REPORT OF DIRECTORS:

TO THE MEMBERS,

Your directors have pleasure in presenting their Twenty First Annual Report together With Audited Statement of Accounts of the Company for the year ended 31" March, 2015.

BUSINESS OPERATIONS & PROSPECTS:

During the year under review your company has sales turnover of Rs.8.93 Cr (in respect of its existing activities) with increase of 34.71 % over the previous year.

DIVIDEND:

Your Directors do not propose any dividend on Equity Shares for the period ended 31" March, 2015.  

SHARE CAPITAL,:

The paid-up equity share capital as on 31" March, 2015 was Rs. 44,805,000/-. There was no public issue, right issue, bonus issue or preferential issue etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The board of Directors duly met 4 times in a year and in respect of these meetings proper notices were given and the proceedings were properly recorded in the minute's book of the company maintained for this purpose under the Companies Act, 2013.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company has no any subsidiary, joint venture or associate companies.  

DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U/S149 (10):

The board of the company consist of 6 Directors, out of which three are independent Directors, one Managing Director and two whole Directors. All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the company and placed at the Board Meeting of the company held on 28"' May, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate report of Management Discussion and Analysis is attached as a part of the Annual report.  

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith. 

MARKETING:

Your Company has continued manufacturing agreement with Reckit Benckiser India Ltd., for sales of Isabgol Husk based product 'Fybogel', Abbott Healthcare Pvt. Ltd., for sales of 'FABOLITE', Karnataka Antibiotics & Pharmaceuticals Ltd for sale of 'Husky', BAPS Herbal Care for sale of 'Easylax Powder", Rhine Biogenics Pvt. Ltd. for sale of 'Trugol Powder'.&Apollo Hospitals Enterprise Ltd., for sales of'AP Sat-lsabgol'. Your company is also manufacturing Isabgol based for Kinedex Healthcare Pvt. Ltd., i.e. Laxovel Group of Products.

EXPORT:

During the period under review your company exported Rs. 2,19,04,519.30 (US$ 365573.00). The Company continued its focus on development of Export Markets, for for Fibron SF Powder, Albendazole Bolus and Fibermate (Isabgol based formulations) to supplement the present low domestic demand situation.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the Management Discussion and Analysis Report are annexed to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors confirm:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The company has prepared the attach annual statement for the year ended 31"March, 2015 a going concern basis.

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. There is proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITORY SYSTEM:

Trading in shares of your company has commenced in Dematerialized form in B2 group in terms of notification issued by Securities & Exchange Board of India (SEBI). Your Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares in Dematerialized form.

LISTING FEES:

Your Company has paid Listing Fee for the year 2015-16 at Bombay Stock Exchange Ltd. The Company has already completed the procedure for De-Listing of Share from Ahmedabad Stock Exchange Limited as per amended SEBI Guideline and awaiting approval the ASE.

INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

LOANS, GUARANTEE AND INVESTMENTS:

Pursuant to the Provision of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, investment made or guarantee given or security provided directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate. The company does not make any investment in securities or give guarantee to any other body corporate. Further, the company has not give any loan to others during the year ended March 31,2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STA1 US OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts ot Tribunals impacting the going concern status of the Company

AUDIT COMMITTEE:

The Audit committee of the Comprises of Mr. Mayankkumar S. Patel, Mr. ChandrakantV. Modhand Mr. HasmukhS.Chavda as Members.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

REMUNERATION AND NOMINATION COMMITTEE:

The Remuneration and Nomination committee of the Comprises of Mr. Mayankkumar S. Patel and Mr. ChandrakantV. Modh as Members.

The details of terms of reference of the Remuneration and Nomination Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

DIRECTORATE:

Shri Jashodaben S. Patel, will be retiring at the ensuring Annual General Meeting and being eligible offers himself for being re-appointment. Shri Hasmukh S. Chavda, will be retiring at the ensuring Annual General Meeting and being eligible offers himself for being re-appointment.

i PERSONNEL:

There are no employees covered Under Section 197 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to this report.

INTERNAL CONTROLAND ITS ADEQUACY:

The company has adequate internal controls and processes in place with respect to its financial statements which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of Companies Act, 2013 is not applicable to our company. So company has not taken any initiatives for development and implementation of corporate social responsibility during the year.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Particulars with respect to Conservation of Energy as per Section 134 of the Companies Act, 2013 read with the (Disclosures of particulars the Report of Board of Directors) Rules, 1988 and forming part of the Directors.

AUDITORS:

M/s. Kantilal Manilal Shah & Co., (Chartered Accountants) Auditors, of the company retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

COST AUDITORS & COST AUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 148(3) of the Companies Act, 2013, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company. Not applicable.

SECRETARIAL AUDITORS:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Aiay Parikh& Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the company for the financial year ended March 31,2015. The Secretarial Audit Report is annexed herewith as annexure. There are no qualifications, reservation or disclaimer made by the auditor in the report.

EXPLANATION OR COMMENTS BY THE BOARD FOR INTERNAL AUDITOR AND KEY MANAGERIAL PERSONNEL:

Internal Auditor

The Board has clarified under section 138 of Companies Act, 2013 read with Rule 13 of The Companies (Accounts) rules, 2014 that the Company has qualified and strong management staff. Also, the company has very less turnover of approximate Rs. 9 crs for the year under review and paid up share capital is Rs. 4.48 crs. However, the Board will appoint Internal Auditor soon for the current financial year.

Key Managerial Personnel CFO/CS:

The Board has clarified under section 203(1 )(iii) of Companies Act, 2013, they have already appointed senior person who has experience over 10 years in Finance and Accounts and the Board will file his appointment as a CFO very soon.

The Board has firmly assured under section 203(1 )(ii) of Companies Act, 2013 that the Board of Directors are trying to appoint Company Secretary, but they could not find any suitable candidate for the same as the company is situated at remote area in between Unjha and Sidhpur highway. However, the Board will appoint Company Secretary for the current year soon.

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ iexplanation. The notes on financial statements are self-explanatory, and needs no further explanation.Further the Auditor's Report for the Financial year ended 31" March, 2015 is annexed herewith foryour kind perusal and information.

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the company with promoters, Directors or key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

The details of the transactions with Related Party are provided in the accompanying financial statements.

RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the company's businesses. Risk management is a structures approach to manage uncertainty. A formal enterprise wide approach to risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in theifdecision making. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business, systems and processes, such that our responses to risk remain current and dynamic.

INSURANCE:

All the properties of the Company including Building, Plant & Machinery, Stock and Stores have been adequately insured.  

CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is appended.  

APPRECIATION:

Your Directors express their sincere thanks for the co-operation and assistance received from Dena Bank. Your Directors also express their gratitude to the investors, Employees, Agents, Dealers and Consumers of the Company for their valuable support and continued confidence report in the company.

By order of the Board

 (CHAIRMAN CUM MD)

 DATE: 28.05.2015