డైరెక్టర్ల నివేదిక Starsource Multitrade Ltd.

Mar 31, 2024

The Board of Directors take pleasure in presenting the Eighty Two Annual Report together with the
Audited Financial Statements for the year ended 31^st March, 2024. The Management Discussion and
Analysis has also been incorporated into this report.

1. OVERVIEW :

The Financial Statements have been prepared provisions of Section 129 read with Schedule III of
Companies Act, 2013 and in accordance with the Indian Accounting Standards under the Companies
(Indian Accounting Standards) Rules, 2015 and under Section 133 of the said Act read with Rule 3 of
the Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting
Standard) Accounting Rules, 2016. Our management accepts responsibility or the integrity and
objectivity of these financial statements, as well as for various estimates and judgments used therein.
The estimates and judgments relating to the financial statements have been made on a prudent and
reasonable basis, so that the financial statements reflect in a true and fair manner the form and
substance of transactions, and reasonably present our state of affairs, profits and cash flows for the
year.

2. FINANCIAL RESULTS :

Particulars	31/03/2024 (Amount in Thousand)	31/03/2023 (Amount in Thousand)
Income
- Revenue from Operations	-	-
- Other Income	18381.98	2951.39
Profit Before Tax and Depreciation	16518.41	600.96
Less: Depreciation	82.71	131.01
Profit After Depreciation but Before Tax	16352.98	731.97
Less: Tax Expenses for the Current Year	1662.36	114.19
Less: Tax Expenses Adjustment Previous Year	3.94	(18.10)
Less: Deferred Tax Expenses/(Incomes)	1687.74	(1044.62)
Less: MAT Credit Entitlement	1077.70	1207.46
Profit After Tax	12003.96	473.03
Earning Per Share (Nominal Value of Share '' 10/-) Basic & Diluted	8.00	0.32

3. DIVIDEND :

IIn order to conserve funds for the business of the Company, the Board of Directors do not
recommend any dividend for the financial year 2023-2024.

4. SHARE CAPITAL :

The paid-up Equity Share Capital as on 31^st March, 2024 was '' 1.5 Crore. During the year under
review, the Company has not issued shares with differential voting rights nor granted stock options
nor sweat equity.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS :

The Board of Directors of the Company are exploring new business opportunities.

6. OUTLOOK, OPPORTUNITIES AND THREATS :

The Board of Directors of the Company perceive the outlook of the Company with optimism.

7. RISK AND CONCERN :

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of the Companies Act,

2013. This framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company''s competitive advantage. The business risk policy defines the
risk management approach which helps in identifying risks trend, exposure and potential impact
analysis at a Company level as also separately for business segments. The detailed risk
management policy has been hosted on the website of the Company. There are no perceived risks in
the present activity.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has in place well defined and adequate internal controls commensurate with the size of
the Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit Function (IA). To maintain its objectivity and
independence, the IA Department evaluates the efficacy and adequacy of internal control system, its
compliance with operating systems and policies of the Company and accounting procedures at all
locations of the Company. Based on the report of IA function, process owners undertake corrective
action in their respective areas and thereby strengthening the controls. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale
and complexity of its operations. The Company has policies and procedures in place of ensuring
proper and efficient conduct of the business, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records and timely
preparation of reliable financial information.

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni &
Associates LLP as an Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the
Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy, which has
also been hosted on website of Company.

9. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED
DURING THE YEAR :

Mr. Bhavin Sheth (Din: 00114608), Director of the Company is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Ashok Somani ceased to Compliance Officer of the Company w.e.f. 24^th May, 2023.

Ms. Unnatti Jain has appointed Company Secretary and Compliance Officer of the Company w.e.f.
24^th May, 2023.

Pursuant to the amendments in the Companies (Appointment and Qualification of Directors) Rules,

2014, all the Independent Directors of the Company have registered themselves with the Databank of
Independent Directors. The Directors who were not exempted from the requirement of appearing in
the online proficiency test, have successfully qualified in the same.

10. INDEPENDENT DIRECTORS :

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015) for fulfilment of their responsibilities in
a professional and faithful manner and to promote confidence of the investment community,
particularly minority shareholders, regulators of the Company.

Independent Directors play an important role in their governance process of the Board. They bring to
bear their expertise and experience on the deliberations of the Board. This enriches the decision
making process at the Board with different point of view and experiences and prevents conflict of
interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. The Nomination and
Remuneration Committee identifies potential candidates based on certain laid down criteria and
takes in to consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years from their respective
dates of appointment.

None of the Independent Directors serves as "Independent Directors" in more than seven listed
entities.

During the year under review, the Independent Directors met on January 31, 2024, inter alia, to
discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a
whole.

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of
the Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.

(d) Other related matters.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process,
the Board''s freedom to express its views on matters transacted at the meetings and the openness and
transparency with which the Management discusses various subject matters specified on the agenda
of meetings.

11. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIRIAZATION
PROGRAMME FOR EXISTING INDEPENDENT AND NON-INDEPENDENT DIRECTORS :

An appropriate induction programme for new Directors and ongoing familiarization with respect to the
business/working of the Company for all Directors is a major contribution for meaningful Board Level
deliberations and sound business decisions.

At the time of appointing a Director, a formal letter of appointment is given to him/her which, interalia,
explains his/her role, function, duties and responsibilities and the Board''s expectations from him/her
as a Director of the Company. The Director is also explained in detail the compliances required from
him/her under the Act, SEBI Regulations and other relevant regulations and his/her affirmation taken
with respect to the same.

A Presentation is also shared with newly appointed Director giving an overarching perspective of the
industry, organizational set-up of the Company, the functioning of various divisions/departments, the
Company''s market in which it operates, governance and internal control process and other relevant
information pertaining to the Company''s business.

The above initiatives help the Directors to understand the Company, its business and the regulatory
framework in which the Company operates and equips him/her to effectively fulfill his/her role as the
Director of the Company.

12. COMPOSITION OF BOARD OF DIRECTORS :

The Company''s Board comprises of Six Directors -Two of them are Executive Directors, One is Non¬
Executive Non-Independent Director and remaining three are Non-Executive Independent Directors.
The Chairman of the Board is Executive Director. The number of Non-Executive Independent
Directors is 50% of the total strength of the Board.

During the year, there were Four (4) Board Meetings held on 24/05/2023, 27/07/2023, 27/10/2023,
and 29/01/2024. The attendance of the Directors in the Board Meetings and last Annual General
Meeting is given here below-

Name of the Director	Category and Desig¬ nation	No. of Board Meetings attended during the year	Whether attended last AGM	No. of Directorship in other Limited Companies	No. of Membership of committees other than the Company	No. of Chairmanship of committees other t han the Company
Mr. Bhavin Sheth	ED	04	Yes	01	Nil	Nil
Mr. Ashok Somani	ED	04	Yes	01	Nil	Nil
Mrs. Shanta Somani	NED	04	Yes	Nil	Nil	Nil
Mr. Mathura Prasad Sharma	ID	04	Yes	Nil	Nil	Nil
Mr. Toby Antony	ID	04	Yes	Nil	Nil	Nil
Mr. Nandkumar Pareek	ID	04	Yes	01	Nil	Nil

Meetings held during the year are expressed as number of meetings eligible to attend.

