DIRECTORS' REPORT Your Directors are pleased to present the twenty sixth Annual Report together with the audited annual Financial Statement of the Company for the year ended March 31, 2015. Operations The year under review recorded a growth in sales of 48% with contribution to sales from various streams of opportunities vis-a-vis last year with additional business contribution from institutions, third party supplies & export. However, the year continued to be challenging due to legacy issues that inhibit your Company from delivering commercially viable products. Most vital technical information and essential lab records have not been accessible since 2011 (post possession) of the actual control over the affairs of your Company. Nearly all the DNA clones relating to the biotech products and projects on which your Company was working upon have been unavailable. Therefore, this led to the suspension of activities in biotech unit during the year. This step was taken to control the costs against the uncertain outcome which was affecting the financial health of the company. In addition, legacy issues also led to the provisions made for certain costs/ commitments which have not been met and in the absence of related documents since the takeover of the operations by the current management. Since team Zenotech is committed to strengthen the business performance, create and rebuild product pipeline and deliver superior results within the constraints and hence has realigned on the core business of chemo oncological range. Operations in chemo-oncologicals were continued and supplies were made in domestic and export markets. Your Company participated in select tenders and it is encouraging that orders from institutional supplies, though of small volumes, are being received. In the meantime, your Company is constantly striving to streamline, cut costs and turning cost competitive which would help improve the operational efficiency. During the year under review, GMP approval was received from WHO for the range of products manufactured in the Company's facility and certificate of pharmaceutical products to participate in international tenders. Outlook With continued legacy issues and the weakening financial health of the company, the rebuilding exercise of a pharmaceutical organization has to be calibrated carefully which is inherently a time consuming process, with probable underutilization of manufacturing capacity. In addition to the continuous improvements in the current supplies, efforts are hence, being made to continue to seek business by offering in-house facilities to reputed companies to outsource their requirements by manufacturing at Zenotech's production units. In addition, the collaborative opportunities are also being explored to evaluate feasibility of engaging biotech facility to use its capacity for commercially viable outcome. Overall, your Company is positive that revenue streams would improve in the future. Research & Development In the absence of technical documents and records, your Company attempted to explore the possibility to manufacture mammalian range of biotech products by undertaking small scale batches both at R&D scale and at operational levels, which demonstrated the expressions of the mammalian products was exceptionally low indicating that the available cell lines were weak. Given the high costs associated in the manufacturing of biotech products and also that due to the absence of technical documents and records, the activities currently stand suspended at the R&D. Internal Control Systems and their Adequacy Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well defined delegation of power with authority limits for approving revenue as well as capital expenditure. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Human resources & Industrial Relations The Company believes that Human Resource is its most valuable resource which has to be nurtured well and equipped to meet the challenges in the Industry your Company operates. The staff are highly motivated with good work culture, training, remuneration packages and the values. The total number of people employed in the company as on 31.03.2015 is 23. Your Directors would like to record their appreciation of the efficient and loyal service rendered by the employees. BIFR The Board of directors of the Company at its meeting held on May 26, 2015, while approving the Audited Annual Financial Statements for the financial year ended March 31, 2015, opined that the Company has become a Sick Industrial Company as envisaged under Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). Necessary reference has been made to The Board for Industrial and Financial Reconstruction (BIFR). Open Offer by Sun Pharmaceutical Industries Limited (SPIL) under SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 Consequent to the consummation of the merger of Ranbaxy Laboratories Limited into SPIL on March 24, 2015, SPIL indirectly acquired 46.84 percent of the voting rights held by Ranbaxy in, and control over the Company and became the promoter of the Company along with Daiichi Sankyo Company Limited. SPIL, pursuant to the PA and the Detailed Public Statement (DPS) made in terms of Regulations 3(1), 4, and 5(1) and other applicable provisions of the SEBI (SAST) Regulations, made Open Offer to all the public shareholders of the Company excluding the Acquirer, persons acting in concert with the Acquirer, Ranbaxy Laboratories Limited ("Ranbaxy"), persons acting in concert with Ranbaxy, persons who were the signatories to the Transaction Documents or such other persons as were excluded by law. The Open Offer was concluded in August 2015. Share Capital The Share Capital of your Company remained unaltered during the year with the Authorized Share Capital at Rs.100 crores. Auditors' qualifications