Directors Report of Zenlabs Ethica Ltd.

Mar 31, 2024

T he Board of Directors is pleased to present the 31^st Annual Report on the business and operations of

your Company along with the audited statement of accounts and the Auditors'' Report for the financial year
ended March 31, 2024. The highlights of the financial results for the year under review are given below:

1. FINANCIAL RESULTS:

The Company''s financial and operational performance for the year ended March 31, 2024 issummarized
below:

(Rs. in Lakh)

PARTICULARS	2023-24	2022-23
Operating Income	5856.31	6,688.64
Other Income	29.92	12.84
Total Income	5886.23	6,701.48
Less: Total Expenditure	5828.08	6,576.50
Profit before tax	58.15	124.98
Less: Provision for Tax	16.03	18.52
Profit after tax	42.12	48.93
Other Comprehensive Income	(0.17)	4.28
Total Comprehensive Income/expenses for the year	41.95	53.21
Balance of profit /loss for earlier years	319.35	282.41
Balance carried forward	361.30	319.35
Earning per equity share (nominal value of shares Rs. 10 each)
Basic	0.65	0.75
Diluted	0.65	0.75

There are no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year and the date of this report.

Further, there has been no change in nature of business of the Company.

2. THE STATE OF THE COMPANY''S AFFAIRS:

Your company is one of the leading marketing companies, which is trading in wide range of branded drugs
including GIT disorders, Anti-Diabetics, Anti-Hypertensive Drugs, Anti-Infective, Soaps & Anti-Bacterial
Drugs, Nutraceuticals and more. Zenlabs Ethica Limited corporate sustainability is demonstrated through

(a) fair, transparent and ethical governance,

(b) engagement with marginalized and vulnerable communities,

(c) adherence to and respect for all human rights,

(d) reduction of impact of its operations on the environment and

(e) promotion of employee well-being and safety.

In last three years, your company has optimized its business models, reshaped its portfolio, and expanded
its footprint to strengthen its competitive position in key geographies. Throughout the pandemic, your
company has up scaled our capabilities to ensure widespread availability of quality medicines. Your
Company is committed to investing in talent to nurture an agile, innovation, and excellence -focused culture.

Management discussion and analysis report attached as Annexure-D to the Director''s Report provides
detailed analysis of the State of the Company''s Affair, including the future prospects for the Company.

3. TRANSFER TO RESERVES:

During the financial year 2023-24 the Company has transferred INR 42.12 Lakh (Profit after tax) to the
General Reserves.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has
decided that it would be prudent, not to recommend any Dividend for the financial year ended March 31,
2024.

5. CHANGES IN SHARE CAPITAL, IF ANY:

During the year under review, there has been no change in the authorized, issued, subscribed and paid-up
share capital share capital of the Company.

As on 31st March 2024, the authorized share capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty
Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten) each and paid-up
share capital is Rs. 6,51,00,150 (Rupees Six Crore Fifty-One Lakhs One Hundred Fifty only) divided into
65,10,015 (Sixty-Five Lakhs Ten Thousand Fifteen only) equity shares of Rs. 10/- (Rupees Ten only) each.

The detailed break-up of the share capital is furnished in Note-15 to the ''Notes to Accounts'' of the Audited
Financial Statements of the Company.

6. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3)
and Section 134(3)(a) of the Companies Act ,2013 as amended from time to time and the Companies
(Management and Administration) Rules, 2014, will be made available on the website of the Company at
https: // www.zenlabsethica.com.

7. BOARD OF DIRECTORS OF THE COMPANY:

a) Composition of the Board of the Directors

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive
and Independent Directors. The composition of the Board is in conformity with Section 149 of the
Companies Act, 2013. The Board of Directors comprised of 5 (five) Directors as on March 31, 2024.
The names of the directors, their DIN, category of their directorship along with other relevant
details are given hereunder: -

Name of the Director	DIN	Designation	Category
Mr. Sanjeev Kumar	01154896	Managing Director	Promoter
Mr. Sanjay Dhir	02452461	Whole-time Director	Promoter
Mrs. Himjyoti	02398927	Non-Executive Director	Promoter Group
Mr. Anurag Malhotra	07552713	Non-Executive Independent Director	Non¬ promoter
Mr. Kuldeep Singh	08454422	Non-Executive Independent Director	Non¬ promoter

*Note: Mr. Hitesh Popatlal Oswal ceased to be Director of the Company with effect from 30^th September, 2023.
Mr. Ashok Kumar Gupta ceased to be Director of the Company with effect from 18^th October, 2023.

b) Meeting and attendance

During the financial year ended on March 31, 2024, the Board met 8 (Eight) times during the year
under review. The details of such meetings are given below. The maximum interval between any
two meetings did not exceed 120 days, as prescribed by the Act. The Attendance of the Directors at
the Board Meetings are as under:

Board Meeting	Mr. Sanjay Dhir	Mr. Sanjeev Kumar	Mrs. Himjyoti	Mr. Hitesh Popatlal Oswal1	Mr. Kuldeep Singh	Mr. Anurag Malhotra	Mr. Ashok Gupta1
01st May 2023	P	P	P	P	P	P	P
24th May 2023	P	P	P	P	P	P	P
28th July 2023	P	P	P	P	P	P	P
04thSeptember 2023	P	P	P	P	P	P	P
06th November 2023	P	P	P	-	P	P	-
06th November 2023	P	P	P	-	P	P	-
15th December 2023	P	P	P	-	P	P	-
29th January 2024	P	P	P	-	P	P	-

d) Directors / Key Managerial Personnel appointed / resigned during the financial year under
review and up to the date of this report:

During the period under review following changes took place in the composition of Board of directors
and Key Managerial Personnel of company:

Name	DIN/PAN	Designation	Date of appointment/ change in designation /cessation	Nature of change
Mrs. Tanvi Chhabra	ARXPC9818N	Company Secretary and Compliance officer	28/04/2023	Cessation
Mr. Akshay Saxena	HFJPS0054F	Company Secretary and Compliance officer	28/07/2023	Appointment
Mr. Adarsh Sharma	AMYPS7789J	Chief Financial Officer (CFO)	28/07/2023	Appointment
Mr. Sanjay Dhir	AFFPD9015E	Chief Financial Officer (CFO)	28/07/2023	Cessation
Mr. Hitesh Popatlal Oswal	06715966	Additional Director	30/09/2023	Cessation
Mr. Ashok Kumar Gupta	07330108	Non-Executive Independent Director	18/10/2023	Cessation

After the closure of financial year and before the date of signing of Board report following changes took
place in the Key Managerial Personnel of company:

Name	DIN/PAN	Designation	Date of appointment/ change in designation /cessation	Nature of change
Mr. Akshay Saxena	HFJPS0054F	Company Secretary & Compliance officer	19/07/2024	Cessation
Ms. Manju Bala	GBCPB1173G	Company Secretary & Compliance Officer	07/08/2024	Appointment

e) Declaration of Independent Directors:

The Independent Directors of your Company have submitted requisite declarations that they
continue to meet the criteria of Independence as laid down in Section 149(6) of the Companies Act,

2013 and Regulations 16(1) (b) and there is no change in the status of their Independence and have
confirmed that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors of your Company are in compliance with the requirements under Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board of Directors further confirms that the Independent Directors also meet the criteria of
expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules,

2014 (as amended).

f) Independent Directors Meeting and Board Evaluation

In order to ensure that the Board and Board Committees are functioning effectively and to comply
with the statutory requirements, the annual performance evaluation of the Board, Board Committees
and individual Directors was conducted during the year. The evaluation was carried out based on the
criterion and framework approved by the Nomination and Remuneration Committee pursuant to the
provisions of the Act and SEBI Listing Regulations.

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

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

In a separate meeting of Independent Directors held on January 01, 2024, performance of Non¬
Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking
into account the views of executive directors and non-executive directors.

At the board meeting that followed the meeting of the Independent Directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual Directors was also discussed. Performance evaluation of independent directors was done
by the entire Board, excluding the Independent Director being evaluated.

8. COMMITTEES OF THE BOARD:
a) Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with the rules made thereunder. The Committee comprises of members
who possess financial and accounting expertise/exposure.

