annual report final - ankush25th annual report 2014 - 2015 chairman & managing director :...

NUTRAPLUS INDIA LIMITED

25 ANNUAL REPORT2014 - 2015

TH

CONTENT

Notice 2

Directors Report 14

Secretarial Audit Report 37

Management Discussion 43& Analysis

Report on Corporate Governance 45

Code Of Conduct Declarations 61

Certificate On Corporate Governance 62

Standalone Independent Auditor’s 63Report

Standalone Balance Sheet 68

Consolidated Independent Auditor’s 94 Report

Consolidated Balance Sheet 96

Attendance Slip 121

Proxy Form 122


25th ANNUAL REPORT 2014 - 2015

CHAIRMAN & MANAGING DIRECTOR :

DIRECTORS : Mr. Dilip Pimple

Mr. Uday Desai

Mr. B .G. Daga

Mr. Narayan Pasari

Mr. Mukesh R. Desai

Mr. Prameshkumar B. Mehta

Ms. Nidhi Naik

CHIEF FINANCIAL OFFICER : Mr. Chandresh Shukla

AUDITORS : M/s. AMPAC & Associates Chartered Accountants,

Mumbai.

BANKERS : The Saraswat Co-Op Bank Ltd. REGISTERED OFFICE : 7-A , Vakil Villa, H.F. Society Road End,

Jogeshwari (East), Mumbai - 400 060. Maharashtra. WORKS : N-92, M.I.D.C. Tarapur, Boisar,

Dist.Palghar, Maharashtra -401 506. REGISTRAR & SHARE TRANSFER : Sharex Dynamic (India) Pvt. Limited. AGENT Unit 1, Luthra Industrial.Premises,

Safed Pool, Andheri-Kurla Road, Andheri (East),Mumbai 400 072.

CORPORATE IDENTITY NUMBER : L24230MH 1990 PL C055347

Mr. Mukesh D. Naik

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NOTICE

NOTICE is hereby given that the TWENTY FIFTH Annual General Meeting of the Members of NUTRAPLUS INDIA LIMITED will be held at its Registered Office at 7 - A, Vakil Villa, H. F. Society Road End, Jogeshwari (East), Mumbai - 400 060, on Wednesday, 30th September, 2015 at 11.00 a.m. to transact the following business.

ORDINARY BUSINESS :1. To receive, consider and adopt the audited financial statement of the Company for the financial year

ended March 31, 2015, together with the Reports of the Board of Directors and Auditors thereon; and the audited consolidated financial statement of the Company for the year ended March 31, 2015.

2. To appoint a Director in place of Mr. Mukesh D. Naik (DIN: 00412896), who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint M/s. AMPAC & Associates, Chartered Accountants (Firm Registration No. 112236W) as Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting up to the conclusion of next Annual General Meeting and to authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and Clause 49 of the Listing Agreement, (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the members of the Company be and is hereby accorded to sell/dispose off its entire stake, from its wholly owned subsidiary i.e. Nutraplus Generic Medicines & Health Care Products Limited to Mukesh Naik his family members associates at such price and on such terms and conditions (including the receipt of the consideration thereof) as set out in the Explanatory Statement and in such manner as may be decided by the Board, with effect from such date and in such manner as the Board deems appropriate with power to the Board / Committee of Directors to finalise the terms for execution of the requisite documents.”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company or the Committee thereof, be and is hereby authorised to take such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty that may arise in regards to the proposed sale and further to do all such acts, deeds, matters and things and to execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection therewith”.

5 To consider, and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61 and all other applicable provisions of the Companies Act, 2013, (including any statutory modifications(s) or re-enactment thereof, for the time being in force), the existing Authorized Share Capital of the Company be and hereby increased from existing Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000(Two Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,00,00,000/-

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(Rupees Thirtyand that existing Clause V of the Memorandum of Association of the Company be and is hereby altered by deletion of the same and substituting in place and stead thereof the following:

V. The Authorized Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each with rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the Company for time being with power to increase or reduce the capital and to divide or sub-divide the Shares into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act or as provided by the Articles of Association of the Company for the time being.

“RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this resolution and/or otherwise considered by them in the best interest of the Company.”

“RESOLVED FURTHER THAT a copy of the above resolution, certified by any one of the Directors of the Company, be submitted with all such authorities, as may be required from time to time in order to give effect to the above resolution.”

6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made there under, the existing Article 3 of the Articles of Association be and is hereby deleted and the following article be and is hereby substituted in its place as new Article 3:

3. The Authorised Share Capital of the Company shall be as per Clause V of the Memorandum of Association of the Company as may be altered from time to time.

“RESOLVED FURTHER THAT the Directors be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this resolution and/or otherwise considered by them in the best interest of the Company.”

7. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Schedule IV of the Act and Clause 49 of the Listing Agreement, (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Narayan Pasari (DIN: 00532897), who was appointed as an Additional Director of the Company with effect from 29th May, 2015, in terms of Section 161(1) of the Act and whose term of office expires at the ensuing General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as Independent Director of the Company, not liable to retirement by rotation, to hold office up to 28th May, 2020.”

Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- each

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“RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary and expedient

from time to time.”

8. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Schedule IV of the Act and Clause 49 of the Listing Agreement, (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. B. G. Daga (DIN: 00004858) who was appointed as an Additional Director of the Company with effect from 19th June, 2015, in terms of Section 161(1) of the Act and whose term of office expires at the ensuing General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as Independent Director of the Company, not liable to retirement by rotation, to hold office up to 18th June, 2020.”

“RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary and expedient from time to time.”

9. To consider, and, if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution:

“RESOLVED THAT Ms. Nidhi Naik (DIN: 07131031) who was appointed as an Additional Director of the Company with effect from 26th March, 2015, pursuant to the provisions of Sections 161 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, along with necessary deposit proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company.

“RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be required from time to time.”

10. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to Section148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Cost and Audit) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. C. G. Pampat & Co., Cost Accountants (Firm Registration Number. 6163) being the Cost Auditor appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016, be paid the remuneration of Rs. 75,000/- (Rupees Seventy Five Thousand only) plus service tax as applicable and reimbursement of out of pocket expenses, if any.

“RESOLVED FURTHER THAT any one Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as in their absolute discretion they may consider necessary, expedient or desirable and to settle any question or doubt that may arise in relation thereto in order to give effect to this resolution or otherwise considered by them in the best interest of the Company.”

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By Order of the Board of Directors

Mukesh D. NaikChairman & Managing Director

DIN: 00412896Place: Mumbai Date: 14 th August, 2015

Registered Office: 7/A Vakil Villa, H F Society Road End, Jogeshwari (E), Mumbai – 400 060CIN: L24230MH1990PLC055347Tel No.: 022-28348587 Fax No.: 022-28212192Website: www.nutraplusindia.com Email:

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The duly filled proxy form in order to be effective must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for commencement of the Annual General Meeting.

2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the meeting.

4. Queries proposed to be raised at the Annual General Meeting may be sent to the Company at its registered office at least seven days prior to the date of Annual General Meeting to enable the management to compile the relevant information to reply the same in the meeting.

5. The Register of Members and Transfer Books of the Company will be closed from Tuesday 22nd September 2015 to Wednesday 30th,September 2015 (both days inclusive).

6. Members holding shares of the Company as on Wednesday 23rd,September 2015, shall be

entitled to vote at the Annual General Meeting of the Company. A person who is not a member as on the cut-off date should treat this notice for information purposes only.

7. Relevant documents referred to in the accompanying Notice and the Statements are open for inspection by the members at the Registered Office of the Company on all working days, during business hours up to the date of the Meeting.

8. Brief profile of Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/

[email protected]

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chairmanships of Board Committees, shareholding and relationships between directors inter-se, etc. as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and Secretarial Standards, are annexed to the Explanatory Statement.

9. A Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Businesses to be transacted at the Meeting is annexed hereto.

10. In accordance with the provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, this Notice and the Annual Report of the Company for the financial year 2014-15 are being sent by e-mail to those Members who have registered their e-mail address with the Company’s Registrars and Share Transfer Agent (in respect of shares held in physical form) or with their Depository Participants (DPs) (in respect of shares held in electronic form) and made available to the Company by NSDL and CDSL.

11. Members are advised to register/update their address, e-mail addresses and bank mandates (i.e. bank account number, name of the bank and the branch, 9 digit MICR Bank/ Branch code and account type) to their DPs in case of shares held in electronic forms and to the Company’s RTA in case of shares held in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc. from the Company electronically.

12. Members are requested to hand over the enclosed Attendance Slip, duly filled in and signed in accordance with their specimen signature(s) registered with the Company for admission to the AGM hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID Numbers for identification.

13. Information and other instructions relating to voting by electronic means:

a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed in this notice by electronic means and the business may be transacted through e-Voting Services The said resolutions will not be decided on a show of hands at the AGM.

b. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the Annual General Meeting (AGM) (“remote e-voting”) will be provided by Central Depository Services Limited(CDSL)

c. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

d. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

e. The members who have cast their vote by remote e-voting may attend the meeting but shall not be entitled to cast their vote again.

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f. The remote e-voting period commences on 27th, September 2015 (9:00 am) and ends on 29th September 2015 (5:00 pm). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September 2015, may cast their vote by remote e-voting. The remote e-voting module shall be forthwith blocked by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

14. The process and manner for remote e-voting are as under:

i. The voting period begins on 27th September,2015 and ends on 29th September 2015. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

iii. The shareholders should log on to the e-voting website www.evotingindia.com. iv. Click on “Shareholders” tab. v. Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT” vi. Now Enter your User ID

a. For CDSL: 16 digits beneficiary IDb. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.vii. Next enter the Image Verification as displayed and Click on Login.viii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted

on an earlier voting of any company, then your existing password is to be used. ix. If you are a first time user follow the steps given below:

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

For Members holding shares in Demat Form and Physical Form

PAN

Dividend

Bank

Details

OR Date of

Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

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x. After entering these details appropriately, click on “SUBMIT” tab.xi. Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

xii. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

xiii. Click on the EVSN for the relevant <Company Name> on which you choose to vote.xiv. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.xvi. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box

will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xvii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.xviii.You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting

page.xix. If a demat account holder has forgotten the login password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.xx. Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

xxi. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xxii. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or can contact Mr. Chandresh Shukla on 022-28212191.

xxiii. The shareholders can also access the Annual Report 2014-15 of the Company circulated to the Members of the Company and other information about the Company on Company’s website, i.e., www.nutraplusindia.com or on BSE’s web-site: www.bseindia.com.

xxiv. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 23rd September,2015, may obtain the login ID and password by sending a request at [email protected] or can contact Mr. Chandresh Shukla on 022-28212191.

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15. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

16. The Company has appointed M/s S.G. Parekh & Co, Practicing Company Secretaries has been appointed as a scrutinizer to Scrutinize the remote e-voting & voting process for the Annual General Meeting in a fair and transparent manner.

17. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

18. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

19. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.nutraplusindia.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited.

20. This Notice has been updated with the instructions for voting through electronic means as per the Amended Rules, 2015.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4:

Nutraplus Generic Medicines & Health Care Products Limited is a wholly owned subsidiary of the Company, the main reason for setting up the said subsidiary was manufacturing of Generic Medicines and healthcare products. The entire investment in the subsidiary was made only as a measure of commercial expediency to its further business objectives considering that it was primarily related to the business operations of the Company.

Considering that the operations of the subsidiary company Nutraplus Generic Medicines & Health Care Products Limited is not expected to commence in near future because unavailability of land in suitable place & Lack of expertise knowledge in the field of formulation. It was furthermore explained that the Nutraplus India Limited, wanted to concentrate and focus on its core competencies, i.e. manufacturing of Active Pharmaceuticals Limited (API), it would be appropriate to dispose the Compay’s stake in Nutraplus Generic Medicines & Health Care Products Limited .

Your Directors recommend these resolutions for your approval.

Mr. Mukesh Naik, Mr. Uday Desai, Mr. Dilip Pimple, Mrs Gita Naik, Ms Nidhi Naik, Mrs Sonu Desai & Mr. Chandresh Shukla and their relatives may be deemed to be concerned or interested to the extent of their shareholding in the Company in the Resolution as set out in Item no. 4 of the Notice.

Save and except the above, none of the persons specifed in Section 102 of the Compaines Act, 2013 namely the Promoters, Director, Key Managerial Persons, Relatives of Promoters, Directors and Key Managerial Persons or the entities comprising the interest of Promoters, Directors or Key Managerial Persons, are concerned or interested in the above resolutions.

Item No.5 & 6:

In order to augment further capital to meet the operational requirements, the Company shall be required to infuse funds.

The Company proposes to increase its Authorized Share Capital from existing Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- each.

For increasing its Authorized Share Capital, the Company shall be required to alter Clause V of its Memorandum of Association and Article 3 of its Articles of Association.

A draft of the altered copy of the Memorandum of Association and Articles of Association of the Company is available at the Registered Office of the Company for inspection of Members.

Section 61, 13 and 14 of the Companies Act, 2013 read with relevant Rules framed thereunder, require the Company to obtain approval of members for increasing the Authorised Share Capital and consequent alteration of its Memorandum and Articles of Association as set out in Item Nos.5 and 6 of the Notice respectively, by way of Special Resolution.

Your Directors recommend these resolutions for your approval. None of the persons specified in Section 102 of the Companies Act, 2013 namely the Promoters,

Directors, Key Managerial Persons, Relatives of Promoters, Directors and Key Managerial Persons or the entities comprising the interest of Promoters, Directors or Key Managerial Persons, are concerned or interested in the above resolutions.

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Item No. 7 & 8:

Pursuant to Sections 149 and 152 and Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Mr. Narayan Pasari and Mr. B.G. Daga were appointed as Additional Non-Executive Directors (Independent Category) with effect from 29th May 2015 and 19th June 2015 respectively, to hold office upto the ensuing Annual General Meeting in terms of Section 161 of the Act.

Mr. Narayan Pasari has experience in various fields such as taxation, audit, company law, merchant banking, financial services management consultancy. His area of expertise lies in Corporate consultancy. He serves as Member of Accounts & Audit Committee of Andheri Recreation Club. He is a Chartered Accountant by profession.

Mr. Brij Gopal Daga, holding a Master’s Degree in Commerce and Professional Qualifications of Company Secretary and Banking. Mr. Daga started his career with the Reserve Bank of India, where during his tenure of over 25 years he worked in the then Exchange Control Department where for large part of his stint he handled matters of foreign investment in India including the famous exercise of FERA dilution. As Senior Executive at UTI, he guided almost all aspects of Mutual Fund Management through his extensive knowledge and experience in Finance, Investment, Capital and Securities Markets, Regulatory requirements gained by virtue of his active role on the boards of a stock exchange, custodian, Broking Company and the depository besides serving on the boards of leading listed corporate as Institutional Nominee. He headed the Central Depository Services (India) Ltd. during 2001-03. He was a member of several committees including those of Securities & Exchange Board of India.

In connection with Section 149 and any other applicable provisions of the Act Mr. Narayan Pasari and Mr. B.G. Daga are proposed to be appointed as Independent Directors of the Company for a period as stated in their respective resolutions. They shall not be liable to retire by rotation. Respective notices have been received from members proposing the respective candidature of both the Directors for the office of Directors of the Company along with the requisite deposit.

In the opinion of the Board, the Independent Directors fulfill the conditions specified in Sections 149 and 152 and Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2013 and Clause 49 of the Listing Agreement and such Independent Directors are Independent of the management. Further, both the Independent Directors have given a declaration to the Board of Directors to the effect that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and are not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The Board believes that vast experience, knowledge and expert views of the aforesaid directors shall be beneficial for the progress of the Company. Hence, in the interest of the Company, the Board recommends the appointment of Mr. Narayan Pasari and Mr. B. G. Daga as Independent Directors as set out at Item Nos. 7 to 8 of the Notice.

Save and except Mr. Narayan Pasari & Mr. B. G. Daga and their relatives in their respective appointments, none of the other Directors, Key Managerial Personnel or their relatives are concerned or interested financially or otherwise in the proposed Ordinary Resolutions as set out at Item Nos. 7 to 8 of the Notice.

Item No. 9:

Pursuant to provisions of Section 149 read with rule 3 of Companies (Appointment of Directors) Rules, 2014 together with Clause 49 of the Listing agreement Every Listed Company shall have one Woman Director on the Board of the Company.

The Board of Directors of the Company had appointed Ms. Nidhi Naik as an Additional Director with

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The Board of Directors of the Company had appointed Ms. Nidhi Naik as an Additional Director with effect from 26th March 2015 pursuant to the provisions of Section 161(1) of the Companies Act, 2013.

A notice has been received from a member along with the deposit of Rs. 100,000/-, as per the provisions of Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Nidhi Naik for the office of Director of the Company.It has been proposed to obtain Shareholders’ approval for appointment of Ms. Nidhi Naik as a Director on the Company’s Board in accordance with the provisions of Section 152 of the Companies Act, 2013.

Ms. Nidhi Naik is interested in the resolution for her appointment as a Director, Mr. Mukesh D.Naik, and Mr. Uday Desai being her relatives may be deemed to be concerned or interested to the extent of their shareholding in the Company in the Resolution as set out in the Item no. 9 of the Notice.

Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relative(s) is, in any way, concerned or interested, financially or otherwise, in the said Resolution.

Item No. 10:

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company, upon recommendation of Audit Committee, is required to appoint an individual who is a cost accountant in practice or a firm of cost accountants in practice, as cost auditor. The remuneration of the cost auditor is required to be recommended by Audit Committee, approved by the Board of Directors and ratified by the members.

On recommendation of Audit Committee at its meeting held on 27th September, 2015 the Board has considered and approved appointment of M/s C. G. Pampat & Co. (FRN 6163), for the conduct of the audit of the Company’s cost records at a remuneration of Rs. 75,000/- (Rupees Seventy Five Thousand only) plus service tax as applicable and reimbursement of out of pocket expenses, if any.

The Resolution at Item No. 10 of the Notice is set out as an Ordinary resolution for approval and ratification by the members in terms of section 148 of the Companies Act, 2013.

None of the Promoters, Directors, Key Managerial Personnel of the Company and none of the relatives of Promoters, Directors and Key Managerial Personnel are deemed to be concerned or interested financially or otherwise in the said resolution.

By Order of the Board of Directors

Mukesh D. NaikChairman & Managing Director

DIN: 00412896

Mumbai, 14 th August 2015. Registered Office: 7/A Vakil Villa, H F Society Road End, Jogeshwari (E), Mumbai – 400 060CIN: L24230MH1990PLC055347 Tel No.: 022-28348587 Fax No.: 022-28212192Website: www.nutraplusindia.com Email: [email protected]

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Name of the Director

Brij Gopal Daga

NarayanPasari

Mukesh D.Naik

Nidhi Mukesh Naik

Age 72 54 60 21

19/06/2015 29/05/2015 06/02/1990 26/03/2015

Date of Appointment on the Board

QualificationsM.Com & Professional Qualifications of Company Secretary

CharteredAccountant

Chemical Engineering

Post Graduate/Master/Equivalent

Shareholding in the Company

NIL NIL 11,67,300 Shares 15,00,000 Shares

Nature of Expertise & Experience

Finance, Taxation, Accountants,Audit and CorporateConsultancy

FormulationTechnical

Terms and Conditions of Appointment/re-appointment

5 Years 5 Years 3 Years NA

Details of Remuneration sought to be paid

NA NA Rs. 30 Lacs p.a NA

NA NA Rs. 30 Lacs p.a NARemuneration last drawn

Number of Meetings attended during the year

NA NA 12 NA

Relationship with other Director, Manager and other Key Managerial Personnel of the Company

Father of Mr. Uday Desai& Nidhi Naik

NA NA

Daughter of Mr. Mukesh Naik& Sister ofMr. Uday Desai

Justification for Rich experience in the field of investment Banking,Corporate Governance and Corporate & Manangment Consultancy which shallbeneficial to the long run.

..... .....choosing the appointee (s) for appointment as Independent Director (s)

Name of the other Companies in which also holds Directorship

1.Mumbai Vaish Seva Sansthan2.Spicebulls Investments Limited3.Wall Street Finance Limited4.Motilal Oswal Trustee Company Limited

1.Meet Management Consultancy Services Private Limited2.Ladderup Corporate Advisory Private Limited3.Ladderup Wealth Management Private Limited4.St.Xavier's Vile Parle Alumni Association

NIL

13

Investment Banking,Coprporate Governance and corporate Consultancy

Rich experience relating to Finance, Taxation, Accounts,Audit and Corporate & ManangmentConsultancy which shall beneficial to the long run.

Professionally qualifed in the field of Forumulation,quality Assurance &Quality Control.

1. Uday Chemical Engineers And Projects Limited2. Nutraplus Generic Medicines & Health Care Products Limited3. Agrofarmsons Industries Limited 4. Purecare Chemicals Private Limited


BRIEF RESUME OF THE PERSONS PROPOSED TO BE RE-APPOINTED AS THE DIRECTORS OF THE COMPANY AT THE ANNUAL GENERAL MEETING IN ACCORDANCE WITH CLAUSE 49 OF THE LISTING AGREEMENT AND SECRETARIAL STANDARDS [‘SS - 2’]:


DIRECTOR’S REPORT DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting Twenty-Fifth Report on the Operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL STATEMENTS & RESULTS: a. Financial Results

st The Company's performance during the year ended 31 March, 2015 as compared to the previous financial year in spite of major sad back happened during the year is commendable and summarized below:

Particular For the year ended 31st March, 2015

For the year ended31st March, 2014

Consolidated Standalone Consolidated Standalone

Revenue from operation Income(Net of Excise Duty)

Other Income

Less: Expenses

Profit before FinanceCost, Depreciationand amortization expenses, Exceptionalitem, Extra-ordinaryitem and Tax expenses

Less: Finance Cost

Less: Depreciation and amortization expenses

Less: Extra-ordinary items

Profit before Tax

Less: Tax Expenses

Profit After Tax

Add: Profit brought forward fromprevious year

Profit available for appropriation

Less: Interim Dividend

6504.31 6504.31 6169.27 6169.27

20.33 20.33 9.59 9.59

6184.50 5149.65 6184.50 5149.65

340.14 1029.21 340.14 1029.21

451.56 357.02451.56 357.02

140.03 161.37140.03 161.37

313.90 313.90

(565.35) 510.81(565.35) 510.81

159.30 159.30 (197.70) (197.70)

(406.05) (406.05) 313.12 313.12

1317.45 1317.45 1004.33 1004.33

911.4 911.4 1317.45 1317.45

14

Less: Proposed Dividend

Less: Corporate Dividend Tax

Less: Transfer to General Reserve

Balance carried to Balance Sheet

911.4 911.4 1317.45 1317.45

- - - -- - - -- - - -- - - -

(Amount in Lakhs.)

b. OPERATIONS: Despite the challenging environment of the global as well as the Indian economy coupled with

disruption in production facilities due to fire occurred in our one of the manufacturing facility in the month of August 2014, the Company demonstrated the resilience of its business model.

The Company managed to earn a total Income of Rs. 65.04 Crores comprising of Sale of manufactured Active Pharmaceutical Ingredients (API's) and services incidental thereto as compared to Rs. 61.79 Crores of the previous financial year.

Company started the erection of new plant & re-erection of the damaged plant which was gutted in fire in the month Aug, 2014.

Company also acquired the plot of land at Dahej to start its operation in Gujarat due to proximity of key

raw materials and company will start this new expansion by 2017. Company raised the fund of 30 crores during the financial year through preferential issue to the

promoters & non promoters group for the expansion and future growth.

c DIVIDEND: Considering the loss incurred in the current financial year and to meet with the requirement of funds for future expansion, your Directors thinks it prudent not to recommend any dividend for the

financial year under review.

d. TRANSFER TO RESERVES: In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

e. INCREASE IN AUTHORIZED SHARE CAPITAL: During the period under report, the Authorized Share Capital of the Company was increased from Rs.

8,00,00,000/- (Rupees Eight Crores only) to Rs. 20,00,00,000/- (Rupees Twenty Crores only) by Shareholders approval by way of Extra-ordinary General Meeting.

f. ALLOTMENT OF CONVERTIBLE WARRANTS AND EQUITY SHARES: During the period under report, the Company made a preferential allotment of 38,25,000 Convertible

Equity Warrants & 45,68,348 Equity Shares on preferential basis to the Promoters and Non-Promoters.

g. PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 for the year ended 31st March 2015 is attached and marked as Annexure I forming part of this Report.

During the year under review no company has become or ceased to be its subsidiaries, joint ventures or associate companies.

h. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIESAll related party transactions made during the financial year 2014-15 were on arm's length basis and were in the ordinary course of business.All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which cannot be foreseen and are of repetitive nature.

15



A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions.

The details of related party transactions are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arms length's basis, Form AOC-2 is not applicable to Company.

i. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:Full particulars of loans, guarantees, investments and securities provided during the financial year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof, has been furnished in Annexure II and forms part of this report.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the members approved the appointments of Mr. Mahesh Doshi, Mr. Mukesh Desai and Mr. Prameshkumar Mehta as Independent Directors of the Company for a period of five years w.e.f 30th September 2014, who are not liable to retire by rotation. The Company has received declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013, that each one of them meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement in compliance with the provisions of Section 149 of the Companies Act, 2013 related to appointment of woman director on the Board. Ms. Nidhi Naik, was appointed as an Additional Director of the Company w.e.f. 26th March, 2015 to hold office upto the date of ensuing Annual General Meeting.