ED - Executive Director
NED - Non- Executive Director
ID - Independent Director

13. BOARD COMMITTEES :

The Board has constituted the following Committees of Directors:

(a) AUDIT COMMITTEE :

The constitution of Audit Committee meets with the requirements of Section 178 of the Companies
Act, 2013.

i. Terms of Reference :

The Audit Committee acts as link between Statutory and Internal Auditor and the Board of
Directors. It assists the Board in fulfilling its oversight responsibilities of monitoring financial
reporting processes, reviewing the Company''s statutory and internal audit activities. Majority of
the members on the Committee, including the Chairman are Independent Directors. The
Committee is governed by a Charter which is in line with the regulatory requirements mandated
under Section 177 of the Companies Act, 2013 read with the Rule 6 of The Companies (Meetings
of Board and its Powers) Rules, 2014 and SEBI Regulations. The terms of reference of the Audit
Committee are as follows -

(1) oversight of the listed entity''s financial reporting process and the disclosure of its financial
information to ensure that the financial statements is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

(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''s 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) modified opinion(s) 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 commendations to the board to take up steps in this
matter;

(7) reviewing and monitoring the auditor''s independence and performance, and effectiveness
of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related
parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity, 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;

(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 non-payment of declared dividends) and creditors;

(18) To review the functioning of the whistle blower mechanism;

(19) Approval of appointment of chief financial officer 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;

(21) Review of Management''s discussion and analysis of financial condition and results of
operations;

(22) Review of Statement of significant related party transactions (as defined by the audit
committee), submitted by management;

(23) Review of Management letters / letters of internal control weaknesses issued by the
statutory auditors;

(24) Review Internal audit reports relating to internal control weaknesses; and

(25) Review the appointment, removal and terms of remuneration of the chief internal auditor;

(26) Review of Statement of deviations if any; and

(27) Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee and any other terms of reference as may be decided by the Board or specified/
provided under the Companies Act, 2013 or Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") or
by any other regulatory authority.

ii. Composition :

The Audit Committee comprises of three members, all of which are Independent Directors.

Following are the members of the committee :

1. Mr. Nandkumar Pareek - Chairman

2. Mr. Toby Antony - Member

3. Mr. Mathura Prasad Sharma - Member

The Audit Committee met for Four (4) times during the year i.e. on 24/05/2023, 27/07/2023,

27/10/2023, and 29/01/2024. The attendance of Members at the Audit Committee was as

follows:

Name of Director	Category	Meetings during the year 2023-2024
		Held	Attended
Toby Antony	Member	4	4
Mr. Mathura Prasad Sharma	Member	4	4
Mr. Nandkumar Pareek	Chairman	4	4

Meetings held during the year are expressed as number of meetings eligible to attend.

iii. The Powers of the Audit Committee include :

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

iv. Internal Financial Controls and Governance Process :

a. Review the adequacy and effectiveness of the Company''s system and internal controls.

b. Review and discuss with the Management, the Company''s major financial risk exposures
and steps taken by the Management to monitor and control such exposure.

c. To oversee and review the functioning of vigil mechanism (implemented in the Company as
Ethical view Reporting Policy) and to review the findings of investigations into cases of
material nature and the actions taken in respect thereof.

All the Members of the Audit Committee possess the requisite qualification for appointment on
the Committee and have sound knowledge of finance, accounting practices and internal
controls.

The Representative of the Statutory Auditors are permanent invitees to the Audit Committees.
They have attended all the Audit Committee Meetings held during the year. The Chief Financial
Officer (CFO) attended the meetings of Committee. The Company Secretary is the Secretary to
the all the Committee Meetings of the Company.

(b) STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Stakeholders Relationship Committee comprises of three Members all of which are Independent

Directors. The Committee is governed by a Charter.

i. Terms of Reference :

The terms of reference of the Committee are as follows -

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrants issued / to
be issued by the Company;

b) To decide all questions and matters that may arise in regard to transmission of shares /
debentures / warrants issued / to be issued by the Company;

c) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those
reported lost;

d) To refer to the Board and any proposal of refusal of registration of transfer of shares /
debentures / warrants for their consideration;

e) To look into Shareholders and investors complaints like transfer of shares, non- receipt of
annual reports, non-receipt of declared dividends, etc.;

f) To delegate all or any of its powers of Officers/ Authorized Signatories of the Company;

g) To issue new certificates against subdivision of shares, renewal, split or consolidation of
share certificates / certificates relating to other securities;

h) To issue and allot debentures, bonds another securities, subject to such approvals as may be
required;

i) To approve and monitor Dematerialization of shares / debentures / other securities and all
matters incidental or related thereto;

j) To authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt
of declared dividend/interest, change of address for correspondence etc. and to monitor
action taken.

ii. Composition :

The constitution and terms of reference of the Stakeholders Relationship Committee is in
pursuance of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 178(5) of the Companies Act, 2013.

Following are the members of the committee :

1. Mr. Nandkumar Pareek - Chairman

2. Mr. Toby Antony - Member

3. Mr. Mathura Prasad Sharma - Member

The Committee met Four (4) times during the year i.e. on 24/05/2023, 27/07/2023, 27/10/2023,
and 29/01/2024. The attendance of Members at the Stakeholder Relationship Committee was
as follows:

Name of Director	Category	Meetings during the year 2023-2024
		Held	Attended
Mr. Toby Antony	Member	4	4
Mr. Mathura Prasad Sharma	Member	4	4
Mr. Nandkumar Pareek	Chairman	4	4

Meetings held during the year are expressed as number of meetings eligible to attend.
iii. Powers of the Committee :

The Powers of the Stakeholder Relationship Committee include :

(i) To approve and monitors transfers, transmission, splitting and consolidation of securities and
issue of duplicate certificates by the Company;

(ii) To look into various issues relating to shareholders, including the redressal of Shareholders'' and
investors'' complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc.; and

(iii) To carry out the functions envisaged under the Code of Conduct for Prevention of Insider trading,
which is effective from 15^th May, 2015.

Details of Investor Complaints Received and Redressed during the year 2023-24 are as follows:

Opening balance	Received during the year	Resolved during the year	Closing balance
0	1	1	0

(c) NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee is governed by a Charter. The Chairman along with

the other members of the Committee are Independent Directors.

i. Terms of Reference :

The terms of reference of the Committee inter alia include the following -

(1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board
of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the board of
directors their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

ii. Composition :

The Composition of the Committee is composed pursuant to the Section 178 of the Companies

Act, 2013.

Following are the members of the committee :

1. Mr. Nandkumar Pareek - Chairman

2. Mr. Toby Antony - Member

3. Mr. Mathura Prasad Sharma - Member

The Nomination and Remuneration Committee met for one time during 2023-2024 i.e. on
29/01/2024.

Name of Director	Category	Meetings during the year 2023-2024
		Held	Attended
Mr. Toby Antony	Member	1	1
Mr. Mathura Prasad Sharma	Member	1	1
Mr. Nandkumar Pareek	Chairman	1	1

Meetings held during the year are expressed as number of meetings eligible to attend.
INDEPENDENT DIRECTORS MEETING :

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors of the Company shall hold at least one meeting in a year without the presence of Non
Independent Directors and members of the management. All the independent directors shall strive to
be present at such meeting

The independent directors in their meeting shall, inter alia-

(a) Review the performance of non-independent directors and the board of directors as a whole;

(b) Review the performance of the chairperson of the listed entity, taking into account the views of
executive directors and non-executive directors;

(c) Assess the quality, quantity and timeliness of flow of information between the management of the
listed entity and the board of directors that is necessary for the board of directors to effectively
and reasonably perform their duties;

Independent Directors met 1 (one) time during the year on January 29, 2024 and attended by all the
Independent Directors i.e. Mr. Nandkumar Pareek, Mr. Toby Anthony and Mathura Prasad Sharma.

14. BOARD EFFECTIVENESS :

a. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS :

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has put in place a familiarization program for the Independent
Directors to familiarize them with their role, rights and responsibility as Directors, the working of
the Company, nature of the industry, in which the Company operates the business model etc.
The same is also available on the website of the Company and can be accessed.

b. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the
annual performance evaluation of the working of its Audit, Nomination and Remuneration and
Stakeholders Relationship Committee respectively. The Chairman of the Board of Directors
individually get an overview of the functioning of the Board and its constituents interalia on the
following broad criteria i.e. attendance and level of participation independence of judgment
exercised by Independent Directors, interpersonal relationship etc.

