ARVIND REMEDIES LIMITED

27th Annual Report

2014- 2015

(1.4.2014 to 30.6.2015)

Caring for your Health

ARVIND REMEDIES LIMITED

Corporate Office: 38,39 & 40 SIDCO Industrial Estate, Kakalur, District Thiruvallur

Tamilnadu 602 003 Phone: 044 27662144 Email: arl@arvindremedies.com CIN L24231TN1988PLC015882

CONTENTS AT A GLANCE Page No.

Notice

Directors’ Report

Annexures to Directors’ Report

(including Secretarial Audit report)

Report on Corporate Governance Auditor’s Report Stand alone Financial Statements

- Balance sheet

- Profit & Loss account Cash Flow Statement

Proxy form & attendance sheet

- Schedules &

Notes on Account

Board of Directors Dr. B Arvind Shah CEO & Managing Director Dr. Chandra Ravindran Whole-time Director

Dr. C.M.K.Reddy Director upto 3.10.2015 Mr. R Raja Mohan Director upto 7.11.2014 Mr. V R Mehta Director upto 21.3.2015 Mr. Ankur Agarwal ED(Technical) upto 14.11.2014

Mr. Sudhir Chandra Director upto 5.11.2015 Mr. Madhavyadav Additional Director.. from 1.10.2015

Chief Financial Officer Mr. S. Raghavan

Company Secretary P R Krishnan

Statutory Auditor M/s. Vivekanadan Associates

Chartered Accountants No.9/1 (old 22 /1)12th Avenue,

Vaigai colony Ashok nagar Chennai 600 083

Bankers United Bank of India Allahabad Bank

State Bank of India IDBI Bank Ltd. Punjab National Bank The Karur Vysya Bank Ltd.

Corporation Bank Indian Overseas Bank Ltd.

Registered office 190, Poonamallee High Road, Chennai 600 084

Corporate Office No.38,39&40 SIDCO Industrial Estate Kakalur, District Thiruvallur, Tamil nadu Pin. 602 003 Phone: +91-44-27662144/ 7

Fax +91-44-27662144/7

E-mail: arl@arvindremedies.com

Works 1.38,39, &40 SIDCO Industrial Estate, Kakalur 2.G44,45&46 SIDCO Ind. Estate Kakaur

Tiruvallur District, Tamil Nadu 602003 3.Plot No.G28 & 29,SIPCOT Industrial Park,

Irrungatukottai Dist. Kancheepuram, Tamil Nadu Phone: +91-44-27660403, 27662144 Fax: +91-44-27609095 Email: factory@arvindremedies.com

Registrar and M/s. Cameo Corporate Services Limited Share Transfer Agent Subramanian Building.No.1 Club House Road, Chennai

600 002 Phone: 044-28460390

NOTICE Notice is hereby given that the Twenty Seventh Annu al General Meeting of M/s. Arvind Remedies Limited will be held on Monday, the 18 th April 2016 at 10.00 A.M. at ‘Santhosh Hall’ VGP Golden Beach Resort E.C R, Injambakkam Chennai 600 041 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited Balance Sheet as at 30th June 2015 and the statement of Profit and Loss Account for the year ended on that date together with the reports of the Board of Directors and Auditors thereon. 2. To appoint a director in place of Mrs. Chandra Ravindran. (holding DIN 00771329), who retires by rotation and being eligible offers herself for re-appointment. “RESOLVED THAT pursuant to section 152(6) of the Companies Act, 2013, Mrs. Chandra Ravindran (DIN 00771329), be and hereby reappointed as a director of the Company and shall continue in the office of the Whole-time Director, till the expiry of the remaining period of her tenure, as per her original terms of appointment, on the same terms and conditions, mentioned therein.” RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 3. To appoint M/s. Vivekanandan & Associates, Chartered Accountants (ICAI Registration No.204045 & Firm Registration 0052685.) as statutory auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the 32nd AGM and to fix their remuneration and to pass the following resolution thereof. “RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there-under, and pursuant to the recommendations of the audit committee and the Board of Directors, M/s. Vivekanandan & Associates, Chartered Accountants (Firm Registration No.0052685) be and are hereby appointed as the auditors of the company, to hold office from the conclusion of this AGM until the conclusion of the 32nd AGM of the Company to be held in 2020 subject to ratification by members at every AGM and that the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors”. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Madhavyadav (DIN 06656477) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 1st October 2015 and who holds office upto the date of this annual general meeting under section 161 of the Companies Act 2013 and the Articles of Association of the Company, but who is eligible for appointment and has consented to act as a Director of the company and in respect to whom the company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, be and s hereby appointed as a Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules 2015, Mr. Madavyadav (DIN 06656477) a non-executive director of the company, who has submitted a declaration that he meets the criteria of independence as provided in Section149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a period of five consecutive years from 1st October 2015 to 30th September 2020.

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 12 of the Companies Act, 2013 and Rule 27 of Companies (incorporation) Rules 2014, the Registered office of the Company be shifted from 190 Poonamallee High Road, Chennai 600 084 to No.38,39 & 40, SIDCO Industrial Estate Kakalur, Thiruvallur District, Tamil Nadu 602 003. RESOLVED FURTHER THAT necessary forms and verification in this regard be filed with the Office of Registrar of Companies Tamil Nadu. 6. To consider and, if thought fit, to pass with or without modification, the following Resolution as a SPECIAL RESOLUTION: “RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the Company be and is hereby accorded to the re-appointment of Dr. Arvind Shah (DIN 001063744) as Managing Director of the Company, on the terms and conditions of appointment as contained in the agreement entered into with him, for a period of 5 (five) years with effect from 1st October 2015 at a remuneration of Rs. 18,00,000/- per annum plus perquisites as may be applicable with authority to the Nomination and Remuneration Committee of the Board to alter and vary the remuneration as it may deem fit and to fix the quantum, composition and periodicity of the remuneration payable to the Managing Director subject however that the annual remuneration does not exceed the limit approved hereinbefore. RESOLVED FURTHER THAT where in any financial year during the currency of his tenure, the Company has no profits or inadequate profits, Managing Director shall be paid the minimum remuneration as may be determined by the Nomination and Remuneration Committee which shall also have the authority to decide on the quantum, composition and periodicity of payment of such minimum remuneration subject however that such minimum remuneration shall not exceed the limit prescribed under Section II, Part II of Schedule V of the Companies Act, 2013. RESOLVED FURTHER THAT in case Managing Director draws remuneration as a managerial person from another Company, the total remuneration payable by both the Companies shall not exceed the higher maximum limit permissible for any one of the Companies.”

7. To consider and, if thought fit, to pass with or without modification, the

following Resolution as a SPECIAL RESOLUTION:

"RESOLVED that the company having become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 as per the duly audited Annual Accounts of the company for the financial year ended 30th June 2015 approval of the

General Meeting d be and is hereby accorded to the making of a reference to the Board for Industrial and Financial Reconstruction for determination of the measure to be adopted with respect to the company."

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as it may deem

necessary, desirable or expedient in relation thereto.

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEET ING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND S UCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. 2. The Notice is being sent to all the Members, whose names appeared in the Register of Members as on 11th March 2016. 3. The Register of Members and the Share Transfer books of the Company will remain closed from 15th April to 18th April 2016 (both days inclusive) for the purpose of Annual General Meeting . 4. Information required to be provided under Clause 49 of the Listing Agreement with the Stock Exchanges regarding the directors retiring by rotation and eligible for re-appointment as well as directors being appointed is furnished in the Report on Corporate Governance. 5. During the financial year, the unpaid/unclaimed dividend amount pertaining to the year 2006-2007, Rs 5,04,053/- was transferred to the Investors’ Education and Protection Fund Account. 6. During the current year, the unpaid/unclaimed dividend amount pertaining to the year 2007-08 being Rs 28,83,547/- has been transferred to the Investors Education and Protection Fund Account. 7. Those members who have not encashed their dividend warrants pertaining to the following financial years are requested to approach the company for the payment thereof as the same will be transferred to Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013 on respective due dates mentioned therein. Kindly note that after such date, the members will lose their rights to claim such dividend

Year Date of

Declaration of Dividend

Dividend %

Expected date of transfer of dividend to IEPF

31.3.2009 30.10.2009 5% 29.10.2016 31.3.2010 28.9.2010 5% 27.9.2017 31.3.2011 19.9.2011 7% 18.9.2018 31.3.2012 14.9.2012 7% 13.9.2019 31.3.2013 23.9.2013 10% 22.9.2020 31.3.2014 29.9.2014 8% 28.10.2021

8. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend, if any. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members. Members holding shares in physical form and desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company.

9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company. ‘ 10. Electronic copy of the Notice of the 27th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 27th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. 11. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor email id: cs@arvindremedies.com. 12. Voting through electronic means In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer E-Voting facility as an alternate, for its shareholders to enable them to cast their votes electronically at the 27th Annual General Meeting (AGM) through e-Voting Service provided by Central Depository Services (India) Limited (CDSL). E-Voting is optional. The procedure and instructions for e-voting are as under: In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com (ii) Click on “Shareholders” tab. (iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT” (iv) Now Enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID

followed by 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number registered with the Company and then enter the Capcha Code as displayed and Click on Login.

(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. If you are a first time user follow the steps given below.

(vi) Now, fill up the following details in the appropriate boxes: For Members holding shares

in Demat Form For Members holding shares in Physical Form

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

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

*Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of your name and the sequence number in the PAN field. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. # Please enter any one of the details in order to login. In case either of the details are not recorded with the depository please enter the <Default Value> in the Dividend Bank details field.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

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

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

(x) Click on <Company Name> on which you choose to vote. (xi) On the voting page, you will see Resolution Description and against the same the option

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

(xii) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation

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

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option

on the Voting page.

(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and Capcha Code click on Forgot Password & enter the details as prompted by the system.

(xvii) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate. After receiving the login details they have to link the account(s) which they wish to vote on and then cast their vote. They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy: (A) Please follow all steps from s. no. (i) to s. no. (xvii) above to cast vote.

(B) The voting period begins at 9.00 a.m. on 13th April 2016 and ends at 6.00 p.m. on 16th April

2016. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 11th March 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com.

Please note that by virtue of providing the e-voting facility by the company as per Rule 20 of Companies (Management and Administration) Rules, 2014 the following will be applicable:

(i) The manner of voting for the members being present in the General Meeting will be on “proportion principle’ i.e one share – one vote unlike one person one vote principle, further provision of the Companies Act, 2013 relation to demand for poll will not be relevant.

(ii) The option of voting by show of hands will not be available for members present in the

General Meeting in view of clear provision of section 107 of the Companies Act, 2013, i.e voting by show of hands would not be allowable in cases where Rule 20 of Companies (Management and Administration) Rules, 2014 is applicable.

(iii) Any member who has voted through e-voting facility provided by the company may also

participate in the General Meeting in person, but such a member will not be able to exercise his vote again in the meeting, and the earlier vote casted through electronic means will be treated as final.

(iv) Mrs. Lakshmmi Subramanian Practising Company Secretary of M/s. Lakshmmi

Subramanian & Associates, (CP No. 1087) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(v) The Scrutinizer shall within a period not exceeding three (3) working days from the

conclusion of the e-voting period unblock the votes in the presence of at least two(2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

(vi) The Results shall be declared on or after the AGM of the Company. The Results declared

along with the Scrutinizer’s report shall be placed on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company

12. The Ministry of Corporate Affairs has taken a Green initiative in Corporate Governance by allowing paperless compliances by companies through electronic mode. We propose to send all future communications, in electronic mode to the email address provided by you. So, shareholders whose email address is not registered with us are requested to please get your email address registered with us, so that your company can contribute to the safety of environment. 13. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (9.30 am to 6.00 pm) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.

14. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto.

By Order of the Board

FOR ARVIND REMEDIES LIMITED

Place : Chennai Date: 11th March 2016

MANAGING DIRECTOR STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item 4. Mr. Madavyadav is a Non-Executive Independent Director of the Company

appointed from 1st October 2015. Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an

independent director can hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation.

Mr Madhavyadav in terms of Section 149 and any other applicable provisions of the Companies Act, 2013, being eligible and offering himself for appointment, is proposed to

be appointed as an Independent Director for five consecutive years for a term upto 30th September 2020 and not liable to retire by rotation. A notice has been received from a

member proposing Mr. Madhavyadav as a candidate for the office of Director of the Company along with the refundable deposit of Rs. 1,00,000/- Based on the declaration received from the appointee director and in the opinion of the

Board, Mr. Madhav fulfills the condition specified in the Companies Act, 2013 and Rules made there under for his appointment as an Independent Director of the Company and of the management. Copy of the draft letter for appointment of Mr. Madhavyadav as an Independent Director setting out the terms and conditions would be available for

inspection without any fee by the members at the Registered Office of the Company during normal hours on any working day, excluding Saturday.

Mr. Madhavyadav is a retired judge and have legal qualifications The Board feels that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr.Madhavyadav as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Madhavyadav as

an Independent Director, for the approval by the shareholders of the Company. Except Mr. Madhavyadav being an appointee, none of the Directors and Key Managerial

Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 4. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock Exchange.

Item 5. Change of Registered office For the administrative convenience and with a view to reduce the cost it is proposed to

shift the registered office of the company to its factory premises at 38, 39 & 40 SIDCO industrial estate, Kakalur, Thiruvallur District, Tamilnadu 602 003.

None of the Directors are interested in the above resolution.

Item 6. Reappointment of Dr. Arvind Shah as MD

The Board of Directors in its meeting dated 31st August 2010 appointed Dr. B Arvind Shah (DIN:001063744) as the Managing Director with effect from 1st October 2010 for a period of 5 years. The same was approved by the Members at their Annual General

Meeting held on 28th September 2010 by way of Ordinary Resolution. The Members had also approved the payment of minimum remuneration as may be determined by the Remuneration Committee of the Board in Compliance with Schedule XIII of the Companies Act, 1956 to Dr. B Arvind Shah. Based on this, the Remuneration Committee

had approved the payment of following minimum remuneration to Dr. Shah in addition to Commission, but total remuneration put together not to exceed 5% of the net profit of the company in any financial year.

Sl. No. Particulars Remuneration 1. Basic Pay Rs30,00,000 Per Annum

2. Perquisites Rs6,00,000 Per Annum In addition, Dr. B Arvind Shah is eligible for Gratuity, Provident Fund, Leave encashment etc as per the remuneration structure approved by the Remuneration

Committee. . The current tenure of Dr. B Arvind Shah was upto 30th September 2015. Sections 196 &

197 read with Schedule V of the Companies Act, 2013 requires the payment of minimum

remuneration in case of lack or inadequacy of profits to be approved by the Members by way of a Special Resolution for a period not exceeding three years. As a Promoter and

Managing Director, Dr. B Arvind Shah’s leadership the Company is looking forward to an exciting growth phase. In view of this, it is proposed to seek the approval of Members for re-appointment of Dr. B Arvind Shah.

A copy of the agreement containing the terms and conditions of reappointment of Dr. Arvind Shah is available for inspection without any fee by the Members at the Registered Office of the Company during normal business hours on any working day upto and including the date of the Annual General Meeting. Brief resume, nature of expertise

in specific functional areas, names of companies in which Dr. Shah hold directorships and Memberships / chairmanships of Board Committees, shareholding and relationships amongst directors inter-se as stipulated under Clause 49 of Listing Agreement with the

Stock Exchanges, are as below: Dr. B Arvind Shah , 55 years, is the son of Shri Bhabhutmalji Shah. He has a Bachelor’s degree and a Masters in Business Administration. Dr. Shah has over 28 years of

professional experience. His line of experience has been in the overall managerial area. He holds 4,88386 shares in the Company. He is a Director in the following other Companies:

Sl. No Name of the company Nature of Interest

1. Arvind Wellness Ltd. Director

Dr. Arvind Shah is a Member in the following Committees: Sl. No Name of the Company Name of the Committee Position Held

1. Arvind Remedies Limited Audit Committee Member 2. Stakeholders grievance committee Member 3. Risk Management Committee Chairman

4. Nomination & Remuneration Committee Member

Information required under Section II, Part II of Schedule V of the Companies Act, 2013:

General Information

Nature of industry

Company was incorporated on 17th June 1988 and was converted into limited company on 17th May 1995.

Financial year Details Amount ( Rs. in lacs)

2012-13 Turnover 66485.38

Profit Before Tax 6255.08 .