Further to broad base the Board, Mr. Narayan Pasari (DIN: 00532897), Chartered Accountant & Mr. B. G. Daga (DIN: 00004858) having very rich experience in the field of finance, accounts and taxation, were inducted on the Board as Additional Directors (Independent) with effect from 29th May, 2015 & 19th June, 2015 respectively to hold office up to the date of ensuing Annual General Meeting.

The Company has received notice from shareholders along with requisite deposit proposing the candidature of Mr. Narayan Pasari, Mr. B.G. Daga and Ms. Nidhi Naik for their appointment as Directors at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mukesh Naik will retire by rotation at the ensuing Annual General Meeting of the Company. Mr. Mukesh Naik, being eligible, has offered himself for re-appointment. The Board recommends his reappointment. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation

Mr. Mahesh Doshi has resigned as an Independent Director of the Company with effect from 15th November, 2015 on account of his other preoccupations. The Board places on record contributions received from him by the Company during his tenure as director of the Company.

a. DECLARATIONS BY INDEPENDENT DIRECTORS: The Company has received and taken on record the declaration received from all the Independent

Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

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3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES :

a. BOARD MEETINGS:During the financial year under review, Twelve meetings of Board of Directors were held i.e. on 14th May, 2014, 29th May 2014, 14th August, 2014, 3rd September, 2014, 31st October,2014, 11th November 2014, 14th November, 2014, 2nd January, 2015, 13th February, 2015, 26th February, 2015, 12th March, 2015 and 26th March, 2015 .

b. DIRECTOR’S RESPONSIBILITY STATEMENT:In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at 31st March, 2015 and Profit and loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

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

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement, Management Discussion & Analysis Report is attached and forms part of this Report.

d. NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee comprises of Mr. Pramesh Kumar Mehta as Chairman and Mr. Mukesh R.Desai and Mr. Uday Desai as Committee Members, with scope and powers as mandated by the Act. Mr. Mahesh Doshi, erstwhile Member of Committee, resigned as Director w.e.f. 15th November, 2014 and consequently ceased to be a Member of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee met four times during the year under review.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. Major criteria defined in the policy framed for appointment of the Directors including criteria for determining qualifications, positive attributes, Independence, etc are as under:

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I. Selection of Directors And Key Managerial Personnel :

In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:

a) by way of recruitment from outside; b) from within the Company hierarchy; or c) Upon recommendation by the Chairman or other Directors. The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment.

In case of Non-Executive Directors the selection can be made in either of the ways given below:a) By way of selection from the data bank of Independent Directors maintained by the Government. b) Upon recommendation by Chairman or other Directors.

II Qualifications, Experience And Positive Attributes Of Directors

a) While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company’s business.

b) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the job description to the Committee shall be provided and along with justifications that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment.

c) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind.

III Board Diversity and Independence of Directors

While making appointment of directors, following principles shall be observed by the Board, as far as practicable:

a) There shall be a proper mix of Executive and Non-Executive Directors and Independent and non-independent directors on the Board. The Company shall always be in compliance of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time, in this regard.

b) There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal etc.

c) While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had with relevant expertise as requisite to Business of the Company.

18

d) No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors.

e) While appointing independent directors, the criteria for the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 and Revised Clause 49 of the listing agreement shall be followed.

e. AUDIT COMMITTEE:

The Audit Committee constituted by the Board of Directors of the Company, in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Clause 49(III)(A) of the Listing Agreement comprises of:

Mr. Mahesh Doshi, erstwhile Member of Committee, resigned as Independent Director w.e.f. 15th November, 2014 and consequently ceased to be a Member of the Audit Committee. The Audit Committee met six times during the year under review.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

f. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted Stakeholder’s Relationship Committee, comprising of Mr. Mukesh Desai as its Chairman and Mr. Uday Desai and Mr. Mukesh D.Naik as the Committee

Members respectively.

g. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, 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, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company’s website at: www.nutraplusindia.com.

19



h. RISK MANAGEMENT POLICY:

I ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. The Independent Directors at their meeting considered and evaluated the Board’s performance, performance of the Chairman and other non-independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director.

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 26th March, 2015 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee is as below:

• Ethics and values, • Knowledge and proficiency, • Diligence, • Behavioral traits and • Efforts for personal development

Similarly, performance evaluation of the Chairman and Non – Independent Directors was carried out by the Independent Directors.

j. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, strategy, operations and functions of the Company through its Executive Directors and senior managerial personnel. The details of programs for familiarization of Independent Directors with the Company are available on the website of the Company at the link: www.nutraplusindia.com.

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial

20

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

l. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as Annexure III.

4. AUDITORS REPORT:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory auditor in

his report.

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein 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.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. Pursuant to the Section 134(3) of the Companies Act, 2013 and with respect to the observation made by the Secretarial Auditors of the Company on the compliance of Laws/Acts, the Board of Directors states as under;

I. No Appointment of company Secretary: Management Response: The Company is in process of appointing the Company Secretary as per

the requirements of Section 203 of the Companies Act, 2013.

ii. Cost audit Report has not been filed: Management Response: The Company has appointed Cost Auditors to obtain Report as per the

then provisions of Section provisions of Section 233B(4), 600(3)(b) of the Companies Act, 1956 and read with Companies (Cost Audit Report) Rules, 2011. However, due to fire occurred at the factory, necessary documents pertaining to the said Report were also lost. Hence, the Company awaits the Report from the Cost Auditors.

Iii. No intimation for change in Promoters’ and Top 10 Shareholders in MGT-10 was submitted to

21



Ministry of Corporate Affairs: Management Response: The Company had filed the same with Registrar of Companies.

iv. No Intimation to Reserve Bank of India for the shares allotted to Non Resident Indians: Management Response: The Company is liasoning with the Authorised Dealer for the issuance of

Foreign Inward Remittance Certificate to comply with the said requirement.

v. Not Complied with the Listing Agreement of Regional Stock Exchanges: Management Response: The Company is in process of Delisting from all the Regional Stock

Exchanges.

c. STATUTORY AUDITORS:Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s AMPAC & Associates, Chartered Accountants Mumbai having Firm Registration Number 112236W were appointed as the Statutory Auditors of the Company, to hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. AMPAC & Associates, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

d. COST AUDITORS:Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 10th July 2015, appointed M/s. C.G. Pampat & Co (Firm Registration Number 6163) as the Cost Auditors of the Company for the financial year 2015-16.

e. INTERNAL AUDIT: M/s KD Practice Associates & LLP, Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES: Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

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

22

read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are furnished in Annexure V which forms part of this Report.

c. CORPORATE GOVERNANCE:The Company is committed to maintain the high standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Annual Report.

Requisite certificate from the Auditors of the Company M/s AMPAC & Associates, Chartered Accountants, Mumbai having Firm Registration Number 112236W. Confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement is appended with the said Corporate Governance Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Audited Financial Statement of the Company for F.Y. 2014-15 is appended with the said Corporate Governance Report..

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by Managing Director of Company related to the compliance of aforesaid Code of Conduct is appended with the said Corporate Governance Report..

6. GENERAL:Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:1. Details relating to deposits covered under Chapter V of the Act.2 .Issue of equity shares with differential rights as to dividend, voting or otherwise.3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.4.Neither the Managing Director nor the Whole-time Directors of the Company receive any

remuneration or commission from any of its subsidiaries.5. No significant or material orders were passed by the Regulators or Courts or Tribunals which

impact the going concern status and Company’s operations in future.6. No revision of Financial Statements has been done during the year under review. Your Directors further state that Pursuant to the provisions of Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F. Y. 2014-15.

7. ACKNOWLEDGEMENTS AND APPRECIATION:Your Board acknowledges with appreciation, the invaluable support provided by the Company’s auditors, business partners and investors.Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

23


For and on behalf of the Board of Directors of Nutraplus India Limited

Mukesh D. NaikChairman and Managing Director

DIN: 00412896 Mumbai, 14th August , 2015


ANNEXURE I

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Nutraplus Generic Medicines andHealth Care Products Limited

Name of the Company

Relationship with Company Wholly owned subsidiary

Financial year of the Subsidiary ended on 31st March, 20151

Date from which it became subsidiary company

3rd October, 20132

Country of Incorporation 3 India

4 Equity Shares of Rs.10/- eacha)Number of Shares

50,000

b) Percentage Holding 100%

5(a) Net aggregate amount of Profit/(Loss) of the subsidiary, so far as they concern members of the Holding Company.For the Financial Year of the Subsidiarya)Dealt with in the accounts of the Holding Company.b)Not dealt with in the accounts of the Holding Company.

Nil

Net aggregate amount of Profit/(Loss) of the Subsidiary for the previous financial years so far as they concern members of the Holding Companya)Dealt with in the accounts of the Holding Company.b) Not dealt with in the accounts of the Holding Company.

5(b)

6 Financial Position

Share Capital 5,00,000

Reserve & surplus

Borrowings

Fixed Assets

Tangible Assets

Intangible Assets

Nil

Nil

Nil

Nil

Nil

Nil

24

Nil

Net Current Assets

Income Nil Nil

Less: Expenses Nil Nil

Profit/ (Loss) before tax Nil Nil

Less: Provision for tax Nil Nil

Income Tax of earlier years w/off Nil Nil

Exception Income Nil Nil

Exception expenditure Nil Nil

Profit after Tax Nil Nil

Balance brought from Balance sheet Nil Nil

Balance available for appropriation Nil Nil

APPROPRIATION

Interim Dividend Nil Nil

Final Dividend Nil Nil

Tax on distribution of dividend Nil Nil

Transfer of General Reserve Nil Nil

Balance carried to Balance sheet Nil Nil

ParticularFor the financial year ended 31st March, 2015

For the financial year ended 31st March, 2014

25

Performance of the Company7


ANNEXURE II

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details for loans & investments:

Details for guarantees given:

26

Name of the party Nature & Purpose of transactions

Amount at the beginning of the year

Transactions during the year

Balance at the end of the year

Teknopoint MercantileCompany Private Limited

Nil 415,00,000

Public bodies includingGovernment and regular deposit

Investments in Equity Instruments (unquoted)

Security Deposits

Loans and Advances to employees

Unsecured, considered good

415,00,000

1,356,724 1,865,3275,08,603

2,009,978 1,813,3781,96,600

Name of the party Purpose for giving corporate guarantee

Amount of guarantee

NilNil Nil


ANNEXURE III

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE (5)(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

ii. The median remuneration of employees of the Company during the financial year was 3.51 Lakhs;

iii. In the financial year, there was an increase of 31.55% in the median remuneration of employees;

iv. There were 27 permanent employees on the rolls of Company as on March 31, 2015;

v. Relationship between average increase/ decrease in remuneration and company performance: - The Profit before Tax for the financial year ended March 31, 2015 decreased by -110.68% whereas the increase in median remuneration was 31.55%. The average increase in median remuneration was in line with the performance of the Company.

vi. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel increased by 3.04 % from 39.21 Lakhs in 2013-14 to 40.4 Lakhs in 2014-15 whereas the Profit before Tax decreased by 110.68% to -565.35 Lakhs in 2014-15 (510.81 Lakhs in 2013-14).

vii. a) Variations in the market capitalisation of the Company: The market capitalisation as on March 31, 2015 was 12782.03 Lakhs (776.37 Lakhs as on March 31, 2014)

b) Price Earnings ratio of the Company was 18.43 as at March 31, 2015 and was 2.47 as at March 31, 2014

c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year- The Company had come out with initial public offer (IPO) in 1994. An amount of 1000 invested in the said IPO would be worth 11450 as on March 31, 2015 indicating a increase by 11.45 %. This is excluding the dividend accrued thereon.

viii.Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 97.13 % and average decrease in the managerial remuneration for the financial year was 3.03% since Mr. Nidhi Mukesh Naik was appointed as Director w.e.f. 26/03/2015 during the financial year 2014-15.

ix.The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year – Not Applicable; and

Sr. No Name of Director/KMP and Designation

Remuneration of Director/ KMP for financial year 2014-15 (inLakhs)

% increase in Remuneration in the Financial Year 2014-15

Ratio of remuneration of each Director/to median remuneration of employees

Comparison ofthe Remunerationof the KMP against the performance ofthe Company

30.001 NilMr. Mukesh Naik

10.40 12.94Mr.Dilip Pimple2

8.25Mr. Chandresh Shukla3

8.55 Profit before tax decreased by -110.68% profit after taxdecreased by -129.68% for the F.Y. 2014-15

2.96

2.35Nil


27


Annexure IV

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2015[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:

CIN : L24230MH1990PLC055347

Registration Date : 06/02/1990

Name of the Company : NUTRAPLUS INDIA LIMITED

Category / Sub-Category of the Company : Public Company / Limited by shares

Address of the Registered office and contact details : 7/A Vakil Villa, H. F. Society road End, Mumbai 400 060 Tel. No. 022 28212191

Whether listed company : Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any : Sharex Dynamic (India) Private Limited CIN: U67190MH1994PTC077176 Unit 1, Luthra Ind Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai 400 072

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 NIC Code of the Product % to total of main Products/ service / Service turnover of the company

1 Drugs and Pharmaceuticals 21001 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of theCompany

CIN / GLN Holding / subsidiary / associate

% of shares held Applicable section

1 Nutraplus Generic Medicines & Health Care Products Limited

U24233MH2013PLC248781

Subsidiary 100 2(87)

28


29


30


31


At the End of the year (or on the date of separation, if separated during the year)

--100000 0.896

32


33


34


35


ANNEXURE V

DISCLOSURE PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH

RULE 8 OF THE COMPANIES (ACCOUNTS), RULES 2014

(A) Conservation of energy:

(B) Technology absorption:

Capital investment on energy conservation equipments

Steps taken or impact on conservation of energy

Steps taken by the company for utilizing alternate sources of energy

Technology Absorption, Adaptation & Innovation

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

•Year of import

•Details of technology imported NIL

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation, consumption and control on utilization thereof. The various measures taken during the year include:a) Recycling of water in almost all products reduced the water consumption & hence reduction in effluent & treatment costb) Periodic internal energy audits of boiler, chilling plants, compressors etc. & give suggestions for further improvements.c) Installation of variable frequency drive (VFD) for centrifuges.d) Continuous overhauling of all thermal insulation to reduce loss of heat due to radiation.e) Tuning of boilers / thermopacs for optimum Air – Fuel ratio to increase efficiency.f) Condensate recovery improved to reduce fuel consumption

a)Installed Briquette as a solid fuel boiler.

a)Use of variable frequency drives for power saving in pumps.b)Use of charcoal / carbon briquettes as a solid fuel in boilers

a) The Company has successfully commercialized manufacturing process for Lumefantrine (Anti-Malarial agent) & Doxofylline (used In Asthma therapy) for non-regulatory market.

b) Process improvement work is carried out continuously which leads to improvement in quality as well as cost-reduction. We have developed & improved manufacturing process of various existing product.

c) We have developed manufacturing process of Tramadol (Analgesic) at Pilot scale & going to start commercial production in F.Y. 2015-16.

•Year of import N.A

•Whether the technology has been fully absorbed

•If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

N.A

N.A

Expenditure incurred on Research and Development 6,05,257/-

Actual Foreign Exchange earnings

1st April, 2014 to 31st March, 2015 [Current F.Y.]

1st April, 2013 to 31st March, 2014 [Previous F.Y.]

Amount in Rs Amount in Rs

Actual Foreign Exchange outgo

NIL NIL

7,13,19,232 5,17,46,118

(C) Foreign exchange earnings and Outgo:

36

Form No. MR-3SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

To The Members,Nutraplus India LimitedMumbai

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Nutraplus India Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s 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, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder except as stated otherwise, 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:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Nutraplus India Limited (“the Company”) for the financial year ended on 31st March, 2015 as given in the Annexure I, according to the provisions of:

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

(i) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

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

(iii) 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;

(iv) 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, 1992, as amended;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;


37

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit period);

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 Audit period);

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the Company during the Audit period);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit period);

(vi) We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under applicable Acts, Laws and Regulations to the Company. The list of Acts, laws and Regulations as applicable to the Company is given in Annexure-II.

We have also examined compliance with the applicable clauses of the Listing Agreements

entered into by the Company with Stock Exchange(s);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 remarks and observations as given in Annexure III attached herewith.

We 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 year 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 are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate


38

2.The Company has obtained Shareholders approval for the following matters by way of calling an Extra-Ordinary General Meeting held on Monday, 2nd February, 2015:

a) To increase the Authorized Share Capital of the Company from existing Rs. 5,50,00,000/- (Rupees Five Crore Fifty Lacs Only) to Rs. 6,50,00,000/- (Rupees Six Crores Fifty Lacs Only) and consequential alteration of Clause V of the Memorandum of Association of the Company. b) To issue Equity Shares on Preferential basis. c) To issue convertible Warrants to Promoter Group.

For RATHI & ASSOCIATES COMPANY SECRETARIES

HIMANSHU S. KAMDAR PARTNER FCS No. 5171 C.P. No.3030

Place: Mumbai Date: 23rd July, 2015

We further report that during the year under report, the Company has undertaken events / 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 viz.

1.The Company has obtained Shareholders approval for the following matters by way of Postal Ballot in accordance with Section 192A of the Companies Act, 1956 read with rules made thereunder, the results of which were declared on 24th April, 2014:

a) To borrow monies in excess of its Paid-up Capital and Free reserves subject to maximum limit of Rupees 500 Crores pursuant to Section 180(1)© of the Companies Act, 2013.

b) To create Charge / Hypothecation / Mortgage on the movable / immovable properties of the Company for securing the borrowings of the Company subject to maximum limit of Rupees 500 Crores pursuant to Section 180(1)(a) of the Companies Act, 2013.

c) To increase share capital of the Company from Rupees 6.50 Crores to Rupees 8 Crores by creation of 15,00,000 Equity Shares of Rs. 10/- each and consequential alteration of Clause V of the Memorandum of Association of the Company.

d) To issue, offer and allotment of 15,00,000 Optionally fully convertible warrants to the persons

forming part of the Promoter Group.


39

ANNEXURE - I

List of documents verified

1. Memorandum & Articles of Association of the Company;

2. Annual Report for the financial year ended 31st March 2014;

3.Minutes of the meetings of the Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders’ Relationship Committee and Attendance Register held during the financial year under report;

4. Minutes of General Body Meetings held during the financial year under report;

5. Statutory Registers viz. - Register of Directors & Key Managerial Personnel and their Shareholding - Register of Contracts with Related Party and Contracts and Bodies etc. in

which Directors’ are interested - Register of loans, guarantees and security and acquisition made by the

Company - Register of Charges - Register of Renewed and Duplicate Share Certificate

6.Declarations received from the Directors of the Company pursuant to the provisions of Section 299 of the Companies Act, 1956 and 184 of the Companies Act, 2013 and other declarations/intimations received under the Act and the Listing Agreement;

7.Intimations received from Directors and Designated Employees under the Internal Code for Prevention of Insider Trading;

8. E-Forms filed by the Company, from time to time, under applicable provisions of the Companies Act, 1956 and Companies Act, 2013 and attachments thereof during the financial year under report.

9.Intimations / documents / reports / returns filed with the Stock Exchanges pursuant to the provisions of Listing Agreement during the financial year under report;


40

ANNEXURE - II

List of Applicable laws to the Company

1. Pharmacy Act, 19482. Drugs and Cosmetics Act, 19403. Homoeopathy Central Council Act, 19734. Drugs and Magic Remedies (Objectionable Advertisement) Act, 19545. Narcotic Drugs and Psychotropic Substances Act, 19856. Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 19747. The Medicinal & Toilet Preparations ( Excise Duties) Act, 19558. Petroleum Act, 1934

9. Poisons Act, 191910. Food Safety And Standards Act, 200611. Insecticides Act 196812. Biological Diversity Act, 200213. The Indian Copyright Act, 1957


41

ANNEXURE – III

1.1 Matters with respect to Companies Act, 2013:

1. Pursuant to the provisions of Section 203(1) of the Companies Act, 2013 and read with Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Company has not appointed a Whole-time Company Secretary.

2. Pursuant to the provisions of Section 233B(4), 600(3)(b) of the Companies Act, 1956 and read with Companies (Cost Audit Report) Rules, 2011, The Company has not filed the Cost Audit Report with Ministry of Corporate Affairs for the year financial 2013-2014.

3. No intimation for change in Promoters’ and Top 10 Shareholders in MGT-10 was submitted to Ministry of Corporate Affairs.

1.2 FEMA Compliances

1. Pursuant to the provisions of Foreign Exchange Management Act, 1999 related to Foreign Direct Investments, the Company has not filed intimation for allotment of shares made to Non Resident Indians on 26th February, 2015 and 12th March, 2015.

1.3 Listing Agreement Compliances

1. The Company has not complied with the requirements of the Listing Agreement with Ahmedabad Stock Exchange and Madhya Pradesh Stock Exchange, Regional Stock Exchanges.

42


Management Discussion & Analysis

Growth in pharmaceutical markets is experiencing a major change where growth of developed markets is slowing down ,where as the growth in emerging markets is accelerating.India,China and Brazil ,Russia are spearheading the growth of pharmaceutical markets with India being one of the largest exporters of generic formulations to Developed markets such as USA,Europe as well as the developing markets of Africa,South America ,Middle East.India has one of the highest numbers of USFDA facilities outside USA which itself is the indicator of growth of the Pharmaceutical markets in India.Growth in medical infrastructure and health insurance is creating awareness amongst the masses, the importance of health and creating a major shift to modern medicines.As the pharmaceutical companies scan for new growth opportunities over the next decade they have realised that some of the most promising opportunities to be found in emerging markets economies.In recent times ,the pharmaceutical industry has shown high interest in India due to its sustained economic growth ,healthcare reforms and patent related legislation. There has been a manifold rise in public healthcare spending, rising patient awareness,expanding insurance coverage across the income pyramid and he emergence of new hospital formats.

As per the McKinsey Pharma2020 report Indian pharmaceuticals market will grow to USD 55 billion by 2020 driven by a steady increase in affordability and a step jump in market access. At the projected scale, this market will be comparable to all developed markets other than the US, Japan and China. Pricing controls and an economic slowdown can wean away investments and significantly depress the market, allowing it to reach only USD 35 billion by 2020. On the other hand, the market has the potential to reach USD 70 billion provided industry puts in super normal efforts.

India’s population is 1.28 Billion growing at the rate of 1.58% annually expected to increase to 1.53

Billion by 2030 and there is being a steady rise in disease prevalence with increase in patient pool by 20% or more by 2020. Present literacy rate in India is 74.04% with average growth of 7% to 8% .The affordability of drugs will rise due to sustained growth in incomes and increases in insurance coverage.The private health insurance coverage and Government sponsored health insurance coverage initiative will fuel the growth of pharmaceuticals sectors in India with more and more population opting for modern medicines

. The affordability of drugs will rise due to sustained growth in incomes and increases in insurance coverage. With real GDP growing at nearly 8 per cent over the next decade, income levels will rise steadily. Rising incomes will drive 73 million households into the middle and upper income segments4. In addition to income growth, health insurance coverage will augment affordability. By 2020, nearly 650 million people will enjoy health insurance coverage. Private insurance coverage will grow by nearly 15 per cent annually till 2020. However, the largest impact will be seen through government sponsored programmes that are largely focused on the ‘below poverty line’ (BPL) segment5, and are expected to provide coverage to nearly 380 million people by 2020.The acceptability of modern medicine and newer therapies will increase due to aggressive market creation by players, an increased acceptance of biologics and preventive medicine, and a greater propensity to self-medicate. Players will shape the patient funnel, especially for chronic therapies such as cardiovascular and neuropsychiatry.

In addition, patients will show greater propensity to self-medicate. The consumer health care Segment has the potential to grow at over 14 per cent annually, provided players make the larger OTC brands easily available to consumers, differentiate their products, and establish an emotional connection with patients.

The average healthcare spending in India is about 3-4% of GDP whereas in developed countries its about 10 to 15% of GDP.Thus it can be seen that there is a substantial difference between the two


43


where lies the opportunity for growth in Pharma and Healthcare space in India.

In the global scenario India will emerge as the preferred destination for sourcing API’s due to adherence to FDA quality standards and adoption of Good Manufacturing Practices CGMP Economical pricing and expertise at fraction of cost compared to US and EU will shift the focus towards India for servicing the requirement of APIs.Besides India itself is a hotbed for pharmaceutical and healthcare companies since a considerable large portion of population still do not have access to advanced therapies ,insurance and medicines.

Management Views:

Management has very positive outlook regarding the future of pharmaceuticals and API industry hence we have been investing in new capacities to satisfy the market demands and entering new thereapeutic segments ,since management has the view “Health is Wealth”,good health is the necessity and right of every living being to enjoy the fruits of life.

44


45


Name of the Directors

Category of Directorship

No. of Directorship (s) in other Public Companies

Committees

Member Chairman

Attendance in

Board Meetings

Held Attended

Whether previous

AGM attended

Mr. Mukesh D. Naik(DIN: 00412896)

Managing Director(Promoter)

Mr. Dilip K. Pimple (DIN: 02433809)

Whole time Director (Executive & Non-independent)

Mr. Uday M. Desai (DIN: 00413093)

Non Executive & Non-independent

Mr. Prameshkumar B. Mehta(DIN: 03638786)

Non-executive &Independent

Mr. Mukesh R. Desai(DIN: 00521051)


Mr. Mahesh H. Doshi #(DIN: 00502819)


Ms. Nidhi MukeshNaik @(DIN: 07131031)

Non-executive & Non-Independent

Mr. Brij Gopal Daga $ (DIN: 00004858)

Mr. Narayan Ramgopal Pasari $(DIN: 00532897)



3 2 - 12 12 Yes

1 1 - 12 12 Yes

4 3 - 12 12 Yes

1 - 2 12 12 Yes

- 2 1 12 12 Yes

- 2 - 12 6 Yes

- - - 12 - NA

4 2 - 12 - NA

1 2 - 12 - NA

46

Notes- Committees of Directors include Audit Committee and Stakeholders Relationship Committee of

Indian public (Listed & Unlisted) companies only.