During the year under review, Meetings of the Audit Committee were held as follows:

Meeting	01st Meeting	02nd Meeting	03rd Meeting	04th Meeting
Date	24-05-2023	28-07-2023	06-11-2023	29-01- 2024

Composition of the Committee and details of attendance of each Member at the Audit Committee
Meetings are as follows:

S. No.	Name	Designation	Number of Meetings during the financial year 2023-24”
			Entitled to Attend	Attended
1	Mr. Ashok Kumar Gupta* (Chairman & Member)	Independent Director Non-Executive	2	2
2	Mr. Kuldeep Singh** (Chairman & Member)	Independent Director Non-Executive	2	2
3	Mr. Anurag Malhotra (Member)	Independent Director Non-Executive	4	4
3	Mr. Sanjay Dhir (Member)	Executive Director	4	4

Note: *Mr. Ashok Kumar Gupta ceased to be the Chairman & member of the Committee subsequent to his
resignation from the post of Independent Director of the Company with effect from 18^th October, 2023.

**Mr. Kuldeep Singh, Independent Director was appointed as a Chairman & member of the Committee with
effect from 6^th November, 2023.

The Manager, Chief Financial Officer, Internal Auditors, Statutory Auditors and other senior
executives of the Company attended the Audit Committee Meetings as invitees. The Company
Secretary acts as the Secretary to the Audit Committee.

b) Nomination and Remuneration Committee

The composition, powers, role and terms of reference of the Nomination and Remuneration
Committee are in accordance with the requirements mandated under Section 178 of the Companies
Act, 2013. Apart from the above, the Committee also carries out such functions/responsibilities
entrusted on it by the Board of Directors from time to time.

During the year under review, Meetings of the Committee were held as follows:

Meeting	1st Meeting	2nd Meeting	3rd Meeting
Date	20-06-2023	18-10-2023	06-11-2023

Composition of NRC and details of attendance of the Members at Meetings of the Committee are as
follows:

Sr. No.	Name	Number of meetings during the financial year 2023-24
		Entitled to Attend	Attended
1	Mr. Ashok Kumar Gupta* (Chairman & Member)	2	2
2	Mrs. Himjyoti ** (Chairman & Member)	1	1
3	Mr. Anurag Malhotra ( Member)	3	3
4	Mr. Kuldeep Singh ( Member)	3	3

Note: *Mr. Ashok Kumar Gupta ceased to be the Chairman & member of the Committee subsequent to his
resignation from the post of Independent Director of the Company with effect from 18^th October, 2023.

** Mrs. Himjyoti, Non-Executive Director was appointed as a Chairman & member of the Committee with
effect from 6^th November, 2023.

c) Stakeholder Relationship Committee

The composition, powers, role and terms of reference of the Committee are in accordance with the
requirements mandated under Section 178 of the Companies Act, 2013.

During the year under review, Meetings of the Committee were held as follows:

Meeting	1st Meeting	2nd Meeting	3 rd Meeting	04th Meeting	05th Meeting	06th Meeting
Date	19-04-2023	03-02-2024	22-02-2024	27-02-2024	28-02-2024	20-03- 2024

Sr. No.	Name	Number of meetings during the financial year 2023-24
		Entitled to Attend	Attended
1	Mr. Anurag Malhotra (Chairman & Member)	6	6
2	Mr. Ashok Kumar Gupta (Member)*	1	1
3	Mr. Kuldeep Singh(Member)**	5	5
4	Mrs. Him jyoti (Member)	6	6

Note: **Mr. Ashok Kumar Gupta ceased to be the member of the Committee subsequent to his resignation from the
post of Independent Director of the Company with effect from 18th October, 2023.

**Mr. Kuldeep Singh, Independent Director was appointed as a member of the Committee with effect from
6^th November, 2023.

9. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Company''s Policy on Director''s appointment and remuneration and other matters provided in section 178(3)
of the Companies Act, 2013 is available on the website of the Company and can be accessed at
https://www.zenlabsethica.com/policies/.

10. STATUTORY AUDITORS:

Pursuant to Section 139 of the Companies Act, 2013, and rules made thereunder, M/s. N Kumar Chhabra & Co.,
Chartered Accountants, Chandigarh (Registration No.000837N), were appointed as Statutory Auditors of the
Company in the 28th Annual General Meeting held on September 30, 2021 to hold the office from the conclusion
of the said Annual General Meeting until the conclusion of the 33th Annual General Meeting to be held in year
2026.

Pursuant to 141 of the Companies Act, 2013 and relevant Rules prescribed thereunder, the Statutory Auditors
have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Statutory Auditor of the company have audited the accounts of your Company for the FY 2023-24 and their report
is annexed together with the explanatory notes therein, which are self-explanatory and therefore, do not call for
any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Pursuant to sub-section (3)(ca) of section 134 of the Companies Act, 2013, it is further declared that no frauds
have been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013. The
Auditors'' Report does not contain any qualification, reservation or adverse remark.

11. INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 read with applicable rules made thereunder, The Board of
Directors appoint M/s Anu & Associates, Chartered Accountants as the Internal Auditors of your Company,

The Internal Auditors have reviewed the design and operating effectiveness of various process covering the
surveillance, operational, statutory compliances, business development, administrative, human resource,
financial & accounting aspects of your Company.

The Internal Auditors were satisfied with the management response on the observation and recommendations
made by them during the course of their audit and have expressed satisfaction with the internal systems, controls
and process followed by your Company.

12. SECRETARIAL AUDITOR & REPORT:

Pursuant to Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s
Jaspreet Dhawan & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the
Company for year ended March 31, 2024.

The Report of the Secretarial Audit is annexed herewith as Annexure - A. The said Secretarial Audit Report does
not contain any qualifications, reservations, adverse remarks and disclaimer.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of its knowledge and
ability, confirm that:

a. That in the preparation of the annual accounts, the applicable accounting standard had been followed
along with proper explanation relating to material departures.

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

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

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

e. That the directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

14. RESEARCH AND DEVELOPMENT:

As your Company is a trading company and not directly involved in any manufacturing activity, your
Company is not directly involved in any Research and Development activities.

15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The Company''s operations do not involve high consumption of energy. The company has taken adequate
measures regarding conservation of energy.

The details of the Foriegn Exchange earnings and outgo are given as the part to the Notes to Account of the
Financial statement.

16. DEPOSITS:

Your Company had not invited any deposits from the public, and as such, no amount on account of principal
or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2024.

17. PARTICULARS OF EMPLOYEES:

The ratio of remuneration of each Director to the median employee''s remuneration and other details in
accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as
Annexure B.

18. BUY BACK OF SHARES:

During the year under review, your Company has not announced any scheme for buy back of shares from
its shareholders.

19. CORPORATE GOVERNANCE:

The company falls under the exemption criteria as provided under Regulation 15(2)(a) of the SEBI (Listing
Obligations & Disclosure requirements) Regulations, 2015 as the Paid-up capital of the company was below
Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2024, Company''s Paid-up Capital is of Rs. 6,51,00,150/- (Rupees Six Crore Fifty-One Lakhs
and One Hundred Fifty only) and Net worth INR 101,230,000/- (Indian Rupees Ten Crore Twelve Lakh

Thirty-Five Thousand Only).

Hence, compliance with Corporate Governance provisions as per Listing Obligations & Disclosure
requirements (LODR) Regulations, 2015 are not applicable to company.

20. VIGIL MECHANISM POLICY:

The Board, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 has framed a "VIGIL MECHANISM".

Your Company believes in highest possible standards of ethical practices, moral and legal conduct of
business operations and to maintain these standards, the Company encourages its Directors and employees
to come forward and freely communicate their concerns about illegal or unethical practices/ behavior,
actual or suspected, fraud or violation the appropriate authority so that timely and speedy investigations
can be undertaken and corrective action could be taken if warranted.

This mechanism has been framed with a view to enable stakeholders, including Directors, individual
employees of the Company to freely communicate their concerns about illegal or unethical practices and to
report genuine concerns or grievance as also to report to the management concerns about unethical
behaviors, actual or suspected fraud.

The framework provides for (a) adequate safeguards against victimization of persons who use this
Mechanism; and provides (b) direct access to the Chairperson of the Audit Committee of the Board of
Directors of the Company.

Details of the VIGIL MECHANISM are made available on the Company''s website www.zenlabsethica.com.

21. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies
Act, 2013. Further, M/s Preet Remedies Limited holds 17,30,455 equity shares in M/s Zenlabs Ethica
Limited. Therefore, our Company is associate company of M/s Preet Remedies Limited.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

None of the transactions with related parties entered by the Company during financial year under review,
fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence does
not form part of this report.

The approval of the Audit Committee was sought for all transactions with related Parties''. Certain
transactions which were repetitive in nature were approved through omnibus route.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THECOMPANIES ACT, 2013:

Your Company has, during the year under review, not given any loans, guarantees or provided security and
has not made any investments in any body-corporate as specified under Section 186 of the Companies Act,
2013.

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

There were no material changes and commitments affecting the financial position of the Company between
the end of the financial year i.e., March 31, 2024 and the date of this Report.