2013-14 Turnover 91157.28

Profit Before Tax 8639.43

Foreign investments or collaborations, if any

The Company has 2 Subsidiaries in US viz. Arvind Remedies Inc and Arvind Remedies

USA LLc incorporated in the year 2013. Details for the year ended 31st March 2014 viz. the profit/ loss of the subsidiaries are as under:

Arvind Remedies Inc Loss Rs. 232.36 Lakhs

Arvind Remedies USA LLc Loss Rs. 130.97 Lakhs

For the year 2014 - 15 there were no activities carried out by the subsidiaries and the audited accounts are yet to be made ready.

II. Information about the appointee

Background details

Dr. Shah is the Managing Director and CEO of the Company

Past remuneration

Details of past remuneration are presented above

Recognition or awards Under the leadership of Dr. Shah, your Company was awarded for Excellence in services and many more awards and recognitions were bestowed in previous years.

Job profile and his suitability

Dr. Shah holds a Masters in Business Administration. He has over 30 years of professional experience in the overall managerial area. Taking this into consideration,

the Board has bestowed the leadership of the Organization to Dr. Shah Remuneration proposed

In view of losses and as agreed by Dr. Arvind Shah, his reappointment will be within the

limits applicable as per Schedule XIII of the Companies Act 2013, to be fixed by the Nomination and Remuneration Committee Pecuniary relationship directly or indirectly with the company, or relationship with the

managerial personnel, if any Dr. Shah does not have any other pecuniary relationship with the Company.

III. Other information Reasons of loss or inadequate profits

The Company’s products require more brand visibility when compared to global

products. The Company continues to invest heavily in research and development activities and has considerable borrowings, leading to higher interest costs. These have resulted in the Company making losses. Steps taken or proposed to be taken for

improvement Marketing and Brand Building initiatives have been strengthened substantially. The Company is in the process of infusing equity capital through Rights Issue which will significantly reduce borrowings and the interest cost. A new leadership team is in place focusing increase in order booking and revenue and optimization of

costs. These will ensure overall improvement.

Expected increase in productivity and profits in measurable terms

The aforesaid steps taken / to be taken by the Company are expected to improve the

Company’s performance and profitability in the future.

IV. Disclosure: As required, the information is provided under Corporate

Governance Section of Annual Report 2015.

None of the Directors and Key Managerial Personnel except Dr. Shah as an appointee may be deemed to be concerned or interested in the Resolution.

Item No.7: Reference to BIFR (Sick Industries Provisions)

For the financial year ended 30th June 2015 the company’s net worth has eroded due to loss of Rs.325.28 Crores, wiping out the entire reserves of the company, and pursuant to

the provisions of Sick Industries reference is required to be made to the Board of Industrial Financial Reconstruction, the company has to submit application making reference on the same.

In view of the delay in implementing the Unit II and Unit III consequently there was liquidity problem experienced by the company since year 2014 and the company could not make payment of interest and installment to its Bankers from October 2014, and the operations of the unit II stand suspended.

The Company had approached its bankers earlier for reconstruction of debts but the same was not considered.

The company is now looking for investors for the funds so that at first Unit II can be made operational, to enable the company to reduce the losses. The Unit III could be completed depending on the funding by the investors.

The Notice together with this Statement may be regarded as a disclosure under Clause 49 of the Listing Agreement.

Date :11th March 2016 Place : Chennai

Registered office; By Order of the Board 190 PH Road Chennai 600 084 For ARVIND REMEDIES LIMITED.

Tel-044 27662144 Email: arl@arvindremedies.com Website: www.arvindremedies.com Managing Director

CIN:l24281TN1988PLL015882

DIRECTORS’ REPORT

Your Directors have pleasure in presenting the Twenty-seventh Annual Report together with the Audited Statement of Accounts for the 15 months period ended 30th June 2015

1.STANDALONE FINANCIAL RESULTS (Rs. in Crores)

Particulars 2014-2015

(15 months period

ended 30.6.2015)

2013-2014

(Financial year ended

31.3.2014)

Gross Income 792.93 967.01

Profit before tax (327.35) 86.39

Profit after tax (322.10) 58.90

Profit available for appropriation (after considering the balance b/f from previous year and deferred tax liability)

(207.76) 131.61

APPROPRIATIONS

Dividend of current year Nil 5.450

Corporate Dividend Tax - 0.926

Transfer to General Reserve - 10.000

Surplus carried to Balance Sheet (207.76)

2. OPERATIONS AND BUSINESS PERFORMANCE

During the 15 months period ended 30th June 2015 the net sales stood at 787.07 Crores with a reported loss of Rs 320.03 Crores as against the sales of Rs.967.01 Crores and profit before tax of Rs 86.39 Crore in the previous financial year.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year in view of the losses incurred and the need to conserve resources of the company.

4. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report for the period under review, as stipulated under Clause49 of the Listing Agreement is presented in a separate section

forming part of this report.

5. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL

YEAR

No material changes or commitments affecting the financial position of the company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

During the period under report, the company’s operations were affected adversely due strike and liquidity problem.

During the period under report, the Company’s Bank accounts became NPA since the company could not pay the interest and installment with the limited source of funds, and the Company’s Bankers have filed petition before Debt Recovery Tribunal for recovery of

their dues during the current year. The company is attending the same. During the current year, the Bankers have also issued notice under SARFAESI Regulations for recovery of dues. The company is in process of identifying strategic investors to meet

with the funds requirements, and to put into operations the Unit II at Irrungatukottai.

In view of losses for the year which has wiped out the reserves and of more than 50% of the net worth of the company the provisions of BIFR are applicable and accordingly the

company is required to file necessary application for reference. 6. SHARE CAPITAL

The paid up equity share capital of the company as at 30th June 2015 was Rs.68.13 Crores. The company currently has no outstanding shares issued with differential rights, sweat equity or ESOS

7. CONSOLIDATED ACCOUNTS

Due to change in financial year and consequently different financial years, the

Consolidated financial statements have not been prepared by the company in accordance with the requirements of Accounting Standards 21 issued by the Institute of Chartered Accountants of India (ICAI) and as per the provisions of Section 129(3) of Companies Act 20133. As per the provisions of Section 136 of the Companies Act 2013, the

Company will place separately, the audited accounts of its subsidiaries in its website www.arvindremedies.com and copy of audited financial statements of its subsidiaries will be provided to the members on request. There are three subsidiaries, viz. Arvind

Wellness Ltd., Arvind Remedies LLc US and Arvind Remedies Inc US.

During the financial year M/s. Coronet Labs P Ltd. ceased to be the subsidiary with effect from 1st October 2014.

There has been no material change in the nature of the business of the subsidiaries. The company has no subsidiary which can be considered as material within the meaning of Clause 49(V)(E) of Listing Agreement.

In accordance with the provisions of Section 136(1) of the Companies Act 2013, the following will be placed on the website of the company www arvindremedies.com

a)Annual report of the company, containing therein its standalone financial statements; and

b)audited annual accounts of the subsidiary companies will be placed on receipt. 9. HUMAN RESOURCE DEVELOPMENT

Your company has the necessary managerial band width to navigate the growth opportunities. The company has ensured that it has a strong team in manufacturing facilities, research labs, supply-chain management and in every functional area.

However, considering the potential opportunities and the organisational growth targets, there is a constant review being done to be ahead of the curve. Talent acquisition and talent retention are being given considerable emphasis in human resource management.

10. RESEARCH & DEVELOPMENT (R&D)

The company has always considered R&D as crucial for the sustained growth fo the

company. The company has spent Rs.27.03 lacs on R&D as expenditure (0.03% of its turnover) in the previous year to Rs. in the year under report.

Apart from development of new dosage forms and drug delivery systems, improvement in process and yield as well as cost reduction are also focus areas.

11. WHISTLE BLOWER POLICY/ GIVIL MECHANISM

There is a whistle blower policy in the company and that no personnel has been denied access to the Chairman of the Audit Committee The policy provides for adequate safeguards against victimisation of persons who use vigil mechanism. The whistle blower policy is posted on the web site of the company.

12. POLCY ON SEXUAL HARASSMENT

The company has a policy n prevention & prohibition of sexual harassment at workplace

. However the company is in the process of constituting a committee for the same. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no complaints have been

received under the policy.

13. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings finalized in consultation with the Directors to facilitate them to plan their schedule. However in case of special and urgent business needs, approval is taken by

passing resolutions through circulation. The information has been furnished under Report on Corporate Governance, which is annexed.

14. DIRECTORS

During the current year the term of Managing Director Dr B Arvind Shah is getting over and he is eligible for reappointment pursuant to Section 196 and other applicable provisions of the Companies Act 2013. His reappointment is taken at item No.5 of the

Notice of AGM.

During the year under report, following directors resigned due to their preoccupations/

age/ health conditions

Mr. Ankur Agarwal from 14th November 2014 Mr. R Rajamohan from 7th November 2014 Mr. VR Mehta from 21st March 2015

During the current year Dr. C M K Reddy resigned on 3rd October 2015 and Mr. Sudhir Chandra resigned on 5th November 2015

The Board places on record its sincere appreciation for the services rendered to the Company by them during their tenure as Directors of the Company. In the meeting of the Board of Directors of the Company held on 4th November 2015 Mr.

Madhavyadav was appointed as an Additional/ independent Director of the company effective from 1st October 2015. He holds the office of directorship till the conclusion of the ensuing annual general meeting. Being eligible he has offered himself for appointment as an Independent director of the company. Pursuant to the provisions of

Section 149 of the Companies Act 2013, Mr. Madhavyadav has been appointed as Independent Director for a period of five years till 30th September 2020 and the same is to be approved at the ensuing annual general meeting

Mr. MadhavYadav who are independent director, has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the companies Act 2013 and there has been no change in the circumstances which may affect his status as

independent director during the year.

In the opinion of the Board, the independent director possesses appropriate balance of skills, experience and knowledge, as required.

Mrs. Chandra Ravindran retires by rotation at the ensuing annual general meeting and being eligible offer herself for reappointment.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as independent director being appointed is furnished in the Report on Corporate Governance.

15. KEY MANAGERIAL PERSONNEL

During the year under report, Mr. Selven Daniel CFO resigned and in his place Mr. S

Raghavan has been appointed. During the year under report, the company has appointed the following persons as Key Managerial Persons Dr. B Arvind Shah Managing Director

Mr. S Raghavan CFO Mr. P R Krishnan Company Secretary

16. BOARD EVALUATION The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like

attendance and participation at meetings of the Board and Committees thereof, contribution o strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors. The annual evaluation was carried out in

the following manner:

Sr

No.

Performance evaluation of Performance evaluation performed by

1 Board and individual directors Board after seeking inputs from all directors

2 Board Committees Board seeking inputs from all committee

members

3 Individual directors Nomination and Remuneration Committee

4 Non-independent directors, Board as a whole and the Chairman

Separate meeting of independent directors after taking views from executive directors

5 Board, its Committees and

individual Directors

At the Board meeting held after the

meeting of the independent directors based on evaluation carried out as above

17. TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our company, the executive directors/ senior managerial personnel make presentations to

the inductees about the company’s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

18. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER

DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors’ appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/ criteria for selection

have been laid by the Board on the recommendation of the Committee

• the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion

of the committee are in the interest of the company

• the candidate should be free from any disqualifications as provided under Section

164 and 167 of the Companies act 2013

• the candidate should meet the conditions of being independent as stipulated under the Companies Ac 2013 and Listing Agreement entered into with Stock

Exchanges in case of appointment of an independent director and

• the candidate should possess appropriate educational qualification, skills,

experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure medical, social service, professional teaching or such other areas or disciplines which are relevant for the company’s business.

19. REMUNERATION POLICY

The objective and broad framework of the Company’s remuneration policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain

guiding principles of the company such as aligning remuneration with the longer term interests of the company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the

effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel which is approved by the Board

of Directors, subject to the approval of shareholders where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the company successfully. The relationship of remuneration to

performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve abalone between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

The Remuneration Policy is placed on the company’s website www.arvindremedies.com Information about elements of remuneration package of individual directors is provided

in the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is enclosed.

20. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors are kept at the Registered Office of the Company and will be also placed on the website of the Company.

21. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting

standards have been followed along with proper explanation relating to

material departures

ii) that your 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 June 30,2015 and of the profit of the company or the financial year;

iii) that your Directors have taken proper and sufficient care for the maintenance

of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting

fraud and other irregularities. iv) that your Directors have prepared the annual accounts on a going concern basis

iv) that your directors have laid down internal financial controls to be followed by

the company and that such internal financial controls are adequate and were

operating effectively; and

v) that your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and

operating effectively.

22. CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects

A report on Corporate Governance (Annexure I) together with a certificate of its compliance from a Practicing Company Secretary is attached. 23. FIXED DEPOSITS

During the year under review, the company has not accepted any deposits and as such no amount of principal or interest on deposits from public was outstanding as on the date of Balance Sheet.

24. AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided

in the Report on Corporate Governance.

25. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Vivekanandan & Associates (Firm Registration No.0052685),Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment. The Auditors report read with the notes to the accounts referred to therein are self

explanatory and therefore do not call for any further comments.

Reply to the disclaimer of opinion in the report:

Disclaimer of Opinion In our opinion and to the best of our information and according to the explanations given to us, consequent to the possible effects of the matter described in the Basis for our Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 30

th June 2015, and its Profit& Loss and its cash

flows for the period ended on that date.

1. The Company has destroyed pharmaceutical raw material, stock-in-process and

finished goods of value Rs. 19729.67 lacs during the period under audit under self certification and no external agencies including Drug Control Authorities, Central Excise and Pollution Control Board were involved in the process. We have been informed that there was strike by employees between third week of December 2014 to second week of February 2015.

It is explained that due to strike of employees no person was allowed to go inside the factory premises leading to failure in the environmental conditions, directly affecting the quality, purity and usage of some of the products. Subsequently

with the Court order when the management was able to enter the factory, he materials were analysed by high powered technical committee of the company. Based on the assessment inventories valued at Rs.19730.68 Lacs were identified

as no longer usable and accordingly such products were destroyed as per standard operating procedure under GMP so as to avoid any possible misuse and/or contamination with good products. Of this Rs.12617.51 Lacs was taken in the December 2014 quarter results and balance Rs.7113.17 Lacs could be

ascertained thereafter.

2. During the period under audit, the company has accounted for return for assets of capital expenditure as (part financed by the Banks by way of Term Loan) is set out below. Also, confirmations from the equipment vendors acknowledging receipt of the returned items were not available.

Particulars Amount in Rs. lakhs

Assets held under Fixed Assets – capitalized in FY 2013-14 gross block value

4348.83

Held under “Capital Expenditure on New Projects (Pending Allocation) ”

5965.61

Total amount of capital assets returned to the supplier 10314.44

In order to make the Kakkalur unit II (which was partially capitalized last year and partly lying in capital work in progress) compliant with international norms (USFDA & European Standards), certain modifications and upgradations were required. To complete this exercise major part of machinery (including items lying

under capital work in progress) were dismantled during the period and sent back to the suppliers.

The projects could not be completed for want of upgradation of machinery to meet with the requirement of USFDA guidelines and hence the machinery were returned/ sold, and the profit Rs.219.84 Lacs was adjusted in the books.

3. Letters seeking confirmation of balances were sent to various Debtors aggregating toRs.

477,49.64 lakhs representing substantial portion of total receivables.

o Replies confirming dues to the Company we received for Rs.381,59.12 lakhs and We have not received replies for the balance.

Also, we observe that Sales and Purchase transactions have been carried out with the same business entities and the receivables and payables thereon are set off against each other with minimum bank/cash transactions. And, we observe that in several debtors’ accounts (including state owned Enterprises) the receivables are netted with transfers entries to other parties or accounts. The confirmations received constitute almost 80% of the debtors and management hopes that remaining debtors will also be sending the confirmation.

4. For the Financial year 2013-14, the tax liability has been reported on book profit of Rs. 1847.51 lakhs as against Rs. 8639.43 lakhs, though tax provisioning in accounts was made for book profit of Rs.8639.43 lakhs.

Change in tax liability is yet to be computed and hence the total has been carried forward under provisions.

5. In the absence of audited financial statement of the Company’s subsidiary Arvind Remedies Inc, USA and Arvind Remedies LLC, USA we are unable to provide for diminution in the value of investments, should in case such subsidiary company has incurred losses. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

The financial year ending of 2 subsidiary companies in US is December and

currently there is no activity in these companies. Hence their balance sheets are yet to be prepared.

26. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act 2013 the company is required to appoint Cost Auditor to conduct audit of cost records of the company for the

financial year 2014-15. The company is in the process to appoint new Cost Auditor for the year. The cost audit report for the financial year 2013-14 was due to be filed with the Ministry

of Corporate Affairs by 29th September 2014, was filed on 30th September 2014 27. Management Discussion and Analysis (MDA):

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

28. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, of the Companies Act 2013, M/s. Lakshmmi Subramanian & Associates as secretarial Auditor for auditing the secretarial records of the company for the 15 months period ended 30th June 2015 and the report is Annexed hereto.

29. CORPORATE SOCIAL RESPONSIBILITY(CSR)

The company is committed to good corporate citizenship.

During the year under report, the company has constituted a CSR Committee and framed policy.

In view of losses for the year 2014-15, no provision has been made towards expenditure to CSR activities.

30. SAFETY ,ENVIRONMENT AND HEALTH

The company considers safety, environment and health as the management

responsibility Regular employee training programmes are carried out in the manufacturing facilities on safety, environment and health

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act 2013. The details of the loans and guarantees given and investments made by the company are

provided in the notes to the financial statements.

32. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of company’s business. The company has not entered into any contract, arrangement or transaction with any related party

which could be considered as material within the meaning of clause 49 of the listing agreement.

The Board has approved a policy for related party transactions. As the related party transactions for the year are nil no details as per Section 134(3) are furnished in the report.

33. PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act 2013 read with Rule 5 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year, the Company did not have any employee drawing remuneration of amounts specified and hence the details are nil

34. CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management

personnel of the company. The code incorporate the duties of independent directors as laid down in the Companies Act 2013. The said code of conduct is posted on Company’s website www.arvindremedies.com. The Board members and senior management

personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director/ CEO is given at the end of the Corporate Governance Report

35. PREVENTION OF INSIDER TRADING

The company has also adopted a code of conduct for prevention of insider trading. All

the directors, senior management employees and other employees who have access to the unpublished price sensitive information of the company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider

Trading) Regulations 2015. The Board at its meeting held on 28th May 2015 has adopted revised code of prevention

of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

36. BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013, the company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the company and its future operations

38. PARTICULARS OF ENERGY CONSERVATION ETC.

The details of energy conservation, technology absorption, foreign exchange earning and outgo are furnished in a separate statement attached to and forming7 part of this report,

in accordance with Section 134 of the Companies Act, 2013, read with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

39. EXTRACT OF ANNUAL RETURN The details are attached as MGT-9 form to this report. 40. LISTING:

The Company’s shares are presently listed at Bombay Stock Exchange Ltd. and in National Stock Exchange of India Ltd. The extract of Annual Return in form MGT9 are

annexed herewith.

41. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued co-operation of the banks and other financial institutions associated with the company. Your Directors also thank Medical fraternity for the trust reposed on the Company and the trade, the stockists and consumers for their patronage to the Company’s products. Your Directors

also place on record their profound admiration and sincere appreciation of the continued hard work put in by the employees at all levels. We look forward to the same support in our future endeavours.

FINANCIAL HIGHLIGHTS

Sales

The gross sales revenue decreased by 18% % to Rs.79293 Lakhs in 2014-15.

Operating expenses

Material cost:

The consumption of materials and finished goods (net after goods destroyed) increased

by Rs 85476 Lacs at Rs.74390 Lacs. Total consumption as a % to net sales increased to 83.46% from 76.10% last year.

Personnel costs

The personnel cost decreased by 8.2% y-y to Rs.1598.62 Lacs due to retrenchment of certain employees

Manufacturing, selling, distribution and General Administration expenses

The manufacturing, selling, distribution and other general administration expenses decreased by 27.37% y-y to Rs.2407.03 Lacs. Overall MSGA as % to net sales were at

3.06% compared to 3.64% last year. This is mainly on account of certain measures implemented during the year to compensate the increase in raw material prices.

Profits and margins

The EBITDA (earnings before interest, tax, depreciation and amortization excluding non operating income) was loss of Rs. -23665.65 lacs against profit Rs.17739.84 Lacs. The EBITDA margin as % to total operating income has declined to -30.06% compared to previous year’s level of 19%L

The profit before tax before exceptional items was Rs -32734.81 as agaianst profit of Rs.8639.43 Lacs of previous year. After tax the company slipped to loss of Rs 32003.86

lacs as against profit of Rs.5889.84 Lacs of last year.

Net worth

The net worth as at 30th June2015 stood negative at Rs -4434.58 lacs as against

Rs.27947.22 Lacs previous year. From Reserves Rs.21134.13 lacs has been utilised and uncovered loss is Rs. 11076.73 Lacs

The book value per share as at 30th June 2015 was negative Rs.-46.98 as against Rs 41.02 last year.

Fixed assets and capital expenditure

The gross block at the end of 2014-15 was reduced at Rs 28368.20 Lakhs as against last year’s Rs 42597.73 Lacs, due to return of machinery related to Beta Cepha projects to the suppliers.

Working capital and liquidity

Working capital level at the end of 2014-15 was lower compared to Rs 14067.42 Lakhs

of previous year.

Risk identification, Risk Mitigation and Internal Controls.

The company’s business comprises of marketing of pharma products . Its presence exposes it to various risks which are explained below:

Risk of fluctuation in prices of key inputs

Prices of the key ingredients used in the products marketed by the company remain volatile due to several market factors, including changes in government policies and fluctuations in the foreign exchange rates. The company has entered into long term contracts with the suppliers of these inputs to minimize the risk of fluctuation in the

input prices on its margins.

Risk of competition and price pressure

Though the company’s products enjoy a leading position in their respective categories,

the risk of entry of newer players in the market always exists. The company’s strength in the market place, coupled with its continuous thrust on improving quality of its products and offering newer products in the wellness segment, gives it an edge over the competition. The company has presence in both retail as well as institutional segments.

Both segments have their own nuances in terms of customer expectations, competition and pricing. However, the company is well focused in increasing its shares in all segments through balanced approach.

Risk of litigation related to quality of products, intellectual properties and other

litigation

Any deviation from prescribed regulations or any variation in quality from standards laid down by regulatory authorities can lead to actions from these authorities or litigation from its customers against the company. The company always strives to ensure highest standards of quality of its products and processes. The company also faces a risk of

unauthorized and illegitimate use of its brand name, packing style and other intellectual properties related to its products. The company ensures protection of its intellectual property through appropriate registrations and other legal means

Risk management The company has established a well defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable

impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner.

Industrial relationship

Industrial relations at all the works of the Company remained cordial and harmonious during the period under review. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the company to remain at the forefront

of the industry. There is no transaction conflicting with the interest of the Company

Corporate social events

The management of ARL has social consciousness by taking part with the help motive, to

the Pinjrapole veterinary hospital & farm, which is shelter for more than 2500 old disabled and abandoned cattle. This institution provide care and free treatment to animals. Also the Mother’s hall at Govt. Children Hospital Chennai the maintenance of it is being looked after with the help of NGOs.

MANAGEMENT DISCUSSION AND ANALYSIS

Global trend

The Global Pharma market is estimated to be US $ 1 trillion and is growing at an average rate of 4 to 5% per annum. Increased penetration of specialized drugs and

continued rise of emerging markets are key trends that will shape the global pharma markets in the coming years The research based pharma industry is entering an exciting new era in medicine

development. The research methods are evolving and the innovative pharma industry aims to turn fundamental research into innovative treatments that are widely available and accessible to patients, with less side effects directly addressing the site of action.

Outlook

India is ranked 3rd in volume by value and ranks 13th. Branded generics constitute 70% OF Indian pharma market. Indian exports have increased to US$ 10 billion in 2014.

Indian pharma industry is estimated to grow at nearly 20% over next 5 years. There are around 500 indian pharma manufacturing facilities registered with USFDA . Govt. of India has unveiled pharma vision 2020 aiming at making india a global leader in drug

manufacturing Indian companies are focusing on global generic and API business. R&D activities and contract research and manufacturing alliances, is also fast emerging as preferred

location. Several large selling drugs going off patent over next few years and reduced health care cost will provide attractive growth opportunities and is poised for accelerated growth in the coming years.

During the year under report, there was no change in the nature of company’s business. Domestic market

The Indian pharma industry during 2014-15 grew by mere 6.1% and reached size of approx Rs.823 bn. However it has been globally ranked third in terms of volume and tenth in terms of value. The market is expected to grow at a compounded Annual

Growth Rate of 12% over the next five years. The key factors influence growth of healthcare sector are growth in population,

increasing incidence of diseases, increasing affordability, rise in insurance and government schemes.

Future scope

Increasing investment by MNCs reflect at their renewed interest in the Indian market, with the implementation of the product patent regime and strong growth prospects. Series of major acquisitions, steady growth in new product introductions especially in the

branded segment and expansion in field force clearly indicates their renewed interest in the Indian market.

Indian generics to benefit from the ongoing wave of patent expiries. Most of the leading players have significantly expanded their ANDA filings in line with the patent expiration cycle. Hence US generics market has become significant contributor to the revenues of most leading Indian companies.

Keeping the above in mind, ARL can play vital role by going for registration of off

patented products for exports and developing the outsourcing market. Key strategy will

be to focus on the new and latest molecules approved by the authorities and share with

top companies who can market these products, focus on additional dosages - injectible

and softjel apart from tablets capsules liquid and ointments. ARL is focusing chronic

diseases segments in ayurveda, diabetics, anti arthiritis and obesity segments. This will

help to identify the new formulations without side effect. Also these alternate therapies

can very well prevent the recurrence by addressing the root cause of the ailment so that

the disease is totally eradicated rather than symptomatic elimination.

SWOT ANALYSIS

Strength

The industry has seen growth at CAGR about 15% in the last five years and it is

expected that same trend will continue. Investment on R&D has increased. The Asian countries will emerge as fastest growing hub due to low cost and favourable regulatory environment. Sales is expected to grow at faster rate in India, China, and South Korea due to rising disposable income, health insurance scheme, availability of manpower and

lower cost competencies. ARL can have its production planning to utilize the above opportunities in the domestic & global markets

Opportunities

Indian pharma has the potential to transform itself over the next decade. If spending in new drug discovery has increased to desired level, domestic firms could corner major share of global generics market in coming years. With highly talented manpower and

cost advantage India generic manufacturers are well positioned to seize opportunities arising out of patent. Indian pharma companies are already in the process to get registered for US FDA approval as the size of US drug market is around 45% of global

market. Companies who obtain US FDA approval for new drug application will save lot of money and time spent if go for off patented products on development of new drugs.

Threats & weakness

Greatest challenge and threat is too many players focused on similar bio equivalent products in the same market and thereby competition, Government Regulations and price controls, and increasing R&D costs result in providing low margins. There is also risk related to economic and political conditions in the world which in turn limits financial

benefit of growth. Another threat is risk related to exposure to the Rupee US$ exchange rate.

Internal control system and their adequacy

The company has adequate system of internal controls, based on well-defined individual roles and responsibilities with their limit of authority at various levels as well as effective feedback flow. The Board of Directors of your Company has constituted a qualified and

independent Audit Committee that reviews the adequacy of internal control at regular intervals.

The Company has appointed Cost Auditor as per the requirements of the provisions of Section 233(1B) of the Companies Act, 1956 and for the year 2012-13 the requirements have been complied with.

Human Resources

Human resource, as always, has been the major strength in the consistent development of the Organization. The HR department takes care to understand the work place phenomenon and relationships through comprehensive research. This helps the company

to explain the role of work force in the organizational success in minute detail.

ARL has a programme of periodical review of its key employees performance along with their output. This enables them to realize their strengths and further enhances them

with their awareness.

This is what enables ARL work together as an interdependent team for enhancing company’s productivity and profits.

ARL continues to lay strong emphasis on Sales Training for its field force both at the induction level and through refresher programs to enable front-line medical representatives and managers for availing their field efforts products.

For and on behalf of the Board

Place : Chennai Dr. B. ARVIND SHAH Dr. CHANDRA RAVINDRAN

Date : 11/03.2016 Managing Director Whole time

Director

Annexure To The Directors’ Report Annexure A

Information pursuant to the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY a) Energy Conservation measures taken:

The company has taken measures wherever possible, to maintain the power factor

on an on-going basis. Steps are being taken by energy audit for cost saving and reduction in energy cost

from the current year.

b) Total Energy Consumption and energy consumption per unit of production:

given below in Form A

FORM A

POWER AND FUEL CONSUMPTION:

2014-15

(upto June 2015)

2013-14

1. Electricity

a) Purchase Unit (Nos.) 707402 809933

Total amount (Rs. '000s) 6413.39 7053.81

Rate / Unit (Rs.) average 9.07 8.70

b) Own Generation

i) Through Diesel Generation

Unit (Nos) 4287 334952

Unit per ltr. Of Diesel Oil (Nos) 3.10 9.45

Cost / Unit (Rs.) 19.10 10.70

ii) Through Steam / Wind Turbine /

Generator -

Unit (Nos) -

Cost / Unit (Rs.) -

Amount (Rs.) -

2. Coal N.A N.A

Qty. (Tonnes) -

Total Cost -

Average Rate -

3. Furnace Oil N.A N.A

Qty. (K.Ltrs.) -

Total Amount -

Average Rate (Rs.)

4. Other / Internal Generation Steam by LDO N.A N.A

Quantity (in '000 kgs) -

Total Cost (Rs. '000) -

Rate per kg. (Rs.) -

Consumption per unit of production

There is no specific standard as the consumption per unit depends on the product mix of formulations (Capsules, Tablets, Ointments and Liquids) and disclosure of consumption figures per unit of production is insignificant.

B.TECHNOLOGY ABSORPTION

FORM B

1. Research and Development

Specific areas in which R & D carried out by the Company

Ongoing projects •

Development of a drug substance for Arthritis -- Research Associates • Department Of Science And Technology (Govt. Of India)- DST • Sri Ramachandra Medical University -SRMU • And clinical trials at Ayurvedic hospital Bangalore to prove the effect

at the human level

Development of drug product for Obesity Related Cardiovascular Diseases -- Research Associates

• Department Of Science And Technology (Govt. Of India)- DST • Sri Ramachandra Medical University –SRMU • Initial study to prove its effectiveness at the cellular level. • SRMC Chief of Cardiology

Development of drug product for Viral Diseases -- Research Associates

• Department Of Science And Technology (Govt. Of India)- DST • Presidency College -Dept of Microbiology • Tamil Nadu Veterinary University – initial study to prove its Toxicity

effects. • Indian Institute Of Integrative Medicine - Jammu

Development of Generic Drug substance ( ANDA ) Selected products for ANDA development

Non steroidal anti inflammatory drug with AA category Anti hypertensive drug with AB category Central nervous system drug with AB category Skeletal muscle relaxant with AB category Respiratory dieses drug with AB category

2. Benefits derived as a result of the above R & D

• The Company has the advantage to come out with new formulations • The Company is able to proceed further operations in Phases.

• The Company has new plant at Irrungatukottai which is equipped with facility to manufacture tablets, capsules, liquid, ointment, injectibles and soft jel can be manufactured under one roof.

3. Expenditure on Research and Development

Total R & D expenditure as percentage to the total turnover for the year 2014-115 is Rs.27.03 lacs ( 0.03% of the turnover) 4. Technology Absorption, Adoption and innovation

No new technology has been imported or adopted

5. Foreign Exchange Earnings and outgo

During the year foreign exchange earnings were Rs.360.25 Lacs as against the outgo of Rs Nil.

For and On behalf of the Board

Place : Chennai Dr. .B. ARVIND SHAH Dr. CHANDRA RAVINDRAN

Date : 11/03.2016 Managing Director Whole-time Director

REPORT ON CORPORATE GOVERNANCE

(Pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges)

1. Company’s Philosophy on Corporate Governance Code

Arvind Remedies Limited believes in continuous good corporate governance and always strives to achieve performance at all levels by adhering to corporate

governance practice, such as – � Fair and transparent business practice � Effective Management Control by the Board

� Adequate representation of promoter, executive and independent directors

� Legal and Statutory compliances in its true spirit � Promote ethical and responsible decision making

2. Board of Directors

Composition

The Board has the optimum combination of executive and non-executive Directors and the composition of the Board is in conformity with Clause 49 of the

Listing Agreement. As on date of this report, Board of Directors of the Company comprises of two executive Directors, and one non–executive Directors, who is independent Directors. The Executive Directors are Dr. B Arvind Shah, who is the

CEO & Managing Director, and Dr. Chandra Ravindran, Whole-time Director.

The composition and category of Directors and their memberships in other Board/Committees during the year 2014-2015 are as under –

S.No

.