- Except that Mr. Mukesh Naik, is the father of Mr. Uday Desai & Ms. Nidhi Naik, no other director is related directly or indirectly to any other directors of the Company.

# Mr. Mahesh Doshi (DIN: 00502819) resigned from the Board w.e.f. 14th November, 2014.

@ Ms. Nidhi Naik (DIN: 07131031) was appointed on the board w.e.f. 26th March, 2015

$ Mr. Narayan Ramgopal Pasari (DIN: 00532897) and Mr. Brij Gopal Daga (DIN: 00004858) were appointed as Additional Directors (Non-Executive-Independent Category) on the Board of the Company on 29th May, 2015 and 19th June, 2015 respectively.

None of the Directors is a Director in more than 20 Companies and member of more than 10

Committees or acts as Chairman of more than 5 Committees. None of the Independent Directors serves as an Independent Director in more than seven listed companies.

(b) Board Meetings, AGM Meeting and Attendance of Directors:

The Company's Board of Directors plays primary role in ensuring good governance functioning of Company. The Board meets at least once in a quarter to consider amongst other business the performance of the Company and financial results.

During the year ended 31st March, 2015, 12 (Twelve) meetings of the Board of Directors were held i.e. on 14th May, 2014, 29th May, 2014, 14th August, 2014, 3rd September, 2014, 31st October, 2014, 11th November, 2014, 14th November, 2014, 2nd January, 2015, 13th February, 2015, 26th February, 2015, 12th March, 2015 and 26th March, 2015.

The previous Annual General Meeting of the Company was held on 30th September, 2014

III.CODE OF CONDUCT:

The Company has adopted a Code of Conduct for the Members of the Board and the Senior Management. All the members of the Board and the Senior Management have affirmed compliance with the Code of Conduct as on 31st March, 2015 and a declaration to that effect signed by the Managing Director is enclosed and forms a part of this Report.

IV.BOARD COMMITTEES:

To enable better and more focused attention on the affairs of the Company, the Board delegates specific matters to Committees of the Board set up for the purpose. The Committees prepare the groundwork for decision making and report at the subsequent meeting of the Board of Directors.

Currently, the Board has three Committees viz. Audit Committee, Nomination & Remuneration Committee and Stakeholder’s Relationship Committee. The Board is responsible for the constitution, co-opting and fixing the terms of reference for said Committees.

[i] AUDIT COMMITTEE:(a)Terms of reference of Audit Committee are wide enough covering all the matters specified for Audit Committee under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee inter alia include following:


47


A. Powers of Audit Committee The Audit Committee has powers, which should include the following:

i. To investigate any activity within its terms of reference. ii. To seek information from any employee. iii. To obtain outside legal or other professional advice. iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

B. Role of Audit Committee The role of the Audit Committee includes the following:1) Oversight of the company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible;2) Recommendation for appointment, remuneration and terms of appointment of auditors of the

company; 3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

(a) Matters required to be included in the Director’ Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act,2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same(c) Major accounting entries involving estimates based on the exercise of judgment by

management (d) Significant adjustments made in the financial statements arising out of audit findings (e) Compliance with listing and other legal requirements relating to financial statements (f) Disclosure of any related party transactions (g) Qualifications in the draft audit report.

5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document /prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

8) Approval or any subsequent modification of transactions of the company with related parties; 9) Scrutiny of inter-corporate loans and investments; 10) Valuation of undertakings or assets of the company, wherever it is necessary; 11) Evaluation of internal financial controls and risk management systems; 12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems; 13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal

audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14) Discussion with internal auditors of any significant findings and follow up there on; 15) Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

48

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

18) To review the functioning of the Whistle Blower mechanism;19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

C. Review of information by Audit Committee

The Audit Committee reviews the following information:1) Management discussion and analysis of financial condition and results of operations;2) Statement of significant related party transactions (as defined by the Audit Committee), submitted

by management;3) Management letters/letters of internal control weaknesses issued by the statutory auditors;4) Internal audit reports relating to internal control weaknesses; and5) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject

to review by the Audit Committee.

The Audit Committee acts as a link between the Management, Statutory Auditors, Internal Auditors and the Board of Directors and oversees the financial reporting process.

(a) Composition of the Audit Committee as on 31st March, 2015 The Audit Committee comprised of Three Non-Executive Directors as members out of which two

were Independent Directors as on 31st March, 2015. Mr. Prameshkumar Mehta, an Independent Director is Chairman of the Committee. The Statutory Auditors are invited to the Audit Committee Meetings. All the Members of the Committee are financially literate.

The composition of the Audit Committee as on 31st March 2015 is as under:Sr. No. Name of the Members Category1 Mr. Pramesh Kumar Mehta Chairman2 Mr. Mahesh H. Doshi # Member3 Mr. Uday M. Desai Member4. Mr. Mukesh Desai $ Member

# Mr. Mahesh Doshi (DIN: 00502819) resigned from the Board w.e.f. 14th November, 2014.$ The Board at its meeting held on 14th November, 2014 has re-constituted Audit Committee by

appointing Mr. Mukesh Desai as a committee member.

(b) Audit Committee Meetings and Attendance during the financial year ended 31st March, 2015. During the Financial Year 2014-15, 5 (Five) Meetings of the Audit Committee were held i.e. on 28th

May, 2014, 13th August, 2014, 2nd September, 2014, 14th November, 2014 and 12th February, 2015.

The table hereunder gives the attendance record of the Audit Committee members.

Mr. Pramesh Kumar Mehta 5 5Mr. Mahesh H. Doshi # 5 4Mr. Uday M. Desai 5 5Mr. Mukesh R.Desai $ 5 1

Number ofmeetings attended

Name of the Members Number of Meetings convened


49



$ The Board at its meeting held on 14th November, 2014 has reconstituted Audit Committee by appointing Mr. Mukesh Desai as a committee member

The Managing Director and the Chief Financial Officer are the permanent invites to the Audit Committee. The Statutory Auditors, the Internal Auditors and Executives of the Company are also invited to the Audit Committee Meetings, whenever required. The Quorum for the Audit Committee meeting is two members.

[ii] NOMINATION & REMUNERATION COMMITTEE: The Broad terms of reference of the Nomination & Remuneration Committee is to ensure that the

remuneration practices of the Company in respect of the Senior Executives including the Executive Directors are competitive keeping in view prevalent compensation packages so as to recruit and retain suitable individual(s) in such capacity.

a) Composition of the Committee

The Nomination & Remuneration Committee comprised of the following members as on 31st March, 2015.

Sr. No Name of the Member Position1 Mr. Pramesh Kumar Mehta Chairman2 Mr. Mahesh H. Doshi # Member3 Mr. Uday R. Desai Member4. Mr. Mukesh R.Desai $ Member


$ The Board at its meeting held on 14th November, 2014 has re-constituted Nomination Remuneration Committee by appointing Mr. Mukesh Desai as a committee member.

b) Details of Committee Meetings and Attendance

During the Financial Year 2014-15, 4 (Four) Meetings of the Nomination & Remuneration Committee were held i.e. on 28th May, 2014, 14th November, 2014, 12th February, 2015 and 25th March, 2015.

The attendance of the Members is given below:Name of the Members Number of Meetings convened Number of meetings attendedMr. Pramesh Kumar Mehta 4 4Mr. Mahesh H. Doshi # 4 3Mr. Uday M. Desai 4 4Mr. Mukesh R.Desai $ 4 1

# Mr. Mahesh Doshi (DIN: 00502819) resigned from the Board w.e.f. 14th November, 2014.$ The Board at its meeting held on 14th November, 2014 has re-constituted Nomination Remuneration

Committee by appointing Mr. Mukesh Desai as a committee member.

c) Nomination Remuneration Policy The Company’s Nomination and Remuneration policy is driven by success and performance of the

individual employee/Executive Directors and the Company through its compensation policy, endeavors to attract, retain, develop and motivate a high performance workforce.

50

The Executive Directors are paid remuneration as per the agreements entered in to with the respective Directors. The remuneration structure of the Executive Directors comprises of Salary, House Rent Allowance, Perquisites and contribution to Provident fund. The appointment and remuneration paid to the Executive Directors is in accordance with the procedure and limits prescribed under the Companies Act, 2013 and the Listing Agreement.

Remuneration paid to the Executive Directors is recommended by the Nomination Remuneration Committee, approved by the Board and is within the limits set by the shareholders at the General Meetings.

The Company has not granted any stock option to any of its Non-Executive Directors

Details and elements of Remuneration paid to the Executive Directors pursuant to the provisions of the Section II of Schedule V of the Companies Act, 2013 for the Financial Year ended 31st March, 2015 is as under:

Apart from above, no remuneration / sitting fees was paid to any other Director during the financial year 2014-2015.

Details of Shares held by Non-Executive Directors as on 31st March, 2015 are as under:

Name of the Non-Executive Director No. of Equity Shares held Mr. Mahesh H. Doshi# 200Mr. Uday M. Desai 1102400Mr. Mukesh R. Desai NilMr. Prameshkumar B. Mehta NilMs. Nidhi M. Naik 700000

[iii] Stakeholders’ Relationship Committee

The name of the erstwhile Share Transfer / Investors Grievance Committee of the Company was changed to Stakeholders’ Relationship Committee as per the requirement of the provision of Section 178(5) of the Companies Act, 2013.

(a) Scope of the Stakeholder’s Relationship Committee: The Stakeholders’ Relationship Committee specifically looks into the shareholders' complaints, if

any and to redress the same expeditiously. The Committee deals with

Particulars Mr. Mukesh Naik (Managing Director)

Mr. Dilip K. Pimple (Whole time Director)

Salary & Perks (In Rs.) 30,00,000 11,90,670

Performance Linked Incentive NIL NIL

Service Contract 3 years from 30th September, 2014.

3 years from 30th September, 2014.

Notice 3 months 3 months

Severance Fees

Stock options

Nil Nil

Nil Nil


51


various matters like share transfers, transmissions, issue of duplicate share certificates, approve the remat requests, request for consolidation of shares as and when received, and to generally deal with all investors related matters and redress the grievances of investors if any.

(b) Composition of the Committee:Stakeholders’ Relationship Committee consists of three Directors out of which, one Director is Executive Director and two Directors are Non-Executive and of which one Director is Independent Director. The Share Transfer and Investors Grievance Committee currently comprises of the following members:The Stakeholders’ Relationship Committee comprised of the following members as on 31st March, 2015: Name of Member Designation

Mr. Mukesh R. Desai Chairman Mr. Uday M. Desai Member

Mr. Mukesh D. Naik Member

(c) Meetings and Attendance:Stakeholders’ Relationship Committee during the year under review met , 18 (Eighteen) times on 21st May, 2014, 28th May, 2014, 13th August, 2014, 1st September, 2014, 27th October, 2014, 13th November, 2014, 11th December, 2014, 2nd January, 2015, 6th January, 2015, 12th January, 2015, 19th January, 2015, 3rd February, 2015, 10th February, 2015, 12th February, 2015, 20th February, 2015, 2nd March, 2015, 10th March, 2015 and 24th March, 2015.

Name of the Director No. of Meetings Attended Mr. Mukesh R. Desai 18

Mr. Uday M. Desai 18 Mr. Mukesh D. Naik 18

Pursuant to the requirements of Clause 47(a) of the Listing Agreement entered into by the Company with the Stock Exchanges Ms. Alpa Shah, to acts as the Compliance Officer of the Company.

Details of Shareholders' complaints received, solved and pending during the Financial Year ended 31sf March, 2015.The Company did not receive any Investor Compliant during the financial year under report.

V. SUBSIDIARY COMPANY:

Nutraplus Generic Medicine & Healthcare Products Private Limited:

Under the prevailing market conditions the Company’s Management has contemplated a huge demand of generic medicines due to the increasing population and awareness of healthcare among the general public. The Management is also planning forward integration into generic pharmaceuticals to encash the opportunity by setting up manufacturing facility of the same.

Considering the above mentioned factors, Nutraplus Generic Medicine & Healthcare Products Private Limited had been incorporated as a wholly-owned subsidiary of the Company. However, since operations of the subsidiary company Nutraplus Generic Medicines & Health Care Products Limited is not expected to commence in near future because unavailability of land in suitable place & Lack of expertise knowledge in the field of formulation. It was furthermore explained that the Nutraplus India Limited, wanted to concentrate and focus on its core competencies, i.e., manufacturing of Active Pharmaceuticals Limited (API), it would be appropriate to dispose the Company's stake in Nutraplus Generic Medicines & Health Care Products Limited.

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VI. General Body Meetings:Details of last three Annual General Meetings are given hereunder

Year Date Venue Time

Special resolutions passed at the previous three Annual General Meetings were as follows:

a. At the 24th Annual General Meeting held on Tuesday, 30th September, 2014, the following Special Resolutions were passed by the shareholders:

* Appointment of Mr. Mukesh Naik (DIN: 00412896) as Managing director of the Company for the period of three years; and

* Appointment of Mr. Dilip Pimple (DIN: 02433809) as a Whole‐time Director of the Company for the period of three years.

b. At the Extra-ordinary General Meeting held on Monday, 2nd February, 2015 the following Special Resolutions were passed by the shareholders:

a. Increase in Authorized Share Capital from the existing of Rs. 8,00,00,000/- (Rupees Eight Crore only) divided into divided into 80,00,000 (Eighty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each.

b. Alteration of Articles of Association and Clause V, i.e., Capital Clause in Memorandum of Association and of the Company.

c. Approval for offer, issue and allot up to an aggregate of 38,25,000 Convertible Equity Warrants on preferential basis to the Promoters and Non-Promoters, with each Warrant convertible into one equity share of the Company of nominal value of Rs. 10/- each at a price of Rs. 54/- which includes a premium of Rs. 44/- per share and 55,00,000 Equity shares for cash at a price of Rs. 54/- per equity share (including a premium of Rs. 10 /-per Equity share) on preferential basis to the Non-Promoter Group on such conditions and terms and in such manner as may be decided by the Board in this connection;

Resolutions passed by way of Postal Ballot:Following Resolutions were approved by the Shareholders of the Company by way of postal Ballot

during the financial year 2013-2014. a. Special Resolution for authorizing the Board of Directors to borrow money in excess of its Paid-up

Share Capital and Free Reserves subject to a maximum limit of Rs. 500 Crores pursuant to Section 180(1)(c) of the Companies Act, 2013;

2013-2014 30th September, 2014

7-A, Vakil Villa, H.F. Society Road End, Jogeshwari (E), Mumbai- 60

11.00 A.M.



30th September, 2013

2012-2013

2011-2012 29th September, 2012

11.00 A.M.

11.00 A.M.


53


b. Special Resolution for authorizing the Board of Directors to create / hypothecate / mortgage movable / immovable properties subject to a maximum limit of Rs. 500 Crores pursuant to Section 180(1)(a) of the Companies Act, 2013;

c. Ordinary Resolution for Increase in the Authorized Share Capital of the Company from 6.50 Crores to Rs. 8 Crores by creation of 15,00,000 additional Equity Shares of Rs. 10/- each and consequent alteration of Clause V of the Memorandum of Association; and

d. Special Resolution for issue, offer and allotment of 15,00,000 Optionally Fully Convertible Warrants to the persons forming part of the Promoter Group.

Mr. Jayesh Shah, Partner of M/s. Rathi & Associates was appointed as the scrutinizer to review the entire process in a fair and transparent manner. The results with respect to the above results, was declared on 24th April, 2014 the details of which has been provided hereinbelow:

Details of voting pattern of the above mentioned resolutions are as under:

1 20 1993008 99.907% 1248 0.063%2 21 1994006 99.957% 250 0.013%3 20 1993906 99.952% 350 0.018%4 20 1993906 99.952% 350 0.018%

VII. DISCLOSURES:

(a) Related Party Transactions:During the year under review, apart from the transactions reported in Notes to accounts, there were no related party transactions with the Promoters, Directors, Management, Subsidiaries and other Related Parties. None of the contracts/transactions with Related Parties had a potential conflict with the interest of the Company at large. The interest of Director, if any, in the transactions are disclosed at Board Meetings and the interested Director does not participate in the discussion or vote on such transactions. Details of transactions with related parties are placed before the Audit Committee on a quarterly basis. The Company’s major related party transactions are generally with its subsidiaries and associates. All transactions entered into between the Company and Related Parties were in the ordinary course of business and at arm’s length.

(b) Compliance by the Company:A Statement of Compliance with all Laws and Regulations as certified by the Managing Director is placed at periodic intervals for review by the Board. The Board reviews the compliance o the applicable Laws and gives appropriate directions wherever necessary. There were no penalties or strictures imposed by the Company by the Stock Exchange or SEBI or any other Statutory Authority.

(c) CEO and CFO CertificationMr. Mukesh Naik, Chairman & Managing Director has given a Certificate to the Board as stipulated

under Clause 49 of the Listing Agreement.

(d) Whistle Blower Policy and access to the Audit Committee:The Company has formulated Whistle Blower Policy/ Vigil Mechanism Policy on 14th November, 2014. The Directors and Company’s personnel have open access to the Chairman of the Audit Committee in connection with any grievance case which is concerned with unethical behavior, frauds

Resolution No.Total number of valid Votes

No. of Shares in favour of resolution

Percentage No. of Shares against the resolution

Percentage

54

there are no instances of any such access.

(e) Code for Prevention of Insider Trading Practices:` In compliance with SEBI’s regulation on prohibition and prevention of Insider Trading, the Company has

established comprehensive Code of Conduct for prohibition and prevention of Insider Trading for its designated employees/persons and Directors. The said Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company.

The Company has also established the Code of Practices and Procedures of fair disclosure of Unpublished Price Sensitive Information. The said Code adopted by the Company is available on the web-site of the Company i.e on www.nutraplusindia.com

(f) Meeting of Independent Directors:

As required under Section 149 of the Companies Act, 2013 read with Schedule IV to the Act and Clause 49 II (B)(6) of the Listing Agreement entered into with the Stock Exchanges, the Meeting of Independent Directors of the Company was held on 26th March, 2015 inter-alia to review the performance of non-independent Directors and Board as a whole, the Chairperson of the Company and to assess the quality, quantity and flow of information between the management and the board. Further the Independent Directors were briefed on their roles, rights and responsibilities towards the Company, the nature of industry in which the Company operates and its business model

(g) Policy to Prevent Sexual Harassment at the work place:

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and by the Company. To redress complaints of sexual harassment if any, the Company has formed a Complaints Committee. During the year, the Company received no Complaints.

(h) Compliance with the Mandatory requirements and Implementation of the Non - mandatory requirements:

The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement. The Company has not implemented the non-mandatory requirements enlisted by way of annexure to Clause 49 of the listing agreement.

VIII. MEANS OF COMMUNICATION

Financial Results (I) The Quarterly Un-Audited Financial Results and Annual Audited Financial Results are generally published in

Free Press Journal, Mumbai (English Edition) & Navshakti, Mumbai (Marathi Edition). These results are also placed on the Company’s website www.nutraplusindia.com.

(ii) No presentations were made to the Institutional Investors or to analysts during the Financial Year 2014-15. (iii) The Management Discussion and Analysis Report is separately attached and forms part of this Annual

Report.

IX. CERTIFICATE ON CORPORATE GOVERNANCE: As required by Clause 49 of the Listing Agreement, a certificate issued by M/s. AMPAC & Associates, Practicing

Chartered Accountants, regarding compliance with Corporate Governance norms is given as an annexure to this Report.

X. CEO DECLARATION: As required by Clause 49 of the Listing Agreement, the CEO i.e. the Managing Director's declaration on

compliance of the Company's Code of Conduct is provided as an annexure to this Report.

and other illegitimate activities. No person of the Company has been denied access to the Audit Committee and


55


XI. GENERAL SHAREHOLDERS' INFORMATION:

1. Annual General Meeting of Shareholders:

Day & Date

Time

Venue

Wednesday ,30 th September , 2015

11.00 A.M.

7/A, Vakil Villa , H.F.Society Road End,

Jogeshwari(East ) Mumbai 400 060

.2. Financial year and calendar

(tentative and subject to change) The Company follows April-March as its financial year. The results for every quarter beginning from April are declared as per listing agreement.

3. Dates of Book Closures Tuesday 22nd September 2015 to Wednesday

30 th September 2015(both days inclusive)

4. Dividend Payment date Not Applicable

5. Registered Office 7-A, Vakil Villa, H.F. Society Road End, Jogeshwari (East), Mumbai- 400 060

6. Works N-92, M.I.D.C. Tarapur, Boisar, Dist.Thane,

Maharashtra.

7. Listing on Stock Exchanges

a. Stock Exchange BSE Limitedb. Depository Central Depository Services (India) Ltd. and National Securities Depository Ltd.

8. Stock Exchange & Code BSE Limited Code: 524764

9. ISIN INE230G01012

CIN L24230MH1990PLC055347

10. Listing fees Has been paid within the stipulated time period.11. Disclosures regarding appointment or re-appointment of Directors: Pursuant to the provisions of Sections 152 of the Companies Act, 2013, Mr. Mukesh Naik shall retire by rotation and being eligible, has offer himself for re-appointment. Ms. Nidhi Naik was appointed as an Additional Director, whose tenure shall expire at the ensuing Annual General Meeting. The Company has received a letter proposing her candidature as a Director of the company. Further, in accordance with the provisions of Section 149 read with Section 152 of the Companies Act, 2013, Mr. Brij Gopal Daga (DIN: 00004858) and Mr. Narayan Ramgopal Pasari (DIN:00532897) are proposed to be appointed as Independent Directors to hold Office upto 18th June, 2020 and 28th May, 2020 respectively. The Board recommends the re-appointment/appointment of all the above mentioned Directors. The detailed resume of Directors proposed to be appointed / re-appointed is provided in the notice of the Annual general Meeting.12. Stock Market Price Data:

Monthly High and Low of Closing prices of the Company's Equity Shares traded at Bombay Stock Exchange Limited for the financial year ended 31st March, 2015 is notedbelow:

56

Performance in comparison to BSE Sensex:

13. Registrar and Share Transfer Agents:

Sharex Dynamic (India) Private Limited Unit -1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai -400 072 Tel.No.: 022 - 2851 5606, 2851 5644. Fax No.: 022-2851 2885. Email: [email protected] Web-site: www.sharexindia.com

Month BSENutraplusHigh (Rs.)

Low (Rs.)

Sensex (High)

Sensex (Low)

April 2014

May 2014

June 2014

July 2014

August 2014

September 2014

October 2014

November 2014

December 2014

January 2015

February 2015

March 2015

13.98

19.80

20.75

23.25

24.65

34.50

41.45

41.60

61.40

98.00

116.75

120.20

12.45

13.20

17.00

15.40

18.05

21.30

24.60

22.15

22.25

64.45

97.85

98.60

22,939.31

25,375.63

25,725.12

26,300.17

26,674.38

27,354.99

27,894.32

28,822.37

28,809.64

29,844.16

29,560.32

30,024.74

22,197.51

22,277.04

24,270.20

24,892.00

25,232.82

26,220.49

25,910.77

27,739.56

26,469.42

26,776.12

28,044.49

27,248.45


57


14.Share Transfer System:Shares sent for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. The Stakeholders’ Relationship Committee meets as often as required. As per the revised Clause 49 of the Listing Agreement and to expedite the process of share transfers, the Board has delegated the powers of share transfers and related matters to Mr. Mukesh D. Naik, Mr. Mukesh R. Desai and Mr. Uday M. Desai, members of the Stakeholders’ Relationship Committee who attend to share transfer formalities as per the requirement.

All request received for transfer of shares are processed and approved by the Stakeholder’s Relationship Committee as its meeting or by way of circular resolution.

15.Distribution of Shareholding as on March 31, 2015: A. Distribution of shareholding as on March 31, 2015 is noted below:

B. Categories of Shareholding as on March 31, 2015:

PROMOTER & PROMOTER GROUP Indian Individuals/HUF 9 39,07,500 35.00

Bodies Corporate - - -

9 39,07,500 35.00

No. of EquityShares Held

SharesShareholders

Number of Shareholders

%of shareholders Total Shares % of Total Capital

1 – 100

101 – 200

201 – 500

501 – 1000

1001 -5000

5001 -10000

10001 - 100000

100001& above

TOTAL

4,299

720

446

277

256

77

112

13

6,200

69.34

11.61

7.19

4.47

4.13

1.24

1.81

0.21

100.00

4,07,330

1,40,935

1,81,909

2,48,932

7,04,184

6,92,292

39,19,966

48,67,800

111,63,348

3.65

1.26

1.63

2.23

6.31

6.20

35.11

43.61

100.00

Category of shareholder

Number ofshareholders

Total Numberof shares

Total shareholding as a % of total number of shares

Category

TOTAL (Promoter & Promoter Group)

58

PUBLICInstitutions Mutual Funds/ UTI 1 3,800 0.03

Financial Institutions/Banks 1 100 0.00Foreign Institutional Investors - - -Total for Institutions 2 3,900 0.03

Non-institutions Bodies Corporate 75 5,23,852 4.69Individuals 5,973 63,70,628 57.07 Clearing Member 22 37,146 0.33 NRIs 119 3,20,322 2.87Total for Non-Institutions 6189 72,51,948 64.96TOTAL (Public) 6191 72,55,848 65.00GRAND TOTAL 6200 1,11,63,348 100%

16. Dematerialization of shares and liquidity

The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The Company has connectivity with National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) for Demat facility. As on 31st March, 2015, 86.43% of the total Equity Capital was held in the demat form with NSDL and CDSL.