and Board's responses Statutory Audit With regard to qualifications/remarks contained in the Auditors' Report and Annexure thereto, your directors' wish to state as under: a. Regarding Para No. 1 in the Basis for Qualified Opinion of the Audit report: Reconstructed books of account for the financial years ended March 31, 2011 and 2012, differences between the current management and the then Co-Managing Director, non resolution of the above, inability of the auditors to determine the adjustments/disclosures which may become necessary etc.: As has been reported in the annual report for the previous years, it is reiterated that your Company, under the current management, has initiated appropriate steps to recover various missing assets and properties, valuable information and records of the Company and the matters are currently being investigated or sub-judice. Post November 12, 2011, the reconstruction of the books of account for the years ended March 31, 2011 and March 31, 2012 were carried out by the present management with the best of its ability within the constraints. Any further adjustments/disclosures to the financial statements, if required, would be made in the financial statements as and when the outcome of the uncertainties related to those years become known and the consequential adjustments/ disclosures are identifiable/determinable. b. Regarding Para No. 2 in the Basis for Qualified Opinion of the Audit report: Contravention of the provisions of Companies Act, 1956 with respect to payment of Rs.7,980 thousands towards managerial remuneration for the period from October 1, 2007 to March 31, 2011: It is informed that your Company in order to recover the excess amount paid, has filed money suit before the Hon'ble Court of Chief Judge, City Civil Court, Hyderabad, and the matter is currently sub-judice. c. Regarding Para No. 3 in the Basis for Qualified Opinion of the Audit report: Application made to the Ministry of Corporate Affairs, Government of India (MCA) seeking approval to pay remuneration to Mr. B. K. Raizada, former Managing Director of the Company: The management wishes to inform that MCA vide letter dated February 27, 2012 conveyed approval to the Company to pay remuneration to Mr. B. K. Raizada subject to the condition that the Company cleared its outstanding dues to Technology Development Board (TDB) and file a compliance report with MCA by February 29, 2012. As the Company is unable to repay the outstanding dues towards the loan assistance granted by TDB, the Company has not paid remuneration to Mr. B. K. Raizada, former Managing Director of the Company. Regarding Point no. (viii) of Annexure to the Audit Report: Accumulated losses exceeding fifty percent of Company's net worth: The Board of directors of the Company at its meeting held on May 26, 2015, while approving the Audited Annual Financial Statements for the financial year ended March 31, 2015, opined that the Company has become a Sick Company as envisaged under Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). Necessary reference has been made to The Board for Industrial and Financial Reconstruction (BIFR).. Regarding Point no. (ix) of Annexure to the Audit Report: Outstanding dues that included interest on the loan assistance granted by Technology Development Board and Biotech Consortium India Limited were overdue. The Company has no other outstanding loans from any bank/financial institutions. Secretarial Audit With regard to Observations/remarks contained in the Secretarial Auditors' Report, your Directors' wish to state as under: Observation no.1 (a): As you are aware that there are ongoing litigations between the erstwhile promoters and the present promoters of the Company. It was only pursuant to the Order of the Company Law Board, Chennai,(CLB) that the present management of the Company could gain access and took over the possession of the factory premises in the month of November 2011. However, the present management could never get access to the Registered Office of the Company which was then situated at Plot no. 8-2-120/88-89, Park View Estate, 4th Floor, Road no. 2., Banjara Hills, Hyderabad, and whereat, among others, all statutory documents and records of the Company were maintained. Until the takeover of the factory, Dr. Jayaram Chigurupati was in complete control and was responsible for the overall affairs of the Company as the Managing Director of the Company. Therefore, the Company has initiated appropriate actions against him including filing a criminal complaint vide FIR no. 357 of 2012 and the matter is currently under investigation. Further, CLB on August 8, 2012 passed an order directing him to return all the properties and other assets of the Company to which he has so far remained non compliant. Observation no. 1 (b): Currently, the Company has a functional website and all the requisite disclosures and reports are uploaded which can be viewed at www.zenotechlab.com . Observation no. 1 (c) : In an effort to recover the missing related records, appropriate actions have already been initiated against the previous Managing Director who was in control over the affairs of the Company during the period of offence including filing of criminal complaint under the provisions of Section 630 of the erstwhile Companies Act, 1956 before the Economic Offence Court, Nampally, Hyderabad, and the matter is sub-judice. Observation no. 1 (d): The reasons for the non compliance have been reported in the Annual Reports for the earlier years which have been reiterated in the Auditor's observation. There is nothing more to respond. Observation no. 1 (e): The monies outstanding in the Share Application Money Account of the Company is refunded to the applicants pursuant to Notification dated March 31, 2015 issued by the Ministry of Corporate