Name of the

Director

Category No. of other

directorships

No. of

Membership in

other Board /

Committees

1 Dr. B Arvind Shah

MD and

Promoter** 1 Nil

2 Dr Chandra Ravindran ED** Nil Nil

3 Dr. C.M.K. Reddy@4 NE and ID*** Nil Nil

4 Mr. R. Raja Mohan@1 NE and ID*** 2 Nil

5 Mr. V R Mehta@3 NE and ID*** 2 Nil

6 Mr. Ankur Agarwal@2 ED** 2 Nil

7 Mr. Sudhir Chandra@5 NE and ID*** Nil Nil

** ED-Executive Director

***NE and ID- Non- executive and independent

director @1 for part of year -resigned on 7th November 2014 @2 for part of year -resigned on 14th November 204

@3 for part of year- resigned on 21st March 205

@4 for part of year- resigned on 3rd October2015 @5 for part of year- resigned on 5th November 2015 The share holding of independent directors in the company’ Equity Shares (Rs.10

each) is as under: Dr. C.M.K. Reddy 5,250

Mr R Raja Mohan nil Mr. Sudhir Chandra 2,500

Mr. V R Mehta 20,000

Board Proceedings:

The Board of the Company met 7 times during the financial year 2014-15 on the following dates – On 30th May 2014, 9th August 2014, 29th September 2014, 13th November 2014,

11th February 2015 27th February 2015 and 28th May 2015. The annual operating plans, budgets, quarterly results, performance of the

company and other information, including those specified under Annexure 1A to the Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges, as may be amended from time to time, were duly placed before the Board and discussed by the Directors of the Company.

Attendance of Directors at the Board Meetings and last Annual General Meeting –

S.No. Name of Director Attendance

Board Meeting Last AGM

1 Dr. B Arvind Shah 7 Yes

2 Dr. Chandra Ravindran 7 Yes

3 Dr. C.M.K. Reddy@ 7 Yes

4 Mr. R. Raja Mohan@ 3 Yes

5 Mr. V R Mehta@ 6 Yes

6 Mr. Ankur Agarwal@ 3 Yes

7 Mr. Sudhir Chandra@ 5 Yes

@ Directors for part of year

3. Audit Committee

The Audit Committee was constituted with three non-executive directors, viz. with Mr. R. Raja Mohan, Chairman, Mr. V. R Mehta and Dr. CMK Reddy the members,

all of them independent directors. The Company Secretary is the Secretary to the Committee. The Statutory Auditors, Cost Auditor, Internal Auditor and Chief Financial Officer are other invitees to all the meetings of the Committee. The terms of reference of the Audit Committee are to overview the accounting

systems, financial reporting and internal controls of the Company and are wide enough to cover the mandatory items as required under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.

During the year in view of the resignation of Mr. Raja mohan the committee was reconstituted with Dr. Sudhir Chandra as its Chairman, and Dr CMK Reddy and Mr. V R Mehta as Members.

The Audit Committee met 5 times during the year and Attendance of Audit Committee is as under:

Date Total Members Attendance by number of

members

30.05.2014 3 3

09.08.2014 3 3

13.11.2014 2 2

27.02.2015 3 3

28.05.2015 2 2

The role of Audit Committee and terms of reference specified by the Board to the

Audit Committee are wide enough to cover the mandatory items, as required, under clause 49 of the Listing Agreement. : • Review of the Company’s financial reporting process, the financial

statements and financial / risk management policies.

• Review Quarterly, Half-yearly and Annual Financial Accounts of the Company and discuss with Auditors.

• To meet and review with External and Internal Auditors the Internal

Control Systems and to ensure their compliance.

• To review matters as required under the terms of Listing Agreement. • To investigate matters referred to it by the Board.

4. Nomination and Remuneration Committee

The Board has constituted Nomination and Recruitment Committee with three independent directors to look after the appointment, promotions and payment of remuneration to the working directors and senior executives of the company. The members of the Committee are Dr. C.M.K. Reddy (Chairman) Mr. R. Raja Mohan.

and Mr. V R Mehta. The Committee met once during the year as per the details given below:

Date Total members Attendance by number

of members

27.02.2015 2 2

a) Composition:

As all decisions regarding the remuneration of executive and non-executive

directors are taken by the entire board of directors of the Company no formal Remuneration Committee was has been constituted.

b) Remuneration Policy:

Remuneration to Managing/ Executive Directors is paid as per their terms of appointment duly approved by the shareholders. Commission to the Director is paid as approved by the Board within the limits prescribed under the

Companies Act, 2013

c) Remuneration to directors:

The details of the remuneration paid/ payable to the directors during the year

2014-15 are given below:

Name All elements of

remuneration

package i.e. salary

benefits, bonus,

pension, etc. for the

period (Rs. lacs)

Commission

(Rs.)

Sitting

Fees

(Rs. Lacs)

Executive Director

Dr. B Arvind Shah 19.89 ---

Dr. Chandra Ravindran 3.22 --- ---

Mr. Ankur Agarwal* 10.23 --- ---

Non-Executive Director

Dr. C.M.K. Reddy --- --- 78300

Mr. R Rajamohan* 17100

Mr. Sudhir Chandra --- --- 28800

Mr. V. R Mehta --- --- 74700

Total 33.34 198900

*worked part of the year

Presently, the Company has not formulated scheme for grant of Stock options either to the Executive Directors or employees.

5. Stakeholders Relationship Committee

The Board has constituted Stakeholders Relationship Committee which looks into

the shareholders’ and investors’ grievances with Mr. V R Mehta as its chairman and Dr CMK Reddy and Mr. Sudhir Chandra as its members. During the year the Committee met five times and the attendance of Shareholders’/Investors’ Grievance Committee are given below:

Date Total members Attendance by number

of members

30.05.2014 3 3

09.08.2014 2 2

13.11.2014 3 3

27.2.2015 3 3

28.05.2015 2 2

• The Company’s Shares are compulsorily traded in dematerialised form. Hence

the Committee meets at relevant intervals considering the volume of transfers received in the physical segment.

• The Company has no transfers pending at the close of the financial year.

• Mr. P.R. Krishnan, Company Secretary was the Compliance Officer of the

Company.

Number of complaints received from the investors during the year 2014-15 and their status are as follows.

No. of Complaints received 15

No. of Complaints disposed of 14

No. of Complaints pending at the year end 1

6.General Body Meetings

The location and time of Annual General Meetings (AGM) held during the last 3 years are as follows:

AGM Date Time Venue No. of

Special

Resolutions

Passed

24th AGM 14.09.2012

09.30 a.m

Banquet hall of Hotel Great Value Marina Inn, Gandhi Irvin road

Egmore, Chennai 600 008

One

25th AGM 23.09.2013

09.30 a.m.

Dynasty Hall, Hotel Ambassador Pallava, Montieth Road, Egmore,

Chennai 600008

Nil

26th AGM 29.09.2014

09.30am

Santhosh Hall of VGP Golden Beach Resort, Injambakkam,

Chennai

Three

Special Resolution passed in previous 3 AGMS:

The Company has passed following Special Resolutions during the last three Annual General Meetings.

a) AGM held on 29th September 2014

i) increasing borrowing power to Rs.600 Crores

ii) create charge/mortgage upto Rs.600 Crores iii) adoption of new articles of association

b) AGM held on 23rd September 2013

Nil

c) AGM held on 14th September2012

Modification in earlier resolution of general meeting, that the application money to be collected @25% of the value on the convertible equity warrants issued.

Extra Ordinary General Meeting

During the year 2014-15, Extra Ordinary General Meeting was held on 28th August 2015 for approval of the following a) Change in Statutory Auditors due to resignation

Postal Ballot

During the year 2013-14 for the court convened meeting for demerger the item covered in the EGM by special resolutions was taken for passing through postal ballot by your Company.

6. SUBSIDIARY COMPANY

During the year, M/s. Coronet Labs P Ltd. ceased to be the Subsidiary company. The wholly owned subsidiary companies incorporated in US are Arvind Remedies Inc and Arvind Remedies USA LLc and wholly owned Indian subsidiary company is Arvind Wellness Limited.

In view of different financial year ending of subsidiaries and the company pursuant to the provision of Section 129 of the Companies Act, 2013, the abstract

of details of the subsidiaries are not attached and also the consolidated accounts are not provided. However copy of the balance sheet of the subsidiary companies will be placed on the website of the company when ready with the auditors report thereon.

7. Disclosure

Related Party Transactions

a. No transaction of material nature has been entered into by the Company with related parties, i.e., Directors or Management including senior management, their subsidiaries or relatives conflicting with the Company’s

interest at large.

b. The Register of Contracts pursuant to Section 184 of the Companies Act, 2013 is maintained for the related party transactions. The loan and

advances to the Subsidiary companies have been within the limits specified under Section 185 of the Companies Act, 2013.

8. There were no instances of non-compliance by the Company on any matter

related to Capital Markets during the last three years, except for short delay to submit the December 2014 quarter financial results. Due to change of auditors and change of accounting year, the financial results for March 2015 and June 2015 were delayed. Total penalty imposed for the delays by BSE/ NSE was Rs

35,72,296/- and subsequently from 27th November 2015 the trading of the shares of the company has been suspended.

9. The Company has a formal whistle blower policy and access to Audit Committee is made available to every employee.

10. The Company has complied with all the mandatory requirements of the Corporate

Governance Code including Board Composition, Audit Committee, Shareholders Grievance Committee, Disclosures to be made to the Board and Audit Committee including related party transactions, Accounting treatments, Risk Management

etc.

With respect to Non-mandatory requirements, the Company has no qualifications in the Auditor’s Report.

11. Details of Director seeking reappointment in the forthcoming Annual

General Meeting.

(in pursuance of Clause 49 of the Listing Agreement)

Name of Director Mrs. Chandra Ravindran

Date of Birth 06/09/1958

Age 57 yrs

Appointed on 09/12/1995

Qualification PhD in Biochem

Expertise Research analysis

Directorships held in other public companies

Nil

Memberships/ Chairmanships of Committees across Public Companies

Nil

12. Reappointment of Independent Director

(in pursuance of Clause 49 of the Listing Agreement)

Name of Director Mr. Madhavyadav

Date of Birth 07/01/1950

Age 65 years

Appointed on 1st October 2015

Qualification BA BL (Retd Judge)

Expertise Legal Matters

Directorships held in other

public companies

Arvind Wellness Ltd.

Memberships/ Chairmanships of Committees across Public

Companies

Nil

13. CEO / CFO Certification

As required under Clause 49 of the Listing Agreement a Certificate duly signed by Dr. B. Arvind Shah, Managing Director and CEO and Mr. S Raghavan, Chief Finance Officer of the Company was placed at the meeting of the Board of Directors held on 7th March 2016.

14. Code of Conduct

The Board of Arvind Remedies Limited has laid down a code of conduct for all the

Board members and the Senior Management. The code of conduct has been posted in the company’s website www.arvindremedies.com. All the Board members and the Senior Management personnel have affirmed compliance of the

code. A declaration of MD & C E O of the Company is attached to this Annual Report.

15. Means of Communication

• The annual, half yearly and quarterly results are forthwith being submitted to the Stock Exchanges where shares are listed and are available on their website.

• Management discussion and analysis forms part of the Annual Report.

• The Un-audited results for every quarter and the Audited results for the year

end are published in Makkal Kural (Tamil) & Trinity Mirror (English) newspapers.

16. General Shareholder Information

• The Twenty Seventh Annual General Meeting of the Company will be held on Monday, the 18th April 2016 at VGP Golden Beach, ECR Road Injambakkam, Chennai at 10.00 a.m.

• Date of Book Closure: The Register of Members and Share Transfer Book of

the Company will remain closed from 15th April to 18th April 2016 (both days inclusive).

• Financial Calendar – July 1, 2015 to March 31, 2016

Reporting for: with limited review - Quarter ending September 30, 2015 14th November, 2015* - Quarter ending December 31, 2015 14th February , 2016* - Year ending March 31, 2016 14th May 2016(if unaudited) or

30th May , 2016(if audited) - Annual General Meeting On or before 30th September 2016 * Not yet given and there is delay.

• Listing on Stock Exchanges: (a) National Stock Exchange of India Ltd.,

(b) Bombay Stock Exchange Ltd

Stock Code 531823 – Bombay Stock Exchange Ltd ARVINDREM – National Stock Exchange of India Ltd

• Market Price Data**

B S E N S E

High(Rs.) Low(Rs.) Volume(No.) High(Rs.) Low (Rs.) Volume (No.)

Apr 14 45.70 40.25 3050873 45.65 41.60 6034157

May14 43.30 38.0 5099023 43.70 38.0 9480803

June14 42.40 35.50 7133087 42.25 35.60 198435-1

July 14 42.40 30.00 4207458 42.30 30.00 20265631

Aug 14 50.90 30.10 18805036 50.80 30.10 56898973

Sep 14 66.05 44.80 34769318 66.20 46.35 77001108

Oct 14 48.90 39.00 13140300 50.15 39.00 49971987

Nov 14 48.25 29.80 16379751 48.40 29.60 47336542

Dec 14 33.40 23.25 10775699 33.35 23.05 35072224

Jan 15 32.45 20.20 10626424 32.45 20.25 32057973

Feb 15 23.65 16.10 7722566 23.70 16.10 23389589

Mar 15 16.50 10.00 8639464 16.40 9.90 25452759

Apr 15 24.60 15.48 16080299 24.50 15.45 40560381

May 15 17.15 13.15 2500474 17.00 13.10 8333138

Jun 15 15.70 11.16 3510781 15.60 11.00 8612011

• Share Transfer System:

Registrar and Share Transfer Agents: M/s. Cameo Corporate services Ltd. All the transfers are processed and approved by the Share Transfer Committee, which normally meets regularly depending on the volume of transfers.

• Distribution of Shareholding as on June 30, 2015

Slab of

Shareholding

Shareholders % Amount

(in Rs.)

%

1 – 5000 55025 76.2975 89607350 13.1531

5001– 10000 7750 10.7461 65428000 9.6039

10001– 20000 4480 6.2119 70910690 10.4087

20001– 30000 1630 2.2601 42576150 6.2496

30001– 40000 757 1.0496 27669740 4.0615

40001– 50000 666 0.9234 31847090 4.6747

50001–100000 1044 1.4476 77419780 11.3642

100001&above 767 1.0635 2175801200 40.4839

TOTAL 72119 100.0 681260000 100.00

• Distribution of shareholding pattern according to categories of

shareholders as on June 30, 2015

Category No. of shares

Held

% of share

holding

1 Indian Promoters 2435556 3.57

2 Persons acting in concert with the promoters

0

3 Private Corporate Bodies 9403286 12.60

4 Foreign Shareholders 0

5 Indian Public 58479158 83.83

Total 68126000 100.00

Shares dematerialised upto June30, 2015

No. of shares % of shares No. of

Shareholders

% of

Shareholders

67843626 99.5864 71808 99.5687

Dematerialisation and liquidity of shares: The Company’s shares are compulsorily traded in dematerialised form.

• Location of Plants:

i. Unit I Shed Nos.38, 39 & 40, SIDCO Industrial

Estate, Kakkalur, Tiruvallur Dist, Tamil Nadu, India

ii. Unit II Plot No.G28 & 29 SIPCOT

Industrial Estate Irrrungatukottai Kancheepuram Dist. Tamil Nadu, India

iii. Unit III

Plot No.G44,45&46, SIDCO Industrial Estate,

Kakkalur, Tiruvellore Dist. Tamil Nadu, India • Investor Correspondence:

The Company Secretary Arvind Remedies Ltd 38,39 & 40, SIDCO industrial estate, Kakalur Dist Thiruvallur, Tamilnadu

602003 Phone (044) Or

Cameo Corporate Services Ltd No.1, Club House Road, Subramanian Building,

Chennai 600 002 Phone (044) 28460390

Shareholders, holding shares in electronic mode shall send all their correspondence to their respective Depository Participants with regard to change in bank account or address etc.

DECLARATION OF M D & C E O

I, Dr. B. Arvind Shah, Managing Director and CEO of Arvind Remedies Ltd., do

hereby declare that the Company has duly complied with requirement relating to the code of conduct as laid down in Clause 49 (I) (D) of the Listing Agreement with the Stock Exchanges.

Dr. B. Arvind Shah

Managing Director & CEO

Arvind Remedies Ltd.

AUDITORS’ CERTIFICATE

To the Members of

ARVIND REMEDIES LTD.

We have examined the compliance of conditions of corporate governance by ARVIND REMEDIES LTD., for the year ended June 2015 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).

The Compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of the

Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the

explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

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

For Vivekanandan & Associates

Chartered Accountants

Firm Regn No 0052685

Partner Membership No.204045

Chennai 11.03.2016

CERTIFICATE Pursuant to Clause 49 (V) of the Listing Agreement

a)We have reviewed financial statements and cash flow statement for the year ended 30.06.2015 and that to the best of our knowledge and belief

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) These statement together present a true and fair view of the Company’s affairs and are in compliance with existing accounting

standards, applicable laws and regulations. b) There are, to the best of our knowledge and belief, no transactions entered

into by the company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

c) We accept that it is our responsibility to establish and maintain internal

controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and have disclosed to the Auditors and the Audit Committee, wherever applicable.

a. deficiencies in the design or operation of internal controls, if any, when come to our notice and we take steps or propose to take steps to rectify those deficiencies.

b. Significant changes in internal control

c. Significant changes in accounting policies and that the same have been disclosed in the notes to the financial statements

d. Instances of significant fraud of which we have been aware and the involvement therein, if any of the management or an employee having

a significant role in the company’s internal control system.

G. Raghavan Dr.B Arvind Shah CFO MD & CEO

Annexure To The Directors’ Report Annexure A

Information pursuant to the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988.

B. CONSERVATION OF ENERGY a) Energy Conservation measures taken:

The company has taken measures wherever possible, to maintain the power factor on an on-going basis.

Steps are being taken by energy audit for cost saving and reduction in energy cost from the current year.

b) Total Energy Consumption and energy consumption per unit of production:

given below in Form A

FORM A

POWER AND FUEL CONSUMPTION:

2014-15

(upto June

2015)

2013-14

1. Electricity

a) Purchase Unit (Nos.) 707402 809933

Total amount (Rs. '000s) 6413.39 7053.81

Rate / Unit (Rs.) average 9.07 8.70

b) Own Generation

i) Through Diesel Generation

Unit (Nos) 4287 334952

Unit per ltr. Of Diesel Oil (Nos) 3.10 9.45

Cost / Unit (Rs.) 19.10 10.70

ii) Through Steam / Wind Turbine / Generator -

Unit (Nos) -

Cost / Unit (Rs.) -

Amount (Rs.) -

2. Coal N.A

Qty. (Tonnes) -

Total Cost -

Average Rate -

3. Furnace Oil N.A

Qty. (K.Ltrs.) -

Total Amount -

Average Rate (Rs.)

4. Other / Internal Generation Steam by LDO N.A

Quantity (in '000 kgs) -

Total Cost (Rs. '000) -

Rate per kg. (Rs.) -

Consumption per unit of production

There is no specific standard as the consumption per unit depends on the product mix of formulations (Capsules, Tablets, Ointments and Liquids) and disclosure of consumption figures per unit of production is insignificant.

B.TECHNOLOGY ABSORPTION

FORM B

1. Research and Development

Specific areas in which R & D carried out by the Company

Ongoing projects •

Development of a drug substance for Arthritis -- Research Associates • Department Of Science And Technology (Govt. Of India)- DST • Sri Ramachandra Medical University -SRMU

Development of drug product for Obesity Related Cardiovascular Diseases -- Research Associates

• Department Of Science And Technology (Govt. Of India)- DST • Sri Ramachandra Medical University –SRMU • SRMC Chief of Cardiology

Development of drug product for Viral Diseases -- Research Associates

• Department Of Science And Technology (Govt. Of India)- DST • Presidency College -Dept of Microbiology • Tamil Nadu Veterinary University • Indian Institute Of Integrative Medicine - Jammu

Development of Generic Drug substance ( ANDA ) Selected products for ANDA development

Non steroidal anti inflammatory drug with AA category Anti hypertensive drug with AB category Central nervous system drug with AB category Skeletal muscle relaxant with AB category Respiratory dieses drug with AB category

2. Benefits derived as a result of the above R & D

• The Company has the advantage to come out with new formulations • The Company is able to proceed further operations in Phases.

• The Company has new plant at Irrungatukottai which is equipped with facility to manufacture tablets, capsules, liquid, ointment, injectibles and soft jel can be manufactured under one roof.

3. Expenditure on Research and Development

Total R & D expenditure as percentage to the total turnover for the year 2014-115 is

0.03%.

4. Technology Absorption, Adoption and innovation

No new technology has been imported or adopted

5. Foreign Exchange Earnings and outgo

During the year foreign exchange earnings were Rs 266.45 Lacs as against the outgo of Rs Nil.

For and On behalf of the Board

Place : Chennai Dr. .B. ARVIND SHAH Dr. CHANDRA RAVINDRAN Date : 11/03.2016 Managing Director Whole-time Director

ANNEXURE TO DIRECTORS REPORT EXTRACT OF ANNUAL RETURN

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

I. REGISTRATION DETAILS CIN L24231TN1988PLC015882 Registration Date 17th June 1988

Name of the Company ARVIND REMEDIES LIMITED Category/Sub Category of the Company LIMITED COMPANY Address of the Registered Office and Contact Details

38,39&40 SIDCO INDUSTRIAL ESTATE KAKALUR THIRUVALLUR DISTRICT, TAMILNADU 602 003

Whether Listed Company YES Name, address and contact details of Registrar And Transfer Agent, if any

CAMEO CORPORATE SERVICES LIMITED 1,

SUBRAMANIAN BUILDING CLUB HOUSE ROAD

CHENNAI 600 002

II. PRINCIPAL BUSINESS ACTIVITIES All the business Activities contributing 10% or more of the total turnover of the Company shall be stated: Name and Description of main Products / Services

NIC Code of the Product/Service

% to Total Turnover

Formulations- Pharma products - 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIA TE COMPANIES S.No Name and Address

of the Company CIN/GLN Holding/Subsidiary

/Associate % of Share held

Applicable Section

1 ARVIND WELLNESS LTD

U74900TN2013PLC090457

SUBSIDIARY 100

2 ARVIND REMEDIES INC

Not applicable SUBSIDIARY 100

3 ARVIND REMEDIES USA LLC

Not applicable SUBSIDIARY 100

I. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding:

Category of

Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of

Change during

the Year

Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares

(A) Promoters (1) Indian (a) Individual/HU 24627812 0 24627812 36.15 2435556 0 2435556 3.57 -32.58

F (b) Central Govt (c) State Govt (s) (d) Bodies Corp. (e) Banks / FI (f) Any Other

Sub-Total (A) (1) 24627812 0 24627812 36.15 2435556 0 2435556 3.57 -32.58 (2) Foreign (a) NRIs –

Individuals 0

(b) Other – Individuals

0

(c) Bodies Corp. 0 (d) Banks / FI 0 (e) Any Other…. 0

Sub-Total (A) (2) 0

Total Shareholding of Promoter (A) = (A) (1) + (A)

(2)

24627812 0 24627812 36.15 2435556 0 2435556 3.57 -32.58

(B) public Shareholding (1) Institutions (a) Mutual Funds (b) Banks/FI 106977 0 106977 0.16 189671 0 189671 0.28 +0.12 (c) Central Govt 0 (d) State Govt (s) 0 (e) Venture Capital

funds 0

(f) Insurance Companies

0

(g) FIIs 30000 0 30000 0.04 2000 0 2000 .003 -0.0397 (h) Foreign Venture

Capital Funds 0

(i) Others (Specify)

0

Sub-Total (B)(1) 136977 0 136977 0.20 191671 0 191671 0.28 +0.08 (2) Non- Institutions (a) Bodies Corp

i. Indian 29846333 315 29846648 43.81 9397577 315 9397892 13.8 -21.0 ii. Overseas

(b) Individuals i. Individual

shareholders holding nominal share capital up to Rs. 1 lakh

2956225 266459 3222684 4.73 36121879 259159 36381038 53.42

ii. Individual shareholders holding nominal

8741220 12250 8753470 12.85 14459146 22250 14481396 21.26

share capital in excess of Rs 1 lakh

(C) Others (Specify)

Clearing Members 577841 0 577841 0.85 259187 0 259187 0.38 HUFs 596849 0 596849 0.88 2392955 0 2392955 3.51 0NRI 363719 0 363719 0.53 2586305 0 2586305 3.80 Sub total (B)(2) 43082187 43361211 63.65 65492170 281724 65498773 96.16 Total Shareholding of Public = (B) (1) + (B) (2)

43219164 279024 43498188 63.85 65408720 281724 65690444 96.44

C. Shares held by custodian for GDRs & ADRs

0

Grand Total (A+B+C)

67846976 279024 68126000 100 67844276 281724 68126000 100%

(ii) Shareholding of Promoters:

S.No

Shareholders’ Name

Shareholding at the beginning of the year

Shareholding at the end of the year % of

Change during

the Year No. of

Shares

% of total

Shares of the

company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total

Shares of the

company

%of Shares Pledged /

encumbered to total shares

1 Arvind kumar B Shah 11631368 17.07 78.12 488368 .7168 100 2 Arvindkumar B Shah

HUF 2335188 3.43 0 4188 .02 29.51

3 Nikita Shah 490100 0.72 0 480000 .7046 100 4 Baby Rani 6661174 9.78 0 480056 .0746 100 5 Deepti kumari 644519 0.95 0 484519 .7112 100 6 Anand kumar A Shah 1902031 2.79 0 483031 .7090 100 7 Sankeshwara Credit &

Inv Ltd. 193955 0.28 0 3955 .0058 100

8 Shreyance Finance Ltd. 267584 0.39 0 584 .0008 100 9 Arvind Health care P Ltd. 163855 0.24 0 855 .0012 100 10 11 12

Total 24627812 36.15 2435556 3.57 95.66

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

S.No Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the No. of shares

% of total shares of the

company company 1 At the beginning of the year 24627812 36.15

2 Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease

-22192256 32.57 2435556 3.57

3 At the End of the year 2435556 3.57 (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S.No For Each of the Top 10

Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the company

No. of shares % of total

shares of the company

1 At the beginning of the year 26053115 38.24

2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Due to sale of shares by Bodies corporate(public) in the market during Sept 2014 to Nov. 2014

-21745216

31.92

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

4307899 6.32

(v) Shareholding of Directors and Key Managerial Personnel: Director Name: Dr. CMK Reddy

S.No For Each of the Directors

and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the company

No. of shares % of total

shares of the company

1 At the beginning of the year 5250 .07

2 Increase / Decrease in directors Share holding during the year specifying the reasons for increase / decrease :Inter-Se Transfer

3 At the End of the year 5250 .07

Director Name: Mr. Raja Mohan

S.No For Each of the Directors

and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the company

No. of shares % of total

shares of the company

1 At the beginning of the year 2625 .004

2 Increase / decrease in Promoters Share holding during the year specifying the reasons for increase / decrease : Inter-Se Transfer -by sale of shares in market

-2625

.004

3 At the End of the year 0 0 Director Name: Mr. Sudhir Chandra

S.No For Each of the Directors

and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the company

No. of shares % of total

shares of the company

1 At the beginning of the year 2500 .003

2 Increase / Decrease in directors Share holding during the year specifying the reasons for increase / decrease :Inter-Se Transfer

0

3 At the End of the year 2500 .003 Director Name: Mr. V R Mehta

S.No For Each of the Directors

and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the company

No. of shares % of total

shares of the company

1 At the beginning of the year 20000 .029

2 Increase / Decrease in directors Share holding during the year specifying the reasons for increase / decrease :Inter-Se Transfer

0

3 At the End of the year 20000 .029

II. INDEBTEDNESS:

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

S.No. Particulars Secured Loans

excluding Deposits

Unsecured Loans Deposits Total Indebtedness

(A) (B) ('C) (D)=(A+B+C)

(A) Indebtedness at the beginning of the Financial Year Rs. in lakhs

(i) Principal Amount 65644.06 896.52 nil 66540.58 (ii) Interest due but not paid 39.86 20.06 59.92 (iii) Interest accrued but not due 570.36 - 570.36 Total ( i+ii+iii ) 66254.28 916.58 67170.86

(B) Change in Indebtedness during the Financial Year

Addition Reduction Net Change 6711.79 9814.37 nil 16506.10

(C) Indebtedness at the end of the Financial Year

(i) Principal Amount 72966.07 10640.49 nil 83606.56 (ii) Interest due but not paid - 70.40 70.40 (iii) Interest accrued but not due - - - Total ( i+ii+iii ) 72966.07 ¤ 10710.89 nil 83676.96

7 III. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSON NEL:

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

Rs in Lakhs

S.No Particulars of Remuneration

Name of MD/WTD/Manager Total Amount

1 Gross salary (a) Salary as per provisions

contained in section 17(1) of the Income-tax Act, 1961

Arvind B Shah

18,55,000

Chandra Ravindran

3,00,000

Ankur Agarwal

10,23,000

31,78,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

1,34,000 22,000 - 1,56,000

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

0 0 0 0

2 Stock Option 0 0 0 00

3 Sweat Equity 0 0 0 0 4 Commission

- as % of profit - others, specify…

0 0 0 0

5 Others, please specify Nil

Total (A) 33,34,000 Ceiling as per the Act

B. Remuneration to other Directors:

S.No Particulars of Remuneration

Name of Directors Total Amount

a. Independent Directors • Fee for attending board / committee meetings • Commission • Others, please specify

Rajamohan Rs 19000 Less TDS nil

VR Mehta 83000 Less TDS nil

Dr. CMK Reddy 87000 Less TDS nil

Sudhir Chandra 32000 Less TDS nil

Rs 198900

Total (1) 198900

S.No Particulars of Remuneration

Name of Directors Total

Amount

b. Other Non-Executive Directors • Sitting Fee for attending board / committee meetings • Commission • Others, please specify

NIL

Total (2) 0 Total (B) = (1)+(2) 198900 Total Managerial Remuneration

3376900

Overall Ceiling as per the Act

5% of Net Profit

C. Remuneration to other Directors, Key Managerial Personnel other than MD/MANAGER/WTD:

In Lakhs (15 months)

S.No Particulars of Remuneration

Key Managerial Personnel CEO CFO CS Total

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- G Ramachandran Rs.3,54,839Rs. S Balakrishnan

5,52,420 Selven Daniel Rs.8,08,333 G.Raghavan

Rs.20,000 Total

Rs.17,35,592

P R Krishnan Rs. 10,80,000

Rs.28,15,592 (b) Value of perquisites u/s

17(2) Income-tax Act, 1961 - G

Ramachandran 25,548

S Balakrishnan

Rs.70,560

39,774 Selven Daniel

58,200

Rs.1,94,082 (c) Profits in lieu of salary

under section 17(3) Income-tax Act, 1961

-- 0 0 0

2 Stock Option - 0 0 0 3 Sweat Equity - 0 0 0 4 Commission

- as % of profit - others, specify…

- 0 0 0

5 Others, please specify - 0 0 Total (A) - Rs.18,59,114 Rs.30,09,674

IV. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the

Companies Act

Brief Description

Details of Penalty /

Punishment/ Compounding fees imposed

Authority [RD /

NCLT/ COURT]

Appeal made, if any

(give Details)

Penalty NIL Punishment NIL Compounding NIL

C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding NIL

ANNEXURE FORM AOC – 2

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with

Rules 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain

arms length transactions under third proviso thereto:-

1. Details of Contracts or arrangements or transact ions not at arm’s length basis- a) Name(s) of the related party and nature of relationship – CORONET LABS PVT LTD. (Subsidiary company till 30.09.2014) b) Nature of transaction - Inter corporate loans Total paid Rs.5,26,57,628.00 Received back Rs.5,22,62,437.30 Balance to be received Rs. 3,95,191/- Investment in shares Amount paid Rs.3,55,88,748/- Transactions- materials Amount paid Rs.14,45,756.83 Amount Recd Rs.10,88,646.42 Balance to be recd Rs. 3,57,110.41 c) Duration of the transaction – April 2014 to June 2015 d) Salient terms of the transaction including the value, if any – e) Date of approval by the Board, if any- f) Amount paid as advances. If any- nil 2. Details of material contracts or arrangements or transactions at arm’s length basis – a) Name(s) of the related party and nature of relationship - b) Nature of transaction - Nil c) Duration of the transaction – d) Salient terms of the transaction including the value, if any – e) Date of approval by the Board, if any- f) Amount paid as advances. If any-

FORM AOC – 1 (Pursuant to first Proviso to sub-section (3) of section 129 read with rule 5 of Companies

(Accounts) Rules, 2014)

Statement containing salient features of the financ ial statement of subsidiaries/associate Company/ joint ventures)

Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with Rupees in Crores)

Sr No Name of t he Subsidiary NA

1

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

JANUARY-DECEMBER

2 Reporting currency & Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries

3 Share Capital 4 Reserves & Surplus 5 Total Assets 6 Total Liabilities 7 Investments 8 Turnover 9 Profit before taxation 10 Provision for taxation 11 Profit after taxation 12 Proposed Dividend 13 % of Shareholding

1. Names of Subsidiaries which are yet to commence operations: nil 2. Name of subsidiaries which have been liquidated or sold during the year: nil

Part “B”: Associates and Joint Ventures

Statement pursuant to section (129(3) of the Compan ies Act, 2013 related to Associate Companies and Joint Ventures ASSOCIATES

Name of Associates NIL

NIL

1. Latest audited Balance sheet Date 2.Shares of Associateheld by the company on the year end Amount of investment in Associate Extend of Holding % 3. Description of how there is significant influence 4. Reason why the associate is not consolidated 5. Networth attributable to shareholding as per latest audited Balance sheet 6. Profit/Loss for the year i) Considered in consolidation ii) Not considered in Consolidation

JOINT VENTURES:

Note: 1. Names of Associates which are yet to

commence operations: Nil

2. Name of Associates which have been liquidated or sold during the year: Nil

Name of Joint Ventures

NIL

1. Latest audited Balance sheet Date 2.Shares of Joint Venture held by the company on the year end Amount of investment in Joint Venture Extend of Holding % 3. Description of how there is significant influence 4. Reason why the joint venture is not consolidated 5. Net worth attributable to shareholding as per latest audited Balance sheet 6. Profit/Loss for the year i) Considered in consolidation ii) Not considered in Consolidation

INDEPENDENT AUDITOR’S REPORT

To the Members of Arvind Remedies Limited Report on the Stand alone Financial Statements We have audited the accompanying standalone financial statements of Arvind Remedies Limited (“the Company”), which comprise the Balance Sheet as at June 30, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Financial Statements The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred specified under section 133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there-under. We conducted our audit in accordance with the Standards on Auditing specified under section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for Disclaimer of Opinion

6. The Company has destroyed pharmaceutical raw material, stock-in-process and finished goods of value Rs. 19729.67 lakhs during the period under audit under self certification and no external agencies including Drug Control Authorities, Central Excise and Pollution Control Board were involved in the process. We have been informed that there was strike by employees between third week of December 2014 to second week of February 2015.