Physical and Demat Shares as on 31st March, 2015Shares %

No. of Shares held in dematerialized form in NSDL 49,61,889 75.23No. of Shares held in dematerialized form in CDSL 7,38,786 11.20Physical Shares 8,94,315 13.57Total 65,95,000 100.00

17.Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity

There were no outstanding GDR's / ADR's pending conversion or any other instrument likely to impact the Equity Share Capital of the Company as on 31st March, 2015.

However 46,25,000 convertible warrants were outstanding as on 31st March, 2015 of which 23,00,000 were held by Promoter & Promoter Group and 23,25,000 were held by Public Category.

On conversion of all the above mentioned warrants, the Paid-up Capital of the Company shall increase to Rs. 157,883,480 (1,57,88,348 Equity Shares of Rs. 10/- each)

18. Address For Correspondence:

Sharex Dynamic (India) Pvt. Limited Unit 1, Luthra Industrial Premises, Safed Pool, Andheri- Kurla Road, Andheri (East), Mumbai- 400 072

Compliance Officer Ms. Alpa Shah 7-A, Vakil Villa, H. F. Society Road End, Jogeshwari (East), Mumbai – 400 060 Tel.: 022-28348587, 28212191 Fax:022-28212192 Email:[email protected]


59


XII . UNCLAIMED SHARES As per Clause 5A of the amended Equity Listing Agreement, The Company and the Registrar and

Transfer agents are not in possession of any Physical Share Certificates which has remained undelivered or unclaimed to / by shareholders of the Company.

The Company has no unclaimed shares.

XIII. REQUEST TO INVESTORS:a) Investors are requested to communicate change of address, if any, directly to the Share Transfer

Agent of the Company at the above address.b) The Shareholders are requested to dematerialize their physical Share certificates, through a

depository participant. Shareholders requiring any further clarification assistance on the subject may contact the Company's Share Transfer Agent.

c) Investors who have not availed nomination facility are requested to avail the same by submitting the nomination form. The form will be made available on request.

d) Investors holding Shares in electronic form are requested to deal only with their Depository Participant in respect of change of address, nomination facility and furnishing Bank account number etc.

e) Investors are requested to kindly note that any dividend which remains unpaid/unclaimed for a period of seven years will get transferred to "Investors Education and Protection Fund" in terms of Section 205C of the Companies Act, 1956

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Code of Conduct Declaration

Pursuant to Clause 49 I (D) of the Listing Agreement entered into with the Stock Exchange, I hereby declare that all the Board members and senior management personnel of the Company have affirmed compliance with the Code of Conduct for the year ended

st31 March, 2015.

Place: Mumbai th Dated: 14 August, 2015

sd/- Mukesh Naik

Managing Director

DIN: 00412896


61


Certificate on Corporate Governance

ToThe Members ofNutraplus India Limited

We have examined the compliance of conditions of Corporate Governance by Nutraplus India Limited (ʺthe Companyʺ) for the year ended 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinations were limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we state that the Company has adequately complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For and on behalf ofM/s. AMPAC & Associates Chartered AccountantsFirm Registration No. 112236w

M. J. Desai PartnerM. No. 042769Place: Mumbai

thDated: 14 August, 2015

62

INDEPENDENT AUDITORS' REPORT

To The Members of Nutraplus India Limited

Report on the (Standalone) Financial Statements

We have audited the accompanying Standalone financial statements of Nutraplus India Limited (‘the Company’), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the (Standalone) Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134 (5) of the Companies Act, 2013 ( “the Act”)with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the accounting standards specified under section 133 of the act, read with rule 7 of the companies (Accounts) Rules, 2014.This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the act and the rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by companies directors, as well as evaluating the overall presentation of the financial statements.


63


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance sheet, of the state of affairs of the company as at March 31, 2015;

(ii) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

OTHER MATTERS

(i) Refer to the Note 30.13 under paragraph additional information relating to standalone financial statements relating to fire accident, the fire loss for Rs. 3,13,90,058/= is arrived after adjusting the claim receivable from insurance Company, which is as per management estimate. The said loss may change in the near future after final measurement by surveyor. Accordingly, the final loss may increase on account of acceptance of final claim passed by the insurance Company.

(ii)Refer to Note 10(vi) under Fixed Assets; the Company has continued the charging of depreciation as per Schedule XIV of Companies Act’ 1956. In the opinion of management, there will not be material change in the charging of depreciation & carrying value of fixed assets, as the specialized rate mentioned in the Schedule II compared with the existing rate charged, has no material difference.

Our report is not qualified / modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order,2015 (‘the Order’) issued by the Central Government of India in terms of sub-section(11) of the section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts)

Rules, 2014

64

e. on the basis of written representations received from the directors as on March 31, 2015, and taken

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013;

f. With respect to the other matters included in the auditor’s report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to best of our information and according to the explanation & information provided to us:-

i) The company does not have any pending litigation which would impact its financial position;

ii) The company has made provision, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts;

iii) There has been not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education & Protection Fund.

For AMPAC & Associates,Chartered AccountantsFirm’s Registration No.: 112236W

CA Milan J. DesaiPartnerMembership No.:42769

MumbaiMay 29, 2015


65


ADDITIONAL INFORMATION ANNEXED TO THE INDEPENDENT AUDITORS' REPORT

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we report that

1. a) The Company has maintained proper records to show full particulars including quantitative details and situations of fixed assets; however the old records with documents, other related data etc. were destroyed by the fire. Please refer to Note 10(vi) under Fixed Assets

b) As per the information and explanations given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals and no serious discrepancies between the book records and physical verification were noticed.

2. a) As per the information and explanations given to us, the inventories have been physically verified by the management at reasonable intervals during the year,

b) In our opinion and as per the information and explanations given to us, procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business,

c)The Company is maintaining proper records of inventories. In our opinion, discrepancies noticed on physical verification of inventory were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As per information furnished, the company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of audit, no major weakness has been noticed or reported in the internal controls.

5. The Company has not accepted any deposits from the public under section 73 to 76 of the Companies Act, 2013.

6. Post fire accident period viz. after 3rd August 2014 to 31st March 2015, we have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 read with the Amendment Rules 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have however, not made a detailed examination of the cost records with the view to determine whether they are accurate or complete. The Company has yet to complete the cost Audit in Compliance of Section 148 of the Companies Act 2013 for details refer to note 30.12 relating to Additional information to the standalone financial statements forming part of Financial Statements.

.7. (a) According to information and explanations given to us and based on the records of the company

examined by us, the Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues as applicable, with the appropriate authorities

66

in India. As on 31st March 2015 Company does not have any statutory dues in arrears for a period exceeding 6 months from the date becoming payable ;

(b) According to information and explanations given to us and based on the records of the company examined by us, there are no dues outstanding in respect of income tax, Sales Tax, customs duty, wealth-tax, service tax, excise-duty etc, on account of any dispute ;

(c) There has been not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education & Protection Fund.

8. There are no accumulated losses of the Company as on March 31, 2015. The Company has incurred cash losses for Rs. 78,70,437/= during the financial year covered by our audit and no cash losses were incurred immediately preceding financial year.

9. The Company has not defaulted in repayment of dues to Banks/Financial Institution and payments have been made as per the repayment schedule sanctioned by the banks & Financial Institution. The Company has no borrowings from debentures.

10. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11. According to information and explanations given to us, the Company has raised term loans during the year and in our opinion it was utilized for the purpose for which it was applied.

12. As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.


CA Milan J. DesaiPartnerMembership No.:42769

MumbaiMay 29, 2015

67


Note No. As at 31 March, 2015 As at 31 March, 2014

Rs Rs

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 1 111,633,480 58,950,000 (b) Reserves and surplus 2 305,927,746 143,530,476 (c) Money received against share warrants 54,207,500 -

471,768,726 202,480,476

2 Share application money pending allotment - -

3 Non-current liabilities(a) Long-term borrowings 3 155,045,612 144,514,611 (b) Deferred tax liabili ties (net) 4 14,861,087 30,791,314

(c) Long-term provisions 5 2,593,873 2,766,113 172,500,572 178,072,038

4 Current liabilities(a) Short-term borrowings 6 201,473,118 143,310,848

(b) Trade payables 7 242,039,253 190,681,583 (c) Other current liabilities 8 48,536,701 29,193,568 (d) Short-term provis ions 9 4,349,600 8,659,151

496,398,672 371,845,150

TOTAL 1,140,667,970 752,397,664

B ASSETS

1 Non-current assets

(a) Fixed assets(i) Tangible assets 10 222,976,276 346,811,776 (i i) Intangible Assets 10 6,567,938 9,851,906 (i ii) Capital work-in-progress 10 134,189,531 10,367,902

363,733,745 367,031,584 (b) Non-current investments 11 532,800 532,800 (c) Other Non-Current Assets 12 16,983,850 904,468

381,250,395 368,468,852 2 Current assets

(a) Current investments 13 41,500,000 - (b) Inventories 14 173,784,643 192,602,804 (c) Trade receivables 15 133,790,537 147,734,544 (d) Cash and cash equivalents 16 113,711,475 14,293,992

(e) Short-term loans and advances 17 38,477,920 29,297,472 (f) Other Current Assets 18 258,153,000 -

759,417,575 383,928,812

TOTAL 1,140,667,970 752,397,664

1 to 30

In terms of our report attached.For AMPAC & Associates For and on behalf of the Board of Directors Chartered Accountants FRN 112236w

Mukesh Naik Chandresh ShuklaChairman & Mg. Director Chief Financial Officer

M. J. DesaiPartner

M. No. 042769 Mukesh Desai Uday DesaiDirector Director

Place : MumbaiDate : 29TH MAY 2015 Date : 29TH MAY 2015

See accompanying notes forming part of the financial statements

Standalone Balance Sheet as at 31 March, 2015

Particulars

68


Note No. For the year ended 31 March, 2015

For the year ended 31 March, 2014

Rs. Rs.

1 Revenue from operations (gross) 19 722,438,578 684,177,152

Less: Excise duty 19 72,007,624 67,250,377 Revenue from operations (net) 650,430,954 616,926,775

2 Other income 20 2,032,831 958,955

3 Total revenue (1+2) 652,463,785 617,885,730

4 Expenses(a) Cost of materials consumed 21 489,121,181 466,623,211

(b) Changes in inventories of finished goods, work-in-progress and stock-in- trade

21 (17,077,179) (52,316,359)

(c) Employee benefits expense 22 29,550,196 19,423,116 (d) Finance costs 23 45,155,627 35,702,240

(e) Depreciation and amortisation expense 10 14,003,306 16,137,000 (f) Other expenses 24 116,855,865 81,235,072

Total expenses 677,608,996 566,804,280

5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4) (25,145,211) 51,081,450

6 Exceptional items - -

7 Profit / (Loss) before extraordinary items and tax (5 + 6) (25,145,211) 51,081,450

8 Extraordinary items 25 31,390,058 -

9 Profit / (Loss) before tax (7 + 8) (56,535,269) 51,081,450

10 Tax expense:(a) Current tax expense for current year - 10,300,000

(c) Current tax expense relating to prior years - (797,614) (d) Net current tax expense - 9,502,386 (e) Deferred tax (15,930,227) 10,267,115

(15,930,227) 19,769,501

11 Profit for the year (40,605,042) 31,311,949

12.i Earnings per share of face value of Rs. Each.

(a) Basic 26 (6.21) 5.33 (b) Diluted (6.21) 5.33

12.ii Earnings per share (excluding extraordinary items) face value of Rs. Each. 26(a) Basic (1.41) 5.33 (b) Diluted (1.41) 5.33

See accompanying notes forming part of the financial statements 1 to 30



M. J. DesaiPartner

M. No. 042769 Uday DesaiDirector Director

Place : Mumbai Place :Date : 29TH MAY 2015 Date : 29TH MAY 2015

Standalone Statement of Profit and Loss for the year ended 31 March, 2015

Particulars

Mukesh Desai

69


70

Rs. Rs. Rs. Rs.

B. Cash flow from investing activities

(206,330,400) (108,662,882) Proceeds from sale of fixed assets - - Purchase of long-term investments

- Subsidiaries - (500,000)

Purchase of Short-term investments (41,500,000)

Interest received - Others 1,163,553 957,080

Dividend received - Others 2,500 1,875

(246,664,347) (108,203,927)

Cash flow from extraordinary items 195,624,933 -

(51,039,414) (108,203,927) - -

Net cash flow from / (used in) investing activities (B) (51,039,414) (108,203,927)

Net income tax (paid) / refunds

Particulars For the year ended

31 March, 2015

For the year ended

31 March, 2014

Capital expenditure on fixed assets, including capital advances

Consolidated Cash Flow Statement for the year ended 31 March, 2015

-


Rs. Rs. Rs. Rs.

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax (2,51,45,211) 5,10,81,450 Adjustments for:

Depreciation and amortisation 1,40,03,306 1,61,37,000 Pre-operative expenses written off 41,27,673 86,261 Provision for impairment of fixed assets and intangibles - - (Profit) / loss on sale / write off of assets - Finance costs 4,51,55,627 3,57,02,240

Discount Received - - Interest income (11,63,553) (9,57,080) Trade payable Written O/ff (8,56,205) - Dividend income (2,500) (1,875)

6,12,64,348 5,09,66,546

Operating profit / (loss) before working capital changes 3,61,19,137 10,20,47,996 Changes in working capital:

Adjustments for (increase) / decrease in operating assets:Inventories 1,88,18,161 (8,33,92,272)

Trade receivables 1,39,44,007 (4,24,34,038) Short-term loans and advances (91,80,448) 17,05,632 Other current assets (25,81,53,000) -

Adjustments for increase / (decrease) in operating liabilities:Trade payables 5,13,89,693 6,75,29,798

Other current liabilities 1,81,09,027 (35,33,315) Short-term provisions (43,09,551) (1,56,38,822) Long-term provisions (1,72,240) 5,39,675

(16,95,54,351) (7,52,23,342)

(13,34,35,214) 2,68,24,654 Cash flow from extraordinary items (3,13,90,058) - Cash generated from operations (16,48,25,272) 2,68,24,654

- (1,27,54,406)

(16,48,25,272) 3,95,79,060

Bad Debts - 2,40,800 Net cash flow from / (used in) operating activities (A) (16,48,25,272) 3,98,19,860


31 March, 2015

For the year ended

31 March, 2014


Standalone

Standalone Cash Flow Statement for the year ended 31 March, 2014

Rs. Rs. Rs. Rs.

C. Cash flow from financing activities

Proceeds from issue of equity shares / Share warrants 309,893,292 3,000,000 Proceeds from long-term borrowings 10,531,001 56,211,438 Repayment of long-term borrowings - (21,396,618) Net increase / (decrease) in unsecured loan 2,982,191 21,443,389

Net increase / (decrease) in working capital borrowings 55,180,079 43,020,942 Finance cost (43,065,316) (34,328,949) Pref Issue Expenses (20,207,055)

315,314,192 67,950,202 Cash flow from extraordinary items - - -

315,314,192 67,950,202 Net cash flow from / (used in) financing activities (C)

Net increase / (decrease) in Cash and cash equivalents (A+B+C) 99,417,483 (443,865)

Cash and cash equivalents at the beginning of the year 14,293,992 14,737,857 113,711,475 14,293,992

Net increase / (decrease) in Cash and cash equivalents 99,417,483 (443,865)

Cash and cash equivalents as per Balance Sheet 113,711,475 14,293,992 - -

113,711,475 14,293,992

- -

Cash and cash equivalents at the end of the year * 113,711,475 14,293,992

* Comprises:(a) Cash on hand 2,423,746 3,668,108

101,828,778 552,382

- Balances held as margin money or security against borrowings, guarantees and other commitments

9,458,951 10,073,502

113,711,475 14,293,992

Notes: (i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.(ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.



M. J. DesaiPartner Uday DesaiM. No. 042769 Mukesh Desai Director

DirectorPlace : MumbaiDate : 29TH MAY 2015 Date : 29TH MAY 2015

Cash and cash equivalents at the end of the year

(ii) In earmarked accounts (give details) (Refer Note (ii) below)

Net Cash and cash equivalents (as defined in AS 3 Cash Flow Statements) included in Note 19

Particulars For the year ended 31 March, 2015



(c) Balances with banks(i) In current accounts

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Less: Bank balances not considered as Cash and cash equivalents as defined in AS 3 Cash Flow Statements (give details)

Add: Current investments considered as part of Cash and cash equivalents (as defined in AS 3 Cash Flow Statements ) (Refer Note (ii) to

Note 16 Current investments)

(b) Cheques, drafts on hand

71


Sr. No. Number of warrant converted value date of Allotment lock-in-period1. 375000 3750000 15/10/2010 upto 15/10/20132. 450000 4500000 14/07/2011 upto 14/07/2014

1.6 The company has only one class of equity shares having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share.

a) The Company has passed the resolution for preferential issue of 1500000 (Fifteen Lacs ) Optionally fully convertible warrant (OFCW) to the

promoters group. Each warrant is convertible into 1 (One) fully paid-up Equity shares of the Company of face value Rs. 10/= each at exercible priceof Rs. 12.85/=(Twele Rupees Eighty Five Paise only) each aggregating to Rs. 1,92,75,000/- (Rupees One Crore Ninety Two Lakhs Seventy FiveThousand Only). The said OFCW shall be convertible at the option of the holder at anytime before the expiry of 18 months from the date of

allotment. Amount to be paid up on Warrant at the time of allotment thereof shall not be less than 25% of the exercise price. Out of 1500000 (15Lac) OFCW, 700000 (Seven Lac) were alloted on 14/11/2014 and Rs. 19,95,000 is transferred to share premium account. The said shares are inlock-in-period up to 15/04/2018.

b) The Company has passed resolution for second preferential issue of 3825000 (Thirty Eight Lacs Twenty Five Thousand) Optionally fullyconvertible warrant (OFCW) to the promoters & non promoters group. Each warrant is convertible into 1 (One) fully paid-up Equity shares of the

Company of face value Rs. 10/= each at exercible price of Rs. 54/=(Rupees Fifty Four only) each aggregating to Rs. 20,65,50,000/- (Rupees TwentyCrore Sixty Five Lakhs Fifty Thousand Only). The said OFCW shall be convertible at the option of the holder at anytime before the expiry of 18months from the date of allotment. Amount to be paid up on Warrant at the time of allotment thereof shall not be less than 25% of the exercise price.

c) The Company has also issued 4568348 (Forty Five Lacs Sixty Eight Thousand Three Hundred Forty Eight) Equity Shares at face value of Rs. 10/-(Rupees Ten Only) each at a premium of Rs. 44 (Forty Four only) per share to the Non Promoter's group on preferntial basis under the provisions ofSection 62(1)(c), Section 42 and all other applicable provisions of the Companies Act, 2013 (including any statutory modifications or re-enactments

thereof, for the time being in force) and in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 & any otherprevailing Statute. The said shares are in lock-in-period for 1 year (one) from the date of trading approval of the BSE.

1.5 In the financial year 2014-15 the following share warrants & Equity Shares were issuied on prefential basis to the promoters & Non promoters

1.4 In the financial year 2012-13, the Company has passed the resolution for preferential issue of 300000 (Three Lac ) Optionally fully convertiblewarrant (OFCW) to the promoters group. Each warrant is convertible into 1 (One) fully paid-up Equity shares of the Company of face value Rs. 10/=

each at exercible price of Rs. 26/=(Rupees Twenty Six only) each aggregating to Rs. 78,00,000/- (Rupees Seventy Eight Lakhs). The said OFCWshall be convertible at the option of the holder at anytime before the expiry of 18 months from the date of allotment. Amount to be paid up onWarrant at the time of allotment thereof shall not be less than 25% of the exercise price. The said shares were alloted on 26/04/2013 and Rs.

48,00,000 is transferred to share premium account. The said shares are in lock-in-period up to 25th April'2016.

1.3 In the financial year 2012-13, the Company has issued 400000 (Four Lakh) Equity Shares at face value of Rs. 10/- (Rupees Ten Only) each at a

premium of Rs. 16 (Rupees Sixteen only) per share to the promoter's group on preferntial basis under Section 81(1A) of the Companies Act' 1956.The said shares are in lock-in-period up to 4th July' 2015.

Note 1 Share capital

Number of

shares Rs

Number of

shares Rs

(a) Authorised

Equity shares of Rs.10 each 20,000,000 200,000,000 6,500,000 65,000,000

(b) Issued Subscribed and Paid up

Equity shares of Rs.10 each fully paid up 11,163,348 111,633,480 5,895,000 58,950,000

Total 11,163,348 111,633,480 5,895,000 58,950,000

As at 31 March, 2015 As at 31 March, 2014

Particulars

Note 1 Share Capital

72


Note 1.a Share capital (contd.)

Particulars Opening

Balance

Fresh issue Closing

Balance

Equity shares

Year ended 31 March, 2015- Number of shares 5,895,000 5,268,348 11,163,348

- Amount (Rs.) 58,950,000 52,683,480 111,633,480

Year ended 31 March, 2014- Number of shares 5,595,000 300,000 5,895,000 - Amount (Rs.) 55,950,000 3,000,000 58,950,000

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Note 1.b Share capital (contd.)

Number of shares

held

% holding in that

class of shares

Number of shares

held

% holding in that

class of shares

Equity shares with voting rightsMukesh Naik (Promoter) 1164800 10.43 1164800 19.76 Uday Desai (Promoter group) 1102400 9.88 1102400 18.70

Gita Naik (Promoter Group) 888100 7.96 888100 15.07 Nidhi Naik (Promoter Group) 700000 6.27 - -

Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of

shareholder


As at 31 March, 2015 As at 31 March, 2014Rs Rs

5,000 5,000 Add: Transferred from surplus in Statement of Profit and Loss - - Less: Utilised / transferred during the year for: - -

5,000 5,000

- -

Add: Stautory reserve transferred on account of merging of subsidiary 580,158 580,158 Less: Utilised / transferred during the year for: - -

580,158 580,158

11,200,000 6,400,000 203,002,312 4,800,000

Less: Utilised / transferred during the year for: - - 214,202,312 11,200,000

131,745,318 100,433,369 (40,605,042) 31,311,949

Closing balance 91,140,276 131,745,318

305,927,746 143,530,476

Closing balance

(a) General reserveOpening balance

Note 2 Reserves and surplus

Total

(e) Surplus in Statement of Profit and Loss

Opening balanceAdd: Profit / (Loss) for the year

(c) Security Premium

Opening balance

Closing balance

Add: Security premium created on issue of shares to promoter's group on preferential basis (for details refer to Note 1 under Share Capital)

Closing balance

Particulars

(b) Capital ReserveOpening balance

73


Note 3 Long-term borrowings


Rs Rs

Secured 145,642,966 120,392,000145,642,966 120,392,000

Secured - - 9402646 342,212

9,402,646 342,212

- 23,780,399

- 23,780,399

155,045,612 144,514,611

Unsecured from Non-Banking Financial Companies

(a) Term loans

(i) From Banks

Particulars

Total

(ii) From other parties

(b) Loans and advances from related parties

Unsecured

Notes:

Particulars

Secured Unsecured Secured UnsecuredRs. Rs. Rs. Rs.

Term loans from banks:

Saraswat Bank (refer note 3.a.i) 145,642,966 - 120,392,000 -

Total - Term loans from banks 145,642,966 - 120,392,000 -

Term loans from other parties:NBFC Companies (refer note 3.a.ii) - 9,402,646 - 342,212 Total - Term loans from other

parties

- 9,402,646 - 342,212

Loans and advances from related parties:

(refer note 3.a.iii)

Mukesh Naik - - - 23,780,399 Total - Loans and advances

from related parties

- - - 23,780,399

Nature of Securities

Rate of Interest Total 0-1 Years 1-4 Years 4-7 YearsCurrent Maturity

Secured Loans: - From Banks 12.75% to 13.50% 187,490,966 41,848,000 121,078,000 24,564,966

Note 3.a Long-term borrowings (contd.)

Terms of repayment

and security*

As at 31 March, 2015 As at 31 March, 2014(i) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured other long-term borrowings:

Long Term Maturity

Note:

3.a.i Term loan is availed from the bank is secured against the equitable mortgage of office premises (Mumbai), factory land , factory building , plant &machinery situated at MIDC,Tarapore, Maharashtra. It is also secured against the personal guarantee of two director and two guarantee of related partyguarantee to the extent of mortgaged collateral securities and Corporate guarantee of group concern. The term loan availed is having moratium of 12

months and are payable in 60 installments from date of their respective sanction.