A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgement safeguarding the interest of the Company and its
minority shareholders etc. The performance evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors who also reviewed the performance of
the Secretarial Department. The Directors expressed their satisfaction with the evaluation
process.

c. KEY MANAGERIAL PERSONNEL :

The following persons have been designated as Key Managerial Personnel of the Company
pursuant to the Section 2 (51) and 203 of the Companies Act, 2013 read with rules thereunder -

1. Mr. Ashok Somani - Chief Financial Officer and Director

2. Mr. Bhavin Sheth - Chief Executive Officer and Director

3. Ms. Unnatti Jain - Company Secretary and Compliance Officer of the Company

During the year under review, Mrs. Unnatti Jain appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 24^th May, 2023.

15. MEETINGS :

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under
review there were Four (4) Board Meetings, Four (4) Audit Committee Meetings, Four (4),
Stakeholders Relationship Committee Meetings and One (1) Nomination and Remuneration
Committee Meeting were convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.The attendance of Meetings are enumerated in

thp> tah|p> hp>ln\A/ _

Board Meetings Held During the Year
Sr.	Date on which the Board Meeting	Total Strength of the	No. of Directors
No.	was held	Board	Present
1.	24/05/2023	6	6
2.	27/07/2023	6	6
3.	27/10/2023	6	6
4.	29/01/2024	6	6

	Audit Committee Meetings Held During the Year
Sr.	Date on which the Commmittee	Total Strength of the	No. of Members
No.	Meeting was held	Committee	Present
1.	24/05/2023	3	3
2.	27/07/2023	3	3
3.	27/10/2023	3	3
4.	29/01/2024	3	3

	Stakeholders Relationship Committee Meetings Held During the Year
Sr.	Date on which the Commmittee	Total Strength of the	No. of Members
No.	Meeting was held	Committee	Present
1.	24/05/2023	3	3
2.	27/07/2023	3	3
3.	27/10/2023	3	3
4.	29/01/2024	3	3

Nomination and Remuneration Committee Meetings Held During the Year
& o
Sr. No.	Date on which the Commmittee Meeting was held	Total Strength of the Committee	No. of Members Present
1.	29/01/2024	3	3

Independent Director Meeting Held During the Year
Sr. No.	Date on which the Commmittee Meeting was held	Total Strength of the Committee	No. of Members Present
1.	29/01/2024	3	3

16. DIRECTOR''S RESPONSIBILITY STATEMENT :

In terms of Section 134 of the Companies Act, 2013, We, the Directors of Chemo Pharma
Laboratories Limited, state in respect of Financial Year 2023-2024 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures.

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

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

d) The Directors have prepared the Annual Accounts on a going concern basis.

e) The Directors have ensured that Proper Internal Financial Controls were in place and that the
financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws
and were in place and were adequate and operating effectively.

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS :

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to Financial Statements.

18. RELATED PARTY TRANSACTIONS :

There was one Related Party Transactions pursuant to Section 188 (1) of the Companies Act, 2013
read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosures pursuant to Accounting Standards on related party transactions have been made in the
note no. 19 of Notes to Financial Statements.

The policy on Related Party Transaction approved by the Board has been hosted on the website of
the Company.

19. DEPOSITS :

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Rules framed thereunder.

20. PARTICULARS OF EMPLOYEES :

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of
employees of the Company can be obtained by an interested shareholder by submitting a written
request to the Company. This practice is followed as per the provisions of Section 136 (1) of the Act.
Thus, the Report and the Accounts are being sent to all Shareholders, excluding the information on
employees'' particulars under Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the
Members at the Registered Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company in this regard.

21. STATUTORY AUDITORS :

The Auditors, M/s Sanjay Rane & Associates LLP, Chartered Accountants were appointed as
Statutory Auditors for a period of five continuous years from the conclusion of 79^th AGM held during
the year under review till the conclusion of 84^th AGM.

Certificate from the Auditors has been received to the effect that they are eligible to act as auditors of
the Company and their appointment would be within the limits as prescribed under Section 141 of the
Act.

The Auditors have confirmed that they have subjected themselves to the peer review process of ICAI
and hold valid certificate issued by the Peer Review Board of the ICAI.

As per the requirement of SEBI Regulations, the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and the
same has been put up in the Notice of Annual General Meeting for approval of the members of the
Company.

However, as per Companies (Amendment) Act, 2017 notified on 7^th May, 2018 the provisions
regarding the ratification of auditor has been done away

22. AUDITOR''S REPORT :

The Statutory Auditors for the financial year ended March 31, 2024 does not contain any adverse
comments or qualifications on the financial statements of the Company.

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

There is no material transaction during the year.

24. SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors appointed M/s. Kavita Khatri & Associates, Practising Company Secretaries, as Secretarial
Auditor of the Company for the financial year 2023-24. The Report of the Secretarial Auditors is
enclosed as "Annexure C" to this report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

25. INTERNAL AUDIT :

The Board of Directors on recommendation of Audit Committee appointed M/s. Sarda Soni
Associates LLP, Practicing Chartered Accountants, to undertake the Internal Audit of the Company
pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014.

26. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo, etc. are not given as there has not been any
manufacturing operation during the under report. A copy of Statements of Particulars under the
Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been
Annexed along with Board''s Report in "Annexure B".

27. ANNUAL RETURN :

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 of Companies (Management and
Administration) Rules, 2014 the Annual Return of the Company as on March 31,2024 is available on
company''s website at www.thechemopharmalaboratoriesltd.com

28. CORPORATE GOVERNANCE :

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, which is effective from 01st December, 2015, the Company is not required to
comply with provisions of Corporate Governance as its Paid-up capital is less then Rs. 10 Crore and
its net worth is also less than Rs. 25 Crore as on 31/03/2024.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

The Company has a Vigil Mechanism/ Whistle Blower Policy in place since 2014 pursuant to the
Section 177(9) of the Companies Act, 2013 read with Rule 7 of (the Companies of Board and its
Powers) Rules, 2014 for reporting the genuine concerns of Directors and Employees and also
provide adequate safeguards against victimization of persons who use such mechanism. The details
of this policy are published on the website of the Company.

30. INTERNAL FINANCIAL CONTROL POLICY :

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Company''s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.

31. CODE OF CONDUCT OF INDEPENDENT DIRECTORS :

As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors have
adopted Code of Conduct of Independent Director in its meeting held on 26/09/2014, for the
fulfillment of their responsibilities in a professional and faithful manner and to promote confidence of
the investment community, particularly minority shareholders, regulators of the Company, a copy of
detailed policy is published on the website of the Company.

32. PERFORMANCE EVALUATION POLICY :

As per the Listing Agreement entered into with the Company, every Listed Company needs to adopt
Performance Evaluation Policy for annual evaluation of the Board of Directors and of its own
performance (self-appraisals) and that of its committees and individual Directors as mentioned under
the Clause (p) of Sub-section (3) of Section 134 of the Companies Act, 2013.The Company adopted it
in its meeting dated 29/09/2014, details of this Policy is published on the Website of the Company.

33. RISK MANAGEMENT POLICY :

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable
growth and sound corporate governance by having a process of risk identification and management
in compliance with the provisions of the Companies Act, 2013.

34. ADOPTION POLICIES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 :

The Board of Directors had adopted the policies prescribed under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in its meeting dated 21st January, 2016, copies of
which is hosted on website of the Company.