25. RISK MANAGEMENT POLICY:

The Company has adopted a Policy on Risk Management to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with
the Company''s business.

In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.

In addition to above, the Audit Committee of the Board has additional oversight in the area of financial risks
and controls. Major risk identified by the business and functions are systematically addressed through
mitigating actions on a continuous basis.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

During the year under review, there were no significant material orders passed by the Regulators / Courts
and no litigation was outstanding as on March 31, 2024, which would impact the going concern status and
future operations of your Company.

27. STATEMENT I N RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITHREFERENCE TO THE FINANCIAL STATEMENTS:

There are adequate systems of internal financial controls in the Company pursuant to provisions of Section
134(q) read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014. The Board has adopted policies and
procedures for ensuring orderly and efficient conduct of its business, including adherence to the companies
Policies, the safeguarding of its assets, prevention and detection of frauds, and accuracy of the accounting
records and timely preparation of financial disclosures.

The Company has appointed M/s Anu & Associates, Chartered Accountants, as Internal Auditors for the
financial year 2023-24.

The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in
the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committees of the Board.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read with Rule 8 of
Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the Company
for the period under review.

29. MAINTENANCE OF COST RECORDS & COST AUDIT:

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read
with relevant rules made thereunder is applicable to the Company.

30. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

Your Company is committed to provide a safe and secure environment to its women employees across its
functions and other women stakeholders, as they are considered as integral and important part of the
organization.

In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied
with the provisions relating to the constitution of Internal Complaints Committee (ICC).

During the year under review, the Company has not received any complaint pertaining to sexual
harassment.

Your Company has been conducting awareness campaign across the organization office premises to
encourage its employees to be more responsible and alert while discharging their duties.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as per Regulation 34 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is annexed to this Board Report as per Annexure C.

32. STATEMENT REGARDING COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, your Company has duly complied with the applicable provisions of the
Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS2)
issued by the Institute of Company Secretaries of India (ICSI).

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was
initiated, by/against Zenlabs Ethica Limited under the provisions of the Insolvency and Bankruptcy Code,
2016 (as amended). Further, no application / proceeding by/against Zenlabs Ethica Limited under the
provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2024.

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

Your directors would like to express their appreciation for assistance and co-operation received from the
financial institutions, banks, Government authorities, customers, vendors and members during the year
under review. Your directors also wish to place on record their deep sense of appreciation for the committed
services by the executives, staff and workers of the Company.

For and on behalf of the Board
ZENLABS ETHICA LIMITED

Sd/- Sd/-

Sanjeev Kumar Sanjay Dhir

Date: 4^th September, 2024 Managing Director Whole-Time Director

Place: Chandigarh DIN: 01154896 DIN: 02452461

1

Note: Mr. Hitesh Popatlal Oswal ceased to be Director of the Company with effect from 30^th September, 2023.
Mr. Ashok Kumar Gupta ceased to be Director of the Company with effect from 18^th October, 2023.

c) Directors retiring by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.
Sanjay Dhir, Whole-Time Director, is due to retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee ("NRC”) has recommended his
re-appointment.

Resolution seeking his re-appointment along-with his profile as required under Regulation 36(3)
of the Listing Regulations forms part of the Notice of 31^st Annual General Meeting.

---

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

ZENLABS ETHICA LIMITED

Chandigarh.

Your Directors have great pleasure in presenting 25th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2018.

1. FINANCIAL RESULTS:

(Amount in lacs)

Particulars	Year ended on 31-03-2018	Year ended on 31-03-2017
Total Income	7193.43	8123.76
Net Profit/Loss(before depreciation and Tax)	185.63	143.19
Less: Depreciation	20.25	20.40
Net Profit/Loss before Tax	165.38	122.79
Less:
Current Tax	52.49	24.35
Deferred Tax	-3.49	3.27
Net Profit/ (Loss) after Tax	116.38	95.16
Balance b/f from Previous Year	(40.75)	(141.20)
Less: Dividend paid F.Y. 2017-18	(18.59)	-
Less: Provision of Income Tax	(1.08)	(5.28)
MAT credit recognised	23.27	-
Balance c/f to Balance Sheet	81.38	(40.76)

2. TRANSFER TO RESERVES:

During the financial year 2017-18 the Company has transferred Rs. 1,16,37,813 (profit after tax) to the general reserves.

3. OPERATIONS

The Company had earned a profit of Rs. l,16,37,813/-from its operation during the year.

4. DIVIDEND

In view to expand the business of the company, the Directors of the Board do not recommend any dividend.

5. CHANGES IN SHARE CAPITAL. IF ANY

During the year under review, there has been no change in Company''s share capital.

The authorised capital of company is Rs. 7 crores (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakhs only) equity shares of Rs. 10/-(Rupees Ten only).

Company''s paid up share capital is Rs. 6,20,00,140/- (Rupees Six Crore Twenty Lakhs One Hundred and Forty only) divided into 62,00,014 (Sixty Two Lakh Fourteen only) equity shares of Rs. 10 each.

6. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rulel2 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report

7. NUMBER OF BOARD MEETINGS

6(Six) meeting of the Board were held during the year. The Board met on 27th May, 2017, 03rd August, 2017, 30thAugust, 2017, 30th October, 2017, 06th November, 2017 and 23rd january, 2018. The gap between two meetings did not exceed 120 days.

Sr. No.	Name of Director	Number of meetings during the financial year 2017-18
		Entitled to Attend	Attended
1	Mr. Sanjeev Kumar	6	5
2	Mr. Satish Kumar	6	6
3	Mr. Harpreet Singh Kalra	6	5
4	Mr. Pawan Sharma	6	6
5	Ms. Him Jyoti	6	6
6	Mr. Ashok Kumar Gupta	6	6
7	Mr. Narang Singh	6	2
8	Mr. Chander Sheel Baweja	6	6
9	Mr. Sanjay Dhir	6	4
10	Mr. Anurag Malhotra	6	6

8. AUDIT COMMITTEE:

The Board has constituted the Audit Committee in terms of the requirements of the Companies Act, 2013. During the year Audit committee met 5 (Five) times.

The Audit Committee met on 27th May, 2017, 03rd August, 2017, 30th August, 2017, 06th November, 2017 and 23rd January, 2018 with the following members:

Sr. No.	Name	Number of meetings during the financial year 2017-18
		Entitled to Attend	Attended
1	Mr. Pawan Sharma (Chairman & Member)	5	5
2	Mr Satish Kumar (Member)	5	5
3	Mr Ashok Kumar Gupta (Member)	5	5

9. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted the Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.

During the year Nomination and Remuneration Committee met 2 times. The Nomination and Remuneration Committee reconstituted on August 11, 2016.

The committee met on 24th August, 2017 and 13th February, 2018 with following members:

Sr. No.	Name	Number of meetings during the financial year 2017-18
		Entitled to Attend	Attended
1	Mr. Pawan Sharma [Chairman & Member]	2	2
2	Mr. Ashok Kumar Gupta [Member]	2	2
3	Mr. Chander Sheel Baweja [Member]	2	2

10. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted the stakeholder relationship Committee in terms of the requirements of the Companies Act, 2013. During the year stakeholder relationship Committee met 7 times.

The committee met on 27th May, 2017, 03rd August, 2017, 06th November, 2017, 23rd January, 2018, 29th January, 2018, 23rd February, 2018 and 23rd March, 2018 with the following members:

Sr. No.	Name	Number of meetings during the financial year 2017-18
		Entitled to Attend	Attended
1	Mr. Pawan Sharma[Chairman]	7	7
2	Mr. Sanjeev Kumar [Member]	7	6
3	Ms. Him Jyoti [Member]	7	7
4	Mr Ashok Kumar Gupta [Member]	7	7

11. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 [7] of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. AUDITORS:

M/s. Vijay Darji and Associates, Chartered Accountants, Mumbai (Firm Registration No. 118614W), who are the statutory auditors of the Company, hold office until the conclusion of the AGM to be held in 2021 and are eligible for re-appointment. Members of the Company at the AGM held on September 29, 2017 had approved the appointment of M/s. Vijay Darji and Associates, as the Statutory Auditors for a period of five financial years i.e., up to 31 March, 2021. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM.

The auditor''s report does not contain any qualifications, reservation or adverse remark.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

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

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

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

v. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

vi. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

14. SECRETARIAL AUDITOR & REPORT

The Board of Directors of the Company had appointed M/s. Shivhari Jalan, Whole time Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2017-2018. The Secretarial audit report for the financial year ended 31st March, 2018 is Annexure B to this Report.

The Observations given by Secretarial Auditor in his Secretarial Audit Report are self-explanatory and do not call for further explanations.