Repayment & Other terms of the Bank Borrowing are as follows:-Repayment Terms as at 31st March,2015

Nature of SecuritiesRate of Interest Total 0-1 Years 1-4 Years 4- more years

Current MaturitySecured Loans:

- From Banks 13.50% 144,191,000 23,799,000 104,960,000 15,432,000

Repayment & Other terms of the Bank Borrowing are as follows:-

Repayment Terms as at 31st March,2014

Long Term Maturity

74


Nature of SecuritiesRate of Interest Total 0-1 Years 1-3Years 3-5 Years

Current MaturityUnsecured Loans:

- From NBFC 15.00% to 17.00% 13,995,636 4,592,990 8,913,872 488,773.71

Unsecured Loans:

- From Related Party Interest free loan - 9,217,640 - -


Current MaturityUnsecured Loans: - From NBFC 15.00% to 17.00% 4,207,235 3,865,023 342,212 -

Unsecured Loans: - From Related Party Interest free loan 23,780,399 6,235,449 - -

Particulars As at 31 March, 2015 As at 31 March, 2014

Rs. Rs.

Bonds / debentures Nil NilTerm loans from banks 145,642,966 120,392,000 Term loans from other parties Nil NilDeferred payment liabilities Nil NilDeposits Nil Nil

Loans and advances from related parties

Nil Nil

Long-term maturities of finance

lease obligations

Nil Nil

Other loans and advances Nil Nil

(iv) For the current maturities of long-term borrowings, refer items (a) in Note 8 Other current liabilities.

(ii) Details of long-term borrowings guaranteed by some of the directors or others:

(iii) The Company has not defaulted in repayment of loans and interest in respect of any of the secured or unsecured loans referred above.

3.a.ii Term loan from nine NBFC is taken and will be repayable in 36 installments.

Repayment & Other terms of the NBFC Borrowing are as follows:-

3.a.iii Loans availed from the above referred related party were taken originally for the long term working capital requirements, how ever the same will be repaid in near future. Hence it is treated as current liabilities The loan from related party is interest free.

Long Term Maturity

Long Term Maturity

Repayment & Other terms of the NBFC Borrowing are as follows:-Repayment Terms as at 31st March,2014


Note 4 Deferred tax Liabilities

As at 31 March, 2015 As at 31 March , 2014

Rs. Rs.Opening Balance 30,791,314 20,524,199 Add: Current Year (15,930,227) 10,267,115

Total 14,861,087 30,791,314

As at 31 March, 2015

Note: The detai ls of the deferred tax l iabilities and defrred tax assets are given in Note 27.4

As at 31 March, 2015 As at 31 March, 2014Rs. Rs.

(a) Provision for employee benefits:

- Provision for gratuity (net) (Refer Note below) 2,593,873 2,766,113 Total 2,593,873 2,766,113

Particulars

Note 5 Long-term provisions

75


Notes forming part of the standalone financial statements

Note 6 Short-term borrowings


Secured 192,255,478 137,075,399

Total 192,255,478 137,075,399

(b) Unsecured Loan from Related Party: Mukesh Naik 9,134,148 2,500,000

Uday Desai 83,492 2,585,449 Nidhi Naik - 1,150,000

9,217,640 6,235,449

201,473,118 143,310,848

Notes:


Rs. Rs.

Loans repayable on demand from banks

192,255,478 137,075,399

Loans repayable on demand from

other parties

Nil Nil

Loans and advances from related

parties

Nil Nil

Deposits Nil Nil


Total

( i) Working capital loan is secured by way of hypothecation of stock and debtors.During the year, the company had availed the additional working capital loan from bank for Rs.550 lacs.

NUTRAPLUS INDIA LIMITED (Previously known as NUTRAPLUS PRODUCTS INDIA LIMITED)

Particulars

(a) Loans repayable on demand

(ii) Details of short-term borrowings guaranteed by some of the director is as fol lows:

Working Capital loan from Saraswat Co-op Bank Ltd

Particu lars

Perio d o f

defau lt R s.Period of

default Rs.

Loans repayable on dem and from banksPrincipal Ni l N ilInterest Ni l N il

Loans repayable on dem and from other

parties

Pr incipal Ni l N il

Interest Ni l N ilLoans and advances from related parties

Pr incipal Ni l N ilInterest Ni l N il

D eposits Pr incipal Ni l N il

Interest Ni l N ilOther loans and advances

Pr incipal Ni l N ilInterest Ni l N il

( iii) T he C om pany has not defaulted in repaym ent of loans and interest in respect of the following:


N ote 6.a Short-term borrowings (contd.)

76



(a) Provision for employee benefits: Provision for gratuity 438,836 -

438,836 - (b) Provision - Others:

(i) Provision for tax (net of advance tax & TDS Rs. 22,922/= as at 31 March, 2015)

85,298 5,697,961

(ii) Provision for Excise Duty on finished goods 1,873,844 1,396,102 (iii) Provision for expenses 1,951,622 1,565,088

Total 4,349,600 8,659,151

Note 9 Short-term provisions

Particulars


Trade payables:Micro, small & medium Enterprises 209,229 -

Trade payable others # 241,830,024 190,681,583

Total 242,039,253 190,681,583

Principal amount due and remaining unpaid 209,229 -

Interest due on above and the unpaid interest - -

Interest paid - -

Payment made beyond the appointed day during the year - -

Interest due and payable for the period of delay - -

Interest accrued and remaining unpaid - -

Amount of further interest remaining due and payable in succeeding years - -

Note 7 Trade payables

Particulars

Particulars

As at 31st

March, 2015

As at 31st

March, 2014

7.1 The details of amounts outstanding to Micro, Small and Medium Enterprises based on information available with the Company is

as under:

# Trade payable includes crediotors for goods, services & Capital Goods


(a) Current maturities of long-term debt (Refer Note (i) below) 46,440,990 27,735,064 (b) Interest accrued but not due on borrowings 2,090,311 1,373,291 (c) Other payables

(i) Statutory remittances 5,400 -

(ii) Advances from customers - 85,213

Total 48,536,701 29,193,568

As at 31 March, 2015 As at 31 March, 2014 Rs Rs

Term loans (i) From banks

Secured 41,848,000 23,799,000 41,848,000 23,799,000

(i i) From other partiesSecured (Vehicle loan) - 71,041

Unsecured (NBFC) 4,592,990 3,865,023 4,592,990 3,936,064.00

Total 46,440,990 27,735,064

Particulars

Particulars

Note (i): Please refer below for details of Current maturities of long-term debt and Refer Notes (i), (ii) and (iii) in Note 3 for Long-term borrowings for

details of security and guarantee)

Note 8 Other current liabilities

77


78


Net

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ck

Note

: (I

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2012

.

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79


D. Depreciation and amortisation relating to continuing operations:For the year ended

31 March, 2015

For the year ended

31 March, 2014Rs. Rs.

10,719,338 12,853,032

3,283,968 3,283,968

- -

- -

14,003,306 16,137,000

Notes:(i) Details of amounts written off on reduction of capital or revaluation of assets or sums added to assets on revaluation during the preceding 5 years:

31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12 31-Mar-11Rs.. Rs.. Rs.. Rs.. Rs..

Fixed Assets - - - - -

Opening balance - - - - -

Written off on reduction of capital - - - - - Date - - - - - Amount - - - - - Written off on revaluation - - - - - Date - - - - -

Amount - - - - - Added on revaluation - - - - - Date - - - - - Amount - - - - -

Balance as at 31 March - - - - -

(ii) Details of assets acquired under hire purchase agreements:

31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14Rs. Rs. Rs. Rs.

Nil Nil Nil Nil

Depreciation and amortisation for the year on tangible assets as per Note 9.a

Particulars Gross block Net block

Particulars Year

Depreciation and amortisation for the year on intangible assets

Note 10.d Fixed assets (contd.)

Depreciation and amortisation relating to discontinuing operations

Particulars

Depreciation and amortisation relating to continuing operations

Less: Utilised from revaluation reserve

Note 11 Non-current investments


Investments (At cost):A. Investment in Subsidiary

(a) Investment in equity instruments

In subsidiariesNutraplus Generic Medicine & Healthcare Products Pvt Ltd 500,000 500,000.00 50000 Equity Shares of Rs.10 each fully paid (refer note below)

Total - Trade (A) 500,000 500,000.00

B. Other investments

Investment in equity instruments(unquoted)(i) of Saraswat Co-op Bank Ltd 30,400 30,400

3040 Equity shares of Rs.10 each fully paid(ii) of Tarapur Environment Protection Society 2,400 2,400 24 Equity shares of Rs.100 each fully paid

Total - Other investments (B) 32,800 32,800

Total (A+B) 532,800 532,800

Less: Provision for diminution in value of investments - -

Total 532,800 532,800

Aggregate amount of unquoted investments532,800 532,800

Particulars Total Total

(iii) Details of assets jointly owned by the Company:

31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14

Rs. Rs. Rs. Rs.

Nil Nil Nil Nil

Proportion of the original cost Accumulated depreciationParticulars Extent of ownership

by the Company

31-Mar-15 31-Mar-14Rs. Rs.Nil Nil

Net block

( iii ) Details of assets jointly owned by the Company

80


Note 12 Other Non- current assets


Rs. Rs.

Amalgamation Adjustment A/c 580,158 580,158

Pre-operative expenses 16,403,692 324,310

Total 16,983,850 904,468

Particulars

Note 13 Current investments


Investments in Equity Instruments (Unquoted)of Techno Point Mercantile Pvt. Ltd. 41,500,000 - 41,50,000 Lacs Equity shares of Rs.10 each fully paid

Total - Current investments 41,500,000 -

During the year the Company has invested in the above unlisted company the said invetment are carried at face value.


Particulars As at 31 March, 2015 As at 31 March, 2014Rs Rs

(a) Raw materials 86,043,637 56,104,549 Goods-in-transit 10,142,437 12,358,763

96,186,074 68,463,312

(b) Work-in-progress 59,539,413 112,357,099 59,539,413 112,357,099

(c) Finished goods (other than those acquired for trading) 17,630,505 11,095,950 17,630,505 11,095,950

(g) Fuel & Packing Material 428,651 686,443

428,651 686,443

Total 173,784,643 192,602,804

Note: The inventories are valued "at lower of cost and net realisable value". Since the bulk drug industry involves many stages of manufacturing process, it is not possible to furnish the details of work in progress of each products.

Note 14 Inventories

81


Particulars As at 31 March, 2015 As at 31 March, 2014Rs. Rs.

Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Secured, considered good - -

Unsecured, considered good - 5,313,050Doubtful but considered good 5,199,618 1,575,298

5,199,618 6,888,348

Less : Bad Debts during year - 240,800Less: Provision for doubtful trade receivables 1,060,942 -

4,138,676 6,647,548 Other Trade receivables

Secured, considered good - - Unsecured, considered good 129,651,861 141,086,996Doubtful - -

129,651,861 141,086,996Less: Provision for doubtful trade receivables - -

129,651,861 141,086,996

Total 133,790,537 147,734,544

Note: Trade receivables include debts due from:


Directors * Nil NilOther officers of the Company * Nil NilFirms in which any director is a partner (give details per firm)

Nil Nil

Private companies in which any director is a director or member (give details per company)

Nil Nil

Note 15 Trade receivables


(a) Cash on hand 2,423,746 3,668,108

(c) Balances with banks(i) In current accounts 101,828,778 552,382 (iv) In earmarked accounts

- Balances held as margin money or security against

borrowings, guarantees and other commitments (Refer Note (i) below)

9,458,951 10,073,502

Total 113,711,475 14,293,992

Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements

113,711,475 14,293,992

Notes:

(i) Balances with banks include deposits held as margin monies amounting to Rs. 94,58,951/= (As at 31 March,2014 Rs. 1,00,73,502/=)

Note 16 Cash and cash equivalents

Particulars

82




(a) Security deposits (refer note 1 below)Secured, considered good - -

Unsecured, considered good 1,865,327 1,356,724

Doubtful - -

1,865,327 1,356,724

Less: Provision for doubtful deposits1,865,327 1,356,724

(b) Loans and advances to employees Secured, considered good - -

Unsecured, considered good 1,813,378 2,009,978 Doubtful - -

1,813,378 2,009,978

Less: Provision for doubtful loans and advances1,813,378 2,009,978

(c ) Prepaid expenses - Unsecured, considered good 138,177 87,200

(d) Balances with government authorities

Unsecured, considered good(i) CENVAT credit receivable/refundable 20,961,692 13,974,629

(ii) VAT credit receivable/refundable 5,248,848 8,587,538 26,210,540 22,562,167

(e) Advances to creditorsSecured, considered goodUnsecured, considered good 8,450,498 3,281,403

Doubtful8,450,498 3,281,403

Less: Provision for other doubtful loans and advances

8,450,498 3,281,403

Total 38,477,920 29,297,472

Note: Short-term loans and advances include amounts due from:Particulars As at 31 March, 2015 As at 31 March, 2014

Rs. Rs.

Directors * Nil NilOther officers of the Company * Nil NilFirms in which any director is a partner (give details per firm) Nil NilPrivate companies in which any director is a director or member

(give details per company)

Nil Nil

Nil Nil


1 Security deposit includes balances with public bodies incuding Government and regular deposit.

Note:

Note 17 Short-term loans and advances

Particulars

Note 16 Short-term loans and advances (contd.)

83



Insurance Claim Receivable 258,153,000

Total 258,153,000 -

Note 18 Other Current Assets

Particulars



Note 19 Revenue from operations

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.

(a) Sale of products (Refer Note (i) below) 721,192,898 678,251,227

(b) Sale of services (Refer Note (ii) below) 1,245,680 5,925,925

722,438,578 684,177,152 Less:

(d) Excise duty 72,007,624 67,250,377 Total 650,430,954 616,926,775

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.(i) Sale of products comprises:

Manufactured goods

Active Pharma Ingredients Intermediates (Bulk Drug) 542,888,065 548,449,759 Active Pharma Ingredients (Bulk Drug) 174,118,573 129,801,468

Total - Sale of manufactured goods 717,006,638 678,251,227 Traded goods

Chemicals 4,186,260 - Total - Sale of traded goods 4,186,260 -

Total - Sale of products 721,192,898 678,251,227 (i i) Sale of services comprises:

Job work for manufacturing of Active Pharma Ingredients 1,245,680 5,925,925 Total - Sale of services 1,245,680 5,925,925

Note

Particulars

Particulars

Note 20 Other income


31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.(a) Interest income (Refer Note (i) below) 1,163,553 957,080

(b) Dividend income:from long-term investments 2,500 1,875

(c) Net gain on foreign currency transactions and translation (other than considered as finance cost) 10,573 -

(d) Trade payable written off 856,205 - (e) Discount received - -

(f) Duty drawback - - Total 2,032,831 958,955

84


Note For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.(i) Interest income comprises:

Interest from banks on:

deposits (held as margin money against Letter of Credit/ Bank Guarantee) 772,628 957,080

Interest from Others:Trade Receivables (Interest on Late Payment) 207,253 Interest on Sales Tax Refund 183,672

Total - Interest income 1,163,553 957,080

Particulars

Note 21.a Cost of materials consumed

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Opening stock 68,463,312 37,488,863

Add: Purchases 538,302,820 497,597,660 606,766,132 535,086,523

Less: Closing stock 86,043,637 56,104,549 Less: Stock -in-transit 10,142,437 12,358,763

Less: Stock Loss by Fire at Cost 21,458,877 - Cost of material consumed 489,121,181 466,623,211

Material consumed comprises:Liquid Bromine 37,466,982 35,512,025

Alkalies 8,990,531 7,490,761

Toluene 32,057,980 38,886,331

Fine Chemicals & Others 410,605,688 384,734,094

Total 489,121,181 466,623,211

Particulars

%age Rs. %age Rs.

Material Consumed:Imported 12.46 60,926,091 20.48 95,550,228 Indigenous 87.54 428,195,090 79.52 371,072,983

100.00 489,121,181 100.00 466,623,211

For the year ended

31 March, 2014

For the year ended

31 March, 2015

Particulars

N o te 2 1.b C h a n g e s in in ve n to r ies o f fin is h ed g o o d s, w o rk-in - p ro g res s a n d st o ck -in -t rad e

F o r t h e ye ar e n d ed

3 1 M arc h , 2 01 5

F o r th e y ea r e n d e d

31 M a rch , 20 14

R s. R s .In ven to rie s at the e n d of the ye ar :

F inish ed go od s 1 7,63 0,5 05 11 ,09 5,9 50 W o rk - in- pr og re ss 5 9,53 9,4 13 1 12 ,35 7,0 99 S tock -in -t ra de -

7 7,16 9,9 18 12 3 ,4 53 ,04 9

In ven to rie s at the b e gin nin g o f th e yea r:F inish ed go od s 1 1,09 5,9 50 7 ,79 1,6 64 W o rk - in- pr og re ss 11 2,35 7,0 99 63 ,34 5,0 26

12 3,45 3,0 49 7 1 ,1 36 ,69 0

L es s : S to ck Lo ss by F ire at C o s t 6 3,36 0,3 10

N e t (in c re as e) / d e cre as e ( 17 ,07 7,17 9) (5 2,31 6,3 59 )

P art ic u lars

--

85


Note 22 Employee benefits expense

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Salaries and wages (refer note i) 27,119,264 17,493,053

Contributions to provident and other funds (Refer Note ii & i ii) 266,596 605,205

Staff welfare expenses 2,164,336 1,324,858 Total 29,550,196 19,423,116

( ii) The employee's provident fund Rules are not applicable to the Company, as the Company employs the contracted

labour for production and the contrac tor is deducting the dues as per provident fund rules. The Companies own staff isoutside the limit set out by the provident fund Rules.

(iii) The gratuities liabilities is as per Actuary Valuation

Particulars

( i) Salaries and wages include: Salaries, wages, bonus, compensated absences and all other amounts payable to

employees in respect of services rendered as per their employment terms under a contract of service / employment.

Note 23 Finance costs

For the year ended

31 March, 2015

For the year ended


(a) Interest expense on:

(i) Borrowings 41,781,340 32,750,189 (ii) T rade payables - - (iii) Others

- Interest on delayed / deferred payment of income tax 670,114 675,001

- Interest on delayed in Indirect Tax 10,162 27,325 - Interest on Workmens Compensation - - (b) Other borrow ing costs @

- Bank Charges 2,694,011 2,249,725

Total 45,155,627 35,702,240

Particulars

@ Other borrowing costs includes loan processing charges , guarantee charges, incurred in connection with borrowings etc.N ote 24 Oth er expenses

For the year ended

31 March, 2015

For the year end ed

31 M arch , 2014

Rs. Rs .C onsum ption o f sto res and spare par ts 1 ,300 ,405 529,846 C onsum ption o f packing m ate ria ls 3 ,993 ,065 4 ,117,502

Increase / (decrease) of excise du ty on inven to ry 477 ,742 534 ,711 P roces sing Charges 52 ,018 ,870 37,769 ,098 Power and fue l 27 ,254 ,750 14 ,145,133 W ater 1 ,000 ,980 874,892 R en t including lease rentals 96 ,000 96,000

R epairs and ma in tenanc e - Build ings 75 ,273 103,801 R epairs and ma in tenanc e - Machine ry 5 ,270 ,793 2 ,465,401 Insurance 1 ,548 ,027 1 ,420,114 R ates and taxes 221 ,206 -59,541

C om munica tion 633 ,999 510,773 T rave llin g and conveyance 330 ,655 350,329 P rinting and stationery 545 ,517 407,947 F reigh t and fo rward ing 1 ,256 ,637 1 ,006,503

Sa les comm ission 2 ,995 ,411 1 ,655,177 Sa les d iscount 394 ,264 1 ,283,684 Business prom otion 2 ,005 ,112 2 ,247,271 D onations and contr ibu tions 33 ,601 75,201 Lega l and professional 2 ,053 ,959 3 ,957,366

Paym ents to aud itors (Re fer No te (i ) be low ) 315 ,000 310,000

Bad Debts - 240,800

N et loss on foreign cu rrency transactions and transla tion (o ther than conside red as finance cost)

- 626,001

P rovision for Doubtfu l D eb ts 1 ,060 ,942 P rior per iod item s (ne t) (Re fe r No te (ii ) be low ) 395 ,936 162,245

Pena lty 6 ,771 10,000 P re -opera tive expenses 4 ,127 ,673 86,262 M iscel laneous expenses 7 ,443 ,277 6 ,308,556

T ota l 116 ,855 ,865 81 ,235,072

Part iculars

86


Note 25 Extraordinary items

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.

Loss Due to Fire 31,390,058 -

Total 31,390,058 -

Particulars

For details refer to note no. 30.12 of additional information to financial statement.

Note 26 Disclosures under Accounting Standards (contd.)

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Earnings per share

Net profit for the year (40,605,042) 31,311,949 Weighted average number of equity shares Outstanding (Nos.) 6,533,427 5,873,630 Weighted average number of equity shares Outstanding - Dilutive (Nos.) 6,533,427 5,873,630

Par value per share 10 10Earnings per share Basic (6.21) 5.33Earnings per share Diluted (6.21) 5.33

Earnings per share (excluding extraordinary items)

Net profit for the year (9,214,984) 31,311,949 Weighted average number of equity shares Outstanding (Nos.) 6,533,427 5,873,630

Weighted average number of equity shares Outstanding - Dilutive (Nos.) 6,533,427 5,873,630 Par value per share 10 10Earnings per share Basic (1.41) 5.33Earnings per share Diluted (1.41) 5.33

Particulars

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.(i) Payments to the auditors comprises (net of service tax input credit, where

applicable):

As auditors - statutory audit 250,000 250,000 For taxation matters 25,000 25,000

For other services 25,000 25,000 Reimbursement of expenses 15,000 10,000

Total 315,000 310,000 (ii) Details of Prior period items (net)

Prior period expenses (Revenue expenditure of previous year) 395,936 162,245

Prior period income - - Total 395,936 162,245

Particulars

Notes:

87


N ote s form ing pa rt of the sta nda lone fina nc ia l s ta te m ents

Note Pa rticula rs

2 7 Corpo ra te in form at io nTh e Com pa n y is prese ntly m an ufa ctur ing b ulk drug prod ucts a n d th eir in te rm ed ia te s, h um an A cti ve P ha rm a

in gred ien ts (A PI) p rod ucts. In the cu rren t ye ar, the Com pa ny ha s ach ie ve d th e ma n ufactu rin g sa le o f R s.7 17 ,00 6,63 8/= an d b y way of jo b p ro cess a cti viti es o f m an ufa ctur ing va riou s AP I o f re pu te d Co m pa nie s for R s.1 ,2 4 5,68 0/= . Th e Co mp a ny ha s a lso d o ne Tra ding Activity for Rs.4,1 86 ,2 6 0 . Th e m a nu fa ctur ing fac ilit ies are lo ca te d

a t M IDC , Ta ra po re , D istrict, T ha ne a n d al l o the r activi tie s are ca rrie d o n fro m the Reg istre d o ffi ce lo cated at Mu mb ai.

2 8 S ignifica nt a cc ounting policie s2 8.1 Acc ount ing C onve ntion & Re v enue Rec ognition:

Th e fin an cia l sta tem en ts a re p re pa re d u nd er th e Histo rica l Cost Co nve ntio n on a G oing C on cern ba sisTh e Co mp an y ge ne ra lly fol lows th e Me rca ntile S yste m of A ccou n tin g an d re cog nises In com e an d Ex pe nd iture o nA ccru al ba sis exce pts tho se with sig nifica nt un cer ta in ti es an d is co nsiste n t with ge ne ra lly a ccep ted a ccou ntin g

p rin ciples.Th e sig nifi can t a ccou ntin g p olici es fol lowe d b y the Com pa n y a re sta te d b elo w:

Re v enue re c ognition

Re ven ue from sale s is re cog nis ed o n tra nsfe r of sig ni fi can t r isks an d re wa rds o f o wn ers hip to custom e rs b ase d o n the c on tract with the custo me rs for d el iver y. Sa le s i nclu de excise du ty b ut are ne t o f sale s retu rn s

a nd tr ad e di scou nts.

2 8.2 Us e of e st im ate s:

Th e p re pa ra tio n o f fin an cia l s ta tem en ts req uir es estim ate s a n d assu mp tion s to be m ad e tha t a ffect th e rep or te da mo un t of a sse ts an d l iab ilit ie s o n th e da te o f the fina ncial sta tem en ts an d the re po rted a mo un t of reve nu e s an d

e xpe nse s du rin g the re po rted pe rio d. Diffe ren ce b etwe en th e a ctua l resu lts an d e stima te s are re cog nize d in th ep er iod in wh ich the re sults are kn own / m ate ria lized .

2 8.3 Ta ngible fix ed a ss ets

Fixe d a sse ts a re car rie d at co st l ess a ccum ula ted de precia tion an d im pa irm e nt losse s, if an y. Th e co st o f fi xed a sse ts

in clu de s interest on bo rro win gs a ttr ibu tab le to a cqu isitio n of q ua lifyi ng fix ed a ssets u p to the da te th e a sse t is rea dy fo rits in te n de d u se an d o the r in cide nta l exp en se s incu rre d u p to th at da te. E xcha ng e d iffere nce s ar isin g o n re statem e nt /se ttle me n t of lo ng -te rm fore ig n c urren cy bo rro win gs relatin g to acq uisition of de pre cia ble fixe d a sse ts are a djusted to

the co st of the re spe ctive a sse ts a n d d ep re ciate d o ver th e rem ainin g u se fu l li fe o f such asse ts. Mach in ery sp areswh ich can b e use d on ly in co nn ectio n with an item o f fixe d asse t an d wh ose us e is e xpe cte d to be ir re gu lar areca pita lise d an d d ep re ciate d ove r the use fu l life o f th e p rin cipa l item o f th e rele van t a ssets. Su bse qu en t e xpe nd iture

rela ting to fixe d a ssets is cap italise d o nly if such e xpe nd iture re sul ts in a n in cre ase in the fu ture be ne fits fr om su cha sset be yon d its previo usly asse sse d stan da rd o f pe rforma nce .