The Polices which were adopted are as follows -

a. Archival Policy

b. Policy on Determination of Materiality of Events or Information Materiality

c. Policy on Preservation of Records

d. Policy on Materiality of Related Party

35. PREVENTION OF SEXUAL HARRASEMENT OF WOMEN AT THE WORKPLACE :

TThe Company is an equal opportunity provider and continuously strives to build a work culture which
promotes the respect and dignity of all employees across the Organization. In order to provide
women employees a safe working environment at workplace and also in compliance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed there-under, the Company has formulated a well defined

policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women
at the workplace. All women who are associated with the Company either as permanent employees
or temporary employees or contractual persons including service providers at Company sites are
covered under the above policy. The said policy has been uploaded on the website of the Company.

An Internal Complaint Committee (ICC) has been set up comprising of two female and one male
employee. One of the female employees is the Chairperson and a female member is the Secretary of
the Committee. There is one external male member on the Committee who is a specialist in dealing
with such matters. Apart from the above, there is one female nodal person to receive and forward
complaints either to the First Instance Person (FIP).

36. PROHIBITION OF INSIDER TRADING :

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which
came into force on 15th May, 2015. Pursuant thereto, the Company has formulated and had adopted
a Code for Prevention of Insider Trading. Further the SEBI notified Securities and Exchange Board of
India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 on 31^st December, 2018
directing the listed entities to adopt revised code of conduct as per the amendments listed in the
circular.

The Company adopted the new Code of Conduct for Prevention of Insider Trading to Regulate,
Monitor and Report Trading by Insiders. This code is applicable to all key managerial personnel,
connected persons and designated person of the Company and the persons who have access to
unpublished price sensitive information relating to the Company.

The Board of Directors in its meeting held on 27^th May, 2019 adopted the policy. A Copy of Detailed
Policy is hosted on the website of the Company.

37. GENERAL BODY MEETINGS :

(a) Location and time where last three Annual General Meetings were held:

Annual General Meetings

Financial Year	Date	Time	Location	No. of Special Resolutions passed
2022-2023	25/09/2023	04:00 p.m.	At Registered Office - Kumud Apt, Kalyan, Thane	Nil
2021-2022	08/09/2022	04:00 p.m.	At Registered Office - Kumud Apt, Kalyan, Thane	Nil
2020-2021	01/09/2021	04:00 p.m.	Conducted through VC	5

No resolution has been passed through Postal Ballot

38. OTHER DISCLOSURES :

a. Subsidiary Companies :

The Company has No Subsidiary Companies.

b. Disclosure of Accounting Treatment :

In the preparation of financial statements, the Company has followed the Accounting Standards
issued by the Institute of Chartered Accountants of India along with Indian Accounting Standards
under the Companies (Indian Accounting Standards) Rules, 2015 to the extent applicable. The
Financial Statements have been prepared on their historical cost convention and in accordance
with the normally the normally accepted accounting principles on accrual basis.

39. MEANS OF COMMUNICATION :

1. Quarterly Results:

The Company has submitted Audited and Un-audited Quarterly Results to the Bombay Stock
Exchange.

2. Newspapers wherein normally published: Free Press Journal, Mumbai Nav Shakti, Active

Times and Mumbai Lakshwadeep.

3. Whether Management Discussion & Analysis Report is a part of Annual Report : Yes.

40. GENERAL SHAREHOLDER INFORMATION :

(a) AGM DATE, TIME AND VENUE : Annual General Meeting will be held on Monday, September

23, 2024 at the Registered Office of the Company situated at 5, Kumud Apartment CHS Limited,
Karnik Road Chikan Ghar, Kalyan, Thane - 421 301 at 04:00 p.m.

(b) FINANCIAL CALENDAR FOR 2024-2025 :

Tentative Schedule

Un-audited Results for quarter ending June 30, 2024	upto 14th August, 2024
Un-audited Results for quarter ending September 30, 2024	upto 14th November, 2024
Un-audited Results for quarter ending December 31,2024	upto 15th February, 2025
Audited Annual Results for the year ending March 31,2025	upto 30th May, 2025

(c) DATE OF BOOK CLOSURE AND RECORD DATE : Share Transfer Register will be closed from
September 17, 2024 to September 23, 2024 (both days inclusive) and Record Date will be
September 16, 2024

(d) Dividend payment date: Not Applicable

(e) Company''s Shares are listed on Bombay Stock Exchange

(f) Stock Code: 506365

(g) MARKET PRICE DATA: HIGH, LOW DURING EACH MONTH IN LAST FINANCIAL YEAR
(2023-2024)

Month	BSE Price (Rs.)
	High	Low
April, 2023	43.03	37.05
May, 2023	40.22	32.49
June, 2023	36.41	29.80
July, 2023	35.38	27.17
August, 2023	38.30	31.59
September, 2023	37.00	28.31
October, 2023	42.44	28.00
November, 2023	46.40	40.00
December, 2023	65.90	40.38
January, 2024	80.00	63.18
February, 2024	84.60	68.45
March, 2024	75.00	52.25

(h) REGISTRAR AND SHARE TRANSFER AGENT :

The Registrar and Share Transfer Agent of the Company is Purva Sharegistry (India) Private
Limited (SEBI Reg. No.-INR000001112) for handling and dealing with all aspects of investor
servicing relating to shares in both physical and DEMAT Form.

The Contact Details of our Registrar and Share Transfer Agents are as follows:

Purva Sharegistry (India) Private Limited

Unit No. 9, Shiv Shakti Ind. Estate,

J. R. Boricha Marg, Lower Parel (East), Mumbai - 400011

Tel No. - [phone]

Email Id - [email protected]

(i) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED :

Shares transfers in physical form are registered and returned within a period of 15-20 days from
the date of receipt, in case documents are completed in all respects. The Stakeholders
Relationship Committee meets periodically. The total numbers of shares transferred during the
financial year under review were as below:

Particulars	No. of cases	No. of shares
Transfer	0	0
Other cases	0	0
Name Deletion	6	1050
Transmission	6	500
Total	12	1550

(j) Dematerialization of shares and liquidity: Yes

(k) Outstanding GDRs/Warrants, Convertible Bonds, conversion date and its impact on equity: Nil

(l) DISTRIBUTION OF SHARES AS ON 31/03/2024 :

DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH, 2024 INE320M01019 - CHEMO PHARMA LABORATORIES LIMITED
Sr.No.	Category (Equity Shares)	No. of Shareholders	% of Shareholders
1	1 - 100	4685	74.82
2	101-200	790	12.62
3	201-500	544	8.69
4	501-1000	152	2.43
5	1001-5000	78	1.25
6	5001-10000	8	0.13
7	10001-100000	4	0.06
8	100001 and Above	1	0.02
	Total	6262	100

(m) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH
RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014 :

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect
of employees of the Company can be obtained by an interested shareholder by submitting a
written request to the Company Secretary. This practice is followed as per the provisions of
Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders,
excluding the information on employees'' particulars under Section 197 of the Act read with Rule
5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(n) REDRESSAL OF SHAREHOLDERS GRIEVANCE :

The Shareholders of the Company can send their complaints/grievances to either the address of
Registered Office as mentioned above or to the Registrar and Share Transfer Agents or to the
Corporate Office of the Company which is following :

Chemo Pharma Laboratories Limited

3^rd Floor, Empire House, 214, Dr. D. N. Road, Fort, Mumbai - 400 001.

You can also post your query to our Email Address i.e. [email protected]

OR

Purva Sharegistry (India) Private Limited

Unit No. 9, Shiv Shakti Ind. Estate, J. R. Boricha Marg, Lower Parel (E), Mumbai - 400011
You can also post your query to Email Address i.e. [email protected]

41. POSTAL BALLOT :

There were no resolutions passed through Postal Ballot Mode.

42. ANNUAL LISTING FEES :

Pursuant to Regulation 14 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, the Company has paid the Listing Fees for the period 01/04/2023 - 31/03/2024.

Further, the Company has paid Annual Custody Fees for the financial year 2023-24 to both the
depositories namely National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSl) within the stipulated time.