15. PUBLIC DEPOSITS:

During the period under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not applicable.

16. PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess of limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.The information required under Section 197 of the Act read with rule 5(1) & rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure ''E''

17. CORPORATE GOVERNANCE:

The company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 as the Paid up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2018, the Company''s Paid up Capital is of Rs. 6,20,00,140/- (Rupees Six Crore Twenty Lakhs One Hundred Forty only) and Net worth is of Rs. 7,01,38,811/- (Rupees Seven Crore One Lakh Thirty Eight Thousand Eight Hundred and Eleven Only).

Hence, compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

18. INDEPENDENT DIRECTORS MEETING/ BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act.

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

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors was held on March 20, 2018, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, Ms. Harmilan Kaur has been appointed as Company Secretary (CS) of the Company w.e.f August 3, 2017.

During the year Mr. Harpreet Singh (DIN-00834180) Director of the Company is retiring by rotation & being eligible offers herself for re-appointment.

Mr. Sanjeev Kumar Managing Director, Mr. Sanjay Dhir, CFO and Ms. Harmilan Kaur, Company Secretary are Key Managerial person as on 31st March, 2018 as per the Companies Act, 2013.

20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been the core of the company''s functioning. To meet this objective, the company has formed a Whistle Blower Policy and is available on the Company website atwww.zenlabsethica.com.

21. SUBSIDIARIES/ ASSOCIATES/1OINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013.

22. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.

The Provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption do not apply to your company for the period under review. However, the management has taken all the necessary steps to conserve the resources to the extent possible.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on arm''s length basis, and did not attract provisions of Section 188 of Companies Act, 2013. The details as required pursuant to clause (h) of sub section (3) of Section 134 of Companies Act, 2013 in Form ''AOC-2'' attached herewith as per Annexure C.

24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The particulars of loans, guarantees and investments have been disclosed in the financial Statements as on 31st March, 2018.

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

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

26. RISK MANAGEMENT POLICY

The Company has adopted a Policy on Risk Management, to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company''s business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the Regulators or Courts or tribunals during the financial year which would impact the going concern status of the Company and its future operations.

28. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate systems of internal financial controls in the Company pursuant to provisions of Section 134(q) r/w Rule 8(5)(viii) of Companies (Accounts) Rules, 2014. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the companies Policies, the safeguarding of its assets, prevention and detection of frauds, and accuracy of the accounting records and timely preparation of financial disclosures.

The Company has appointed M/s Anu & Associates, Chartered Accountants, as Internal Auditors for the financial year 2018-19.

The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committees of the Board.

29. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social responsibility do not apply to the company for the period under review.

30. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

During the period under review, no complaints were received under the policy for prohibition, prevention and Redressal of sexual harassment of the women at work place.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis report as per Regulation 34 of the SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 is annexed to this Board Report Annexure D.

32. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

	On behalf of the Board
	For Zenlabs Ethica Limited
	Sd/-
Date: 25th August, 2018	Sanjeev Kumar
Place: Chandigarh.	Managing Director
	DIN: 01154896

Annexure~A

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended 31.03.2018

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.REGISTRATION AND OTHER DETAILS:

I	CIN	L74900CH1993PLC033112
ii	Registration Date	20/07/1993
iii	Name of the Company	Zenlabs Ethica Limited
iv	Category/Sub-Category of the Company	Company limited by Shares / Non-govt company
V	Whether listed Company (Yes/No)	Yes (BSE Limited)
vi	Address of the Registered Office and contact details	Plot No.194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh 160002
vii	Name, Address and Contact details of Registrar and Transfer Agent, if any	Bigshare Services Pvt Ltd Bharat Tin Works Building, 1st Floor Opp. Vasant Oasis, Next to Keys Hotel Makwana Road, Andheri - East Mumbai - 400059 Tel.: 022 - 62638200 E-Mail: [e-mail]

II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No.	Name and Description of Main Product/Services	NIC Code of the Product	% to total turnover of the Company
1	Wholesale of pharmaceutical and medical goods	46497	100

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

Sr. No.	Name and Address of the Company	CIN/GIN	Holding/ Subsidiary / Associate	% of Shares held	Applicable Section
	N.A.	N.A.	N.A.	N.A.	N.A.

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year i.e. 01-04-2017						No. of Shares held at the end of the year i.e. 31-03-2018					% Change during Ihe year
	Demat		Physical	Total	% of Total Shares		Demat	Physical		Total	% of Tola Shares
A. Promoters
(1) Indian
a) Individual/HUF	2582514		0	2582514	41.65		2282514		0	2282514	36.81	(4.84)
b] Central Govt.	0		0	0	0		0		0	0	0	0
c) State Govt (s).	0		0	0	0		0		0	0	0	0
d) Bodies Corp.	1612650		0	1612650	26.01		1908075		0	1908075	30.78	4.76
e) Bank/FI	0		0	0	0		0		0	0	0	0
f) Any Other
Sub-Total(A)(l)	4195164		0	4195164	67.66		4190589		0	4190589	67.59	(0.07)
(2) Foreign
a] NRIs-Individuals	0		0	0	0		0		0	0	0	0
b] Other-	0		0	0	0		0		0	0	0	0
el Bodies Corp.	0		0	0	0		0		0	0	0	0
d] Bank/FI	0		0	0	0		0		0	0	0	0
e) Any Other	0		0	0	0		0		0	0	0	0
Sub-Total(A)(2)
Total shareholding of Promoter (A)(A)(1) (A)(2)	4195164		0	4195164	67.66		4190589		0	4190589	67.59	(0.07)
B. Public Shareholding
1. Institutions
a] Mutual Funds		0	0	0	0	0		0		0	0	0
b] Bank/FI		0	0	0	0	0		0		0	0	0
c) Central Govt.		0	0	0	0	0		0		0	0	0
d) State Govt(s).		0	0	0	0	0		0		0	0	0
e) Venture Capital Funds		0	0	0	0	0		0		0	0	0
f) Insurance Companies		0	0	0	0	0		0		0	0	0
g) FIIs		0	0	0	0	0		0		0	0	0
h) Foreign Venture Capital Funds		0	0	0	0	0		0		0	0	0
i)Others(specify)		0	0	0	0	0		0		0	0	0
Sub-Total(B)(l)
2.Non-Institutions
a)Bodies Corp.
i)Indian		394133	6500	400633	6.46	330427		6500		336927	5.43	(1.03)
i)0verseas		0	0	0	0	0		0		0	0	0
b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.l lakh		387796	324500	712296	11.49	417229	315100	732329	11.81	0.32
ii) Individual shareholders holding nominal share capital in excess of Rs.l lakh		719255	71700	790955	12.76	834228	61600	895828	14.45	1.69
c)Others(specify)
i)Clearing Member		43525	0	43525	0.70	42551	0	42551	0.69	(0.02)
ii)0verseas Bodies Corporate		53940	0	53940	0.87	53940	0	0	0	(0.87)
iii) Non Resident Indians (NRI)		2751	0	2751	0.04	0	0	0	0	(0.04)
v) Non Resident Indians (Repat)		500	0	500	0.01	1590	0	1590	0.03	0.02
iv) Non Resident Indians (Non Repat)		250	0	250	0.00	200	0	200	0.00	(0.00)
Total Public shareholding (B)(B)(1) (B)(2)	1602150		402700	2004850	32.34	1626225 383200		2009425	32.41	0.07
Shares held by Custodian for GDRs & ADRs
Grand Total (A B C)	5797314		402700	6200014	100.00	5816814 383200		6200014	100.00	0.00

(ii) Shareholding of Promoters

Sr. No.	Shareholder''s Name	Shareholding at the beginning of the year 01-04-2017			Shareholding at the end of the year i.e. 31-03-2018			% change in shareholding During the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumberec to total shares	No. of Shares	% of total Shares Of the company	% of Shares Pledged/ encumbered to total shares
1.	Preet Remedies Pvt Ltd	16,12,650	26.01	0.00	19,08,075	30.78	0.00	4.76
2.	Sanjeev Kumar	731626	11.80	0	646626	10.43	0	(1.37)
3.	Satish Kumar	387378	6.25	0	342378	5.52	0	[0.73]
4.	Harpreet Singh Kalra	731626	11.80	0	646626	10.43	0	(1.37)
5.	Sanjay Dhir	731884	11.80	0	646884	10.43	0	(1.37)
	Total	4195164	67.66	0.00	4190589	67.59	0.00	(0.07)

(iii) Change in Promoters'' Shareholding (please specify, if there is no change)