Fixe d a ssets acq uired an d pu t to u se for p ro ject pu rp ose a re ca pi ta lise d an d d ep re ciatio n th e reo n is includ ed in th ep ro ject co st till co mm issio nin g o f th e project.

Ca pita l w ork -in-progre ss :

P ro jec ts u nd e r wh ich asse ts are n ot rea dy for the ir in ten de d use an d othe r ca pi ta l wo rk- in-prog re ss are c arr ied a t

co st, co mp risin g d ire ct co st, r ela ted i ncid en tal e xpe nse s an d a ttri bu ta ble in te re st.

Inta ngible fix ed As se ts :Inta ng ible a sse ts are reco gn ised throu gh b usin ess com bin a tio n are a ccou n te d as p er A ccou ntin g sta nd ard 1 4 viz.A ccou ntin g fo r Am alga ma tion .

2 8.4 De prec iat ion : De preciation of Fixe d A ssets is cha rg ed on ‘Stra ig ht Lin e Me tho d’ a s pe r Sch ed u le X IV to the C om pa nie s Act, 19 56 .

L ea seh old la nd is a mo rtized ove r the p e rio d of le ase

2 8.5 Im pairm en t of Ass ets:

A n a sset is tr ea te d a s im pa ire d wh en the car rying cost o f a sse ts e xce ed s its reco verab le va lu e. An im pa irm en t loss isch arge d to the profit an d lo ss A ccou nt in th e yea r in which an asse t is ide n tifie d a s im pa ire d. Th e im pa irm en t lossreco gn ized i n pr ior acco un ting pe rio d is re versed i f th ere ha s be en a cha ng e in th e e stima te of re cove ra ble am ou nt.

2 8.6 Inv es tm e nts :L on g- te rm in vestme nts (exclud ing in ve stme nt p ro pe rtie s), are ca rr ied ind ivid ua lly at co st less pro visio n fo r d iminu ti on ,o th e r th an te mp o rary, in th e value o f su ch in vestm en ts. Cu rren t in vestm en ts a re ca rr ied ind ivid ua lly, a t the lowe r of

co st a nd fair va lue . Cost of in vestme n ts in clu de a cqu isitio n ch arge s su ch a s broke ra ge , fe es a nd d utie s. Inve stme nt prop ertie s are car rie d ind ivid ua lly a t co st le ss accu mu la te d d ep rec iatio n an d im pa irm en t, if an y.Inve stme nt prop ertie s are c ap italise d a nd d ep re ciate d (wh ere ap pli cab le) i n acco rd an ce with the p ol icy state d fo r

Ta ng ib le Fixe d A ssets. Im pa irm e nt of inve stme nt pro p erty i s d ete rm ine d in a ccorda nce w ith th e p olicy stated fo rImp a irm en t o f A sse ts.

88


28.7 Inventories:

Inventories are valued at the lower of cost or estimated net realizable value. Cost of finished goods includes cost ofmaterial; direct labour, direct expenses and production overheads except depreciation.

28.8 Preliminary and Share Issue Expenses: Preliminary and Share Issue Expenses are amortised proportionately over a period of 5 years.Preoperative expenses are amortised over a period of 5 years.

28.9 Employee Benefits: i. Gratuities liabilities are worked out as per Actuary Valuation.ii. The provident fund Rules are not applicable to the Company.

28.10 Taxes on Income: Current tax Provision for Income Tax is determined in accordance with the provisions of the Income Tax Act, 1961.

Deferred tax ProvisionDeferred tax assets and liabilities arising on account of timing differences, being the difference between the taxableincome and the accounting income that originate in one period and are capable of reversal in one or more subsequent

periods, are recognized using the tax rates and tax laws that have been enacted.

28.11 Segment Reporting:

The Company operates only in one segment viz. Bulk Drugs Intermediates and hence there are no other reportablesegments as per the Accounting Standard 17.

28.12 Borrowing CostBorrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of thecost of such assets A qualifying asset is one that necessarily takes substantial period of time to get ready for intended

use. All other borrowing costs are charged to revenue.

28.13 Financial Derivatives:Financial derivatives contracts are accounted on the date of their settlement and realized gain / loss, if any, in respect

of settled contract are recognized in the profit and loss account, along with the underlying transactions.

28.14 Foreign Currency Transactions: Transactions in foreign currencies, to the extent not covered by forward contracts, are accounted at exchange rates

prevailing at the time of the transactions are affected and expressed at the year-end exchange rates. Any otherexchange differences except relating to Fixed Assets are dealt with in the Profit and Loss Account. Non-monetary

foreign currency items, if any, are carried at cost.

Export IncentiveThe export made through merchant exporter, the company is eligible for export incentive in the form of license, which

company utilizes for import of raw materials, which is accounted for duty exemption. The unutilized part of the licenseis sold in the market. Company accounts such sale under the head other income. The accounting of export incentive

is recognized on accrued basis. The sale of such license and benefit accrued thereon is accounted in sales.

28.15 Provision, Contingent Liabilities and Contingent Assets:Provision involving substantial degree of estimation in measurement is recognized when there is present obligation asresult of past events and it is probable that will be an outflow of resources. Contingent Liabilities are not recognized

but are disclosed in the notes.

28.16 Cash and cash equivalents (for purposes of Cash Flow Statement)Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an

original maturity of three months or less from the date of acquisition), highly liquid investments that are readilyconvertible into known amounts of cash and which are subject to insignificant risk of changes in value.

28.17 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax isadjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cashreceipts or payments. The cash flows from operating, investing and financing activities of the Company are

segregated based on the available information.

89


28.18 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect ofextraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Dilutedearnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary

items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutivepotential equity shares, by the weighted average number of equity shares considered for deriving basic earnings pershare and the weighted average number of equity shares which could have been issued on the conversion of all

dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equityshares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity sharesare deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The

dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fairvalue (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determinedindependently for each period presented. The number of equity shares and potentially dilutive equity shares are

adjusted for share splits / reverse share splits and bonus shares, as appropriate.

28.19 Insurance claimsInsurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that

there is no uncertainty in receiving the claims.

28.20 Service tax input creditService tax input credit is accounted for in the books in the period in which the underlying service received is

accounted and when there is no uncertainty in availing / utilising the credits.

Note 29 Disclosures under Accounting Standards

Note

29.1 Employee benefit:The company has made provisions in the accounts for gratuity base on actuarial valuation. The particulars under

the As 15 (revised) furnished below are those which are relevant and available to company for this year.

UNFUNDED

I ASSUMPTION AS AT 31-03-2015

MORTALITY RATE Indian Assured Lives Mortality (2006-08) Ultimate

DISCOUNT RATE 7.90%

WITHDRAWAL RATE 2.00%

SALARY ESCALATION 6.00%

VALUATION METHOD PROJECTED UNIT CREDIT METHOD

PERIOD OF ACCOUNTING 01-04-2014 to 31-03-2015

II DATA INFORMATION 31-03-2015

NUMBER OF MEMBERS 24

AVERAGE AGE 45.63 Years

AVERAGE MONTHLY SALARY INR 29,304.79

AVERAGE PAST SERVICES 8.75 Years

III Expenses Recognised in theStatement of Profit & Loss account for Current period

Current Service Cost INR 266596

Net Interest Cost Nil

Expenses Recognised in the statement of profit & loss Account INR 266596

IV Balance Sheet Reconciliation

Opening Net Liability INR 2766113

Expenses Recognised in profit & loss account INR266596

Net Liability Recognissed in the Balance sheet INR 3031709

Non-Current Liability INR 2593873

Current Liability INR 438836

Total INR 3031709

i i. The provident fund Rules are not applicable to the Company, as the Company employs the contracted labour for production and the contractor is

deducting the dues as per provident fund rules.

iii. The employee state insurance scheme does not apply to the employee's of the Company during the year. However Company has taken Medical

Group Insurance Policy for the employees.

Note: Company started following the policy of Actuarial valuation of gratuity from the Current financial year i.e,

2014-15

90


Details of related party transactions during the year ended 31 March, 2015 and balances outstanding as at 31 March, 2015:

29.2 Disc losures under Accoun ting Standards (contd.)


F or the year ended 31 M arch, 2014

Rs . Rs.D etails of borrow ing co sts capita lised

B orrowing costs capita lised du ring the year- as fixed asse ts/ capi ta l wo rk -in -prog ress

6,202 ,899 1 ,912,359

6,202 ,899 1 ,912,359

P art iculars

Note 29.3 Disclosures under Accounting Standards (contd.)

29.3 Related party transactions

29.3.a Details of related parties:Description of relationship

Subsidiaries Nutraplus Generic Medicines and Health Care Products Limited

Key Management Personnel (KMP)Relatives of KMP Gita Naik, Nirmalaben Naik, Nidhi Naik and Jyoti Pimple

Company in which KMP / Relatives of KMP can exercise significant influence

Vet-Pharma Limited, Uday Chemical Engg. & projects Ltd

Names of related parties

Note: Related parties have been identified by the Management.

Mukesh Naik, Uday Desai Dilip Pimple and Chandresh Shukla

29 .3.b Su b s id iar ies C o m p an y in

w h ic h K M P /

R e la tiv es o f

K M P ca n

ex e rc ise sig n ific an t

in flu e n ce

K M P R e la tiv es o f

K M P

T o ta l

R ec eiv in g o f se rvice s - J o b P ro ce ss in g , re n t p aid & s u p p ly o f

la b o u r

- 57 27 4 03 7 - 96 ,0 00 5 7,37 0,0 37

- (3 7,3 64 ,6 67 ) - (9 6,0 00 ) (3 7,4 60 ,6 67 )

B o rro win g s - IC D & u n s ec u red rec eiv ed - - - - - - (1 3,7 50 ,0 00 ) - ( 29 ,83 0,3 99 ) (4 3,5 80 ,3 99 )

- In t ere st o n B o rro w in g s IC D - - - - -

- ( 1,1 13 ,8 63 ) - - ( 1,1 13 ,8 63 ) -

B o rro win g s - IC D & u n s ec u red rep aid - - - 2 0,7 98 ,2 07 2 0,79 8,2 07 - (1 3,7 50 ,0 00 ) - - (1 3,7 50 ,0 00 )

- -

G u a ran t ee s a n d co l lat era ls - - ref er n o te

b e lo w

- -

- - - - - -

R em u n e rat io n - - 4,97 1,9 20 96 01 00 5,93 2,0 20

- - (3 ,84 6,91 0) ( 3,8 46 ,9 10 ) -

In v es tm e n t in Su b sid iary 50 0,0 00 - - - 50 0,0 00 (5 00 ,00 0) - - - (5 00 ,0 00 )

A d v a n ce s rec eiv ed f o r J o b w o rk/o t h ers - - - - -

- - - - - -

- Is su e o f Eq u it y/ Sh are W arran t A p p l ic at io n ( In clu s iv e o f

P rem iu m )

- - 2 7,76 5,0 00 4,0 50 ,0 00 3 1,81 5,0 00

- - - (7 ,80 0,0 00 ) ( 7,8 00 ,0 00 )

- B alan ce s o u ts ta n d in g at th e e n d o f t h e ye ar -

- A d v a n ce s 6 5,5 30 - - 1 00 ,7 09 16 6,2 39

- - - - -

- T ra d e p aya b les - 50 ,29 3 - - 5 0,2 93

- (1 4,2 47 ,9 26 ) - - (1 4,2 47 ,9 26 ) -

B o rro win g s - - - 9,2 17 ,6 41 9,21 7,6 41 - - - ( 30 ,01 5,8 48 ) (3 0,0 15 ,8 48 )

-

Note: Figures in bracket relates to the previous yeara. Corporate Guarantee is given by Vet-Pharma Ltd to Bank against the term loan and working capital utilised by the bank, in addition to the personal guarantee by the Managing Director.

91


Note 30 Additional information to the standalone financial statements


30.1

(i)

38,917,267 11,485,351

As at 31 March, 2015 As at 31 March, 2014(ii)

Rs. Rs.

27,527,495 -

27,527,495 -

Contingent liabilities and commitments (to

the extent not provided for)

Note

Tangible assets

Particulars

Contingent liabilities

(b) Letter of credit & Buyers Credit outstanding

Commitments

(a) Estimated amount of contracts remaining to

be executed on capital account and not provided for

Particulars During the year ended

31 March, 2015

During the year ended


Total amount received from issue of Shares 255,685,792 3,000,000 Total amount received from issue of warrants 54,207,500 -

309,893,292 3,000,000

Purpose for which the money received has been utilized :a. Capital expenditure 77,444,573 - b. Working capital 46,186,913 3,000,000 c. For expansion & for future growth of the business 66,783,814 -

190,415,300 3,000,000

Unutilised monies as at 31 March, 2015 119,477,992 -

30.5 For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.

Raw materials 71,319,232 51,746,118

Components - - Spare parts - - Total Components and spare parts - -

Capital goods - -

Value of imports calculated on CIF basis :

30.2 Details of unutilised amounts out of issue of securities made for specific purpose

30.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

30.4 Disclosure required in terms of Clause 13.5A of Chapter XIII on Guidelines for preferential issues, SEBI (Disclosure and Investor Protection)

Guidelines, 2000

There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such

parties.

In the current year, Equity Share Application & share warrant application money is received and is kept in the separate bank account.

92


30.13 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

30.9

30.10

30.11 DISCLOSURE IN ANNUAL REPORT REGARDING PARTICULARS OF COST AUDITOR

The debit and credit balances in the accounts of contractors, suppliers and debtors are subject to on receipt of confirmation and reconciliation.

In the opinion of the Board and to the best of their knowledge and belief, the value of realisation of current assets, loans & advances, in the ordinary course of business would not be less than amount at which they are stated in the Balance sheet

30.6 Expenditure in foreign currency #: For the year ended

31 March, 2015

For the year ended


Royalty - - Know-how - -

Professional and consultation fees - - Interest - - Other matters - -

30.7 Details of consumption of imported and indigenous items

Rs. %

ImportedRaw materials 60,926,091 12.46

(95550228) (20.48)

Total 60,926,091 12.46(95550228) (20.48)

Indigenous ` %Raw materials 428,195,090 87.54

(371072983) (79.52)Total 428,195,090 87.54

(371072983) (79.52)Note: Figures / percentages in brackets relates to the previous year

30.8 Earnings in foreign exchange : For the year ended 31 March, 2015


Rs. Rs.

Export of goods calculated on FOB

basis

- -

- - Interest and dividend - - Other income, indicating the nature thereof. - -

For the year ended

31 March, 2015

Royalty, know-how, professional and consultation fees

Pursuant to section 148 of Companies Act 2013 & section 233B of the erstwhile Companies Act, 1956, the company is required to carry out an audit of cost

record relating to manufacturing activities of bulk drug & API products covered under Pharmaceutical Industry in terms of Central Government Order dated2nd May, 2011 every year. The company appointed M/S Gaurang Dalal, Cost Accountants, of Mumbai as a Cost Auditors, with due approval of the CentralGovernment, to audit the cost accounts of the Company for the financial year ending on 31st march, 2012, 31st March, 2013 and 31st March 2014.The

particulars are as follows: Cost Auditor's audit report for the Financial Year 2011 - 12, 2012-13, 2013-14 is yet to be filed and the said report for financial year2014-15 is under process.

2014-15 2013-14 2012-13 2011-12

Due date of filing of the cost audit report 27.09.2015 27.09.2014 27.09.2013 28.02.2013

Actual date of filing of cost audit report It is under process Yet to be filed Yet to be filed Yet to be filed

On 3rd August' 2014, fire occurred at N 92 plant at Tarapore, Boisar, Dist: Thane. The extraordinary items referred in the profit & loss account reflect the the loss by fire net of claim receivable account. The Capital loss is for Rs. 19,56,24,933/=, inventory loss for Rs. 8,50,23,646, reversal of excise duty on account of remission for Rs. 61,87,893/= and other incidental expenses for Rs. 27,06,386 aggregating to Rs. 28,95,43,058/=. The Company has estimated insurance claim receivable from insurance Company for Rs. 25,81,53,000/= Accordingly, the net loss is recognised for Rs. 3,13,90,058/= under extra ordinary items. The Company has filed the claim with surveyor at the instruction of insurance Company and the matter is under process. The surveyor is in the process of measuring the claim, as the said losses are reported as per Company's estimate. To refrain the impact of production & sales loss that would have had surely been casted on the future months on production & sales, the management of the Company took the immediate corrective steps by implementaion of expansion project within three months & tieing up the with the job work. The Company could retrieve the normal operation after three months of fire incedents.

In terms of our report attached.

For AMPAC & AssociatesChartered AccountantsFRN 112236w

M. J. DesaiPartnerM. No. 042769

Place : MumbaiDate : 29TH MAY 2015

For and on behalf of the Board of Directors


Mukesh Desai Uday DesaiDirector Director

Date : 29TH MAY 2015

The Company was on verge of finaling the cost audit report for financial year 2011-12 onwards, however the documents, data & related information necessary for finalising the Cost audit were destroyed by fire. The Company could not complete the cost audit on account of fire incedent.

93


INDEPENDENT AUDITORS' REPORT

To The Members of Nutraplus India Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

1. We have audited the accompanying consolidated financial statements of NUTRAPLUS INDIA LIMITED (“the Company”), its subsidiaries (collectively referred to as “the Group”) which comprise the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Profit and Loss Statement and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the consolidated

94


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

OPINION

5. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance sheet, of the state of affairs of the company as at March 31, 2015;

(ii) in the case of the Statement of Consolidated Profit and Loss, of the loss for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

OTHER MATTERS

6. Financial statements/Consolidated financial statements of one subsidiary which reflects total assets (net) of Rs. 5,97,553/=, Total revenue “Nil” for the year ended, have been audited by us

7. As per the information provided to us, the Company has invested in one of the Private Limited by way of equity shares for Rs. 4,15,00,000/= & considered the same as current investment as the Company will sell the investment in near future. Since the Company does not have any financial transaction, no significant influence, no control over the Board of directors in investee Company, the Company has not considered the same for consolidation under equity method as contemplated in the Accounting Standard 23.

Our report is not qualified in respect of other matters.


CA Milan J. DesaiPartnerMembership No.:42769MumbaiMay 29, 2015

95


Note No. As at 31 March, 2015 As at 31 March, 2014

Rs Rs

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 1 111,633,480 58,950,000 (b) Reserves and surplus 2 305,927,746 143,530,476 (c) Money received against share warrants 54,207,500 -

471,768,726 202,480,476

2 Share application money pending allotment - -

3 Non-current liabilities(a) Long-term borrowings 3 155,045,612 144,514,611 (b) Deferred tax liabilities (net) 4 14,861,087 30,791,314

(c) Long-term provisions 5 2,593,873 2,766,113 172,500,572 178,072,038

4 Current liabilities(a) Short-term borrowings 6 201,473,118 143,310,848

(b) Trade payables 7 242,071,276 190,681,583 (c) Other current liabilities 8 48,536,701 29,193,568 (d) Short-term provis ions 9 4,349,600 8,659,151

496,430,695 371,845,150

TOTAL 1,140,699,993 752,397,664

B ASSETS

1 Non-current assets

(a) Fixed assets(i) Tangible assets 10 222,976,276 346,811,776 (i i) Intangible Assets 10 6,567,938 9,851,906 (i ii) Capital work-in-progress 10 134,189,531 10,367,902

363,733,745 367,031,584 (b) Non-current investments 11 32,800 32,800 (c) Other Non-Current Assets 12 17,011,498 894,468

380,778,043 367,958,852 2 Current assets

(a) Current investments 13 41,500,000 - (b) Inventories 14 173,784,643 192,602,804 (c) Trade receivables 15 133,790,537 147,734,544 (d) Cash and cash equivalents 16 114,215,850 14,803,992

(e) Short-term loans and advances 17 38,477,920 29,297,472 (f) Other Current Assets 18 258,153,000 -

759,921,950 384,438,812

TOTAL 1,140,699,993 752,397,664

1 to 30



M. J. DesaiPartner

M. No. 042769 Mukesh Desai Uday DesaiDirector Director


Particulars


Consolidated Balance Sheet as at 31 March, 2015

96


Note No. For the year ended 31 March, 2015


Rs. Rs.

1 Revenue from operations (gross) 19 722,438,578 684,177,152

Less: Excise duty 19 72,007,624 67,250,377 Revenue from operations (net) 650,430,954 616,926,775

2 Other income 20 2,032,831 958,955

3 Total revenue (1+2) 652,463,785 617,885,730

4 Expenses(a) Cost of materials consumed 21 489,121,181 466,623,211

(b) Changes in inventories of finished goods, work-in-progress and stock-in- trade

21 (17,077,179) (52,316,359)

(c) Employee benefits expense 22 29,550,196 19,423,116 (d) Finance costs 23 45,155,627 35,702,240

(e) Depreciation and amortisation expense 10 14,003,306 16,137,000 (f) Other expenses 24 116,855,865 81,235,072

Total expenses 677,608,996 566,804,280

5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4) (25,145,211) 51,081,450

6 Exceptional items - -

7 Profit / (Loss) before extraordinary items and tax (5 + 6) (25,145,211) 51,081,450

8 Extraordinary items 25 31,390,058 -

9 Profit / (Loss) before tax (7 + 8) (56,535,269) 51,081,450

10 Tax expense:(a) Current tax expense for current year - 10,300,000

(c) Current tax expense relating to prior years - (797,614)(d) Net current tax expense - 9,502,386 (e) Deferred tax (15,930,227) 10,267,115

(15,930,227) 19,769,501

11 Profit for the year (40,605,042) 31,311,949

12.i Earnings per share of face value of Rs. Each.

(a) Basic 26 (6.21) 5.33 (b) Diluted (6.21) 5.33

12.ii Earnings per share (excluding extraordinary items) face value of Rs. Each. 26(a) Basic (1.41) 5.33 (b) Diluted (1.41) 5.33

See accompanying notes forming part of the financial statements 1 to 30

Consolidated Statement of Profit and Loss for the year ended 31 March, 2015

Particulars


For AMPAC & Associates For and on behalf of the Board of Directors Chartered Accountants FRN 112236w


M. J. DesaiPartnerM. No. 042769 Uday Desai

Director Director

Place : Mumbai Place :Date : 29TH MAY 2015 Date : 29TH MAY 2015

Mukesh Desai

97


Rs. Rs. Rs. Rs.

B. Cash flow from investing activities

(206,330,400) (108,662,882) Proceeds from sale of fixed assets - - Purchase of long-term investments

- Subsidiaries - (500,000)

Purchase of Short-term investments (41,500,000)

Interest received - Others 1,163,553 957,080

Dividend received - Others 2,500 1,875

(246,664,347) (108,203,927)

Cash flow from extraordinary items 195,624,933 -

(51,039,414) (108,203,927) - -

Net cash flow from / (used in) investing activities (B) (51,039,414) (108,203,927)



31 March, 2015

For the year ended

31 March, 2014

Capital expenditure on fixed assets, including capital advances

Consolidated Cash Flow Statement for the year ended 31 March, 2015

-

98


Rs. Rs. Rs. Rs.

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax (2,51,45,211) 5,10,81,450 Adjustments for:

Depreciation and amortisation 1,40,03,306 1,61,37,000 Pre-operative expenses written off 41,27,673 86,261 Provision for impairment of fixed assets and intangibles - - (Profit) / loss on sale / write off of assets - Finance costs 4,51,55,627 3,57,02,240

Discount Received - - Interest income (11,63,553) (9,57,080) Trade payable Written O/ff (8,56,205) - Dividend income (2,500) (1,875)

6,12,64,348 5,09,66,546

Operating profit / (loss) before working capital changes 3,61,19,137 10,20,47,996 Changes in working capital:

Adjustments for (increase) / decrease in operating assets:Inventories 1,88,18,161 (8,33,92,272)

Trade receivables 1,39,44,007 (4,24,34,038) Short-term loans and advances (91,80,448) 17,05,632 Other current assets (25,81,53,000) -

Adjustments for increase / (decrease) in operating liabilities:Trade payables 5,13,89,693 6,75,29,798

Other current liabilities 1,81,09,027 (35,33,315) Short-term provisions (43,09,551) (1,56,38,822) Long-term provisions (1,72,240) 5,39,675

(16,95,54,351) (7,52,23,342)

(13,34,35,214) 2,68,24,654 Cash flow from extraordinary items (3,13,90,058) - Cash generated from operations (16,48,25,272) 2,68,24,654

- (1,27,54,406)

(16,48,25,272) 3,95,79,060

Bad Debts - 2,40,800 Net cash flow from / (used in) operating activities (A) (16,48,25,272) 3,98,19,860


31 March, 2015

For the year ended

31 March, 2014


Rs. Rs. Rs. Rs.