43. ENHANCING SHAREHOLDERS VALUE :

Our Company believes that its Members are among its most important stakeholders. Accordingly, our
Company''s operations are committed to the pursuit of achieving high levels of operating performance
and cost competitiveness, consolidating and building for growth, enhancing the productive asset and
resource base and nurturing overall corporate reputation. Our Company is also committed to creating
value for its other stakeholders by ensuring that its corporate actions positively impact the socio¬
economic and environmental dimensions and contribute to sustainable growth and development.

44. CAUTIONARY STATEMENT :

Statements in the Board Report and the Management Discussion and Analysis describing the
Company''s objectives, projections, estimates, expectations or predictions may be ''forward-looking
statements'' within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed in the statement. The Company undertakes no obligation to
publicly update or revise any forward looking statements, whether as a result of new information,
future events, or otherwise. Readers are cautioned not to place undue reliance on these forward
looking statements that speak only as of their dates.

GENERAL :

Your Directors state that no disclosure or reporting is required in respect of the following matters as

• there were no transaction on these matter during the years under review.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

• There has been no change in the nature of business of the Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank or Financial Institution.

• There was no revision in the previous financial statements of the Company.

45. ACKNOWLEDGEMENT :

The Directors of the Company are thankful to the Central and State Government Departments for
their continued guidance and Co-operation. The Directors also gratefully to all valuable stakeholders
of the Company viz. customers, Members, dealers, vendors, banks and other business partners for
the excellent support received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTORS
FOR CHEMO PHARMA LABORATORIES LIMITED

Sd/- Sd/-

DATE : MAY 27, 2024 ASHOK SOMANI N K PAREEK

PLACE: MUMBAI CFO & DIRECTOR DIRECTOR

(DIN - 03063364) (DIN -00105330)

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Seventy Third Annual Report together with the Aaudited Financial Statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS

1. OVERVIEW

The financial statements have been prepared provisions of Section 129 and Schedule III of Companies Act, 2013 and in accordance with the Accounting Principles generally accepted in India including the Accounting Standards specified under Section 133 of the said Act read with Rule 7 of the Companies (Accounts) Rules, 2014. Our management accepts responsibility or the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

2. FINANCIAL RESULTS

Particulars 31/03/2015 31/03/2014

(Rs.) (Rs.)

Income

- Other Income 50,44,016 43,87,594

Profit before Tax and Depreciation 38,39,054 30,62,687

Less: Depreciation - 45,873

Profit after Depreciation but before Tax 38,39,054 30,16,814

Less: Tax Expenses 10,40,000 6,05,000

Profit after Tax 27,99,054 24,11,814

Earning Per Share (Nominal Value of Share 1.84 1.61 Rs. 10/-) Basic & Diluted

3. DIVIDEND

Due to inadequacy of profit, the Directors of the Compnies did not recommend any dividend.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.1.5 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS

Since the Company had discontinued its manufacturing operations few years back, the Directors are exploring new business opportunities.

6. OUTLOOK, OPPORTUNITIES AND THREATS

At present the Company is not carrying any manufacturing operation and hence surplus funds have been deployed in a manner that same can be liquidated at any time to meet Capital requirement of the new business.

7. RISK AND CONCERN

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of the Companies Act, 2013. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk policy defines the risk management approach which helps in

identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The detailed risk management policy has been hosted on the website of the Company. There are no perceived risks in the present activity.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni & Associates as Internal Auditor of the Company. The Company has an Internal Control System which commensurate with the size, scale and skill of its operations. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy which has also been hosted on Company's Website.

9. DIRECTORS

Smt. Shanta Somani (DIN No. - 06974887) was appointed as an Additional Director w.e.f. 26th September, 2014 in the Board Meeting held on 26th September, 2014. She holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing his appointment as the Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors adopted Code of Conduct of Independent Director in its Meeting dated 26/09/2014, for fulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly Minority Shareholders, regulators of the Company.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Smt. Shanta Somani as Chief Executive Officer (CEO) of the Company w.e.f. 26/09/2014 and also appointed Shri. Ashok Somani as Chief Financial Officer (CFO) of the Company w.e.f. 26/09/2014.

Shri. Ashok Somani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri. Ashok Joshi has ceased to be a Director of the Company w.e.f. 01st September, 2014 which has been taken on record in the Board Meeting held on 26th September, 2014.

10. COMPOSITION OF BOARD OF DIRECTORS

The Company's Board comprised of Four Directors - One is Promoter Executive Director, One is Non-Executive Director and two are Non-Executive Independent Directors. The Chairman of the Board is Executive Promoter Director. The number of Non-Executive Independent Directors is 50% of the total strength of the Board.

During the year, Five (05) Board Meetings were held on 23/05/2014, 15/07/2014, 26/09/2014, 20/01/2015 and 16/03/2015. The attendance of the Directors in the Board Meetings and last Annual General Meeting is given here below.

Name Category No. of Whether and Board attended Designation Meetings last AGM attended during the year 2014-2015

Shri. Ashok Joshi ED 3 Yes (resigned w.e.f. 26/09/2014)

Shri. G. K. Joshi ID 5 Yes

Shri. Ashok Somani ED 5 Yes

Shri. Balkishan Lohia ID 5 Yes

Shri. Shanta Somani ED 3 No (Appointed w.e.f 26/09/2014)

Name No. of No. of No. of Directorship Membership Chairmanship in other of of Committees Limited Committees other than the Companies other than Company the Company

Shri. Ashok Joshi Nil 2 Nil (resigned w.e.f. 26/09/2014)

Shri. G. K. Joshi 4 4 4

Shri. Ashok Somani 2 2 Nil

Shri. Balkishan Lohia 5 Nil Nil

Shri. Shanta Somani Nil Nil Nil (Appointed w.e.f 26/09/2014)

ED - Executive Director ID - Independent Director NED - Non - Executive Director

12. BOARD COMMITTEES

The Board has constituted the following Committees of Directors:

(a) AUDIT COMMITTEE:

The constitution of Audit Committee meets with the requirements of Section 178 of the Companies Act, 2013.

i. Terms of Reference

The terms of reference specified by the Board to the Audit Committee are as contained under Section 177 of the Companies Act, 2013 read with the Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014. They are as follows -

1. Review the scope of the Statutory Auditors, the annual audit plan and the Internal Audit Plan with a view to ensure adequate coverage.

2. Review the significant audit findings from the statutory and internal audits carried out on the recommendations and Management's response thereto.

3. Review and recommend to the Board, the appointment/re-appointment of the Statutory Auditors and Internal Auditors considering their independence and effectiveness and their replacement and removal.

4. Approve such additional services to be rendered by the Statutory Auditors except those enumerated in Section 144 of the Companies Act, 2013 and payment for such services.

5. To recommend to the Board the remuneration of the Statutory Auditors/Internal Auditors.

6. To discuss with the Statutory Auditors/Internal Auditors any significant difficulties encountered during the course of the Audit.

