91,771

Earned 12,25,92,343 24,18,77,933

ACKNOWLEDGEMENT:

Your Board of Director is grateful to the Company's Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Company's personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

Ashwani Khemka Chairman

Place : Mumbai Dated : August 14, 2015

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present herewith the 20th Annual Report together with the Audited statement of accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs.In Lakhs)

PRTICULARS AS AT 31.03.2014 AS AT 31.03.2013

Sales & Other Income 16111.25 15389.36

PBID 1207.81 1271.46

Interest 808.89 793.03

Depreciation 95.34 98.86

PBT 303.58 379.57

PAT 159.41 255.41



DIVIDEND

Your Directors do not recommend any dividend to conserve the resources of the Company

PERFORMANCE AND BUSINESS REVIEW

During the year under review, Company has achieved the turnover of Rs.16111.25 L and PBT of Rs.303.58L as against Rs.15389.36 L and Rs.379.57 L respectively for the corresponding previous year.

Sanjivani is one of the respected names for low cost - high quality product manufacturing. Company''s business is focused broadly on Ethical Marketing / Institution supply and Export. Company is expecting 75% revenue from Ethical Marketing and Export in next 2-3 years.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Company''s success in pharmaceutical market is primarily due to its quality product basket varied from client to client to cater their unmet need of products.

As the global spending on medicines are increasing rapidly, Company also looks forward to increase its global presence. Presently, Sanjivani is exporting its quality products to many countries in Asia / Africa / Latin America / Russia & CIS, East Europe etc.

Since India is emerging as a low-cost, high quality option for outsourcing of research, manufacturing and other services, Indian Pharma industry has engraved significant global share by improvement in technical maturity

INTERNAL CONTROL SYSTEM

The Company maintains an elaborated system and SOPs for internal control of operations and activities. The internal audit function is further strengthened in consultation with statutory auditors for monitoring statutory and operational issues. The prime objective of this audit is to test the adequacy and effectiveness of all internal control systems and suggest improvements. Significant issues are brought to the attention of the Audit Committee for periodical review

HUMAN RESOURCES

In any organization communication with employee is a key determinant factor of success and considering this, your Company has implemented internet network for communication between management and employees for enhanced accessibility and transparency Company has also initiated many morale building programmes to strengthen their self-belief which further benefits the Company

FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such, no amount on account of principal or interest on fixed deposits was outstanding as on the date of the balance sheet.

RE-APPOINTMENT OF DIRECTORS LIABLE TO RETIRE BY ROTATION

Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting as required under clause 49 of the Listing Agreement are annexed to the Notice convening the Annual General Meeting and forms part of the Annual Report.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standard had been followed along with proper explanation relating to material departure;

(b) the Directors of the Company had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2014 and of the profit of the Company for the year ended March 31, 2014.

(c) the Directors of the Company have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the Directors of Company have prepared the annual accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMITTEE:

Pursuant to section 292A of the Companies Act, 1956, an audit committee was constituted comprising the following Directors:

Name of Directors :

Narmadeshwar Chaube Chairman

Mahendra Kalwankar Member

Dr. Vinod Goyal Member

AUDITORS :

M/s Milind Mehta & Company, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s Milind Mehta & Company as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 23rd AGM to be held in the year 2017, subject to annual ratification by members at Annual General Meeting.

COST AUDITOR:

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31, 2015 at a remuneration decided by the Board of Directors on recommendation of Audit Committee Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Twentieth Annual General Meeting.

DISCLOSURES :

A PARTICULARS OF EMPLOYEES

Since the Company does not have any employees drawing remuneration in excess of Rs. 60,00,000 p.a. or Rs. 5,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

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

Additional information as required in terms of the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 in respect to above matters is given below:

C RESEARCH & DEVELOPMENT:

The Company has no specific Research & Development (R&D) Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

ACKNOWLEDGEMENT :

Your Board of Director is grateful to the Company''s Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Company''s personnel at all levels for the contribution made by them towards the working of your Company.

By order of the Board of Directors

Ashwani Khemka Place : Mumbai Managing Director Dated : August 11, 2014 (DIN : 00337118)

---

Mar 31, 2013

Dear Members

The Directors are pleased to present herewith the 19th Annual Report together with the Audited statement of accounts for the year ended 31st March, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS :

FINANCIAL RESULTS (Rs. In Lakhs

PRTICULARS AS AT 31.03.2013 AS AT 31.03.2012

Sales & Other Income 15389.36 15230.78

PBID 1271.46 1329.48

Interest 793.03 907.59

Depreciation 98.86 95.07

PBT 379.57 326.82

PAT 255.41 269.00

PERFORMANCE REVIEW AND FUTURE PLANS

During the year under review, Company has achieved the turnover of Rs. 15389.36 L and PBT of Rs.379.57L as against Rs. 15230.78L and Rs.326.82 L respectively for the corresponding previous year. Company is focusing on international market and increased its product registration from 42 to 74 during the year under review.