C. Cash flow from financing activities

Proceeds from issue of equity shares / Share warrants 309,893,292 3,500,000

Proceeds from long-term borrowings 10,531,001 56,211,438 Repayment of long-term borrowings - (21,396,618) Net increase / (decrease) in unsecured loan 2,982,191 21,443,389 Net increase / (decrease) in working capital borrowings 55,180,079 43,020,942 Finance cost (43,065,316) (34,328,949)

Pref Issue Expenses (20,244,703) 315,276,544 - 68,450,202 Cash flow from extraordinary items - - -

315,276,544 68,450,202 Net cash flow from / (used in) financing activities (C)

Net increase / (decrease) in Cash and cash equivalents (A+B+C) 99,411,858 66,135 Cash and cash equivalents at the beginning of the year 14,803,992 14,737,857

114,215,850 14,803,992

Net increase / (decrease) in Cash and cash equivalents 99,411,858 66,135

Cash and cash equivalents as per Balance Sheet 114,215,850 14,803,992

- -

114,215,850 14,803,992

- -

Cash and cash equivalents at the end of the year * 114,215,850 14,803,992

* Comprises:(a) Cash on hand 2,423,746 3,668,108

102,333,153 1,062,382

- Balances held as margin money or security against borrowings, guarantees and other commitments

9,458,951 10,073,502

114,215,850 14,803,992

Notes: (i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.

(ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.

In terms of our report attached.For AMPAC & Associates For and on behalf of the Board of Directors

Chartered Accountants FRN 112236w


M. J. Desai

PartnerM. No. 042769 Mukesh Desai Uday Desai

Director DirectorPlace : Mumbai Place : Mumbai

Date : 29 th May 2015 Date : 29 th May 2015

Cash and cash equivalents at the end of the year

(ii) In earmarked accounts (give details) (Refer Note (ii) below)

Net Cash and cash equivalents (as defined in AS 3 Cash Flow

Statements) included in Note 19


31 March, 2015

For the year ended

31 March, 2014


(c) Balances with banks

(i) In current accounts

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Less: Bank balances not considered as Cash and cash equivalents as defined in AS 3 Cash Flow Statements (give details)

Add: Current investments considered as part of Cash and cash equivalents (as defined in AS 3 Cash Flow Statements) (Refer Note (ii) to Note 16 Current investments)

(b) Cheques, drafts on hand

99


Note 1.a Share capital (contd.)

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

P art ic u lars O pe nin g

Ba lanc e

Fres h iss ue C los ing Ba la nce

E q uity sh a res

Y ea r e nd ed 3 1 M arc h, 20 15- Nu m b er of sha re s 5,89 5,0 00 5,2 68 ,3 48 1 1,1 63 ,3 48 - A m o un t ( Rs.) 5 8,95 0,0 00 5 2,6 83 ,4 80 11 1,6 33 ,4 80

Y ea r e nd ed 3 1 M arc h, 20 14

- Nu m b er of sha re s 5,59 5,0 00 3 00 ,0 00 5,8 95 ,0 00 - A m o un t ( Rs.) 5 5,95 0,0 00 3,0 00 ,0 00 5 8,9 50 ,0 00

N ote 1 Sha re c apita l

Num be r of

s ha re s Rs

N um ber of

s hare s R s

( a) A u th or ised

E q uity sh a res o f R s.1 0 e ach 20 ,0 0 0,00 0 2 00 ,0 0 0,00 0 6,5 00 ,0 00 6 5,0 00 ,00 0

( b) Issu ed Su bscr ibe d a nd Pa id u p

E q uity sh a res o f R s.1 0 e ach fully pa id u p 11 ,1 6 3,34 8 1 11 ,6 3 3,48 0 5,8 95 ,0 00 5 8,9 50 ,00 0

To tal 11 ,1 6 3,34 8 1 11 ,6 3 3,48 0 5,8 95 ,0 00 5 8,9 50 ,00 0

As at 3 1 M arch , 2 01 5 As at 3 1 M arc h, 2 01 4 Pa rticula rs

Note 1 Share capital

Note:

1.1 In the financial year 2009-10, the Company had issued 320000 (Three Lakh Twenty Thousand) Equity Shares of Rs. 10/= each fully paid, to thepromoter's group on preferntial basis under Section 81(1A) of the Companies Act' 1956. The said shares are in lock-in-period up to 24th March'2013.

1.2 In the financial year 2009-10, the Company had made preferential issue and allotted 825000 (Eight Lac Twenty Five Thosand) Optionally fully

convertible warrant (OFCW) to the promoters group. Each warrant is convertible into 1 (One) fully paid-up Equity shares of the Company of facevalue Rs. 10/= each at exercible price of Rs. 10/= each. The said OFCW was converted into equity shares to the promoters group as under:

Sr. No. Number of warrant converted value date of Allotment lock-in-period1. 375000 3750000 15/10/2010 upto 15/10/20132. 450000 4500000 14/07/2011 upto 14/07/2014

1 .6 Th e co mp an y h as o nly on e cla ss of eq ui ty sha re s ha ving a pa r value o f R s 1 0 p er sh are. Ea ch h olde r of eq ui ty sha re s is en ti tl ed to o ne vote p er sh a re.

a ) Th e Co m pa ny ha s p a ssed th e reso lutio n fo r p refe re ntia l issue o f 1 50 00 00 (Fi fte en La cs ) O ptio na lly fully co nve rtibl e wa rra nt (O FC W ) to the

p ro mo ter s g ro up . Ea ch wa rran t is co nve rtib le in to 1 (O ne ) ful ly p aid -u p E q uity sha re s of the Com p an y o f fa ce va lu e Rs. 1 0/= ea ch a t e xercib le p riceo f R s. 1 2.85 /=( Twe le Ru pe es E igh ty Five P aise on ly) e a ch ag greg atin g to Rs. 1 ,92 ,75 ,0 00 /- (Ru pe es O ne Cro re N ine ty Two L ak hs Se ven ty FiveT ho usa nd O n ly) . Th e said O FC W sha ll be co nve rtibl e at the o ptio n of th e ho ld er at a n ytim e be fore th e exp iry o f 1 8 m o nths fro m th e da te o f

a llo tme nt. A mo un t to be p aid u p on W a rran t at th e time o f a llotm en t the re of sha ll n ot be le ss th an 2 5% o f the e xe rcise p rice . O ut o f 1 50 00 00 (15L ac ) O FCW , 7 0 00 00 (S eve n La c) were allo ted o n 1 4 /1 1/2 01 4 an d R s. 19 ,95 ,0 00 is tran sfer re d to sh are p re miu m acc ou nt. Th e said sh are s a re inlock- in-pe rio d u p to 1 5/04 /20 18 .

b ) T he Com pa n y h as p ass ed re solu tion for seco nd prefe re ntia l issu e o f 38 25 00 0 (Thi rty E ig ht L acs Tw en ty Five Tho u san d) Op tion al ly fu llyco n ve rtib le wa rra nt (O FCW ) to the pro m oter s & no n prom ote rs grou p. E a ch wa rra nt is con ver tib le in to 1 (O n e) fu lly p aid-up E qu ity sh ares of the

C om pa ny o f face va lue Rs . 10 /= ea ch a t e xercible p rice o f Rs. 5 4/= (Ru p ee s Fifty Fo ur on ly) ea ch ag greg atin g to Rs. 20 ,6 5,5 0,0 00 /- (R up ee sT wen ty Crore S ixty Five La kh s F ifty Th ou san d O n ly). The said O FCW sh all be con vertib le at the op ti on o f the ho lde r a t a nytim e b efo re th e e xpir y o f1 8 mo nths from the d ate o f a llotm en t. A mo u nt to b e pa id up on W a rra nt a t the time o f allo tme nt th ere of s ha ll n ot b e less th an 25 % of th e exe rcise

p ric e.

c) Th e Co mp an y ha s a lso issu ed 4 56 83 48 (For ty F ive La cs S ixty Eigh t Th ou san d Th ree H un dred Fo rty E igh t) E qu ity Sh ares at fa ce valu e o f Rs.1 0/- (Ru p ee s Te n On ly) e a ch a t a prem iu m o f Rs. 4 4 (Fo rty Fo ur on ly) p er sh are to the No n Prom oter 's g rou p on p re fe rn tial ba sis u nd er thep ro visio ns o f S ectio n 62 (1 )(c) , Se ction 4 2 a nd a ll o the r a pp lica ble p ro visio ns of the C om pa nie s A ct, 20 13 (inclu ding an y statu to ry m od ifica ti on s or

re-en actm en ts the re of, fo r th e time be ing in fo rce ) an d in a ccorda nce wi th th e SE B I (Issu e of Cap ital a nd Disclosu re R eq uir em en ts) Reg ula tion s,2 00 9 & an y o th er prevai ling Sta tu te. Th e said sha re s are in lo ck- in-pe rio d for 1 yea r (o ne ) fro m the d ate of tr ad in g ap prova l of the B S E.

1 .5 In the fi na ncia l yea r 20 14 -1 5 the follo win g sh are war ra nts & E qu ity S ha re s w ere issuied o n p re fen ti al b asis to the prom oter s & No n p rom o te rs

1 .4 In the fin an cial yea r 2 01 2-13 , th e Com p an y ha s pa ssed the re so lutio n fo r pre feren tial issue o f 30 00 00 (Three L ac ) O ptio na lly ful ly con ver ti blewa rran t (O FCW ) to th e p rom o te rs g ro up . E ach war ra nt is co nver tible in to 1 (O n e) fu lly pa id-up Eq ui ty sha re s of the Com pa ny of fa ce valu e R s. 1 0/=

e ac h a t exe rcib le pr ice of R s. 26 /=( Ru pe es T wen ty Six on ly) e ach a gg re ga ti ng to Rs. 78 ,00 ,00 0/- (Ru pe es Se ven ty E ig ht L ak hs). T he sa id OF CWsh a ll be co nve rtibl e a t th e o p tio n of the ho ld er at a nytime be fore the ex pir y o f 18 mo nth s fro m the da te o f all otme nt. A mo un t to be pa id up onW a rran t a t th e tim e o f all otme nt th ere of sh al l no t b e less th an 25 % o f the exe rcise pr ice. Th e sa id sha re s were a llote d o n 2 6/0 4/2 01 3 a nd Rs.

4 8,0 0,0 00 i s tra n sfe rr ed to sha re p re miu m a ccou nt. Th e said sha re s are in lo ck- in-pe rio d up to 25 th A pri l'20 16 .

1 .3 In the fi na ncia l yea r 20 12 -1 3, the C om pa ny ha s issue d 4 00 00 0 (F ou r La kh) Eq ui ty Sh ares a t fa ce va lue of Rs. 10 /- (Ru pe es Te n O n ly) ea ch a t a

p re mium of Rs. 1 6 (Rup ee s S ixte e n o nly) p e r sh are to th e p ro mo te r's g ro up on p refe rn tial b as is un de r S ectio n 81 (1 A) of the Co mp an ies Act' 19 56 .T he s aid s ha res a re i n lo ck-in -p er iod up to 4 th Ju ly' 2 01 5.

100


Note 1.b Share capital (contd.)

Number of shares

held

% holding in that

class of shares

Number of shares

held

% holding in that

class of shares

Equity shares with voting rightsMukesh Naik (Promoter) 1164800 10.43 1164800 19.76 Uday Desai (Promoter group) 1102400 9.88 1102400 18.70

Gita Naik (Promoter Group) 888100 7.96 888100 15.07 Nidhi Naik (Promoter Group) 700000 6.27 - -

Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of

shareholder




Rs Rs

Secured 145,642,966 120,392,000145,642,966 120,392,000

Secured - - 9402646 342,212

9,402,646 342,212

- 23,780,399

- 23,780,399

155,045,612 144,514,611


(a) Term loans

(i) From Banks

Particulars

Total



Unsecured

9,402,646

As at 31 M arch, 2015 As at 31 March, 2014Rs Rs

5,000 5 ,000 Add: Transferred from surplus in Statem ent of Profit and Loss - - Less: Util ised / transferred dur ing the year for : - -

5,000 5 ,000

- -

Add: Stautory reserve trans ferred on account of m erging of subsidiary 580,158 580,158 Less: Util ised / transferred dur ing the year for : - -

580,158 580,158

11,200,000 6,400,000 203,002,312 4,800,000

Less: Util ised / transferred dur ing the year for : - - 214,202,312 11,200,000

131,745,318 100,433,369 (40,605,042) 31,311,949

Closing balance 91,140,276 131,745,318

305,927,746 143,530,476

Closing balance

(a) General reserveOpening balance

N ote 2 Reserves and surplus

T otal

(e) Surplus in Statement of Profit and Loss

Opening balanceAdd: Profit / (Loss) for the year

(c) Security Premium

Opening balance

Closing balance

Add: Securi ty prem ium created on issue of shares to prom oter 's group on preferential basis ( for deta ils refer to Note 1 under Share Capital )

Closing balance

Part iculars

(b) Capital ReserveOpening balance

101




Rs Rs

Secured 14,56,42,966 12,03,92,000

14,56,42,966 12,03,92,000

Secured - - 9402646 3,42,212

94,02,646 3,42,212

- 2,37,80,399

- 2,37,80,399

15,50,45,612 14,45,14,611 Total



Unsecured


(a) Term loans

(i) From Banks

Particulars

Notes:

Particulars

Secured Unsecured Secured UnsecuredRs. Rs. Rs. Rs.

Term loans from banks:

Saraswat Bank (refer note 3.a.i) 145,642,966 - 120,392,000 -

Total - Term loans from banks 145,642,966 - 120,392,000 -

Term loans from other parties:NBFC Companies (refer note 3.a.ii) - 9,402,646 - 342,212 Total - Term loans from other

parties

- 9,402,646 - 342,212

Loans and advances from related parties:

(refer note 3.a.iii)

Mukesh Naik - - - 23,780,399 Total - Loans and advances

from related parties

- - - 23,780,399

Nature of Securities

Rate of Interest Total 0-1 Years 1-4 Years 4-7 YearsCurrent Maturity

Secured Loans: - From Banks 12.75% to 13.50% 187,490,966 41,848,000 121,078,000 24,564,966

Nature of SecuritiesRate of Interest Total 0-1 Years 1-4 Years 4- more years

Current Maturity

Secured Loans: - From Banks 13.50% 144,191,000 23,799,000 104,960,000 15,432,000

Note 3.a Long-term borrowings (contd.)

Terms of repayment

and security*

Repayment & Other terms of the Bank Borrowing are as follows:-

As at 31 March, 2015 As at 31 March, 2014(i) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured other long-term borrowings:

Long Term Maturity

Note:

3.a.i Term loan is availed from the bank is secured against the equitable mortgage of office premises (Mumbai), factory land , factory building , plant &machinery situated at MIDC,Tarapore, Maharashtra. It is also secured against the personal guarantee of two director and two guarantee of related partyguarantee to the extent of mortgaged collateral securities and Corporate guarantee of group concern. The term loan availed is having moratium of 12

months and are payable in 60 installments from date of their respective sanction.

Repayment & Other terms of the Bank Borrowing are as follows:-Repayment Terms as at 31st March,2015


Long Term Maturity


Current MaturityUnsecured Loans:

- From NBFC 15.00% to 17.00% 13,995,636 4,592,990 8,913,872 488,773.71

Unsecured Loans: - From Related Party Interest free loan - 9,217,640 - -


Current MaturityUnsecured Loans: - From NBFC 15.00% to 17.00% 4,207,235 3,865,023 342,212 -

Unsecured Loans: - From Related Party Interest free loan 23,780,399 6,235,449 - -

Repayment & Other terms of the NBFC Borrowing are as follows:-

Long Term Maturity

Long Term Maturity

Repayment & Other terms of the NBFC Borrowing are as follows:-Repayment Terms as at 31st March,2014


3.a.ii Term loan from nine NBFC is taken and will be repayable in 36 installments.

102



(a) Provision for employee benefits: - Provision for gratuity (net) (Refer Note below) 2,593,873 2,766,113

Total 2,593,873 2,766,113

Note 5 Long-term provisions

Particulars

Note 6 Short-term borrowings


Secured 192,255,478 137,075,399

Total 192,255,478 137,075,399

(b) Unsecured Loan from Related Party: Mukesh Naik 9,134,148 2,500,000

Uday Desai 83,492 2,585,449 Nidhi Naik - 1,150,000

9,217,640 6,235,449

201,473,118 143,310,848

Working Capital loan from Saraswat Co-op Bank Ltd

Total

Particulars

(a) Loans repayable on demand

Note 4 Deferred tax Liabilities


Opening Balance 30,791,314 20,524,199 Add: Current Year (15,930,227) 10,267,115

Total 14,861,087 30,791,314

Particulars


Rs. Rs.Bonds / debentures Nil NilTerm loans from banks 145,642,966 120,392,000

Term loans from other parties Nil NilDeferred payment liabil ities Nil NilDeposits Nil NilLoans and advances from related

parties

Nil Nil

Long-term maturities of finance lease obligations

Nil Nil


(iv) For the current maturities of long-term borrowings, refer items (a) in Note 8 Other current liabilities.

(ii) Details of long-term borrowings guaranteed by some of the directors or others:

(iii) The Company has not defaulted in repayment of loans and interest in respect of any of the secured or unsecured loans referred above.

3.a.iii Loans availed from the above referred related party were taken originally for the long term working capital requirements, how ever the same will be

repaid in near future. Hence it is treated as current liabilities The loan from related party is interest free.

103



Trade payables:Micro, small & medium Enterprises 209,229 -

Trade payable others # 241,862,047 190,681,583

Total 242,071,276 190,681,583

Note 7 Trade payables

Particulars

# Trade payable includes crediotors for goods, services & Capital Goods

Notes:


Rs. Rs.

Loans repayable on demand from

banks

192,255,478 137,075,399

Loans repayable on demand from other parties

Nil Nil

Loans and advances from related parties

Nil Nil

Deposits Nil Nil


(ii) Details of short-term borrowings guaranteed by some of the director is as follows:

(i) Working capital loan is secured by way of hypothecation of stock and debtors.During the year, the company had availed the additional working capital loan from bank for Rs.550 lacs.

Particulars

Period of

default Rs.Period of

default Rs.

Loans repayable on demand from banksPrincipal Nil NilInterest Nil Nil

Loans repayable on demand from other

parties

Principal Nil Nil

Interest Nil NilLoans and advances from related parties

Principal Nil NilInterest Nil Nil

Deposits Principal Nil Nil

Interest Nil NilOther loans and advances

Principal Nil NilInterest Nil Nil

(iii) The Company has not defaulted in repayment of loans and interest in respect of the following:


Note 6.a Short-term borrowings (contd.)

104


Principal amount due and remaining unpaid 209,229 -

Interest due on above and the unpaid interest - -

Interest paid - -

Payment made beyond the appointed day during the year - -

Interest due and payable for the period of delay - -

Interest accrued and remaining unpaid - -

Amount of further interest remaining due and payable in succeeding years - -

7.1 The details of amounts outstanding to Micro, Small and Medium Enterprises based on information available with the Company is

as under:

Particulars

As at 31st

March, 2015

As at 31st

March, 2014


(a) Current maturities of long-term debt (Refer Note (i) below) 46,440,990 27,735,064 (b) Interest accrued but not due on borrowings 2,090,311 1,373,291

(c) Other payables (i) Statutory remittances 5,400 -

(ii) Advances from customers - 85,213

Total 48,536,701 29,193,568

As at 31 March, 2015 As at 31 March, 2014 Rs Rs

Term loans (i) From banks

Secured 41,848,000 23,799,000

41,848,000 23,799,000


Secured (Vehicle loan) - 71,041Unsecured (NBFC) 4,592,990 3,865,023

4,592,990 3,936,064.00

Total 46,440,990 27,735,064

Particulars

Particulars

Note (i): Please refer below for details of Current maturities of long-term debt and Refer Notes (i), (ii) and (iii) in Note 3 for Long-term borrowings for details of security and guarantee)

Note 8 Other current liabilities


(a) Provision for employee benefits: Provision for gratuity 438,836.00 -

438,836.00 - (b) Provision - Others:

(i) Provision for tax (net of advance tax & TDS Rs. 22,922/= as at 31 March, 2015)

85,298 5,697,961

(ii) Provision for Excise Duty on finished goods 1,873,844 1,396,102 (iii) Provision for expenses 1,951,622 1,565,088

Total 4,349,600 8,659,151

Note 9 Short-term provisions

Particulars

3,936,064

105


106


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(v

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various

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hat

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is v

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be

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.

107


D. Depreciation and amortisation relating to continuing operations:For the year ended

31 March, 2015

For the year ended


10,719,338 12,853,032

3,283,968 3,283,968.00

- -

- -

14,003,306 16,137,000

Notes:(i) Details of amounts written off on reduction of capital or revaluation of assets or sums added to assets on revaluation during the preceding 5 years:

31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12 31-Mar-11Rs.. Rs.. Rs.. Rs.. Rs..

Fixed Assets - - - - -

Opening balance - - - - -

Written off on reduction of capital - - - - - Date - - - - - Amount - - - - - Written off on revaluation - - - - - Date - - - - -

Amount - - - - - Added on revaluation - - - - - Date - - - - - Amount - - - - -

Balance as at 31 March - - - - -

Depreciation and amortisation for the year on tangible assets as per Note 9.a

Particulars Year

Depreciation and amortisation for the year on intangible assets

Note 10.d Fixed assets (contd.)

Depreciation and amortisation relating to discontinuing operations

Particulars

Depreciation and amortisation relating to continuing operations

Less: Utilised from revaluation reserve

(ii) Details of assets acquired under hire purchase agreements:

31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14Rs. Rs. Rs. Rs.Nil Nil Nil Nil

(iii) Details of assets jointly owned by the Company:

31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14 31-Mar-15Rs. Rs. Rs. Rs. Rs.Nil Nil Nil Nil Nil

Proportion of the original cost Accumulated depreciation

Particulars Gross block Net block

Particulars Extent of ownership

by the Company

Net block

Note 11 Non-current investments


Investment

Investment in equity instruments(unquoted)(i) of Saraswat Co-op Bank Ltd 30,400 30,400

3040 Equity shares of Rs.10 each fully paid(ii) of Tarapur Environment Protection Society 2,400 2,400 24 Equity shares of Rs.100 each fully paid

Total - investments 32,800 32,800

Less: Provision for diminution in value of investments - -

Aggregate amount of unquoted investments32,800 32,800


Note 12 Other Non- current assets


Rs. Rs.

Amalgamation Adjustment A/c 580,158 580,158

Pre-operative expenses 16,431,340 314,310

Total 17,011,498 894,468

Particulars

Net block

108


N o te 1 3 C u rre n t in v es tm en ts

A s a t 31 M a rch , 20 15 A s a t 31 M a rch , 20 14

Inv e s tm e nts in E qu ity In s tr um en ts (U n qu oted )of T e c hn o P oin t M er c an ti le P v t. Ltd . 41 ,5 00 ,00 0 - 41 ,50 ,0 00 La c s Eq uity s ha re s o f R s .10 e a c h full y p aid

T o t al - C u rren t in v e st m e n ts 41 ,5 00 ,00 0 -

D ur ing th e y ea r the C om pa ny ha s inv e s ted i n the a b ov e u nli s te d c o m p an y th e s a id in v etm e nt a re c a rri ed a t fa c e v a lue .

P a rt icu lars T o ta l T o ta l


Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Secured, considered good - -

Unsecured, considered good - 5,313,050Doubtful but considered good 5,199,618 1,575,298

5,199,618 6,888,348

Less : Bad Debts during year - 240,800Less: Provision for doubtful trade receivables 1,060,942 -

4,138,676 6,647,548 Other Trade receivables

Secured, considered good - - Unsecured, considered good 129,651,861 141,086,996Doubtful - -

129,651,861 141,086,996Less: Provision for doubtful trade receivables - -

129,651,861 141,086,996

Total 133,790,537 147,734,544

Note 15 Trade receivables

Note 14 Inventories

Particulars As at 31 March, 2015 As at 31 March, 2014Rs Rs

AS 2.26.b BS 6.O.i (a) Raw materials 86,043,637 56,104,549 BS 6.O.ii Goods-in-transit 10,142,437 12,358,763

96,186,074 68,463,312

Ref. No.

BS 6.O.i (b) Work-in-progress 59,539,413 112,357,099

59,539,413 112,357,099 BS 6.O.i (c) Finished goods (other than those acquired for trading) 17,630,505 11,095,950

17,630,505 11,095,950

BS 6.O.i (g) Fuel & Packing Material 428,651 686,443

428,651 686,443

Total 173,784,643 192,602,804

PL 5.iiiGN 10.8.1

Note: The inventories are valued "at lower of cost and net realisable value". Since the bulk drug industry involves many stages of manufacturing process, it is not possible to furnish the details of work in progress of each products.