7. Review Annual Audit Report submitted by the Internal Auditor.

ii. Composition

The Audit Committee was reconstituted by resignation of Shri. Ashok Joshi and appointment of Shri. Ashok Somani as Member of the Audit Committee in place of Shri. Ashok Joshi, Member of the Audit Committee who has ceased as Director of the Company w.e.f. 26th September, 2014, which has been taken on record by the Board in the Board Meeting held on 26th September, 2014. The reconstituted Audit Committee comprises of the following Members:

1. Shri. G. K. Joshi Chairman

2. Shri. Balkishan Lohia Member

3. Shri. Ashok Somani Member

The Audit Committee met four (4) times i.e. on 23/05/2014, 15/07/2014, 21/10/2014, and 20/01/2015. The attendances of members are as follows:

Name Category Meetings during the year 2014-2015

Held Attended

Shri. G. K. Joshi Chairman 4 4

Shri. Balkishan Lohia Member 4 4

Shri. Ashok Somani Member 2 2

Shri. Ashok Joshi Member 2 2 (resignation from 26th September, 2014)

(b) SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

i. Terms of Reference:

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrants issued / to be issued by the Company.

b) To exercise all powers conferred on the Board of Directors under Article 43 of the Article of Association.

c) To decide all questions and matters that may arise in regard to transmission of shares / debentures / warrants issued / to be issued by the Company.

d) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those reported lost.

e) To refer to the Board and any proposal of refusal of registration of transfer of shares / debentures / warrants for their consideration.

f) To look into Shareholders and Investors Complaints like transfer of shares, non- receipt of annual reports, non-receipt of declared dividends etc.

g) To delegate all or any of its powers of Officers/ Authorized Signatories of the Company.

h) To issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities.

i) To issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

j) To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto.

k) To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non receipt of annual reports, notices, non receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken.

ii. Composition:

There was change in nomenclature of Share Transfer and Shareholders/Investors Grievance Committee to Share Transfer and Stakeholders Relationship Committee as per Section 178 (5) of the Companies Act, 2013 in the Board Meeting held on 23rd May, 2014. The Share Transfer and Stakeholders Relationship Committee was reconstituted by resignation of Shri. Ashok Joshi and appointment of Shri. Ashok Somani as Member of the Share Transfer and Stakeholders Relationship Committee in place of Shri. Ashok Joshi, Member of the Audit Committee who has ceased as Director of the Company w.e.f. 26th September, 2014, which has been taken on record by the Board in the Board Meeting held on 21st October, 2014. The reconstituted Share Transfer and Stakeholders Relationship Committee comprises of the following Members : -

1. Shri. G. K. Joshi Chairman

2. Shri. Balkishan Lohia Member

3. Shri. Ashok Somani Member

The Constitution and Terms of Reference of the Share Transfer and Stakeholders Relationship Committee is in agreement with the guideline prescribed under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Section 178 (5) of the Companies Act, 2013.

The Committee (i) approves and monitors transfers, transmission, splitting and consolidation of securities and issue of duplicate certificates by the Company; (ii) looks into various issues relating to shareholders, including the redressal of Shareholders' and investors' complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc; and (iii) carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading adoption in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading adopted in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

The Committee met Four (4) times i.e. on, 23/05/2014, 15/07/2014, 21/10/2014, and 20/01/2015.

The attendances of members are as follows:

Name Category Meetings during the year 2014-15 Held Attended

Shri. G. K. Joshi Chairman 4 4

Shri. Balkishan Lohia Member 4 4

Shri. Ashok Somani Member 2 2 (Appointed w.e.f. 26th November, 2013)

Shri. Ashok Joshi (resignation Member 2 2 w.e.f 26th September, 2014)

(c) NOMINATION AND REMUNERATION COMMITTEE:

i. Terms of Reference

As per Section 178 of the Companies Act, 2013, every Listed Company is required to constitute a Nomination and Remuneration Committee consisting of three or more Non-Executive Directors out of which not less than one-half shall be Independent Directors. The Company has constituted the Remuneration Committee from 01/04/2014, which is now required to be renamed as 'Nomination and Remuneration Committee'. The Nomination and Remuneration Committee identifies persons who are qualified to become Directors, recommends to the Board their appointment and removal and also carries out evaluation of every Directors performance. The Nomination and Remuneration Committee also formulates the criteria for determining qualifications, positive attributes and Independence of Directors and recommends to the Board, a policy relating to the Remuneration for Directors, Key Managerial Personnel and other Employees. The Roles and functions of this Committee are as follows -

a) Succession planning of the Board of Directors and Senior Management Employees;

b) Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

c) Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

d) Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

e) Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

ii. Composition

The following Directors are members of Nomination and Remuneration Committee -

1. Shri. Ashok Somani Chairman

2. Shri. Balkishan Lohia Member

3. Shri. G. K. Joshi Member

Name Category Meetings During the year 2014-15

Held Attended

Shri. G. K. Joshi Chairman 2 2

Shri. Balkishan Lohia Member 2 2

Shri. Ashok Somani Member 2 1

(Appointed w.e.f. 26th November, 2013)

Shri. Ashok Joshi Member 2 1 (resignation w.e.f 26th September, 2014)

(d) INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on 11th March, 2015, inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

(e) PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

(f) Detail of Complaints:

No. of Shareholder's Complaints received during the : 1 year No. of Complaints resolved to the satisfaction of : 1 shareholders

No. of pending share transfer : Nil

13. General Body Meetings:

(a) Location and time where last three Annual General Meetings were held:

Annual General Meetings

Financial Date Time Location Year

2013-2014 28/08/2014 04:00 P.M. At Regd. Office, Kumud Apt., Kalyan

2012-2013 30/08/2013 05:00 P.M. At Regd. Office, Kumud Apt., Kalyan

2011-2012 30/08/2012 04:00 P.M. At Regd. Office, Kumud Apt., Kalyan

(b) Whether Special Resolution were put through postal : No ballot last year

(c) Are votes proposed to be conducted through postal : No ballot this year

14. OTHER DISCLOSURES

a. Subsidiary Companies

The Company has no Subsidiary Companies.

b. Disclosure of Accounting Treatment

In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable. The Financial Statements have been prepared on their historical cost convention and in accordance with the normally the normally accepted accounting principles on accrual basis.

15. REMUNERATION POLICY

Pursuant to Section 178 of Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and it has been hosted on the Company's Website.

16. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board Meetings, four Share Transfer and Stakeholders Relationship Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings and Four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The attendance of Meetings are enumerated in the table below -

Board Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of the Board of the Directors Meeting was held Board Present

1 23-05-2014 4 4

2 15-07-2014 4 4

3 26-09-2014 4 4

4 21-10-2014 4 4

5 20-01-2015 4 4

6 16-03-2015 4 3

Share Transfer And Stakeholders Relationship Committee Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of Members the Committee of the Present Meeting was held Committee

1 23-05-2014 3 3

2 15-07-2014 3 3

3 21-10-2014 3 3

4 20-01-2015 3 3

Audit Committee Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of Members the Committee of the Present Meeting was held Committee

1 23-05-2014 3 3

2 15-07-2014 3 3

3 21-10-2014 3 3

4 20-01-2015 3 3

Nomination And Remuneration Committee Meetings Held During the Year

Sr. No. Dates on which Total Strength No. of Members the Committee of the Present Meeting was held Committee

1 16-09-2014 3 3

2 10-03-2015 3 3

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, We, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2014-2015 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have ensured that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

18. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

19. RELATED PARTY TRANSACTIONS

There was no Related Party Transaction pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014. The policy on Related Party Transaction approved by the Board has been hosted on the Company's Website.

20. PUBLIC DEPOSIT

The Company has not accepted any Public Deposit as per Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014 as on 31/03/2015.

21. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company .This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all Shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

22. STATUTORY AUDITORS

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventy Third Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

The Company's Auditors, M/s. Batliboi & Purohit, Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company, are appointed until conclusion of next Annual General Meeting (AGM). They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there-under for reappointment as Auditors of the Company.

23. AUDITOR'S REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company except in respect of disputed demands towards Central Sales Tax, Maharashtra Sales Tax and Income Tax. The explanation given on such disputed demands in the note number, 15, 16 and 17 is self explanatory and hence no further comments are required in respect thereof.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. S. K. Jain & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

25. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Sarda Soni Associates, Practicing Chartered Accountants, to undertake the Internal Audit of the Company.

26. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are among its most important stakeholders. Accordingly, our Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

27. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

28. BUSINESS RESPONSIBILITY REPORTING

As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms an integral part of this Report.