Affairs under the Companies (Acceptance of Deposit) Amendment Rules, 2015. Observation no. 1 (f): The Board of Directors while approving the annual Financial Statements of the Company for the financial year ended March 31, 2015, formed an opinion that due to the complete erosion of the networth, the Company has become a Sick Industrial Company as envisaged under the Sick Industrial Companies ( Special Provisions ) Act,1985. Consequently, necessary reference has been made to the Board for Industrial and Financial Reconstruction (BIFR). Observation no.1(g): The reason for the non compliance have been indicated in the Auditor's observation and there is nothing more to respond. Observation no.2: The Auditor's observation indicates the reason for the non compliance and there is nothing more to respond. Observation no. 3 (a) & (b) : Responded at observation no.1(b) supra; Observation no. 3 (c): Mr. K.L. Khurana resigned from the Board effective from March 26, 2015 as a result of which there was non-compliance. Observation no.3 (d): Policy on Material Related Party Transactions has been adopted and is in place effective from February 2, 2015. Consolidated financial statements As reported in annual reports for the financial years ended March 31, 2012, 2013 and 2014, it is restated that the overseas subsidiaries of the Company do not exist anymore. Due to the missing and non-availability of the books of account and other related records and documents of those overseas subsidiaries, the Company is unable to prepare consolidated accounts and attach the required statements and particulars in terms of the applicable provisions of the Companies Act, 2013 and the listing agreement with BSE Ltd. Overseas subsidiaries were apparently created, investments and loans were made during the period from 2006-07 to 2010-11 under the erstwhile management. Therefore, it was the responsibility of that management to handover those details to the present management during the transition. However, no details on those subsidiaries were made available to your Company. Despite several attempts by the current management to recover them, details concerning those subsidiaries including the documents and certificates related to the foreign exchange transactions which included loans and investments made to those foreign subsidiaries, could not be obtained. The erstwhile management deliberately ignored and has so far remained non-compliant to the directions of your Company. Your Company therefore has filed a complaint before the Hon'ble Economic Offences Court, Nampally, Hyderabad, under the provisions of Section 630 of erstwhile Companies Act, 1956 against the former Managing Director, who was in complete control over the Company affairs during the period of these events. The matter is currently sub-judice. Directors' Responsibility Statement Pursuant to Section134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) they had 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 ended March 31, 2015 and of the loss of the company for that period; (c) they had 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) they had prepared the annual accounts on a going concern basis; and (e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Employee Stock Option Scheme Disclosure as on March 31, 2015 is provided in Annexure-1 to this Report. Report on Corporate Governance and Management Discussion & Analysis Report on Corporate Governance together with the compliance certificate of Mr. Mahadev Tirunagari, Company Secretary in Practice, Hyderabad, on the status of compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement and the Management Discussion & Analysis form part of this Annual Report. Deposits The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review. Auditors Statutory Auditors M/s. BSR & Associates LLP, Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting. M/s PKF Sridhar & Santhanam LLP (Firm registration number- 003990S/S 200018) Chartered Accountants, Hyderabad, are being proposed to be appointed as statutory auditors for a period of five years to hold office from the conclusion of the 26th Annual General Meeting till the conclusion of 31st Annual General Meeting of the Company, according to the provisions of Companies Act, 2013. Secretarial Auditor Pursuant to Section 204 of the Companies Act, 2013, your Board has appointed Mr. Mahadev Tirunagari, Company Secretary in Practice, Hyderabad, as Secretarial Auditors for the financial year 2014-15 and Secretarial Audit Report for the Financial Year ended 31st March, 2015 is enclosed to this Report as Annexure 2. Board of Directors and Key Managerial Personnel Composition At the 25th Annual General Meeting of your Company held on September 29, 2014, Mr. K. L. Khurana and Dr. R. S. Bakshi were appointed as independent directors while Mr. Rajiv Gulati was appointed as director liable to retire by rotation. Dr. R. S. Bakshi and Mr. K. L. Khurana, independent directors, had submitted declarations stating that they met the criteria of Independence as envisaged under Section 149(6) read with Schedule IV to the Act and clause 49 (II)(B)(e) of the listing agreement. On November 08, 2014 Mr. Rajiv Gulati resigned from the Board while Mr. Surinder Kumar Kohli, Nominee of Ranbaxy Laboratories Limited, was appointed as Additional director. On March 26, 2015, Mr. K. L. Khurana resigned from the Board. On April 01, 2015, Mr. Vijay G. Agarwal and Smt. Kavita R. Shah were appointed by the Board of Directors as Additional Directors.There were appointed as Independent Directors, effective from May 26, 2015. On June 01, 2015 Dr. R. S. Bakshi resigned from the Board. On June 30, 2015, Mr. Virendra G. Bhatt was appointed by the Board of Directors as Independent Directors holding office as Additional Director. His office