Directors Report of Socrus Bio Sciences Ltd.

Mar 31, 2013

To, The Members,

The directors present herewith their 23rd Annual Report and Audited Accounts for the year ended March 31,2013.

FINANCIAL RESULTS & PERFORMANCE

Particulars Figures as at the Figures as at the end of current end of previous reporting period reporting period (In Rupees) (In Rupees)

Revenue from operations and other income 198875600 301998350.00

Expenses (including material purchases and 592497776 237447980.00 depreciation)

Profit before exceptional and extraordinary items and (393622176) 64550370.00 tax

Less: Profit From Biotechnology (87844350) 65152370.00

Profit/Loss) Before Tax (305777826) (602000.00)

Tax Expense: Provision for Taxation 0 0.00

Add: Profit From Biotechnology (87844350) 65152370.00

Profit/(Loss) After Tax (-393622176) 64550370.00

Deferred Tax Assets/(Liabilities) 0 (13336821.00)

Profit/Loss) for the period (-393622176) 51213549.00



DIVIDEND AND BUSINESS OVERVIEW

Due to adequate investment opportunities available within the company itself your directors decided not to recommend any dividend for the year.

DIRECTORS

In accordance with the provision of Companies Act 1956 and the provision contained in the Article of association of Company Mr. Manish Kumar Jain and Mr. Sunil Kumar Jain being the director liable for retirement by rotation and eligible to offer for re-appointment.

Mr. Ashwin Kumar Trivedi, Director of the Company has been resigned w.e.f. 25th April 2013

Except above, there was no change in the directorship of the company during the financial year.

AUDITORS

M/S Shyam Nagori & Co., Chartered Accountants, Indore retires from the office of the Auditors and being eligible for re-appointment. The Company has received a certificate from them to the effect that the re-appointment if made will be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

AUDITORS REPORT

The Report of Auditors of the company for the year under reference is self explanatory and do not call for any comments from the directors.

COMPLIANCE OF ACCOUNTING STANDARD

As per Clarification given in Para 4 of Auditor Report, Company has complied with all applicable Accounting Standards as per provision of section 211 (3C) of the Companies Act 1956 in its Balance Sheet and Profit & Loss Accounts.

CORPORATE GOVERNANCE

The report of the directors on Corporate Governance is given and attached herewith forming part of the directors report.

LISTING OF EQUITY SHARES

Equity shares of your company are listed on Mumbai Stock Exchange only.

DEPOSITS

The Company has not accepted deposit from public, attracting provisions of section 58A of the Companies Act, 1956 and rules made there under.

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

In terms of section 217 (1) (e) of Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the information under this head is given and attached herewith forming part of this report.

PARTICULARS OF EMPLOYEES

The company did not have any employee during the year drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956, as amended up to date.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2013; the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) that the director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the accounts for the financial year ended 31st March, 2013, on a "Going Concern" basis.

APPRECIATION

Your Directors also acknowledge with gratitude the Co-operation given by all the members and other business associates. FOR AND ON BEHALF OF BOARD OF DIRECTORS OF

SOCRUS BIO SCIENCES LIMITED



MANAGING DIRECTOR WHOLE TIME DIRECTOR

MR. RAJEEV AGNIHOTRI MRS. MADHVI AGNIHOTRI

DATE : 05.09.2013

PLACE: MUMBAI (M.H.)