29. EXTRACT OF ANNUAL RETURN

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

30. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, Members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

31. CORPORATE GOVERNANCE

As per Circular Number CIR/CFD/POLICYCELL/7/2014 dated 15/09/2014 issued by Securities Exchange Board of India (SEBI), the Company is not required to comply with Clause 49 of the Listing Agreement as its Paid-up Capital is less then Rs. 10 Crore and its Net worth as on 31/03/2014 is also less than Rs. 25 Crore.

32. REVISED CODE OF CONDUCT

The Board has adopted Revised Code of Conduct for all the Board Members and Senior Management of the Company in its Board Meeting held on 26/09/2014, a copy of which is published on the website of the Company.

33. PROHIBITION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of insider trading as per the amended SEBI (Prohibition of Insider Trading) Regulations 1992. The code is applicable to all Directors and such employees of the Company who have access to unpublished price sensitive information relating to the Company. Transaction for dealing in the prescribed volume of the security of the Company during the prescribed time requires prior approval from the Company.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board in its Meeting dated 26/09/2014, adopted Vigil Mechanism/ Whistle Blower Policy pursuant to the requirement of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 for Directors and Employees to report their genuine concerns and also provide adequate safeguards against victimization of persons who use such mechanism, details of which is published on the website of the Company.

35. CODE OF CONDUCT OF INDEPENDENT DIRECTOR

As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors adopted Code of Conduct of Independent Director in its meeting dated 26/09/2014, for fulfillment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly minority shareholders, regulators of the Company.

36. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its Board meeting dated 26/09/2014 adopted Internal Financial Control Policy pursuant to Section 134 (5) of the Companies Act, 2013 for ensuring the orderly and efficient conduct of the business, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting Records and timely preparation of reliable financial information. The Details of this policy are published on the Website of the Company.

37. PERFORMANCE EVALUATION POLICY

As per the Listing Agreement entered into with the Company, Every Listed Company needs to adopt Performance Evaluation Policy for Annual Evaluation of the Board of Directors and of its own performance (self-appraisals) and that of its committees and Individual Directors as mentioned under the clause (p) of sub-section (3) of Section 134 of the Companies Act, 2013. The Company adopted it in its meeting dated 26/09/2014, the details of this Policy is published on the Website of the Company.

38. MEANS OF COMMUNICATION:

1. Quarterly Results:

The Company has submitted Un-audited Quarterly Result to the Bombay Stock Exchange.

2. Newspapers wherein normally published: The Asian Age & Tarun Bharat, Mumbai

3. Whether Management Discussion & Analysis Report is a part of Annual Report: Yes

37 GENERAL SHAREHOLDER INFORMATION

(a) AGM DATE, TIME AND VENUE: Annual General Meeting will be held on Friday, 28th August,2015, at 04:00 P.M. at

5- Kumud Apartment, Co. Op. Hsg. Soc. Ltd., Karnik Road, Chikan Ghar, Kalyan, Dist. Thane - 421301 (Maharashtra).

(b) FINANCIAL CALENDAR FOR 2014-2015 Tentative Schedule

Unaudited Results for quarter ending upto 14th August, 2015 June 30, 2015

Unaudited Results for quarter ending upto 14th November, 2015 September 30, 2015

Unaudited Results for quarter ending upto 15th February, 2016 December 31,2015

Unaudited Results for year ending upto 16th May, 2016 March 31, 2016

Audited Annual Accounts for the year upto 30th May, 2016 ending March 31, 2016

(c) Date of Book Closure: Share Transfer Register will be closed from 17th August, 2015 to 28th August, 2015 (both days inclusive).

(d) Dividend payment date: Not Applicable

(e) Company's Shares are listed in Bombay Stock Exchange.

(f) Stock code: 506365

(h) REGISTRAR AND SHARE TRANSFER AGENTS

M/s. Sharex Dynamic (India) Pvt. Ltd.

Unit - 1, Luthra Industrial Premises,

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

Email id - [email protected]

(i) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED:

Shares transfers in physical form are registered and returned within a period of 15-20 days from the date of receipt, in case documents are completed in all respects. The Share Transfer & Stakeholders Relationship Committee meets periodically. The total numbers of shares transferred during the financial year under review were as below:

(n) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company Secretary. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(o) REDRESSAL OF SHAREHOLDERS GRIEVANCE

The Shareholders of the Company can send their complaints/grievances to either the address of Registered Office as mentioned above or to the Registrar and Share Transfer Agents or to the Corporate Office of the Company which is following :

CHEMO PHARMA LABORATORIES LIMITED

3rd Floor, Empire House, 214, Dr. D. N. Road, Mumbai - 400 001.

You can also post your query to our Email Address i.e [email protected]

38. NON-MANDATORY REQUIREMENT

1. Office of the Chairman of the Board:

The Company does not defray the secretarial expenses of the Chairman's office.

2. Shareholder Rights-furnishing of half yearly results:

The Company's Quarterly results are published in newspapers and are not, therefore, sent to the shareholders.

39. POSTAL BALLOT

The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the shareholders by such process in terms of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

Adoption of other non-mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.

40. ANNUAL LISTING FEES

The Company has paid Rs. 1,25,842/- as Listing Fees for the period 01/04/2014 - 31/03/2015.

41. DISCLAIMER

The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached thereto, the Auditor's and Boards' Report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under. Accordingly, whilst the financial statements and the Auditor's Report as aforesaid are prepared as per the requirements of the Companies Act, 1956, the Company, as per its commitment to transparency and good governance, has to the extent possible provided the information in the Board's Report and the Corporate Governance Report as per the Companies Act, 2013.

42. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward-looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their dates.

ON BEHALF OF THE BOARD

Sd/- ASHOK SOMANI Place: Mumbai DIRECTOR Date: 28th May, 2015 (DIN NO. -03063364)

---

Mar 31, 2014

The Members

The Directors present herewith the SEVENTY TWO ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Company earned a Other Income of Rs. 43,87,594/ as against Rs. 26,98,408/- in the previous year 2012-13. The Profit after taxation was Rs.24,11,814 /- as against Rs. 14,32,354/- in the previous year 2012-13.The Earning Per Share (E.P.S.) has also increased to 1.91 as against 0.95 in the previous share 2012-13.

OPERATIONS

There was no Manufacturing activity during the Year. The Company''s main activities are Finance and Investments.

PUBLIC DEPOSIT

As on 31 * March, 2014 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

None of the Employees of the Companies are in receipt of Remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREING EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTORS RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2013-14 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along With proper explanation relating to material departures;

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

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

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

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventy Two Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR''S REPORT:

The statutory auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company except in respect of disputed demands towards Central Sales Tax, Maharashtra Sales Tax and Income Tax. The explanation given on such disputed demands In the note number, 15, 16, 17 is self explanatory and hence no further comments are required in respect thereof.

DIRECTORS:

Shri Ashok Somani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri N.K. Pareek has ceased to be a Director df the Company w.e.f. 26th November, 2013 which has been taken on record ip the Board Meeting held on 9th December, 2013.

Shri Ashok Joshi was appointed as an Additional Director w.e.f. 26th November, 2013 in the Board Meeting held on 9th December, 2013. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing his appointment as the Director.

CORPORATE GOVERNANCE:

Report on Corporate Governance and a Certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL:

The Balance Sheet and Statement of Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT:

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

BY ORDER OF THE BOARD

Sd/- Place:Mumbai ASHOK SOMANI

Date : 23rd May, 2014 DIRECTOR

---

Mar 31, 2013

To, The Members

The Directors present herewith the SEVENTY ONE ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS:

The Company earned other Income of Rs2,698,408/-as against Rs. 10,669,113/-in the previous year 2011-12. The Profit after taxation was Rs. 1,432,354/- as against Rs. 8,480,378/- in the previous year 2011-12.