7. During the period under audit, the company has accounted for return for assets of capital expenditure as (part financed by the Banks by way of Term Loan) is set out below. Also, confirmations from the equipment vendors acknowledging receipt of the returned items were not available.

Particulars Amount in Rs. lakhs

Assets held under Fixed Assets – capitalized in FY 2013-14 gross block value

4348.83

Held under “Capital Expenditure on New Projects (Pending Allocation) ”

5965.61

Total amount of capital assets returned to the supplier 10314.44

8. Letters seeking confirmation of balances were sent to various Debtors aggregating toRs.

477,49.64 lakhs representing substantial portion of total receivables. o Replies confirming dues to the Company we received for Rs.381,59.12 lakhs and

We have not received replies for the balance. Also, we observe that Sales and Purchase transactions have been carried out with the same business entities and the receivables and payables thereon are set off against each other with minimum bank/cash transactions. And, we observe that in several debtors’ accounts (including state owned Enterprises) the receivables are netted with transfers entries to other parties or accounts.

9. For the Financial year 2013-14, the tax liability has been reported on book profit of Rs. 1847.51 lakhs as against Rs. 8639.43 lakhs, though tax provisioning in accounts was made for book profit of Rs.8639.43 lakhs.

10. In the absence of audited financial statement of the Company’s subsidiary Arvind Remedies Inc, USA and Arvind Remedies LLC, USA we are unable to provide for diminution in the value of investments, should in case such subsidiary company has incurred losses. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

Disclaimer of Opinion In our opinion and to the best of our information and according to the explanations given to us, consequent to the possible effects of the matter described in the Basis for our Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 30

th June 2015, and its Profit& Loss and its cash

flows for the period ended on that date. Other Matters Report on Other Legal and Regulatory Requirements As required by section 143 (3) of the Act, we report that:

a) We have sought and, except for the matters described in the Basis for Disclaimer of Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph above and other transactional accounts including Statutory dues and credits thereon and related accounts, in our opinion books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account. Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2013 except in respect of the following matters;

i. There has been change in the manner of charging depreciation as necessitated by Companies Act, 2013 under Schedule II under straight line basis to amortize the asset value over its useful economic life.

ii. The company has provided for Leave Encashment and Gratuity payable on adhoc basis which is not in compliance with Accounting Standard 15 of the Institute of Chartered Accountants of India.

iii. Though the Company operates in trading and manufacturing segments, segmental reporting is done on geographical lines and not on operational lines.

iv. Consolidated financial statement has not been prepared since no audited financial statements were available for its Subsidiary companies.

v. The company has submitted interim financial reports to the Stock Exchanges till Q.E 31

st December 2014. It is observed that though

accounting for return of capital assets of Rs. 10314.44 lakhs have been accounted from April 2014 to December 2014, the same has not featured in Limited Review for the quarter ended 30

th June 2014 and

30th September 2014.

vi. The assets other than Fixed Assets which are depreciated, Inventories which was written off substantially during the period all other both current and non-current assets are reported as carried in the books of accounts and no provision has been made for any irrecoverable as may be necessary.

vii. No provision for any contingent liability including the consequential Income Tax liability as mentioned in paragraph 4 of Disclaimer of Opinion, as may arise have been reported.

d) The matter described in the Basis for Disclaimer of Opinion paragraph above, in our

opinion, may have an adverse effect on the functioning of the Company. e) On the basis of written representations received from the directors as on June 30,

2015,and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2015, from being appointed as a director in terms of section 164(2) of the Act.

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion paragraph above.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:.

i. The Company has not disclosed the impact of pending litigations on its financial

position in its financial statements

ii. As informed to us the Company is not required to make any provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts since there is no long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Vivekanandan Associates Chartered Accountants (FRN : 005268S) R. Lakshminarayanan (Mem No. 204045) Partner Chennai 7

th March 2016

The Annexure referred to in our report to the members of the Company for the

period ended on 30th June 2015. We report that:

(i) (a) the company is maintaining records showing full particulars, including

quantitative details and situation of fixed assets; (b) we were informed that these fixed assets have been physically verified by

the management at reasonable intervals and that no material discrepancies were noticed on such verification.

(ii) (a) we were informed that physical verification of inventory has been conducted

at reasonable intervals by the management;

(b) the procedures of physical verification of inventory followed by the

management needs to be strengthened in order to be reasonable and adequate in

relation to the size of the company and the nature of its business.

(c) the company is maintaining records of inventory and the material

discrepancies were noticed on physical verification have been properly dealt with in the books of account.

(iii) the company has not granted any loans, secured or unsecured to companies,

firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) the internal control system in practice is not commensurate with the size of the

company and the nature of its business, for the purchase of inventory and fixed assets

and for the sale of goods and services.

(v) the company has not accepted any deposits and compliance requirements related to

relevant statues is not applicable. (vi) the Central Government has prescribed maintenance of cost records as specified by

the under sub-section (1) of section 148 of the Companies Act, 2013 and the same has

not been maintained.

(vii) (a) the company was not regular in depositing undisputed statutory dues including

provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service

tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues

with the appropriate authorities and if not, the extent of the arrears of outstanding

statutory dues as at the last day of the financial year concerned for a period of more than

six months from the date they became payable is indicated below.

Employees’ Provident Fund – Rs.55.00 lakhs

Employees’ State Insurance-Rs. 5.87 lakhs

Income tax – Direct payable by the company–1576.98 lakhs

Dividend Tax payable – Rs. 92.62 lakhs

Income Tax- In respect of Tax deduction at source- Rs.18.79 lakhs

Sales Tax& VAT-97.24 lakhs, excluding tax liability as may arise consequent to

stock destroyed (as mentioned in paragraph 1 of of Basis of Disclaimer of Opinion)

the VAT credit in respect of which were availed by the company.

Service Tax -

Excise duty– 9.22 lakhs

Professional tax–Rs. 3.73 lakhs (excluding Company’s contribution)

(b) Apart from the above, we have been informed that there has been no instances dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute.

(c ) the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of

1956) and rules made thereunder has been transferred to such fund within time.

(viii) the accumulated losses at the end of the financial year has completely eroded the

net worth of the company and the Company has incurred cash losses of Rs. 29581.47

lakhs during the period under audit. However, no cash losses have been reported in the

immediately preceding financial year;

(ix) the company has defaulted in repayment of dues to banks and the period and

amount of default is reported below and few banks have issued notice under

Securitisation and Reconstruction of Financial Assets and Enforcement of Security

Interest Act, 2002;

Bank

Total dues as

on 30th June

2015

Allahabad Bank 14,777.96

Punjab National Bank 7,749.16

Corporation Bank 7,320.11

Idbi Bank Ltd 5,107.80

Indian Overseas Bank 1,094.42

KarurVysya Bank Ltd 5,419.89

Punjab National Bank 6,979.04

State Bank Of India 3,966.61

United Bank Of India 11,153.63

(x) we have been informed that the company has not given any guarantee for loans

taken by others from bank or financial institutions.

(xi) the term loans were not applied for the purpose for which the loans were obtained in

respect of assets acquisition made in financial year 2013-14. The assets which were part

financed by bank were returned to the vendors and the amount receivable from such

vendors is appropriated against such parties’ ledger account balances and have not been

repaid to the bank on return of the assets.

(xii) As informed to us there has been no fraud on the company has been noticed or reported during the period. As mandated by Punjab National Bank, being the leader of

the consortium of lenders Forensic Audit of the Company was carried out by a firm of Chartered Accountants.

For Vivekanandan Associates Chartered Accountants (FRN : 005268S)

R. Lakshminarayanan (Mem No. 204045) Partner

Chennai 7th March 2016

Amount (Rs. In Lakhs)Particulars Note

No As at June 30, 2015 As at March 31, 2014

EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 2 6,813.08 6,813.08 Reserves and Surplus 3 (11,040.66) 21,134.13 (4,227.58) 27,947.21 Non-current Liabilities Long-term Borrowings 4 19,375.31 24,454.30 Deferred Tax Liabilities (Net) 5 3,538.47 4,063.53 Other Long Term Liabilities 6 443.95 154.46 Long-term Provisions 7 61.64 45.65

23,419.36 28,717.94 Current Liabilities Short-term Borrowings 8 46,925.24 32,935.02 Trade Payables 9 814.66 9,448.59 Other Current Liabilities 10 9,763.79 7,923.20 Short-term Provisions 11 1,680.65 2,186.75

59,184.35 52,493.56 Total 78,376.13 109,158.71 ASSETS Non-current Assets Fixed Assets Tangible Assets 12 27,527.94 34,925.23 Intangible Assets 13 3.20 4.88

Expenditure on New Projects (pending allocation) - - 6,658.49

Non-current Investments 14 348.05 603.05 Long-term Loans and Advances 15 477.44 402.79 Other Non-current Assets 16 11.57 3.29 28,368.20 42,597.73 Current Assets Inventories 17 736.26 19,443.78 Trade Receivables 18 47,749.64 33,290.01 Cash and Bank Balances 19 326.27 551.30 Short-term Loans and Advances 20 1,195.76 13,238.01 Other Current Assets 21 - 37.88

50,007.93 66,560.98 Total 78,376.13 109,158.71 Summary of Significant Accounting Policies 1

The notes referred to above form an integral part of the Financial Statements.This is the Balance Sheet referred to in our report of even date.

For Vivekanandan & Associates For and on behalf of the Board of DirectorsChartered AccountantsFirm Regn No 005268S

R. Lakshminarayanan Dr. B. Arvind Shah Dr. Chandra RavindranPartner Managing Director DirectorMembership No: 204045Chennai, March07, 2016 G. Raghavan

Company Secretary Chief Financial OfficerP. R. Krishnan

ARVIND REMEDIES LTDBALANCE SHEET AS AT JUNE 30, 2015

Amount (Rs. In Lakhs)

ParticularsNote No

15 months ended June 30, 2015

12 months ended Mar. 31, 2014

INCOME Revenue from Operations (Gross) 24 78,537.62 96,700.70 Less: Excise Duty 169.18 (5,589.94) Revenue from Operations (Net) 78,706.80 91,110.76 Other Income 25 586.21 46.52

TOTAL REVENUE 79,293.01 91,157.28

EXPENSES Cost of Material Consumed 26 65,746.14 69,088.05 Purchase of Traded goods 27 8,614.74 200.99 Changes in Inventories of Finished Goods, Work-in Progress and Traded Goods

28 4,645.43 (927.43)

Employee Benefits Expenses 29 1,598.62 1,741.31 Finance costs 30 7,106.95 7,710.35 Depreciation and Amortization Expense 31 2,946.35 1,390.49 Other Expenses 32 2,417.03 3,314.09 TOTAL EXPENSES 93,075.26 82,517.85 Profit/(Loss) before Exceptional and Extraordinary Items and Tax

(13,782.25) 8,639.43

Provision for WIP Obsolete 19,729.67 - Profit on sale of Investment 984.11 -

Profit/(Loss) after Extraordinary Items and Tax (32,527.81) 8,639.43

Tax Expenses Current Tax - 2,050.00 Mat Credit Entitlement - (225.00) Deferred Tax (523.95) 930.15 Tax adjustments for earlier year - (5.57)Total Tax Expenses (523.95) 2,749.58 Profit/(Loss) for the Period (32,003.86) 5,889.85

Earning per Equity Share [Nominal Value of Share Rs 10]Basic (46.98) 10.02 Diluted (46.98) 10.02

The notes referred to above form an integral part of the Financial Statements.This is the Statement of Profit and Loss referred to in our report of even date.

For Vivekanandan & Associates For and on behalf of the Board of DirectorsChartered AccountantsFirm Regn No 005268S

R. Lakshminarayanan Dr. B. Arvind Shah Dr. Chandra Ravindran

Partner Managing Director DirectorMembership No: 204045

Chennai March 07, 2016 G. RaghavanCompany Secretary Chief Financial Officer

P. R. Krishnan

ARVIND REMEDIES LTDSTATEMENT OF PROFIT AND LOSS FOR THE 15 MONTHS PERI OD ENDED JUNE 30, 2015

Amount (Rs. In Lakhs)

ParticularsNote No

15 months ended June 30, 2015

12 months ended Mar. 31, 2014

A Cash flow from operating activitiesNet profit before Taxation (32,527.81) 8,639.43 Adjustments for:Depreciation & amortization expenses 2,946.35 1,390.49 Provision for doubtfull debts 387.32 1.10 Interest expenses 7,106.95 7,279.02 Interest Income (24.44) (32.88) (Profit)/Loss on sale of assets (217.00) (6.80) Provision for WIP Obsolete 19,729.67 Profit on sale of Investment 984.11 Excess provision written back (340.89) - Operating Profit before working capital changes (1,955.74) 17,270.36

(Increase) / decrease in trade receivables (2,879.35) (17,727.23) (Increase) / decrease in inventories (1,022.15) (7,331.28) Increase / (decrease) in trade payables other Payables (9,342.36) 2,372.38 Operating Profit Before Taxes (15,199.60) (5,415.77) Taxes paid 84.01 (609.63) Net Cash Generated by Operating Activities (15,115.59) (6,025.40) Cash Flow from Investing Activities:Purchase of fixed assets - (1,910.18) Proceeds from sale of fixed assets 11,176.07 18.58 Investment in subsidiaries (729.11) (348.05) (Loan given)/ Repayment of Loan given 90.99 Interest received 54.04 19.40 Net Cash provided by/(used in) Investing Activities 10,501.00 (2,129.26) Cash Flow from Finance Activities:Proceeds from Working Capital Borrowings 13,990.22 11,271.46 Proceeds from Long Term Borrowings (1,317.27) (981.60) Proceeds from Issue of Share Capital including Premium - 3,357.75 Interest paid (7,717.17) (6,672.32) Dividends paid (including Tax on dividends) (566.22) (639.43) Cash Generated / (used in) from Finance Activities 4,389.56 6,335.86

Net (decrease)/increase in Cash and cash Equivalents (225.03) (1,818.80) Cash and cash equivalent at the beginning of the year 551.30 2,370.10 Cash and cash equivalent at the end of the year 326.27 551.30 Notes to Cash Flow Statements

In terms of our report attachedFor Vivekanandan & Associates For and on behalf of the Board of DirectorsChartered AccountantsFirm Regn No 005268S

R. Lakshminarayanan Dr. B. Arvind Shah Dr. Chandra RavindranPartner Managing Director DirectorMembership No: 204045Chennai, March 07 2016 G. Raghavan

Company Secretary Chief Financial OfficerP. R. Krishnan

1. Cash and cash equivalents represent cash and bank balances2. Figures in brackets indicate cash outgo.3. The above cash flow statement has been prepared under the “Indirect Method” as set out in the Accounting Standard -3

CASH FLOW STATEMENT FOR THE 15 MONTHS PERIOD ENDED JUNE 30, 2015ARVIND REMEDIES LTD

2: Share Capital Amount (Rs. In Lakhs) As at June 30,

2015 As at March 31,

2014 Authorized shares70,000,000 (70,000,000) Equity Shares of Rs 10 each 7,000.00 7,000.00

7,000.00 7,000.00 Issued and subscribed shares68,136,000 (68,136,000) Equity Shares of Rs 10 each 6,813.00 6,813.00

6,813.00 6,813.00 Paid-up shares68,126,000 (68,126,000) Equity Shares of Rs 10 each 6,812.60 6,812.60 Add: Forfeited shares (Amount originally paid up) 0.48 0.48

6,813.08 6,813.08

Reconciliation of the shares outstanding at the beginning and the end of the reporting period

Particulars No. Of shares Amount (Rs. In

Lakhs) No. Of shares

Amount (Rs. In Lakhs)

Equity sharesAt the beginning of the period 68,126,000 681,260,000 48,230,000 482,300,000 Shares issued during the year - - 19,896,000 198,960,000

Outstanding at the end of the period 68,126,000 681,260,000 68,126,000 681,260,000

Rights attached to equity shares

Conversion of Equity Warrants in equity shares

Restrictions attached to equity shares

No. of equity shares7,310,500 Three years6,316,700 Three years6,268,800 One year

Equity shares of Rs 10 each fully paid-up

Particulars No. Of shares Amount (Rs. In

Lakhs) No. Of shares

Amount (Rs. In Lakhs)

1 Juniper Vinmay Private Limited NA NA 8,748,000 12.842 Marine Dealcom Private Limited NA NA 8,748,000 12.843 Aryaman Commerce Private Limited NA NA 4,605,447 6.764 Narit Tradecom Private Limited NA NA 5,456,156 8.015 Arvind Kumar B.Shah NA NA 12,756,368 18.72

30th September201330th September2013

31st August 2013

The company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of equity shares isentitled to one vote per share. The shareholders are entitled for dividend declared by the company which is proposed by theBoard of directors and approved by the shareholders in the Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of thecompany, after the distribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders.