Sr. No.	Name of Shareholder	Shareholding at the beginning of the year		Changes during the year		Cumulative Shareholding during the year		Shareholding at the end of the year
		No. of shares	% of total shares of the company	Date of change in shareholding	Changes during the year	No. of shares	% of total shares of the company
1.	Sanjeev Kumar	731626	11.80	13.04.2017	(85000)	646626	10.43	646626
2.	Satish Kumar	387378	6.25		40000	342378	5.52	342378
				13.04.2017	(85000)
3.	Harpreet Singh Kalra	731626	11.80	13.04.2017	(85000)	646626	10.43	646626
4.	Sanjay Dhir	731884	11.80	13.04.2017	(85000)	646884	10.43	646884
5.	Preet Remedies 16,12,650 26.01 Pvt Ltd			13.04.2017	300000	1908075	26.01	16,12,650
				04.08.2017	(2)
				01.09.2017	(4575)

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.		Shareholding at the beginning of the year 01-04-2017		Date	Reason	Increase /Decrease		Shareholding at the end of the year as at 31-03-2018
	For Each of the Top 10 Shareholders	No. of Shares	% of total Shares of the company			Shares	% of total Shares	No. of Shares	% of total Shares of the company
1.	ARVIND RAMGOPAL BOHRA	82,000	1.32	1.32	Transfer	0	0	82000	1.32
				21-Apr-17	Transfer	-1000	-0.01	81000	1.31
				23-Jun-17	Transfer	1498	0.02	82498	1.33
				11-Aug-17	Transfer	-500	-0.008	81998	1.32
				15-Sep-17	Transfer	-998	-0.01	81000	1.31
				13-0ct-17	Transfer	650	0.01	81650	1.32
				10-Nov-17	Transfer	61000	0.98	142650	2.30
				01-Dec-17	Transfer	3000	0.04	145650	2.35
				22-Dec-17	Transfer	-95000	-1.53	50650	0.82
				26-Jan-18	Transfer	97000	1.56	147650	2.38
				31-Mar-18	Transfer	0	0	147650	2.38
2.	GUTTIKONDA VARA LAKSHMI	0	0	31-Mar-17	Transfer	0	0	0	0
				14-Apr-17	Transfer	20000	0.32	20000	0.32

				21-Apr-17	Transfer	100700	1.62	120700	1.95
				28-Apr-17	Transfer	2190	0.03	122890	1.98
				12-May-17	Transfer	12223	0.19	135113	2.18
				16-Jun-17	Transfer	10000	0.16	145113	2.34
				30-Jun-17	Transfer	-9998	-0.16	135115	2.18
				15-Dec-17	Transfer	-409	-0.006	134706	2.17
				26-Jan-18	Transfer	-70	-0.001	134636	2.17
				09-Feb-17	Transfer	-383	-0.006	134253	2.17
				31-Mar-18	Transfer	0	0.00	134253	2.17
3.	ARIHANT CAPITAL MKT. LTD	97267	1.57	31-Mar-17	Transfer	00	0	0	1.57
				07-Apr-17	Transfer	-1000	-0.01	96267	1.55
				14-Apr-17	Transfer	-1000	-0.01	95267	1.54
				21-Apr-17	Transfer	-13767	-0.22	81500	1.31
				28-ApR-17	Transfer	-3000	-0.04	78500	1.27
				05-May-17	Transfer	498	0.008	78998	1.27
				12-May-17	Transfer	2000	0.03	80998	1.35
				19-May-17	Transfer	10000	0.16	90998	1.47
				26-May-17	Transfer	-2000	-0.03	88998	1.44
				02-Jun-17	Transfer	1000	0.01	89998	1.45
				16-Jun-17	Transfer	-250	-0.004	89748	1.45
				23-Jul-17	Transfer	-1498	-0.02	88250	1.42
				07-Jul-17	Transfer	-1750	-0.02	86500	1.40
				14-Jul-17	Transfer	-2500	-0.04	84000	1.35
				21-Jul-17	Transfer	-600	-0.009	83400	1.35
				28-Jul-17	Transfer	-4900	-0.07	78500	1.27
				11-Aug-17	Transfer	-2900	-0.04	75600	1.22
				18-Aug-17	Transfer	-2000	-0.03	73600	1.19
				15-Sep-17	Transfer	-2303	-0.03	71297	1.15
				21-Sep-17	Transfer	18900	0.30	90197	1.45
				29-Sep-17	Transfer	-450	-0.007	89747	1.45
				06-0ct-17	Transfer	-2300	-0.03	87447	1.41
				13-0ct-17	Transfer	60000	0.96	147447	2.38
				20-0ct-17	Transfer	-100	-0.001	147347	2.38
				23-Oct-17	Transfer	91	0.001	147438	2.38
				31-0ct-17	Transfer	-238	-0.003	147200	2.37
				10-Nov-17	Transfer	-62000	-0.99	85200	1.37
				17-Nov-17	Transfer	-1000	-0.01	84200	1.36

				24-Nov-17	Transfer	-7000	-0.11	77200	1.25
				01-Dec-17	Transfer	-6125	-0.09	71075	1.15
				15-Dec-17	Transfer	4000	0.06	75075	1.21
				22-Dec-17	Transfer	97578	1.57	172653	2.78
				29-Dec-17	Transfer	-3000	-0.04	169653	2.74
				05-Jan-18	Transfer	6999	0.11	176652	2.85
				26-Jan-18	Transfer	-97000	-1.56	79652	1.28
				16-Mar-18	Transfer	-8443	-0.13	71209	1.15
				23-Mar-18	Transfer	-57	-0.001	71152	1.15
				30-Mar-18	Transfer	-600	-0.009	70552	1.14
				31-Mar-18	Transfer	0	0	70552	1.14
4.	SANGEETAA BOHRA	38600	0.62	31-Mar-17	Transfer	0	0	38600	0.62
				07-Apr-17	Transfer	-1000	-0.01	37600	0.61
				21-Apr-17	Transfer	-2600	-0.04	35000	0.56
				21-Jul-17	Transfer	-500	-0.008	34500	0.56
				11-Aug-17	Transfer	-1000	-0.01	33500	0.54
				01-Sep-17	Transfer	-200	-0.003	33300	0.54
				29-Sep-17	Transfer	-2000	-0.03	31300	0.50
				13-0ct-17	Transfer	61600	0.99	92900	1.50
				09-Mar-18	Transfer	-1895	-0.03	91005	1.47
				23-Mar-18	Transfer	-405	-0.006	90600	1.46
				30-Mar-17	Transfer	-350	-0.005	90250	1.46
				31-Mar-17	Transfer	0	0	90250	1.46
5.	MASTER CAPITAL SERVICES LIMITED	78421	1.26	31-Mar-17	Transfer	0	0.00	78421	1.26
				05-May-17	Transfer	-2000	-0.03	76421	1.23
				19-May-17	Transfer	501	0.008	76922	1.24
				09-Jun-17	Transfer	500	0.008	77422	1.25
				ll-Aug-17	Transfer	2000	0.03	79422	1.28
				18-Aug-17	Transfer	-700	-0.01	78722	1.27
				25-Aug-17	Transfer	-50	-0.001	78672	1.27
				Ol-Sep-17	Transfer	200	0.003	78872	1.27
				08-Sep-17	Transfer	-174	-0.002	78698	1.27
				29-Sep-17	Transfer	50	0.001	78748	1.27
				06-0ct-17	Transfer	400	0.006	79148	1.28
				13-0ct-17	Transfer	300	0.004	79448	1.28
				20-0ct-17	Transfer	-210	-0.003	79238	1.28
				27-Oct-17	Transfer	-28	-0.001	79210	1.28