OPERATIONS:

There was no Manufacturing activity during the Year. The Company''s main activities are Share Trading and Other Investments

PUBLIC DEPOSIT:

As on 31 st March, 2013 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES:

None of the Employees of the Companies are in receipt of Remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ENERGY. TECHNOLOGY AND FOREING EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTORS RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year2012-13 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company forthat period;

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

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

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventy One Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR''S REPORT:

The Board of Directors are making following clarification / explanation on the observations made by the Auditors in their Report on Notes Nos:-14,15 and 16 of the Notes to the Accounts :-

NoteNo:-14-There is no diminution in value of investments of Rs. 16,656,,076/- in the Equity Shares of Tecil Chemical & Hydro Power Limited (TECIL) as the market value of the land in possession of the said company is having substantial value and based on its current market value, the fair value of Equity Shares of TECIL will be far in excess of the cost of acquisition of the investment made by the Company.

Note No :-15- As the inter corporate deposit of Rs 1,42,00,000/- given to Ellora Mercantile Private Limited is recoverable, no provision was required to be made.

Note No ;-16- In the opinion of the Board of directors, there are fair chances that the appeals filed by the Company before I.T.A.T the penalty of Rs.60,47,659/- for the Assessment Year 2003-2004 will be decided in favour of the Company. Hence, no provision has been made.

DIRECTOR:

Shri Nandkumar Pareek, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri Ram ManoharKhandelwal has been ceased to be a Director of the Company w.e.f. 28th June, 2012 due to his death which has been taken on record in the Board Meeting held on 18th October, 2012. The Board of Directors condole the untimely demise of Shri Ram Manohar Khandelwal and took on record the invaluable contributions made by Shri Ram Manohar Khandelwal towards the progress of the Company.

Shri Balkishan Lohia was appointed as the Additional Director w.e.f. 18th October, 2012 in the Board Meeting held on 18th October, 2012. He holds office upto the date of the ensuing Annual General Meeting. A Notice has'' been received in writing from the Members proposing his appointment as the Director.

Shri Ashok Somani was appointed as the Additional Director w.e.f. 14th January, 2013 in the Board Meeting held on 14th January, 2013. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

CORPORATE GOVERNANCE:

Report on Corporate Governance and a Certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL:

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT:

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters. BY ORDER OF THE BOARD

Sd/-

PLACE: MUMBAI ASHOK SOMANI

DATE : 23rd MAY, 2013 DIRECTOR

---

Mar 31, 2012

The Directors present herewith the SEVENTIETH ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31*March, 2012.

FINANCIAL RESULTS

The Company earned a Other Income of Rs 10,669,113/- as against Rs. 3,63,063/- in the previous year 2010-11. The Profit before and after taxation was Rs. 8,480,378/- as against Rs. 35,150/- in the previous year2010-11.

OPERATIONS

There was no Manufacturing activity during the Year. The Company's main activities are Share Trading and Other Investments

PUBLIC DEPOSIT

As on 31st March, 2012 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

None of the Employees of the Companies are in receipt of Remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREING EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTORS RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2011-12 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Seventieth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR'S REPORT:

The Board of Directors are making following clarification / explanation on the observations made by the Auditors in their Report on Notes Nos:-14,15, and 16 of the Notes to the Accounts :-

Note No:-14-There is no diminution in value of investments of Rs. 167,65,076/- in the Equity Shares of Tecil Chemical & Hydro Power Limited (TECIL) as the market value of the land in possession of the said company is having substantial value and based on its current market value, the fair value of Equity Shares of TECIL will be far in excess of the cost of acquisition of the investment made by the Company.

Note No:-15-As the inter corporate deposit of Rs 1,42,00,000/- given to Ellora Mercantile Private Limited is recoverable, no provision was required to be made.

Note No:-16-In the opinion of the Board of directors, there are fair chances that the appeals field by the Company before I.T.A.T the demand of Rs.31,77,291 /- and penalty of Rs.60,47,659/- for the Assessment Year 2003-2004 will be decided in favour of the company. Hence, no provision has been made.

DIRECTOR:

Shri G. K. Joshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

REVOCATION OF SUSPENSION IN TRADING OF SHARES WITH BOMBAY STOCK EXCHANGE:

The Board of Directors have pleasure in informing the Members that the Suspension in Trading of Shares of the Company was revoked w.e.f. 05/10/2011 vide BSE Notice No. 20110929-15 dated 29/09/2011.

CORPORATE GOVERNANCE:

Report on Corporate Governance and a Certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL:

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT:

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

BY ORDER OF THE BOARD

Sd/-

PLACE: MUMBAI M.S.VYAS

DATE : JUNE29.2012 DIRECTOR

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Mar 31, 2011

The Members

The Directors present herewith the SIXTY-NINTH ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The Company earned an income of Rs. 3,63,063 as against Rs. 1,01,936 in the previous year 2009-10. The

Profit before and after taxation was Rs. 35,150 as against loss of Rs. 5,11,936 in the previous year 2009-10.

OPERATIONS

There was no Manufacturing activity during the Year. The Company's main activities are Share Trading and Other Investments

PUBLIC DEPOSIT

As on 31st March, 2011 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amendment are not required to be furnished as there were no employees receiving total emoluments of Rs. 24,00,000/- for the full year or Rs.2,00,000/- per month.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report.

DIRECTOR`S RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2010-11 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

AUDITORS:

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Sixty Ninth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITOR'S REPORT:

With regard to the observations of the Auditors in their Audit Report, reference is invited to Notes 3, 4 and 5 of the Schedule 12 forming part of the Accounts which are self-explanatory.

DIRECTOR:

Shri R. M. Khandelwal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri. K. L. Mundra ceased to be a Director of the Company due to his death on 16th June, 2010.

CORPORATE GOVERNANCE:

Report on corporate governance and a certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

BY ORDER OF THE BOARD

Sd/- M. S. VYAS DIRECTOR

PLACE: MUMBAI Date: 13TH JUNE, 2011

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Mar 31, 2010

The Directors present herewith the SIXTY-EIGHTH ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Company earned an income of Rs. 1.02 Lacs as against Rs. 4.12 Lacs in the previous year 2008-09. The Loss before and after taxation was Rs. 5.67 Lacs as against profit of Rs. 0.85 Lacs in the previous year 2008-09.

OPERATIONS

There was no Manufacturing activity during the Year. The Companys main activities are Share Trading and Other Investments

PUBLIC DEPOSIT

As on 31st March, 2010 the Company did not have any Public Deposit.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amendment are not required to be furnished as there were no employees receiving total emoluments of Rs. 24,00,000/- for the full year or Rs.2,00,000/- per month.

ENERGY, TECHNOLOGY AND FOREING EXCHANGE :

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given due to lock-out in the factory for the whole year.

DIRECTOR`S RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Chemo Pharma Laboratories Ltd., state in respect of Financial Year 2009-10 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

AUDITORS :

M/s. Batliboi & Purohit, Auditors of the Company, retire at the Sixty Eighth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

AUDITORS REPORT :

With regard to the observations of the Auditors in their Audit Report, reference is invited to Notes 3,4 and 5 of the Schedule 15 forming part of the Accounts which are self-explanatory.

DIRECTOR :

Shri G. K Joshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Shri. K. P Patil, ceased to be a Director of the Company due to his death on 08th October, 2009

Shri S.B. Somani ceased to be a Director of company with effect from 22nd June, 2009 due to his resignation.

CORPORATE GOVERNANCE:

Report on corporate governance and a certificate from S. K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

GENERAL

The Balance Sheet and Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the help, co-operation and understanding received by it from all quarters.

ON BEHALF OF THE BOARD

Sd/-

PLACE: MUMBAI M. S. VYAS

DATE: 30TH JUNE, 2010 DIRECTOR