During the year 2013-14, the company has issued 19,896,000 equity shares on conversion of Equity Warrants on preferentialbasis to which restriction on transferability from date of allotment is as under:

ARVIND REMEDIES LTD

As at June 30, 2015 As at March 31, 2014

As per records of the company, the above shareholding represents both legal and beneficial ownership of shares.

Details of shareholders holding more than 5 % shares in the company

As at June 30, 2015 As at March 31, 2014

During the year 2013-14, the company has allotted 7,310,500 equity shares and 12,585,500 equity shares of Rs 10 each at apremium of Rs 15 per share on 31st August 2013 and 30th September 2013 respectively against conversion of warrantsissued on 24th January 2013.

Period of restriction on transferDate of Allotment

Amount (Rs. In Lakhs)

As at June 30, 2015 As at March 31, 2014

3: Reserves & Surplusa Securities Premium Account

Balance as per last financial statements 5,962.20 2,977.80

Add: Amount received during the year on conversion of equity Warrants - 2,984.40

5,962.20 5,962.20 b Revaluation Reserve

Balance as per last financial statements 737.50 737.50 737.50 737.50

c General ReserveBalance as per last financial statements 3,000.00 2,000.00 Less: Amount transferred from Fixed assets register 170.93 1,000.00

2,829.07 3,000.00

d Surplus in the Statement of Profit and LossBalance as per last financial statements 11,434.43 7,271.48 Profit for the year (32,003.86) 5,889.85

(20,569.43) 13,161.33 Less: Appropriations

Proposed equity dividend 545.01 Tax on Proposed equity dividend-2013-14 - 92.63Dividend for the Year 2012-13 (*) - 73.11 Tax on Proposed equity dividend-2012-13 - 16.15 Transfer to General Reserve - 1000

Total appropriations - 1,726.90 Net Surplus in the Statement of Profit and Loss (20,569.43) 11,434.43 Total Reserves and surplus (11,040.66) 21,134.13

4: Long term borrowingsParticulars

a Term Loans from Banks (Secured)For Kakkalur Unit 148.31 194.38 For Irrangattukottai Unit 13,960.56 15,211.62 For Betalactum Unit 13,907.13 13,915.45

b Hire Purchase Finance (Secured)From Banks 12.31 24.13

28,028.31 29,345.58

Less : Amount disclosed under the head “other current liabilities (Note 11)” (8,653.00) (4,891.28)

Net amount 19,375.31 24,454.30

ARVIND REMEDIES LTD

(*) Represents dividend on Equity Shares allotted on conversion of the warrants during the year. Such shares, being allottedbefore the date of book closure for the purpose of payment of dividend for the year 2012-13, were entitled for dividend fortheyear 2012-13. Since no provision for dividend (including dividend distribution tax) on such shares was made in the financialstatements for the year ended 31st March 2013, necessary provision has been made during the year under review.

a. Term loans from banks for Kakkalur unit have been taken from 3banks. These loans are repayable in quarterly

installments from the date of loan, the last installment being payable in 1st April 2016. These loans are secured by first chargeon the fixed assets and second charge on the current assets ofthe Kakkalur unit on a pari passu basis except for the assetsexclusively charged for other loans. These loans are further guaranteed by personal guarantee of the managing director.

b. Term loans from banks for Irangatukottai unit are from 3 banks. These loans are repayable in quarterly installments

beginning from 30th September 2012, the last installment being payable on 30th September 2018. These loans are secured byfirst charge on the fixed assets and second charge on the current assets, both present and future of the Irangatukottai unit on apari passu basis. These loans are further guaranteed by personal guarantee of the managing director.

c. Term loan from banks for Betalactum unit are from 2 banks. These loans are repayable in quarterly installments beginning

from 1st July 2014, the last installment being payable on 1st October 2022. These loans are secured by first charge on the fixedassets and second charge on the current assets, both presentand future of the new Betalactum unit at Kakkalur on a pari passubasis. These loans are further guaranteed by personal guarantee of the managing director.

d. Hire purchase finance is secured by hypothecation of vehicle taken on lease. The loan is repayable in monthly installments,

the last installments being payable on 5th May 2016.

Amount (Rs. In Lakhs)

As at June 30, 2015 As at March 31, 2014

ARVIND REMEDIES LTD

5: Deferred Tax Liabilities (Net)Deferred Tax Liability

Timing difference in relation to depreciation and other Tax Benefits 3,618.65 4,133.19 Gross Deferred Tax Liability 3,618.65 4,133.19 Deferred Tax Asset

Expenses allowable under income tax on payments. 80.18 69.29 Provision for doubtful debts - 0.37

Gross Deferred Tax Assets 80.18 69.66 Net Deferred Tax Liabilities 3,538.47 4,063.53

6: Other Long Term Liabilitiesa Payable against purchase of Capital Assets 358.23 64.25 b Trade and other deposits 85.71 90.21

Total 443.95 154.46

7: Long Term ProvisionsProvision for Employee Benefits

Provision for gratuity (Note 49 d) 61.64 45.65Total 61.64 45.65

8: Short Term Borrowingsa Working Capital Borrowings from Banks ( Secured) 35,527.61 29,518.44 b Demand loans form Banks ( Secured) 757.15 2,500.00 c Inter Corporate Loans ( Unsecured) - 256.02 d Loan from Related Parties/Directors ( Unsecured) 10,640.49 660.56

Total 46,925.24 32,935.02

All these borrowings are repayable on demand.

Working capital and demand loans are secured by first chargeon the current assets and second charge on the fixed assets onapari passu basis amongst the lenders and are further guaranteed by personal guarantee of the Managing Director.

Amount (Rs. In Lakhs)

As at June 30, 2015 As at March 31, 2014

ARVIND REMEDIES LTD

9: Trade Payablesa Micro and Small enterprises (Refer Note 46) - - b Others 814.66 9,448.59

Total 814.66 9,448.59

10: Other Current Liabilitiesa Current maturities of long-term borrowings (Note 5) 8,653.00 4,891.28 b Interest accrued but not due on borrowings - 39.86 c Interest accrued and due on borrowings - 570.36 d Dividend Payable* 161.76 90.34

Otherse Payable against purchase of capital assets - 901.55 f Statutory dues payable 351.37 295.04 g Payable to Employees 201.87 210.21 h Advance Against Sales - 296.35 i Others Payable 395.80 628.21

Total 9,763.79 7,923.20 *Investor Education and Protection Fund will be credited as and when due

11: Short term Provisionsa Provision for Employee Benefits

Provision for Leave Benefits 93.68 56.14b Other provisions

Provision for Taxation (Net of advances) 1,576.98 1,492.97 Proposed Equity Dividend - 545.01 Provision for Audit Fees 10.00 - Provision for tax on proposed Equity Dividend - 92.63

Total 1,680.65 2,186.75

13: Intangible Assets

Gross Block ComputerSoftware

Total

At 1st April 2014 9.62 9.62

Additions - -

At 31st March 2015 9.62 9.62

Amortisation

Up to 31st March 2014 4.74 4.74

Charge for the year 1.68 1.68Up to 31st March 2015 6.42 6.42

Net BlockAt 31st March 2015 3.20 3.20

At 31st March 2014 4.88 4.88

14: Capital Expenditure on New ProjectsLand (Including site development cost) - 886.88

Building under construction - 4,140.18

Machinery under erection - 10,314.50 Salary, staff cost, Interst and other expeses - 1,455.11 Total capital expenditure brought forward 6,658.49 16,796.67 Less: Return during the year (6,658.49) (10,138.18)

Total - 6,658.49

15: Non Current InvestmentsUnquoted Equity Instruments (Other than Trade and valued at cost)

Investment in SubsidiaryCoronet Labs Private Limited - 255.00 Nil (PY 1,275,000)Equity shares of Rs.10 each fully paid-up Arvind Wellness Limited 10.00 10.00 1,00,000 Equity shares of Rs.10 each fully paid-up Arvind Remedies INC. 236.03 236.03 37,380 Common Stock of US $ 10 each fully paid-upArvind Remedies USA LLC 102.02 102.02 17,200 Common Stock of US $ 10 each fully paid-up

Aggregate amount of Unquoted Investments 348.05 603.05

Amount (Rs. In Lakhs)

As at June 30, 2015 As at March 31, 2014

ARVIND REMEDIES LTD

16: Long term Loans and AdvancesUnsecured, Considered Good

a Capital Advances 298.72 157.75b Security Deposits 178.72 239.39c Advance Recoverable - 5.65

Total 477.44 402.79

17: Other Non Current AssetsUnsecured, considered good

Interest Receivable 11.57 3.29Total 11.57 3.29

18: Inventories(Valued at Lower of Cost and Net Realizable Value)

Raw Materials 736.26 14,621.24 Packing Materials - 73.82 Work-in-Progress - 4,421.89 Finished Goods - 239.47 Traded Goods (Including goods in transit ) - 41.05 Raw material in Transit - 46.31

Total 736.26 19,443.78

19: Trade Receivables (Unsecured, considered good unless otherwise stated)

a Considered GoodOutstanding for a period exceeding six months from the date they are due for payment

- 156.13

Other Receivables 48,136.01 33,078.70 Other Receivables (secured) - 55.18

Considered DoubtfulOutstanding for a period exceeding six months from the date they are due for payment

2.05 1.10

Less: Provision for Doubtful Receivables (388.42) (1.10)Total 47,749.64 33,290.01 20: Cash and Bank Balances

a Cash and Cash EquivalentsCash on hand 47.03 0.89

b Balance with Banks:On Current Account 50.04 15.16

c Other Bank BalancesOn Unpaid Dividend Account 88.97 90.34 Margin Money Deposit Account 140.23 444.91

Total 326.27 551.30

22: Short Term Loans and AdvancesUnsecured, considered good

a Advances recoverable in cash or kind 278.40 9785.90b Loans to Subsidiary - 138.63c Due from Subsidiary - 0.91d Balances with Revenue Authorities 864.41 3275.16e Excise Duty Refundable on exports 20.62 37.41f Pre Paid Expenses 32.33 -

Total 1,195.76 13,238.01

23: Other Current AssetsInterest accrued on Fixed Deposits - 37.88

Total - 37.88

ARL -Fixed Assets Rs in LakhsSCHEDULE FOR FIXED ASSETS AS ON 31-03-2015

SL PARTICULARS OPENING ADDITION/ DELETION/ CLOSING TOTAL AS FOR DEP ON

ADDITIONDEP ON

DELETION TOTAL AS TOTAL AS TOTAL AS ONNO 01.04.2014 ADJUSTMENT ADJUSTMENT ON 30.06.2015 ON 01.04.2014 Apr'14 - June' 15 Apr'14 - Mar' 15 FOR THE YEAR ON 30.06.2015 ON 30.06.2015 01.04.2014

DURING THE DURING THEYEAR YEAR

1. LANDKAKALUR 275.04 - - 275.04 - - - - - - 275.04 275.04 IKKT 232.82 - - 232.82 - - - - - - 232.82 232.82 BETA 886.88 - - 886.88 - - - - - - 886.88 886.88 TOTAL 1,394.74 - - 1,394.74 - - - - - - 1,394.74 1,394.74

2. PLANT & MACHINERYKAKALUR 1,540.69 - - 1,540.69 547.51 150.73 - 15.69 - 713.93 826.76 993.18 IKKT 17,226.02 17.93 - 17,243.95 1,615.47 1,364.83 0.51 - - 2,980.80 14,263.15 15,610.56 BETA 4,855.86 - 4,348.83 507.04 37.68 290.17 - - 217.00 110.85 396.19 4,818.18 TOTAL 23,622.58 17.93 4,348.83 19,291.68 2,200.66 1,805.73 0.51 15.69 217.00 3,805.58 15,486.10 21,421.91

3 RESEARCH & DEVELOPMENTKAKALUR 3,153.80 - - 3,153.80 1,100.08 783.82 - 144.29 - 2,028.20 1,125.60 2,053.72 IKKT - - - - - - - - - - - - BETA - - - - - - - - - - - - TOTAL 3,153.80 - - 3,153.80 1,100.08 783.82 - 144.29 - 2,028.20 1,125.60 2,053.72

4 FURNITURE & FITTINGSKAKALUR 73.83 - - 73.83 31.09 6.80 - 2.03 - 39.92 33.90 42.73 IKKT 139.63 - - 139.63 10.98 17.38 - - - 28.36 111.27 128.65 BETA 457.00 - - 457.00 4.36 54.53 - - - 58.89 398.11 452.64 TOTAL 670.45 - - 670.45 46.44 78.71 - 2.03 - 127.17 543.28 624.02

5 BUILDINGKAKALUR 814.08 - - 814.08 278.68 31.45 - - - 310.13 503.95 535.40 IKKT 4,640.72 2.39 - 4,643.11 293.62 217.67 0.02 - - 511.32 4,131.80 4,347.10 BETA 4,395.44 46.03 - 4,441.47 22.13 188.63 1.46 - - 212.21 4,229.25 4,373.31 TOTAL 9,850.24 48.42 - 9,898.66 594.43 437.75 1.48 - - 1,033.66 8,865.00 9,255.81

6 COMPUTERKAKALUR 71.47 - - 71.47 56.27 5.55 - 6.36 - 68.17 3.30 15.20 IKKT 18.79 0.09 - 18.88 4.11 9.42 0.01 - - 13.54 5.34 14.68 BETA 11.63 - - 11.63 0.28 4.72 - - - 5.00 6.63 11.34 TOTAL 101.89 0.09 - 101.98 60.67 19.68 0.01 6.36 - 86.72 15.26 41.23

7 OFFICE EQUIPMENTSKAKALUR 4.18 0.40 - 4.58 0.50 1.75 0.03 - - 2.29 2.29 3.67 IKKT 39.81 0.83 - 40.64 2.31 11.60 0.07 - - 13.98 26.66 37.50 BETA 25.73 - - 25.73 0.20 6.25 - - - 6.45 19.29 25.53 TOTAL 69.72 1.23 - 70.95 3.02 19.60 0.10 - - 22.71 48.24 66.71

8 LEASE HOLD IMPROVEMENTSKAKALUR 29.40 - - 29.40 21.32 1.40 - - - 22.72 6.68 8.08 IKKT - - - - - - - - - - - - BETA - - - - - - - - - - - - TOTAL 29.40 - - 29.40 21.32 1.40 - - - 22.72 6.68 8.08