Note: Trade receivables include debts due from:


Directors * Nil NilOther officers of the Company * Nil NilFirms in which any director is a partner (give details per

firm)Nil Nil


Nil Nil

Total Nil Nil

109



(a) Cash on hand 2,423,746 3,668,108

(c) Balances with banks(i) In current accounts 102,333,153 1,062,382 (ii) In earmarked accounts

- Balances held as margin money or security against

borrowings, guarantees and other commitments (Refer Note (i) below)

9,458,951 10,073,502

Total 114,215,850 14,803,992

Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements

114,215,850 14,803,992

Notes:

(i) Balances with banks include deposits held as margin monies amounting to Rs. 94,58,951/= (As at 31 March,2014 Rs. 1,00,73,502/=)

Note 16 Cash and cash equivalents

Particulars


(a) Security deposits (refer note 1 below)Secured, considered good - -

Unsecured, considered good 1,865,327 1,356,724

Doubtful - -

1,865,327 1,356,724

Less: Provision for doubtful deposits1,865,327 1,356,724

(b) Loans and advances to employees Secured, considered good - -

Unsecured, considered good 1,813,378 2,009,978 Doubtful - -

1,813,378 2,009,978

Less: Provision for doubtful loans and advances1,813,378 2,009,978

(c ) Prepaid expenses - Unsecured, considered good 138,177 87,200

(d) Balances with government authorities

Unsecured, considered good(i) CENVAT credit receivable/refundable 20,961,692 13,974,629

(ii) VAT credit receivable/refundable 5,248,848 8,587,538 26,210,540 22,562,167

(e) Advances to creditorsSecured, considered goodUnsecured, considered good 8,450,498 3,281,403

Doubtful8,450,498 3,281,403

Less: Provision for other doubtful loans and advances

8,450,498 3,281,403

Total 38,477,920 29,297,472

Note 17 Short-term loans and advances

Particulars

110


Note 19 Revenue from operations

For the year ended

31 March, 2015

For the year ended

31 March, 2014 Rs. Rs.

(a) Sale of products (Refer Note (i) below) 721,192,898 678,251,227

(b) Sale of services (Refer Note (ii) below) 1,245,680 5,925,925

722,438,578 684,177,152

Less:

(d) Excise duty 72,007,624 67,250,377 Total 650,430,954 616,926,775

Particulars


Insurance Claim Receivable 258,153,000

Total 258,153,000 -


Note 18 Other Current Assets

Particulars

Note: Short-term loans and advances include amounts due from:


Directors * Nil NilOther officers of the Company * Nil NilFirms in which any director is a partner (give details per firm) Nil Nil


Nil Nil

Nil Nil

1 Security deposit includes balances with public bodies incuding Government and regular deposit.

Note:

Note 17 Short-term loans and advances (contd.)

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.(i) Sale of products comprises:

Manufactured goodsActive Pharma Ingredients Intermediates (Bulk Drug) 542,888,065 548,449,759

Active Pharma Ingredients (Bulk Drug) 174,118,573 129,801,468 Total - Sale of manufactured goods 717,006,638 678,251,227

Traded goodsChemicals 4,186,260 -

Total - Sale of traded goods 4,186,260 - Total - Sale of products 721,192,898 678,251,227

(ii) Sale of services comprises: Job work for manufacturing of Active Pharma Ingredients 1,245,680 5,925,925

Total - Sale of services 1,245,680 5,925,925

Note

Particulars

111


N ote 20 Oth er in come

Particu lars For the year ended

31 March, 2015

For the year end ed

31 M arch , 2014

Rs. Rs.(a) Interes t incom e (R efer Note (i) below) 1,163,553 957,080

(b) Dividend income:from long-term investm ents 2,500 1,875

(c) Net gain on foreign currency transac tions and translation (other than considered as finance cost) 10,573 -

(d) Trade payable wr itten off 856,205 - (e) Discount rec eived - -

(f) Duty drawback - - Total 2,032,831 958,955

N ote For the year ended 31 March, 2015

For the year end ed 31 M arch , 2014

Rs. Rs.

( i) Interes t incom e comprises:Interes t from banks on:

deposits (held as m argin money agains t Letter of C redit/ Bank Guarantee) 772,628 957,080

Interes t from Others:Trade Receivables (Interest on Late Paym ent) 207,253 Interest on Sales Tax Refund 183,672

T otal - Interest inco me 1,163,553 957,080

Particu lars

Note 21.a Cost of materials consumed

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Opening stock 68,463,312 37,488,863

Add: Purchases 538,302,820 497,597,660 606,766,132 535,086,523

Less: Closing stock 86,043,637 56,104,549 Less: Stock -in-transit 10,142,437 12,358,763

Less: Stock Loss by Fire at Cost 21,458,877 0Cost of material consumed 489,121,181 466,623,211

Material consumed comprises:Liquid Bromine 37,466,982 35,512,025

Alkalies 8,990,531 7,490,761

Toluene 32,057,980 38,886,331

Fine Chemicals & Others 410,605,688 384,734,094

Total 489,121,181 466,623,211

Particulars

%age Rs. %age Rs.

Material Consumed:Imported 12.46 60,926,091 20.48 95,550,228 Indigenous 87.54 428,195,090 79.52 371,072,983

100 489,121,181 100 466,623,211

For the year ended

31 March, 2014

For the year ended

31 March, 2015

Particulars

--

-

112


Note 21.b Changes in inventories of finished goods, work-in-progress and stock-in-trade

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Inventories at the end of the year:

Finished goods 17,630,505 11,095,950 Work-in-progress 59,539,413 112,357,099 Stock-in-trade - -

77,169,918 123,453,049

Inventories at the beginning of the year:Finished goods 11,095,950 7,791,664 Work-in-progress 112,357,099 63,345,026 Stock-in-trade - -

123,453,049 71,136,690

Less: Stock Loss by Fire at Cost 63,360,310

Net (increase) / decrease (17,077,179) (52,316,359)

Particulars

Note 22 Employee benefits expense

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Salaries and wages (refer note i) 27,119,264 17,493,053

Contributions to provident and other funds (Refer Note ii & i ii) 266,596 605,205

Staff welfare expenses 2,164,336 1,324,858 Total 29,550,196 19,423,116

(ii) The employee's provident fund Rules are not applicable to the Company, as the Company employs the contracted

labour for production and the contractor is deducting the dues as per provident fund rules. The Companies own staff isoutside the limit set out by the provident fund Rules.

(iii) The gratuities liabilities is as per Actuary Valuation refer to note no. 29.1

Particulars

(i) Salaries and wages include: Salaries, wages, bonus, compensated absences and all other amounts payable to

employees in respect of services rendered as per their employment terms under a contract of service / employment.

Note 23 Finance costs

For the year ended

31 March, 2015

For the year ended


(a) Interest expense on:

(i) Borrowings 41,781,340 32,750,189 (ii) T rade payables - - (iii) Others

- Interest on delayed / deferred payment of income tax 670,114 675,001

- Interest on delayed in Indirect Tax 10,162 27,325 - Interest on Workmens Compensation - - (b) Other borrowing costs @

- Bank Charges 2,694,011 2,249,725

Total 45,155,627 35,702,240

Particulars

@ Other borrowing costs includes loan processing charges , guarantee charges, incurred in connection with borrowings etc.

113


Note 24 Other expenses

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Consumption of stores and spare parts 1,300,405 529,846 Consumption of packing materials 3,993,065 4,117,502

Increase / (decrease) of excise duty on inventory 477,742 534,711 Processing Charges 52,018,870 37,769,098 Power and fuel 27,254,750 14,145,133 Water 1,000,980 874,892 Rent including lease rentals 96,000 96,000

Repairs and maintenance - Buildings 75,273 103,801 Repairs and maintenance - Machinery 5,270,793 2,465,401 Insurance 1,548,027 1,420,114 Rates and taxes 221,206 -59,541

Communication 633,999 510,773 Travelling and conveyance 330,655 350,329 Printing and stationery 545,517 407,947 Freight and forwarding 1,256,637 1,006,503

Sales commission 2,995,411 1,655,177 Sales discount 394,264 1,283,684 Business promotion 2,005,112 2,247,271 Donations and contributions 33,601 75,201 Legal and professional 2,053,959 3,957,366

Payments to auditors (Refer Note (i) below) 315,000 310,000

Bad Debts - 240,800

Net loss on foreign currency transactions and translation (other than considered as finance cost)

- 626,001

Provision for Doubtful Debts 1,060,942 Prior period items (net) (Refer Note (ii) below) 395,936 162,245

Penalty 6,771 10,000 Pre-operative expenses 4,127,673 86,262 Miscellaneous expenses 7,443,277 6,308,556

Total 116,855,865 81,235,072

Notes:



Rs. Rs.

(i) Payments to the auditors comprises (net of service tax input credit, where applicable):

As auditors - statutory audit 250,000 250,000 For taxation matters 25,000 25,000

For other services 25,000 25,000 Reimbursement of expenses 15,000 10,000

Total 315,000 310,000

(ii) Details of Prior period items (net)Prior period expenses (Revenue expenditure of previous year) 395,936 162,245

Prior period income - -

Total 395,936 162,245

Particulars

Particulars

( )

-

114


Note 25 Extraordinary items



Rs. Rs.

Loss Due to Fire 31,390,058 -

Total 31,390,058 -

Particulars


Corporate information

The Company is presently manufacturing bulk drug products and their intermediates, human Active Pharma ingredients (API) products. In the current year, the Company has achieved the manufacturing sale of Rs. 717,006,638/= and by way of job process activities of manufacturing various API of reputed Companies for Rs. 1,245,680/=. The Company has also done Trading Activity for Rs.4,186,260 . The manufacturing facilities are located at MIDC, Tarapore, District, Thane and all other activities are carried on from the Registred office located at Mumbai.

Significant accounting policies(A) The consolidated financial statements relate to Nutraplus India Limited ('the Company) and its subsidiary company. These consolidated financial statements have been prepared to comply with the Generally Accepted Accounting Principles in India (Indian GAAP), including the Accounting Standards notified under the relevant of the Companies Act, 2013

a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”

b) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

c) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets less liabilities as of the date of disposal is recognised in the consolidated Profit and Loss account being the profit or loss on disposal of investment in subsidiary.

d) Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company.

Note 26 Disclosures under Accounting Standards (contd.)

For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.Earnings per share

Net profit for the year (40,605,042) 31,311,949 Weighted average number of equity shares Outstanding (Nos.) 6,533,427 5,873,630 Weighted average number of equity shares Outstanding - Dilutive (Nos.) 6,533,427 5,873,630

Par value per share 10.00 10.00Earnings per share Basic (6.21) 5.33Earnings per share Di luted (6.21) 5.33

Earnings per share (excluding extraordinary items)

Net profit for the year (9214984) 31,311,949 Weighted average number of equity shares Outstanding (Nos.) 6,533,427 5,873,630

Weighted average number of equity shares Outstanding - Dilutive (Nos.) 6,533,427 5,873,630 Par value per share 10.00 10.00Earnings per share Basic (1.41) 5.33Earnings per share Di luted (1.41) 5.33

Particulars

115


116

29.2 Disclosures under Accounting Standards (contd.)



Rs. Rs.Details of borrowing costs capitalised

Borrowing costs capitalised during the year- as fixed assets/ capital work-in-progress

6,202,899 1,912,359

6,202,899 1,912,359

Particulars

e) Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders.

f) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.

B. Other significant accounting policiesThese are set out under “Significant Accounting Policies” as given in the Company’s separate financial statements.

C. Investments other thatn in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 on "Accounting for Invesments".


N ote 2 9 D is clos ures unde r Ac coun ting St and ards

Not e

2 9.1 E m ploye e be ne fit:T h e co m p an y ha s m ad e pro visio ns in th e ac co u n ts f o r gratu ity ba se o n a ctu aria l valu at io n . Th e p art ic u la rs u n d er

th e As 1 5 ( re vis ed ) fu rn is he d b e lo w are th o se wh ich are relev an t an d a vailab le to co m p an y fo r th is ye ar.

U NFU ND E D

I A SS UMP T ION A S AT 3 1- 03 -2 0 15

M ORT AL ITY RAT E In dian A ss ure d L ive s M o rtal ity ( 20 0 6- 08 ) U ltim ate

D ISC OU NT RATE 7 .9 0 %

W IT HD RA W AL RA TE 2 .0 0 %

S AL ARY ESC A LA TION 6 .0 0 %

V AL U AT IO N M ET H OD P ROJ EC TE D U NIT C RED IT M ETH O D

P E RIO D O F A CC O U NTING 0 1- 04 -2 0 14 to 31 -0 3 -2 01 5

II D A T A INFO RM A TIO N 3 1- 03 -2 0 15

N U M BE R O F M EM BERS 2 4

A VE RAG E AG E 4 5.6 3 Ye ars

A VE RAG E M O NTH L Y SAL ARY INR 2 9 ,30 4 .7 9

A VE RAG E P AST SER VICE S 8 .7 5 Y ea rs

III E xpens es R ec ognise d in the Statem e nt of P rofit & L os s ac c ount fo r C urre nt pe riod

C u rren t Se rvic e C o st INR 2 6 65 9 6

N et In tere st C o st Ni l

E xpe n se s Rec o gn is ed in th e statem e n t o f pro f it & lo ss Ac c o u nt INR 2 6 65 9 6

IV B alanc e She et Rec onc iliation

O p en in g Ne t L iab i li ty INR 2 7 66 1 13

E xpe n se s Rec o gn is ed in p ro fit & los s ac co u n t INR2 66 5 96

N et L iab il ity Rec o gn is sed in th e Balan c e sh ee t INR 3 0 31 7 09

N on - C urre nt Liab il ity INR 2 5 93 8 73

C ur re nt Lia bi lity INR 4 3 88 3 6

T ota l INR 3 0 31 7 09

i i. T he p ro vid en t fu nd R ule s ar e no t ap plic ab le to the Co mp an y, as th e Co mp an y e mp lo ys the con tra cte d la bo u r for p ro du ction an d the con tr acto r is

i ii. The em plo yee s ta te in sur an ce sch em e d oe s no t a pp ly to th e e mp loye e's of the Com p an y d ur ing th e yea r. Ho weve r Co mp an y h as tak en M ed ica l

G r ou p Insu ra nce Po licy for th e em p loye es.

N ote : C o m p an y s ta rte d f ol low in g th e p o licy o f Ac tua rial va lu at io n o f gratuity f rom the C u rren t f in an c ia l yea r i.e ,

2 0 14 -1 5

Note 29.3 Disclosures under Accounting Standards (contd.)

Related party transactions

Details of related parties:Description of relationship

Holding Company Nutraplus India LtdSubsidiaries Nutraplus Generic Medicines and Health Care Products Limited

Key Management Personnel (KMP)Relatives of KMP Gita Naik, Nirmalaben Naik, Nidhi Naik and Jyoti Pimple

Company in which KMP / Relatives of KMP can exercise

significant influence

Vet-Pharma Limited, Uday Chemical Engg. & projects Ltd

Names of related parties

Note: Related parties have been identified by the Management. Details of related party transactions during the year ended 31 March, 2015 and balances outstanding as at 31 March, 2015:

Mukesh Naik, Uday Desai Dilip Pimple and Chandresh Shukla

Subsidiaries Company in

which KMP /

Relatives of

KMP can

exercise significant

influence

KMP Relatives of

KMP

Total

Receiving of services - Job Processing, rent paid & supply of

labour

- 57274037 - 96,000 57,370,037

- (37,364,667) - (96,000) (37,460,667)

Borrowings - ICD & unsecured received - - - - -

- (13,750,000) - (29,830,399) (43,580,399)

-

Interest on Borrowings ICD - - - -

- (1,113,863) - - (1,113,863)

-

Borrowings - ICD & unsecured repaid - - - 20,798,207 20,798,207

- (13,750,000) - - (13,750,000)

Guarantees and collaterals - - refer note below

- -

- - - - -

-

Remuneration - - 4,971,920 960100 5,932,020

- - (3,846,910) (3,846,910)

-

Investment in Subsidiary 500,000 - - - 500,000

(500,000) - - - (500,000)

Advances received for Job work/others - - - - -

- - - - -

Issue of Equity/ Share Warrant Application (Inclusive of Premium) - - 27,765,000 4,050,000 31,815,000

- - - (7,800,000) (7,800,000)

Balances outstanding at the end of the year

Advances 65,530 - - 100,709 166,239

- - - - -

Trade payables - 50,293 - - 50,293

- (14,247,926) - - (14,247,926)

Borrowings - - - 9,217,641 9,217,641

- - - (30,015,848) (30,015,848)

-

Note: Figures in bracket relates to the previous yeara. Corporate Guarantee is given by Vet-Pharma Ltd to Bank against the term loan and working capital util ised by the bank, in addition to the personal guarantee by the Managing Director.

117


Note 30 Additional information to the Consolidated financial statements


30.1

(i)

38,917,267 11,485,351

As at 31 March, 2015 As at 31 March, 2014(ii)

Rs. Rs.

27,527,495 -

27,527,495 -

30.2 Details of unutilised amounts out of issue of securities made for specific purpose

30.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Contingent liabilities and commitments (to the

extent not provided for)

Note

Tangible assets

In the current year, Equity Share Application & share warrant application money is received and is kept in the separate bank

account.

Letter of credit outstanding

Commitments

(a) Estimated amount of contracts remaining to be

executed on capital account and not provided for

Particulars

Contingent liabilities

There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares ofthe Company by such parties.

30.4

Particulars During the year ended

31 March, 2015

During the year ended


Total amount received from issue of Shares 255,685,792 3,000,000

Total amount received from issue of warrants 54,207,500 - 309,893,292 3,000,000

Purpose for which the money received has been utilized :a. Capital expenditure 77,444,573 -

b. Working capital 46,186,913 3,000,000 c. For expansion & for future growth of the business 66,783,814 -

190,415,300 3,000,000

Unutilised monies as at 31 March, 2015 119,477,992 -

Disclosure required in terms of Clause 13.5A of Chapter XIII on Guidelines for preferential issues, SEBI (Disclosure and

Investor Protection) Guidelines, 2000

30.5 For the year ended

31 March, 2015

For the year ended

31 March, 2014

Rs. Rs.

Raw materials 71,319,232 51,746,118

Components - - Spare parts - - Total Components and spare parts - -

Capital goods - -

Value of imports calculated on CIF basis :

118


119

30.6 Expenditure in foreign currency #: For the year ended

31 March, 2015

For the year ended


Royalty - - Know-how - -

Professional and consultation fees - - Interest - - Other matters - -

30.7

Rs. %

ImportedRaw materials 60,926,091 12.46

(95550228) (20.48)

Total 60,926,091 12.46(95550228) (20.48)

Indigenous ` %

Raw materials 428,195,090 87.54(371072983) (79.52)

Total 428,195,090 87.54(371072983) (79.52)

Note: Figures / percentages in brackets relates to the previous year30.8 Earnings in foreign exchange : For the year ended

31 March, 2015

For the year ended


Export of goods calculated on FOB basis

- -

- - Interest and dividend - -

Other income, indicating the nature thereof. - -

Details of consumption of imported and

indigenous items

For the year ended

31 March, 2015

Royalty, know-how, professional and consultation fees

30.9

30.10 In the opinion of the Board and to the best of their knowledge and belief, the value of realisation of current assets, loans & advances, in the ordinary course of business would not be less than amount at which they are stated in the Balance sheet

The debit and credit balances in the accounts of contractors, suppliers and debtors are subject to confirmation and reconciliation.

Pursuant to section 233B of the companies Act, 1956, the company is required to carry out an audit of cost record relating to manufacturing activities of bulk drug & API products covered under Pharmaceutical Industry in terms of Central Government Order dated 2nd May, 2011 every year. The company appointed M/S Gaurang Dalal, Cost Accountants, of Mumbai as a Cost Auditors, with due approval of the Central Government, to audit the cost accounts of the Company for the financial year ending on 31st march, 2012 and 31st March, 2013.The particulars are as follows: Cost Auditor's audit report for the Financial Year 2011 - 12 and 2012-13, is yet to be filed and the said report for financial year 2013-14 is under process.

2014-15 2013-14 2012-13

Due date of filing of the cost audit report 27.09.2015 27.09.2014 27.09.2013

Actual date of filing of cost audit report It is under process Yet to be filed Yet to be filed

The Company was on verge of finaling the cost audit report for financial year 2011-12 onwards, however the documents, data & related information necessary for finalising the Cost audit were destroyed by fire. The Company could not complete the cost audit on account of fire incedent.

On 3rd August' 2014, fire occurred at N 92 plant at Tarapore, Boisar, Dist: Thane. The extraordinary items referred in the profit & loss account reflect the the loss by fire net of claim receivable account. The Capital loss is for Rs. 19,56,24,933/=, inventory loss for Rs. 8,50,23,646, reversal of excise duty on account of remission for Rs. 61,87,893/= and other incidental expenses for Rs. 27,06,386 aggregating to Rs. 28,95,43,058/=. The Company has estimated insurance claim receivable from insurance Company for Rs. 25,81,53,000/= Accordingly, the net loss is recognised for Rs. 3,13,90,058/= under extra ordinary items. The Company has filed the claim with surveyor at the instruction of insurance Company and the matter is under process. The surveyor is in the process of measuring the claim, as the said losses are reported as per Company's estimate. To refrain the impact of production & sales loss that would have had surely been casted on the future months on production & sales, the management of the Company took the immediate corrective steps by implementaion of expansion project within three months & tieing up the with the job work. The Company could retrieve the normal operation after three months of fire incedents.


30.13

Country of Incorporation Proportion of Ownership

Interest

Nutraplus Generic Medicines and Health Care Products Limited India 100%

30.14

Name of the EnterpriseShare in profit or (loss)

Parent

Nutraplus India Ltd 99.92% 471389551 100.00%

Subsidiaries

0.08% 374175 0.00%

30.15 Salient Features of Financial Statement of Subsidiary / Associates / Joint Ventures as per Companies Act, 2013

Name of the Subsidiary Company Nutraplus Generic Medicines and Health Care Products Limited

Reporting Currency INR

Share Capital 500,000

Reserves & Surplus 0

Total Assets 504,375

Total Liabilities 4,375

Investments 0

Turnover / Total Income 0

Profit Before Taxation 0

Provision for Taxation 0

Profit After Taxation 0

Proposed Dividend 0

% of Shareholding 100%

30.16 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

Nutraplus Generic Medicines and Health Care Products Limited

Additional Information, as required under Schedule III to to the Companies Act, 2013 of enterprises consolidated as Subsidiary / Associates / Joint Ventures.

Enterprises consolidtaed as subsidiary in accordance with Accounting Standard 21 - Consolidated Financial Statements.

Net Assets i.e. total assets minus total

liabilities

Name of the Enterprise


For AMPAC & Associates For and on behalf of the Board of Directors Chartered Accountants FRN 112236w


M. J. DesaiPartnerM. No. 042769 Mukesh Desai Uday Desai

Director Director


120


NUTRAPLUS INDIA LIMITEDRegd. Office: 7/A Vakil Villa,H F Society Road End, Jogeshwari (W), Mumbai – 400 060

Tel No.: 022-28348587, 28212191, Fax No.: 022-28212192 E-mail: [email protected]: www.nutraplusindia.com

CIN: L24230MH1990PLC055347

ATTENDANCE SLIP(To be presented at the entrance)

DP ID*: ___________________________ Folio No: ___________________________Client ID*: _________________________ No. of Shares: ________________________

Name and address of Shareholder: I hereby record my presence at the 25TH ANNUAL GENERAL MEETING of the Company held on 30 th September 2015 at 11. 00 A.M. at 7/A, Vakil Villa, H.F. Society Road End, Jogeshwari (East) Mumbai 400 060.

___________________________ Signature of Shareholder/Proxy

*Applicable to Shareholders holding shares in electronic form;Note: Please fill the attendance slip and hand it over at the entrance of the Meeting Hall.

ELECTRONIC VOTING PARTICULARS

Note: Please read instructions given in the Notice of the 25th Annual General Meeting carefully before voting electronically. ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Password/PINUser IDREVEN (Remote E-voting Event Number)

121


NUTRAPLUS INDIA LIMITEDRegd. Office: 7/A Vakil Villa,H F Society Road End, Jogeshwari (W), Mumbai – 400 060

Tel No.: 022-28348587, 28212191, Fax No.: 022-28212192 E-mail: [email protected]: www.nutraplusindia.com

CIN: L24230MH1990PLC055347PROXY FORM

[Pursuant to Section 105 (6) of the Companies Act, 2013 read with Rule 19 (3) of the

Companies (Management and Administration) Rules, 2014]Name of the Member(s):Registered address:E-mail Id:Folio No/Client ID:DP ID:

I/ We being the member(s) of ______________________shares of the Nutraplus India

Limited hereby appoint:

1.Name:___________________________________________________________________Address:___________________________________________________________________E-mail Id: _________________________ Signature: _____________________________or

failing him;


failing him;


failing him;

as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ behalf at the 25th

Annual General Meeting of the Company to be held on 30 TH September 2015 at 11.00

a.m. at 7/A Vakil Villa, H F Society Road End, Jogeshwari (W), Mumbai – 400 060 and at any

adjournment thereof in respect of resolutions, as indicated below:

122


Signed this ……………...... day of …………….. 2015.

Signature of shareholder(s):______________________________

Signature of Proxy holder(s):_____________________________

Note:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the Commencement of the Meeting.A Proxy need not be a member of the Company.Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

AFFIX RE.1/- REVENUE

STAMP

ItemNo.

Description Type ofresolution(Ordinary /Special)

I / We assentto theresolution(For)

I / We dissentto theresolution(Against)

1Adoption of Standalone and Consolidated Accounts of the Company

2

3

4

5

6

7

8

9

10

Re-appointment of Mr. Mukesh Naik who is retiring by rotation

Appointment of Statutory Auditor and Fixing of its remunerationApproval of selling of entire stake of Nutraplus Generic Medicines & Health Care Products Limited

Increase in Authorised Share Capital from 20 Crores to 30 Crores.Alteration of Articles of Association

Appointment of Mr. Narayan Pasari as an Independent Director of the Compnay

Appointment of Mr. B.G. Daga as an Independent Director of the Compnay

Appointment of Ms. Nidhi Naik as a Directorof the Company

Appointment of Cost Auditor of the Company

Ordinary

Ordinary

Ordinary

Special

Ordinary

Ordinary

Ordinary

Ordinary

Special

Special

123


Book - Post

if Undelivered please return to :

NUTRAPLUS INDIA LIMITEDRegd. Office : 7/A, Vakil Villa,H.F.Society Road End,Jogeshwari (East) Mumbai - 400 060


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