				31-0ct-17	Transfer	200	0.003	79410	1.28
				03-Nov-17	Transfer	300	0.004	79710	1.29
				10-Nov-17	Transfer	-196	-0.003	79514	1.28
				17-Nov-17	Transfer	-114	-0.001	79400	1.28
				24-Nov-17	Transfer	302	0.004	79702	1.29
				01-Dec-17	Transfer	2100	0.03	81802	1.32
				08-Dec-17	Transfer	-2000	-0.03	79802	1.29
				15-Dec-17	Transfer	-100	-0.001	79702	1.29
				29-Dec-17	Transfer	-25	-0.001	79677	1.29
				09-Feb-18	Transfer	-100	-0.001	79577	1.28
				16-Feb-18	Transfer	25	0.001	79602	1.28
				23-Feb-18	Transfer	-355	-0.005	79247	1.28
				09-Mar-18	Transfer	200	0.003	79447	1.28
				16-Mar-18	Transfer	-200	-0.003	79247	1.28
				31-Mar-18	Transfer	0	0	79247	1.28
6.	ASHA UMRAO SINGH OSTWAL	65900	1.06	31-Mar-17	Transfer	0	0	65900	1.06
				21-Apr-17	Transfer	-15500	-0.25	50400	0.81
				12-May-17	Transfer	-1000	-0.01	49400	0.80
				19-May-17	Transfer	-12000	-0.19	37400	0.60
				26-May-17	Transfer	-4100	-0.06	33300	0.54
				02-Jun-17	Transfer	-5300	-0.08	28000	0.45
				09-Jun-17	Transfer	-5000	-0.08	23000	0.37
				16-Jun-17	Transfer	-5000	-0.08	18000	0.29
				23-Jun-17	Transfer	-5000	-0.08	13000	0.21
				30-Jun-17	Transfer	-4000	-0.06	9000	0.15
				07-Jul-17	Transfer	-5000	-0.08	4000	0.06
				14-Jul-17	Transfer	-4000	-0.06	0	0
				31-Mar-18	Transfer	0	0	0	0
7.	NEWGEN BROKING LTD	61600	0.99	31-Mar-17	Transfer	0	0	61600	0.99
				13-0ct-17	Transfer	-61600	0.99	0	0
				31-Mar-18	Transfer	0	0	0	0
8.	AALAWA LEASING AND FINANCE LTD.	60650	0.98	31-Mar-17	Transfer	0	0	60650	0.98
				13-0ct-17	Transfer	-60650	0	0	0
				31-Mar-18	Transfer	0	0	0	0

9.	BHAGYODAY FINANCIAL SERVICES	53940	0.87	31-Mar-17	Transfer	0	0	53940	0.87
				14-Apr-17	Transfer	-2000	-0.03	51940	0.84
				21-Apr-17	Transfer	-2000	-0.03	49940	0.81
				11-Aug-17	Transfer	-6500	-0.10	43440	0.70
				18-Aug-17	Transfer	-3900	-0.06	39540	0.64
				15-Sep-17	Transfer	-1000	-0.01	38540	0.62
				22-Sep-17	Transfer	-400	-0.006	38140	0.62
				29-Sep-17	Transfer	-2000	-0.03	36140	0.58
				27-Oct-17	Transfer	-5150	-0.08	30990	0.50
				10-Nov-17	Transfer	-769	-0.01	30221	0.49
				17-Nov-17	Transfer	-1132	-0.01	29089	0.47
				24-Nov-17	Transfer	-5000	-0.08	24089	0.39
				08-Dec-17	Transfer	-2000	-0.03	22089	0.36
				15-Dec-17	Transfer	-12000	0.19	10089	0.16
				22-Dec-17	Transfer	-3089	-0.04	7000	0.11
				29-Dec-17	Transfer	-1001	-0.01	5999	0.10
				05-Jan-18	Transfer	-5999	-0.10	0	0
				31-Mar-18	Transfer	0	0	0	0
10.	MOHAMMED AZMATHULLAH	49700	0.80	31-Mar-17	Transfer	0	0	49700	0.80
				31-Mar-18	Transfer	0	0	49700	0.80

(V) Shareholding of Directors and Key Managerial Personnel:

Sr. No.	For Each of the Directors And KMP	Shareholding at the Beginning of the Year i.e.1-04-2017		Increase / Decrease		Shareholding at the End of the year i.e. 31-03-2018
		No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
1	Mr. Sanjeev Kumar	731626	11.80	-85000	-1.37	646626	10.43
2	Mr. Satish Kumar	387378	6.25	40000	0.64	342378	5.52
				-85000	-1.37
3	Mr. Harpreet Singh Kalra	731626	11.80	-85000	-1.37	646626	10.43
4	Mr. Sanjay Dhir	731884	11.80	-85000	-1.37	646884	10.43
5	Mr. Pawan Sharma	Nil	Nil	Nil	Nil	Nil	Nil
6	Mr. Narang Singh	Nil	Nil	Nil	Nil	Nil	Nil
7	Ms. Himjyoti	Nil	Nil	Nil	Nil	Nil	Nil
8	Mr. Ashok Kumar Gupta	Nil	Nil	Nil	Nil	Nil	Nil
9	Mr. Chander Sheel Baweja	Nil	Nil	Nil	Nil	Nil	Nil
10	Mr. Anurag Malhotra	Nil	Nil	Nil	Nil	Nil	Nil

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	7047233	Nil	Nil	7047233
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)	7047233	Nil	Nil	7047233
Change in Indebtedness during the financial year
• Addition (Bank OD)	1478234	Nil	Nil	1478234
• Reduction (Vehicle Loan)	2292049			2292049
Net Change	(813815)	Nil	Nil	(813815)
Indebtedness at the end of the financial year
i) Principal Amount	6233418	Nil	Nil	6233418
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)	6233418	Nil	Nil	6233418

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. No.	Particulars of Remuneration	Name of MD/WTD/Manager			Total Amount
		Mr. Sanjeev Kumar, Managing Director	Mr. Sanjay Dhir, Wholetime Director
1.	Gross Salary	49,80,000	19,20,000	Nil	69,00,000
	Salary as per provisions contained In section 17(1) of the Income Tax Act	49,80,000	19,20,000	Nil	69,00,000
	Value of perquisites u/s 17(2) Income Tax Act,1961	Nil	Nil	Nil	Nil
	Profits in lieu of salary under Sectionl7(3) Income Tax Act, 1961	Nil	Nil	Nil	Nil
2.	Stock Option	Nil	Nil	Nil	Nil
3.	Sweat Equity	Nil	Nil	Nil	Nil
4.	Commission -As % of Profit -Others, specify	Nil	Nil	Nil	Nil
5.	Others, please specify	Nil	Nil	Nil	Nil
	Total(A)	49,80,000	19,20,000	Nil	69,00,000
	Ceiling as per the Act	Nil	Nil	Nil	Nil

B. Remuneration of other directors:

Sr. No.	Particulars of Remuneration	Fee for attending board committee meetings	Commission	Others, please specify	Total Amount
	Independent Directors
1.	Mr. Pawan Sharma	Nil	Nil	Nil	Nil
2.	Mr. Narang Singh	Nil	Nil	Nil	Nil
3.	Mr. Ashok Kumar Gupta	Nil	Nil	Nil	Nil
4.	Mr. Chander Sheel Baweja	Nil	Nil	Nil	Nil
5.	Mr. Anurag Malhotra	Nil	Nil	Nil	Nil
	Total (l)	Nil	Nil	Nil	Nil

Sr. No	Particulars of Remuneration	Fee for attending board committee meetings	Commission	Others, please specify	Total Amount
	Other Non-Executive
	Directors
1.	Mr. Satish Kumar	Nil	Nil	Nil	Nil
2.	Ms. Him Jyoti	Nil	Nil	Nil	Nil
3.	Mr. Harpreet Kalra	Nil	Nil	Nil	Nil
	Total(2)	Nil	Nil	Nil	Nil
	Total(B) = (l 2)	Nil	Nil	Nil	Nil
	Total Managerial Remuneration	Nil	Nil	Nil	Nil
	Overall Ceiling as per the Act	Nil	Nil	Nil	Nil

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sr. No.	Particulars of Remuneration	Key Managerial Personnel	Total Amount
		Ms. Harmilan Kaur CS (From August, 2017- March, 2018)
1.	Gross Salary
	(a)Salary as per provisions contained in section 17 (1) of the Income Tax Act	200000	200000
	(b)Value of perquisites u/s 17(2) Income Tax Act, 1961	Nil	Nil
	Profits in lieu of salary under Section 17 (3) of Income Tax Act,1961	Nil	Nil
2.	Stock Option	Nil	Nil
3.	Sweat Equity	Nil	Nil
4.	Commission -As % of Profit & Others, specify	Nil	Nil
5.	Others, please specify	Nil	Nil
	Total	200000	200000

VII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/Compounding Fees imposed	Authority RD/NCLT/ COURT]	Appeal, if any (give details)
A.COMPANY
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil
B. DIRECTORS
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil
C. OTHER OFFICERS IN DEFAULT
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

	On behalf of the Board
	For Zenlabs Ethica Limited
	Sd/-
Date: 25th August, 2018	Sanjeev Kumar
Place: Chandigarh.	Managing Director
	DIN: 01154896

Annexure~C Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014}

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis:

(a)	Name(s) of the related party and nature of relationship
00	Nature of contracts/arrangements/transactions
(c)	Duration of the contracts / arrangements/transactions
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any
(e)	Justification for entering into such contracts or arrangements or transactions	N.A.
CO	date(s) of approval by the Board
(g)	Amount paid as advances, if any
00	Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm''s length basis:

Name(s) of the related party	Nature of contracts/ arrangement/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	date(s) of approval by the Board, if any	Amount paid as advances if any:
Preet Remedies Pvt. Ltd.	Purchase of Traded Goods	Ongoing	Rs. 20,13,40,263	30-05-2016	Nil
Quixotic Healthcare	Purchase of Traded Goods	Ongoing	Rs. 20,78,41,043	30-05-2016	Nil
Alpha Products	Purchase of Traded Goods	Ongoing	Rs 6,00,30,133.5	30-05-2016	Nil
Ultrachiron Healthcare Pvt. Ltd	Purchase of Traded Goods	Ongoing	Rs. 2,01,92,083	30-05-2016	Nil
Oasis Pharmaanc Phytomolecules Pv.t Ltd.	Purchase of Traded Goods	Ongoing	Rs. 66,91,235	30-05-2016	Nil

	On behalf of the Board
	For Zenlabs Ethica Limited
	Sd/-
Date: 25th August, 2018	Sanjeev Kumar
Place: Chandigarh.	Managing Director
	DIN: 01154896

Annexure B

SHIV HARIJALAN B.COM, F.C.A, F.C.S

COMPANY SECRETARY

1055, Level 10, Hubtown Solaris, N. S. Phadke Mark, Andheri East West Flyover, Andheri (East), Mumbai- 400069, Telephone: [phone], Mobile: [phone].Email:[e-mail]

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule

No.9 of the Companies (Appointment and Remuneration Personnel)

Rules, 2014] To,

The Members, Zenlabs Ethica Limited

Plot No. 194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh -160002

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Zenlabs Ethica Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31.03.2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii)The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(V) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c)The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the company during the period under review);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the company during the period under review);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the period under review);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the company during the period under review)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the company during the period under review);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the company during the period under review);

(vi) Other laws applicable specifically to the company namely:

(a) Factories Act, 1948

(b) Pollution Control Act

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1) The company has not complied with the provision of Section 93 of the Companies Act, 2013 w.r.t non filing of MGT-10 with respect to change of more than two percent of the paid-up share capital of the company held by Promoters of the company.

2) The promoter of Company (i.e. Preet Remedies Private Limited) not complied provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 w.r.t. trading of securities when trading window was closed for insiders, directors and designated employees of the company.

3} The Company has not complied with Regulation 46 (2) (m) and 46 (2) (q) of LODR w.r.t disclosure on its website.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'' views if any are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company had no specific actions having a major bearing on the company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

	Sd/-
Place: Mumbai	SHIV HARI JALAN
Date: 25.08.2018	COMPANY SECRETARY
	PCS No: 5703
	C.P.NO:4226

This report is to be read with my letter of even date which is annexed as Annexure ''A'' and forms an integral part of this report.

SHIV HARIJALAN B.COM, F.C.A, F.C.S

COMPANY SECRETARY

1055, Level 10, Hubtown Solaris, N. S. Phadke Mark, Andheri East West Flyover, Andheri (East), Mumbai- 400069, Telephone: [phone], Mobile: [phone].Email:[e-mail]

''AnnexureA''

To,

The Members, Zenlabs Ethica Limited Plot No. 194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh -160002

My Report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Where ever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of provision of Corporate and other applicable laws, rules, regulations, standard is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability of Company nor of the efficacy of effectiveness with which the management has conducted the affairs of the company.

	Sd/-
Place: Mumbai	SHIV HARI JALAN
Date: 25.08.2018	COMPANY SECRETARY
	PCS No: 5703
	C.P.NO.: 4226

---

Mar 31, 2015

The Directors have great pleasure in presenting 22nd Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2015.

1. FINANCIALRESULTS:

(Rs. In Rs.000)

Particulars Year ended Year ended

on on 31-03-2015 31-03-2014

Total Income 0.00 10.43

Depreciation 92.30 136.70

Net Profit/(Loss) before Tax (602.21) (564.56)

Less: Provision for Taxation

Provision for Deferred Taxation -- --

Provision for FBT -- --

(Excess)/Short provision of FBT -- --

Earlier year TDS w/off 61.76 --

Interim& Final Dividend -- --

Dividend Tax paid -- --

Net Profit/(Loss) after Tax (602.21) (564.56)

Balance b/f from Previous Year (15681.12) (15116.86)

Balance available for Appropriation (602.21) (564.56)

Balance c/f to Balance Sheet (16283.33) (15681.12)

2. TRANSFERTORESERVES:

During the financial year 2014-15 the Company has not transferred amount to any reserve.

3. EXTRACTOFANNUALRETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

4. NUMBEROFBOARDMEETINGS

4(Four) meeting of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

5. AUDITCOMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part of this report.

6. DIRECTORSRESPONSIBILITYSTATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures

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

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

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

v. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules

8. AUDITORS:

M/s. Shiv K. Gupta & Associates, Chartered Accountants, Chandigarh (Firm Registration No.006946N) was appointed as Statutory Auditors at the Annual General Meeting held on 30th September, 2014 for the period of three (3) years. i.e. upto the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment.

9. COMMENTSON AUDITORS REPORT:

The auditor's report does not contain any qualifications, reservation or adverse remark.

10. SECRETARIAL AUDITOR & REPORT

The Board of Directors of the Company has appointed M/s. HS Associates, Practicing Company Secretary; to conduct the Secretarial Audit for the financial year 2014-2015. The Secretarial audit report for the financial year ended 31st March, 2015 is AnnexureB. to this Report.

In regards of appointment of Company secretary pursuant to section 203 of the Companies Act, the Company has no operations and the company has accumulated losses over the years, it could not find out suitable candidate. In Regards of Composition of Board of Directors , Company is in the process of Appointing 2 Independent directors

11. PUBLIC DEPOSITS:

During the period under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not applicable.

12. PARTICULARS OF EMPLOYEES:

Sine Company has not paid any remuneration to any of its directors pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, median employee remuneration cannot be compared. Hence the said details are not provided.

13. PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,1988.

(A) Conservation of energy:-

i. The steps taken or impact on conservation of energy: N.A.

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii. The capital investment on energy conversation equipments: N.A.

(B) Technology absorption:

i. The efforts made towards technology absorption: N.A

ii. The benefits derived like product improvement, cost reduction product development or import substitution: N.A

iii. In case of imported technology(imported during the last three years reckoned from the beginning of the financial year)- b. The details of technology imported : N.A

c. The year of import :N.A

d. Whether the technology been fully absorbed. N.A.

e. If not fully absorbed, areas where absorption has not taken place and the reasons thereof :N.A.

14.CORPORATE GOVERNANCE:

The Company is committed to maintain the Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

15.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Mr. Satish Kumar Director of the Company is retiring by rotation & being eligible offers himself for re-appointment.

Ms. Him Jyoti was appointed as an additional Director with effect from 25th March, 2015.

The resolution seeking approval of the members for the appointment of Ms. Him Jyoti has been incorporated in the notice of the forthcoming annual general meeting of the company. The company has received a notice under section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Him Jyoti.

The remuneration of Mr. Sanjeev Kumar subject to Schedule V of the Companies Act, 2013.

16. PERFORMANCEE VALUATION OF THE BOARD:

Pursuant of the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, the Company has devised a policy containing criteria for evaluating the performance of the independent. Non Executive and Executive Directors, Board and committees. Feedback was sought by way of structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its committee, Board culture, execution and performance of specific duties, obligations and governance. The manner in which evolution has been carried out in the Corporate Governance report, forming part of this Annual Report.

17.PARTICULARS OF CONTRACTSORARRAN GEMENTS MADE WITH RELATED PARTIES

There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm's length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 – 'AOC-2'.

18.SUBSIDIARIES:

The Company has one associates companies as on 31st March, 2015. There are no subsidiaries, provisions of Section 129 of the Companies Act, 2013 is not applicable.

Pursuant to provisions of section 129(3) of the Companies Act, a statement containing salient features of the financial statements of the Associates Company's in Form AOC-1 is attached herewith as per Annexure

19. PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS MADE UNDER SECTION 186 OFTHECOMPANIESACT,2013

The particulars of loans, guarantees and investments have been disclosed in the financial Statement.