as Additional Director would expire at the ensuing 26th Annual General Meeting of the company. Mr. Vijay G. Agarwal and Mr. Surinder Kumar Kohli resigned from the Board. On July 08, 2015, Mr. Jignesh A. Goradia was appointed as Additional director. On August 25, 2015, Mr. Azadar Hussain Khan was appointed as Additional director. In terms of the applicable provisions of the Companies Act, 2013, Smt. Kavita R. Shah and Mr. Virendra G. Bhatt have been proposed for appointment as independent directors for a period of five years. Both Smt. Kavita R. Shah and Mr. Virendra G. Bhatt have furnished declarations under Section 149(7) to the effect that they meet the criteria of independence and in the opinion of Board of Directors, they fulfill the criteria of independence as mentioned under Companies Act, 2013 read with Schedule IV and relevant rules made thereunder. In view of the same, they are eligible for appointment as independent directors of the Company to hold offices for a period upto 5 years so long as their appointments are in compliance with provisions of subsections (6) to (8) of Section 149 read with Schedule IV to the Act. Mr. Jignesh A. Goradia and Mr. Azadar Hussain Khan are being proposed for appointment as directors liable to retire by rotation. Appropriate resolutions with the requisite information are being placed before the members for their approval at the Meeting. The Company has received notices in writing from members along-with the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidatures of Smt. Kavita R. Shah, Mr. Virendra G. Bhatt, Mr. Jignesh A. Goradia and Mr. Azadar Hussain Khan to the offices of Directors as set out in the Notice of the Annual General Meeting. Mr. Dinesh Kapoor, Chief Executive Officer, Mr. Chinmoy Patnaik, Company Secretary & Head-Legal and Mr. Poly K.V., Chief Financial Officer, are the Key Managerial Personnel of the Company as per the provisions of the Act. Meetings Four meetings of the Board and four meetings of the Audit Committee of the Board were held during the financial year ended March 31, 2015. Criteria for identification, appointment, remuneration and evaluation of performance of Directors Your company as required under the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement entered with BSE Ltd, constituted a Board level committee titled "Nomination and Remuneration Committee" (herein after referred as the "Committee") to oversee, inter-alia, matters relating to the following: a) formulate the criteria for determining qualifications, positive attributes and independence of a director; b) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment or removal; c) recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees; d) carry out evaluation of every director's performance including that of independent directors and Your company's Board of directors, after considering the recommendations of its Nomination and Remuneration Committee in above connection, have approved a document setting out criteria to be followed by nomination and remuneration committee for identification, appointment, remuneration and evaluation of performance of directors including company's Board diversity. The aforesaid criteria of appointment, qualifications and positive attributes along-with remuneration policy as applicable to directors, KMPs and other Senior management personnel and criteria to be followed for performance evaluation of each director including Independent directors of the company are mentioned hereunder: The committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as director in terms of Diversity Policy of the Board and recommend to the Board his/her appointment in accordance with the criteria laid down under the Companies Act, 2013 and the listing agreement for appointment of directors including the independent directors. For the appointment of KMP (other than Managing/Wholetime Director), a person should possess requisite qualification(s) prescribed if any, expertise and experience for the position he/she is considered for the appointment. However, the appointments at the level of senior management shall be approved by the committee. The term of the directors including Managing/Wholetime Director/independent director shall be governed as per the provisions of the Act and Rules made thereunder and the Clause 49, as amended from time to time subject to the approval of the shareholders. Whereas the term of the KMP (other than the Managing/Whole time Director) and senior management shall be governed by the prevailing HR policies of the company and the terms and conditions of his / her appointment. The committee shall carry out evaluation of performance of every director. The committee shall identify evaluation criteria which will evaluate directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment/re-appointment/continuation of directors on the Board shall be subject to the outcome of the yearly evaluation process. Framework for performance evaluation of independent directors and the Board. As per the provisions of Clause 49, the Nomination and Remuneration Committee shall lay down the evaluation criteria for performance evaluation of independent directors and the Board. Further, in terms of Clause 49, the Board is further required to monitor and review Board Evaluation Framework. The Board is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the committee on regular basis reviews processes for evaluation of performance of independent directors and the Board. Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder and/or for any disciplinary reasons and subject to such applicable Acts, Rules and Regulations and the Company's prevailing HR policies, the committee may recommend, to the Board, with reasons recorded in writing, removal of a director, KMP & senior management. The remuneration/compensation/commission, etc., as the case may be, to the Managing/Wholetime Director/KMP will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/commission, etc., as the case may be, shall be subject to the prior/post approval of the shareholders of the company and Central Government, wherever required and shall be in accordance with the provisions of the Act and Rules made thereunder. The remuneration/commission/sitting fees, as the case may be, to the Non-Executive/independent director, payable if any, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the committee/Board/shareholders. An independent director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act and the Clause 49, as amended from time to time. Formal annual evaluation by the Board of its own performance, its Committees and individual directors Keeping in view the various provisions of the Companies Act, 2013 and listing agreement dealing with powers, duties and functions of the Board of the Company, your Company has adopted criteria for evaluating the performance of its Board, Committees and other Directors including Independent Directors applicable from the financial year 2014-15. During the financial year under report, the Board could not have undertaken evaluation process of its own committees and individual directors performance due to regular changes in the composition of the Board. Listing Fees The Equity Shares of the Company continue to be listed on BSE. The annual listing fee for the year 2015-16 has been paid to the exchange. Extract of Annual Return: The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-3 Particulars of Loans, Guarantees Or Investments Details of loans given by the Company, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Please refer Note 2.12) pertaining to the year under review. During the year under review, your company did not give any other loans or guarantees, provide any security or made any Investments. Related Party Transactions: Related party transactions entered during the financial year ended March 31, 2015 are disclosed in Note no. 2.34 of the Financial Statements of the company. These transactions were entered in the ordinary course of business and at arm's length. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure- 4 The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the web link at <http://zenotechlab.com/>. Pursuant to Clause 49 of the listing agreement, a Special Resolution for approving material related party transactions has been included in the Notice convening the 26th Annual General Meeting. Risk Management Framework Your company's Board believes that to ensure sustainable business growth with stability of affairs and operations of the company, periodical review of various risks having a bearing on the business and operations is vital to proactively manage uncertainty and changes in the internal and external environment, to limit negative impacts and capitalize on opportunities. Further, it is also belief of your management that Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid or minimize the impact of the risks. Keeping in view the above, your Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy to identify internal and external risks and implementing risk mitigation steps. However there are certain risks which cannot be avoided but the impact can only be minimized. The risks and concerns associated with each segment of your company's business are discussed while reviewing segment-wise Management Discussion and Analysis. Corporate Social Responsibility The company does not come under the purview of the provisions of Section 135 of the Companies Act, 2013 and the rules made there under. Since the company is incurring huge losses it is not able to contribute towards societal activities. Familiarization programme for independent directors. The Company proactively keeps its directors informed of the activities of the company, its management, and operations and provides an overall industry perspective as well as issues being faced by the industry (weblink <http://zenotechlab>. com/). Prevention of Sexual Harassment Policy The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Committee related to sexual harassment. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure- 5. Vigil Mechanism/Whistle Blower Policy In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and listing agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company www.zenotechlab.com at web link <http://zenotechlab.com/wp-content/> uploads/2015/07/Vigil-Mechanism.pdf. Particulars of Employees and related disclosures In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed herewith as Annexure- 6 Remuneration ratio of the Directors / Key Managerial Personnel/ Employees: Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-7 General Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: i. Issue of equity shares with differential rights as to dividend, voting or otherwise. ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. iii. The company does not have a Managing Director or the Whole-time Directors. iv. No significant or material orders were passed by any Regulator or Court or Tribunal which impact the going concern status and Company's operations in future. Acknowledgement The Board of directors would like to express their grateful appreciation for the assistance and co-operation received from banks, various government authorities, customers, vendors and members of the Company during the period. Your directors also wish to place on record the sincere efforts and committed services put in by the employees across all levels, who continued to stand and support the Company and its management in the difficult times. Employee Stock Option Scheme Jignesh A Goradia Chairman Mumbai September 1, 2015 |