The current macroeconomic environment continues to remain challenging in the backdrop of weak global economic environment. India is emerging as a low-cost, high quality option for outsourcing of research, manufacturing and other services. This offers a great opportunity for the Indian pharmaceutical industry and Indian pharma companies. The Global pharmaceutical Industry is witnessing a growing importance of generics. The Pharmaceutical Industry continues to remain fragmented and competitive especially due to increased generalization. Global pharmaceutical market intelligence company IMS Health believes the Indian generic manufacturers will grow at a faster clip as drugs worth approximately $170 billion will go off patent in 2015.

The domestic formulation business is a very critical component of Sanjivani''s business. Sanjivani has built an important relationship with doctors. The company continues to make investment in the domestic branded business, particularly with the newer specialty segments. We continue to invest strongly behind our brands as reflected in surge in our marketing expenses during the year under review.

OUTLOOK

It has been witnessed by the domestic pharmaceutical industry that with increase in GDP and per capita income, more customers are able to afford organized healthcare. This is very important and advantageous for a company like Sanjivani which has strength in the acute therapy segments since Sanjivani has started the consolidation process for its product line in the lifestyle dieses segment also and is registering growth. It is also looking at various other high growth and niche areas in the domestic segment. Sanjivani has had a history of having a very good equity with its customers and has successfully built up quite a few large brands.

INTERNAL CONTROL SYSTEM

The Company maintains a system of well-established policies and procedures for internal control of operations and activities. The internal audit function is further strengthened in consultation with statutory auditors for monitoring statutory and operational issues. The prime objective of this audit is to test the adequacy and effectiveness of all internal control systems and suggest improvements. Significant issues are brought to the attention of the audit committee for periodical review.

HUMAN RESOURCES

The well qualified employees including staffs & workers have been recruited in the organization to carry out day to day work. All type know-how and training is provided to these employees to explore their talent for the benefits of the organization.

DIVIDEND:

Your Directors do not recommend any dividend to conserve the resources of the Company.

FIXED DEPOSITS

During year under review the company has not accepted any deposit within the meaning of section 58A of the Companies''Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

Shri N.R.Chaube retires by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

STATEMENT OF DIRECTORS''RESPONSIBILITY:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

(d) the directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMITTEE:

* Pursuant to section 292Aof the Companies Act, 1956, an audit committee was constituted comprising the following Directors:

Name of Directors

NarmadeshwarChaube Chairman

Mahendra Kalwankar Member

Dr. Vinod Goyal Member

.AUDITORS:

The Auditors of the Company M/s. Milind Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board of Directors have recommended that M/s. Miiind Mehta & Co., Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. Company has received confirmation that their appointment, if made will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

COS TA UDITOR:

Pursuantto the provisions under section 233B of the Companies Act, 1956 the company has appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2013-2014.

DISCLOSURES:

A PARTICULARS OF EMPLOYEES

Since the company does not have any employees drawing remuneration in excess of Rs. 60,00,000 p.a. or Rs. 5,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

C RESEARCH & DEVELOPMENT:

The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

ACKNOWLEDGEMENT:

Your board of Director is grateful to the Company''s Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors, and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Company''s personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

PLACE: MUMBAI

DATE: 30th MAY''2013

ASHWANI KHEMKA

Chairman & Managing Director

---

Mar 31, 2012

Dear Members

The Directors are pleased to present herewith the 18th Annual Report together with the Audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs.. In Lakhs)

PRTICULARS AS AT 31.03.2012 AS AT 31.03.2011

Sales & Other Income 15230.78 14536.14

PBID 1329.48 1153.23

Interest 907.59 705.33

Depreciation 95.07 94.92

PBT 326.82 352.97

PAT 269.00 221.02

DIVIDEND:

Your Directors do not recommend any dividend to conserve the resources of the Company.

FIXED DEPOSITS

During year under review the company has not accepted any deposit within the meaning of section 58A of the Companies'Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

Mr. Mahendra Kalwankar retires by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

STATEMENT OF DIRECTORS'RESPONSIBILITY:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMITTEE:

Pursuant to section 292A of the Companies Act, 1956, an Audit Committee was constituted comprising the following Directors

NAME OF DIRECTORS Narmdeshwar R. Chaube Chairman

Mahendra Kalwankar Member

Dr. Vinod Goyel Member

AUDITORS:

The Auditors of the Company M/s. Milind Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board of Directors have recommended that M/s. Milind Mehta & Co., Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. Company has received confirmation that their appointment, if made will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

DISCLOSURES:

A PARTICULARS OF EMPLOYEES

Since the company does not have any employees drawing remuneration in excess of Rs. 60,00,000 p.a. or Rs. 5,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

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

Additional information as required in terms of the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 in respect to above matters is given below:

C RESEARCH & DEVELOPMENT:

The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new molecular and also has a in-house Quality Control Department to check the quality of different products manufactured.