20 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

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

21.POLICY ON DIRECTORS APPOINTMENT,REMUNERATION & BOARDSPER FORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

22.MANAGEMENT'S DISCUSSION AND ANALYS IS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexure D to this report

23.ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On behalf of the Board

For Neelkanth Technologies Limited



Sd/-

Sanjeev Kumar

(Chairman)



Date: 14th August, 2015

Place: Chandigarh

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting 21st Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In ''000)

Particulars Year ended Year ended on on 31-03-2014 31-03-2013

Total Income 10.43 1027.65

Depreciation 136.70 169.33

Net Profit/(Loss) before Tax (564.56) (650.88)

Less: Provision for Taxation Provision for Deferred Taxation

Provision for FBT - -

(Excess)/Short provision of FBT - -

Earlier year TDS w/off - -

Interim & Final Dividend - -

Dividend Tax paid - -

Net Profit/(Loss) after Tax (564.56) (650.88)

Balance b/f from Previous Year (15116.86) (14465.98)

Balance available for Appropriation (564.56) (650.88)

Balance c/f to Balance Sheet (15681.12) (15116.86)

DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

DIRECTORS:

During the year Mr. Harpreet Singh Kalra, Directors of the Company, is retiring by rotation and being eligible, offer himself for re-appointment.

Mr. Sanjeev Kumar (DIN -01154896) is appointed as a "Managing Director" of the Company by the Board of Directors with effect from 1st September, 2014.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Narang Singh (DIN- 02483894) and Mr. Pawan Sharma (DIN- 02512690) as Independent Directors for five consecutive years for a term upto 31 March 2019.

CORPORATE GOVERNANCE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Shiv K Gupta & Associates, Chartered Accountants on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

AUDITORS:

M/s. Shiv K Gupta & Associates, Chartered Accountants, Chandigarh, Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT:

The notes to Auditors Reports are self explanatory and hence no explanation is required from the Board as such.

COMPLIANCE CERTIFICATE:

Compliance Certificate issued by Mr. Hemant Shetye Partner of HS Associates, Company Secretaries is annexed hereto.

STOCK EXCHANGE REQUIREMENTS:

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

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

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

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

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

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

DEPOSITS:

During the year under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 are not attracted and the information relating thereto is nil.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, your Directors have to report that during the year under review there has been no employee in the service of the company drawing a salary of Rs.5,00,000/- per month or where employed for the whole year remuneration aggregating to Rs. 60,00,000/- p. a. or above.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS / OUTGO:

During the year under review, the Company does not have any inflow or outflow of Foreign Exchange.

SUBSIDIARIES:

Since the Company has no subsidiaries, hence provision of Section 212 of the Companies Act, 1956 is not applicable.

COMMITTEES OF BOARD:

The Board had reconstituted Audit Committee pursuant to Clause 49 of the listing Agreement.

Pursuant to Section 178 of the Companies Act, 2013, the Company has changed the name of Remuneration Committee and Shareholders Committee to "Nomination & Remuneration Committee" and "Stakeholders Committee" respectively, in their meeting held on 30th May, 2014.

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause49 of the Listing Agreement forms part of the Annual Report.

The declaration regarding compliance with the Company''s Code of Business Conduct and Ethics for Directors and Management Personnel forms part of Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company, M/s. Shiv K Gupta & Associates, and confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis are annexed and forms an integral part of this report.

ACKNOWLEDGEMENTS:

You''re Company and its Directors wish to sincerely thank all the customers and commercial banks for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company. Your Directors sincerely thank the shareholders for the confidence reposed by them in the company and for the continued support and co- operation extended by them.

On behalf of the Board For Neelkanth Technologies Limited

Sd/-

Sanjeev Kumar (Chairman)

Date: 13th August, 2014 Place: Chandigarh

---

Mar 31, 2013

The Directors have great pleasure in presenting 20th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs.in''000)

Particulars Year ended on Year ended 31-03-2013 on 31-03-2012

Total Income 1,027.65 35884.98

Depreciation 169.33 223.58

Net Profit/(Loss) before Tax (650.88) (10662.34)

Less: Provision for Taxation

Provision for Deferred Taxation

Provision for FBT 0.00 0.00

(Excess)/Short provision of FBT 0.00 0.00

Earlier year TDS w/ off 0.00 0.00

Interim & Final Dividend 0.00 0.00

Dividend Tax paid 0.00 0.00

Net Profit/(Loss) after Tax (10,681.64)

Balance b/f from Previous Year (14,465.98) (37,84.34)

Balance available for Appropriation Nil (10,681.64)

Balance c/f to Balance Sheet (15,116.86) (14,465.98)

DIVIDEND:

Your Directors do not recommend any dividend for the year under review. DIRECTORS:

During the year Mr. Satish Kumar and Mr. Harpreet Singh Kalra are retiring by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Shiv K Gupta & Associates, Chartered Accountants on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

AUDITORS:

M/s. Shiv K Gupta & Associates, Chartered Accountants, Chandigarh, Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT:

The notes to Auditors Reports are self explanatory and hence no explanation is required from the Board as such.

COMPLIANCE CERTIFICATE:

Compliance Certificate as required under Section 383A of the Companies Act, 1956 prepared and issued by Mr. Hemant Shetye Partner of HS Associates, Company Secretaries is annexed hereto.

STOCK EXCHANGE REQUIREMENTS:

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

DIRECTORS RESPONSIBILrTY STATEMENT:

The Board of Directors hereby confirms:

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

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

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

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

DEPOSITS:

During the year under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 are not attracted.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, your Directors have to report that during the year under review there has been no employee in the service of the company drawing a salary of Rs.5,00,000/- per month or where employed for the whole year remuneration aggregating to Rs. 60,00,000/- p. a. or above.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS / OUTGO:

During the year under review, the Company does not have any inflow or outflow of Foreign Exchange.

SUBSIDIARIES:

Since the Company has no subsidiaries, hence provision of Section 212 of the Companies Act, 1956 is not applicable.

DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis are annexed and forms an integral part of this report.

ACKNOWLEDGEMENTS:

You''re Company and its Directors wish to sincerely thank all the customers and commercial banks for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company. Your Directors sincerely thank the shareholders for the confidence reposed by them in the company and for the continued support and co- operation extended by them,

On behalf of the Board

For Neelkanth Technologies Limited

Sd/-

Sanjeev Kumar

(Chairman)

Date: 14th August, 2013

Place: Chandigarh.

---

Mar 31, 2010

The Directors have great pleasure in presenting 11th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. In000)

Particulars Year ended on Year ended on 31-03-2010 31-03-2009

Total Income 1,92,925.34 3,815.53

Depreciation 81.97 26.36

Net Profit/(Loss) before Tax 8,430.44 (521.07)

Less: Provision for Taxation 2,583.30 0.00 Provision for Deferred Taxation 21.80 0.00

Provision for FBT 0.00 0.00

(Excess)/Shortprovision of FBT 0.00 1.73

Earlier year TDS w/off 0.00 0.00

Interim & Final Dividend 0.00 0.00

Dividend Tax paid 0.00 0.00

Net Profit/(Loss) after Tax 5,825.34 (521.24)

Balance b/f from Previous Year 2,341.19 (1,819.95)

Balance available for Appropriation 5,81092 0.00

Balance c/f to Balance Sheet 3,447.92 (2,341.19)



DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

DIRECTORS:

Mr. Narang Singh and Mr. Pawan Kumar are retiring by rotation and being eligible, offer themselves for re-appointment.

Mr. Sanjeev Kumar was appointed as a Managing Director w.ei. 1st September, 2009 and Mr. Arvind Bohra, Director of the Company was resigned from the Board we.f lstSeptember,2009.

CORPORATE GOVERNANCE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Shiv K Gupta & Associates, Chartered Accountants on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

AUDITORS:

M/s. Shiv K Gupta & Associates, Chartered Accountants, Chandigarh, Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS- REPORT:

The notes to Auditors Reports are self explanatory and hence no explanation is required from the Board as such.

COMPLIANCE CERTIFICATE:

Compliance Certificate as required under Section 383A of the Companies Act, 1956 prepared and issued by Mr. Hemant Shetye Partner of HS Associates, Company Secretaries is annexed hereto.

STOCK EXCHANGE REQUIREMENTS:

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

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

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

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

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

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

DEPOSITS:

During the year under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 are not attracted.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, your Directors have to report that during the year under review there has been no employee in the service of the company drawing a salary of Rs.2,00,000/- per month or where employed for the whole year remuneration aggregating to Rs. 24,00,000/- p. a. or above

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS / OUTGO:

During the year under review, the Company does not have any inflow or outflow of Foreign Exchange.

SUBSIDIARIES:

Since the Company has no subsidiaries, hence provision of Section 212 of the Companies Act, 1956 is not applicable.

DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis are annexed and forms an integral part of this report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to sincerely thank all the customers and commercial banks for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company. Your Directors sincerely thank the shareholders for the confidence reposed by them in the company and for the continued support and co- operation extended by them.

On behalf of the Board

For Neelkanth Technologies Limited

Sd/-

Sanjeev Kumar

(Chairman)

Date: 30th August, 2010

Place: Chandigarh