ACKNOWLEDGEMENT:

Your board of Director is grateful to the Company's Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors, and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to company's personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

PLACE: MUMBAI

DATE: 20th JULY' 2012 ASHWIN KHEMKA

Chairman & Managing Director

---

Mar 31, 2010

The Directors are pleased to present herewith the 16th Annual Report together with the Audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs.in Lakhs)

PRTICULARS AS AT 31.03.2010 AS AT 31.03.2009

Sales & Other Income 13994.17 10387.63

PBID 1250.05 870.62

Interest 544.57 360.20

Depreciation 81.16 52.63

PBT 624.32 457.79

PAT 474.32 292.61

MANAGEMNI DISCSSION AND ANALYSIS:

PERFORMANCE REVIEW:

During the year under review, your Companys turnover up by 34.71% at Rs. 139.94 Cr. PBT up by 36.37% at Rs. 6.24 Cr.

As on date, the Company has covered many institutions like, BMC, KDMC, Maharashtra Government, Maharashtra Animal Husbandry, Assam Government, Chhattisgarh Government, Employee State Insurance Hospitals, Defense Ministry, Central Railways etc. Though the company is continue to expand this era of institutions sales, the Company has appointed team of Medical Representatives to capture the local market too. In addition to this, from the financial reports, it can be observed that, the Company has done remarkable in its overseas business. It is a great achievement for the Company, not only sustained in overseas business but doubled the business during year under review. The Company has already explored its overseas business in countries like Russia, Peru, Middle East, Africa, South-East Asia and other CIS countries. Your Directors are happy to announce that, during the upcoming year the Company will do better in its overseas business.

INTERNAL CONTROL SYSTEM

The Company has adopted well established procedures for purchase of materials and stores, manufacturing of finished goods as well as for its distribution. Proper procedure exists for receipt/transfer of raw materials, stores and finished products as well as their proper accounting including frequently physical verification thereof. The Company has appointed a team of professionals and also initiated implementation of new software so as to reduce the risk of revenue leakage, increase the production efficiency and for better management decision making.

The Audit Committee of the Board reviews the procedures periodically and the action recommended by the Audit Committee is initiated to remedy any weakness in the system.

THUMAN RESOURCES

The well qualified employees including staffs & workers have been recruited in the organization to carry out day to day work. All type know-how and training is provided to these employees to explore their talent for the benefits of the organization.

DIVIDEND:

Your Directors do not recommend any dividend to conserve the resources of the Company .

FIXED DEPOSITS

During year under review the company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

Mr. N.R.Chaube retires by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

STATEMENT OF DIRECTORS RESPONSIBILITY

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of Listing Agreement, a Report on Corporate Governance is given in Annexure A.

AUDIT COMMlTTEE:

Pursuant to section 292A of the Companies Act, 1956, an audit committee was constituted comprising the following Directors

Name of Directors

Narmdeshwar R. Chaube Chairman

Mahendra Kalwankar Member

Dr. Vlnod Goyal Member

AUDItors:

The Auditors of the Company M/s. M.K.Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board of Directors have recommended that M/s. M.K.Mehta & Co., Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. Company has received confirmation that their appointment, if made will be within the limits prescribed under section 224 (1B) of the Companies Act,1956.

DISCLOSURES:

A) PARTICULARS OF EMPLOYEES

Since the company does not have any employees drawing remuneration in excess of Rs. 24,00,000 p.a. or Rs. 2,00,000 per month the information required pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, have not been given.

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

Additional information as required in terms of the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 in respect to above matters is given below:

Power and Fuel Consumption 2009-10 2008-09

1. Gas and Electricity

a)(1)Gas - -

Quantity (Kgs) 726 -

Total Amt. (Rs.) 62549 -

Average Rate / Unit 86.15 -

(2) Electricity

Unit 789156 499013

Total Amt. (Rs.) 4565257 2755866

Average Rate / Unit 5.78 5.52

b) (1) Own Generation - -

2. Coal - -

3. Furnace Oil, LSHS & L.D. Oil

Quantity (Ltrs) 57114.69 48392

Total Amt. (Rs.) 2171849 1793733

Average Rate/Unit 38.026 37.06

4. Other /Internal Generation - -

C. RESEARCH & DEVELOPMENT

The Company has no specific Research and Development Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured.

D.FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange used and Earned (In Rupees)

2009-10 2008-09

Used 1,71,59,567 90,73,490

Earned 5,63,07,001 2,77,47,511

ACKNOWLEDGEMENT:

Your board of Director is grateful to the Companys Bankers, Government Authorities, Customers, Suppliers, Distributors, the Shareholders and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to companys personnel at all levels for the contribution made by them towards the working of your Company.

For and on behalf of the Board of Directors

PLACE: MUMBAI

DATE: 4TH AUGUST2010

ASHWIN KHEMKA

Chairman & Managing Director