9 VEHICLESKAKALUR 108.58 - - 108.58 49.56 13.42 - 2.57 - 65.54 43.03 59.01 IKKT - - - - - - - - - - - - BETA - - - - - - - - - - - - TOTAL 108.58 - - 108.58 49.56 13.42 - 2.57 - 65.54 43.03 59.01

39,001.40 67.67 4,348.83 34,720.24 4,076.17 3,160.11 2.10 170.93 217.00 7,192.31 27,527.94 34,925.23

10 INTANGIABLE ASSETS - - - - - - - - - - - - KAKALUR 9.23 - - 9.23 4.60 1.59 - - - 6.20 3.04 4.63 IKKT 0.39 - - 0.39 0.14 0.09 - - - 0.23 0.16 0.25 BETA - - - - - - - - - - - - TOTAL 9.62 - - 9.62 4.74 1.68 - - - 6.43 3.20 4.88

GRAND TOTAL 39,011.03 67.67 4,348.83 34,729.87 4,080.92 3,161.79 2.10 170.93 217.00 7,198.74 27,531.13 34,930.11

Gross Block Depreciation NET BLOCK

Adjusted Against Opening Reserves

Amount (Rs. In Lakhs)

15 months ended June 30, 2015

12 months ended March 31, 2014

24: Revenue from Operationsa Sale of Products

Finished Goods 4,121.94 96,390.16 Traded Goods 74,352.46 248.35 Less: Excise Duty 169.18 (5,589.94)Sale of products (net) 78,643.58 91,048.57

b Other Operating RevenueScrap Sales 3.64 5.43 Export related benefits (net) 16.44 53.87 Conversion Charges 43.13 2.89 Total 63.21 62.19

Revenue from Operation(net) 78,706.80 91,110.76

25: Other Incomea Interest on Bank deposits 24.44 32.88

b Excess Provision written back 340.89 5.07

c Exchange Difference (Net) 1.55 - d Profit on Sale of Fixed assets 217.00 6.80 e Miscellaneous Income 2.33 1.77

Total 586.21 46.52

26: Cost of Material ConsumedParticularsRaw Materials

Inventory at the beginning of the year 14,621.24 8,263.73 Add: purchases 71,258.61 70,597.56 Less: Sales - (8.65)

Inventory at the end of the year (583.77) (14,621.24)

Raw Materials consumed (A) 85,296.08 64,231.40

Packing MaterialsInventory at the beginning of the year 73.82 73.79 Add: purchases 201.42 4,856.68 Less : Inventory at the end of the year (95.51) (73.82)

Packing Materials consumed (B) 179.73 4,856.65 Material Consumed (A+B) 85,475.81 69,088.05

Less: Obsolete WIP during the year charged off. 19,729.67 - Net Material Consumed 65,746.14 69,088.05

27: Details of Purchase of Traded Goods Traded Goods - 143.22 Mumbai Branch 8,614.74 57.77

Total 8,614.74 200.99

28: (Increase)/Decrease in InventoriesInventories at the end of the year

Traded Goods - 41.05 Work-in-Progress 56.98 4,421.89 Finished Goods - 239.47

A 56.98 4,702.41

ARVIND REMEDIES LTD

Amount (Rs. In Lakhs)

15 months ended June 30, 2015

12 months ended March 31, 2014

ARVIND REMEDIES LTD

Inventories at the beginning of the yearTraded Goods 41.05 72.98 Work-in-Progress 4,421.89 3,487.75 Finished Goods 239.47 214.25

B 4,702.41 3,774.98 Decrease / (Increase) in inventories (B-A) 4,645.43 (927.43)

Amount (Rs. In Lakhs)

15 months ended June 30, 2015

12 months ended March 31, 2014

ARVIND REMEDIES LTD

29: Employee Benefit Expensesa Salaries, Wages, Bonus, Incentives & Leave Pay 1,462.79 1,548.27 b Contribution to Provident and other Funds 82.69 108.44 c Gratuity (Note 49 a) 17.00 24.07 d Staff Welfare Expenses 36.13 60.53

Total 1,598.62 1,741.31

30: Finance Costsa Interest 6,845.09 7,863.22 b Finance Charges 261.86 431.33

7,106.95 8,294.55 Less: Transfer to Capital Expenditure on New Project - (584.20)

Total 7,106.95 7,710.35

31: Depreciation and Amortization ExpensesDepreciation of Tangible Assets 2,945.21 1,388.73 Amortization of Intangible Assets 1.14 1.76

Total 2,946.35 1,390.49

32: Other ExpensesStores and Spares Consumed 17.49 64.31 Power and Fuel 314.10 349.42 Freight and Forwarding charges 37.18 323.98 Rent 44.28 58.15 Rates and Taxes 2.94 4.69 Insurance 12.91 23.01 Repair and Maintenance

Plant and Machinery 3.74 13.39 Building 21.42 24.12 Others 4.84 74.88

Testing Fees & Lab Chemicals 11.61 110.22 Advertising and Sales promotion 93.25 150.92 Brokerage and Commission 222.93 164.35 Liquidated damages for delayed supply 33.18 193.18 Travelling and Conveyance 196.96 255.62 Legal and Professional fees 13.42 18.86 Research & Development Expenses 27.04 836.42 Directors’ Sitting Fees 1.11 1.51 Managerial Commission - 375.00 Payment to Auditor As Auditors 33.12 10.00

Provision for Audit Fees 10.00 - In other capacity for Certificates 5.09 Preoperative.Expenses written off 692.94 0.78 Provision for Doubtful Debts 387.32 1.10 Loss on Exchange Difference - 3.20 Prior Period Expenses (net) 2.30 6.20 Conversion charges - 10.91 Donation - 1.28 Miscellaneous Expenses 232.94 233.50

Total 2,417.03 3,314.09

Amount (Rs. In Lakhs)

As at June 30, 2015 As at March 31, 2014

OTHER ADDITIONAL INFORMATION - BALANCE SHEET:

(A) Contingent Liabilities(a) Claims against the Company not acknowledged as debt(b) Guarantees 120.23 120.23(c) Other money for which the company is contingently liable.

(B) Commitments(a) Capital commitments:Estimated amount of contracts remaining to be executed 513.55 513.55

(b) Other commitments: -

Related Party Disclosures(a) Key Managerial PersonnelDr. B Arvind Shah Managing DirectorDr. Chandra Ravindran Whole Time Director

(c) Subsidiary CompanyArvind Wellness LimitedArvind Remedies Inc.Arvind Remedies USA LLC

(b) Relative of Key Managerial Personnel / Enterprise in whichsuch relatives are having significant interestMrs. Baby RaniMrs. Dipti Kumari JainMr. Anand A Shah

ARVIND REMEDIES LTD

(b) In the opinion of the Board and to the best of its knowledgeand belief, the value on realization of current assets, loans andadvances will, in the ordinary course of business, not be less than the amounts at which they are stated in the balance sheet.

Transaction with related party during the year and balance outstanding at the year end :

Key Managerial Personnel (KMP)Transactions with Dr. B Arvind ShahSalaries, Bonus and allowances 18.55 40.80 Contribution to Provident & other Funds 1.34 3.60 Commission - 375.00 Loan taken during the year 6,397.26 640.50 Interest on Loan taken 70.40 20.06 Dividend paid 69.15 28.95 Equity Shares issued during the year (including Securities Premium) - 120.00 Balance payable at the year end 7108.16 924.44

Transactions with other KMPsSalaries, Bonus and allowances 3.00 27.34 Contribution to Provident & other Funds 0.22 1.74 Balance payable at the year end - 3.68

SubsidiaryTransactions with Coronet Labs Private LimitedRent Income & other recovery - 1.36 Loan given during the year - 1,129.38 Loan realized during the year - 1,220.37 Balance Receivable at the year endLoan - 138.63 Other - 0.91

Investments madeArvind Wellness Limited - 10.00 Arvind Remedies Inc - 236.03 Arvind Remedies USA LLC - 102.02

Transaction with PrideBalance receivable at the year end - 54.98

Other TransactionsSalaries, Bonus and allowances - 20.40 Contribution to Provident & other Funds - 1.30 Dividend Paid - 39.47 Equity Shares issued during the year (including Securities Premium) - 360.00 Balance payable at the year end - 2.76

Earnings Per ShareNet Profit (Loss) as per Statement of Profit and Loss (32,003.86) 5889.85Number of shares considered as weighted average sharesoutstanding (in lacs) 681.26 587.90Nominal value per Share (in Rs.) 10 10Basic Earning per Share (in Rs.) (46.98) 10.02Diluted Earning per Share (in Rs.) (46.98) 10.02

Disclosure pursuant to clause 32 of the listing agreement Outstanding at the year end

Maximum amount of outstanding during the year

Details of Loan given to Subsidiary Company in the nature of loansCoronet Labs Private Limited - -

(138.63) (742.93)

Auditor’s Remuneration (including service tax)

15 months ended June 30, 2015

12 months ended March 31, 2014

Statutory Audit 9.00 11.24Other Services - 5.72Total 9.00 16.96

Derivative Instrument and Unhedged Foreign Currency Exposure:(a) The company has not entered into any forward contract during the year.(b) Particulars of unhedged foreign currency exposure as at the Balance Sheet date are as under.

Foreign Currency involved Amount

Trade Receivables U S - - (US $ 78988) (47.21)

Dues to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006

Segment Information:

Particulars 15 months ended

June 30, 2015 12 months ended March

31, 2014 Export Sales 266.45 674.99Domestic Sales 78,271.17 95963.52

78,537.62 96638.51Expenditure on Scientific ResearchCapital Expenditure - - Revenue Expenditure (including depreciation) 84.70 998.84

84.70 998.84

Employee Benefits

ParticularsDefined Contribution PlanEmployer's contribution to provident fund 82.69 108.44

Defined Benefit Plans

Expenses recognized in Statement of Profit and LossInterest Cost - 8.87Current service cost - 29.19Expected return on plan assets - (7.45) Past service cost - (vested benefits) - 7.15Actuarial loss/(gain) on obligation (balancing figure) - -13.69Total Expenses recognized in the Statement of Profit & Loss - 24

There were no dues outstanding to the suppliers registered under the Micro, Small and Medium Enterprises Development Act,2006, to the extent identified from the available documents/ information. No interest in terms of such Act has either been paidor provided during the year.

The company deals in one product only – pharmaceutical products. As such it does not have reportable business segment. Forthe purpose of geographical segments, total sale is dividedinto India and other countries. The following table shows thedistribution of the company’s gross sales by geographical markets:

Change in Defined Benefit Obligation (DBO) during the yearPresent value DBO at the beginning of the period - 110.90 Current & Past Service Cost - 36.34 Interest Cost - 8.87 Actuarial (Gains) / Losses - (13.69) Direct Benefit Payments - (8.43) Present value of DBO at the end of Period - 133.99

Change in Fair Values of Assets during the yearPlan assets at the beginning of period - 80.22 Expected return on plan assets - 7.45 Actuarial gain (loss) - - Actual Company Contribution - 9.10 Benefits paid - (8.43) Plan Assets at the end of the period - 88.34

Net Asset / (Liability) recognized in Balance SheetPresent Value of Defined benefit obligation at the year end - 133.99 Fair value of plan assets at the year end - 88.34 Net Asset / (Liability) recognized in Balance Sheet - (45.65)

Gratuity - (Funded)Principal actuarial assumptions [expressed as weighted averages]Discount rate 8.00% 8.00%Rate of increase in salaries 5-10.00% 5-10.00%Expected rate of return on plan assets 5.00% 5.00%Attrition rate 9.00% 9.00%Mortality table LIC (1994 to 1996) LIC (1994 to 1996)

Notes:

Amount for the current year and previous four years are as follows:2014-15 2013-14

Particulars Amount AmountDefined Benefit Obligations - 133.99 Fair Value of Plan Assets - 88.34 Deficit - 45.65

2014-15 2013-14Particulars Amount AmountDefined Benefit Obligations 110.90 81.30 Fair Value of Plan Assets 80.22 58.30 Deficit 30.68 23.00

2014-15 2013-14Particulars Amount AmountDefined Benefit Obligations - 62.74Fair Value of Plan Assets - 41.15Deficit - 21.59

1. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevantfactors on long term basis.

2. The company’s liability towards gratuity is provided based on the figures provided by LIC. In absence of the figures ofthegratuity payable to employees retiring within one year being provided by LIC, the entire provision towards gratuity hasbeenshown as Long term provision

Details of Raw Materials and Stores & Spares consumed (Imported & Indigenous)

Raw Materials Amount PercentageImported - - Indigenous 91,467.27 99.99 Total 91,467.27 100.00 Stores & SparesImported - - Indigenous 16.88 100.00 Total 16.88 100.00

Raw Materials Amount PercentageImported 1.56 0.01 Indigenous 64,229.84 99.99 Total 64,231.40 100.00

Stores & SparesImported - - Indigenous 64.31 100.00 Total 64.31 100.00

Value of Imports calculated on CIF basis 2014-15 2013-14Raw Materials - 13.76 Capital Goods - - Stores & Spare Parts - - Total

Earnings in Foreign ExchangeFOB Value of Exports 266.45 667.05Expenditure in foreign currency on account of:Traveling Expenses - 8.09Professional Fees - 8.77Other Expenses - 4.91Total - 21.77

Previous year’s figures

In terms of our report attachedFor Vivekanandan & Associates For and on behalf of the Board of DirectorsChartered AccountantsFirm Regn No 005268S

R. Lakshminarayanan Dr. B. Arvind Shah Dr. Chandra RavindranPartner Managing Director DirectorMembership No: 204045Chennai, March 07, 2016 P. R. Krishnan G. Raghavan

Company Secretary Chief Financial Officer

The current year’s financial statements are for the 15 months from 1st April, 2014 to 30th June, 2015. The previous year figuresrelate to the 12 months ended 31st March, 2014.In view of the above, the current year’s figures are not comparable with those of the previous year. Previous year’s figures havebeen regrouped wherever necessary.

2013-14

2014-15

PROXY FORM ARVIND REMEDIES LIMITED

(CIN:L24231TN1988PLC015882) Corporate Office: 38,39 & 40, SIDCO Industrial estate, Kakalur, Dist. Thiruvallur, Tamil nadu 602003 Email:arl@arvindremedies.com Phone:044 27662144 Fax: 044 27660403

(FORM NO.MGT11)

(Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the

cOmpanies (Management and Administration) Rules, 2014)

Name of the Member(s) Registered Address: Email id Folio No. DP ID No......................... Client ID No. I/We being the member(s) of ____________________hold ------Equity Shares of the above named Company, hereby appoint: Name Address Email Id Signature or failing him/ her 2.Name Address Email ID Signature as my / our proxy to attend and vote (on a poll) for me/ us and on my/our behalf at the 27th Annual General Meeting of the Company to be held on Monday, the 18th April 2016 at 10.00 A.M at Santhosh Hall, VGP Golden Beach Resort, Injambakkam, ECR Chennai 41and at any adjournment thereof, in respect of such resolutions set out in the Notice convening the meeting, as are indicated below: Resolution No.

Resolutions

1 Adoption of the audited Balance Sheet as at June 30, 2015, the Profit and Loss Account for the financial year ended on that date and the reports of the Board of Directors and Auditors thereon

2 Re-appointment of Mrs. Chandra Ravindran (DIN 00771329) as a Director, who is liable to retire by rotation and, being eligible offers herself for reappointment

3 Appointment of M/s. Vivekanandan Associates Chartered Accountants having CA Membership Regn No.204045 & Firm Regn 0052685 as the auditors of the company for a period of 5 consecutive years

SPECIAL BUSINESS

4 Appointment of Mr. Madhavyadav (DIN 06656477)as Independent Director for a period of 5 years from 1st October 2015

5 Appointment of Dr. B Arvind Shah (DIN 001063744)as Managing Director of the Company for a period of 5 years from 1st October 2015

6 Change of Registered office of the Company from 190 Poonamallee high road Chennai 600084 to the factory site at 38,39&40 SIDCO industrial estate, Kakalur, District Thiruvallur, Tamilnadu 602 003

7 Reference to BIFR under the provision of Sick Industrial Companies Act (Regulations) 1985

Signed this ___________ day of ______________2016 Signature of Shareholder:________________ Signature of Proxy Holder(s)_______________ Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 2. For the resolutions, Explanatory statement and Notes, please refer to the Notice of the 27th AGM 3. Please complete all details including details of member(s) above before submission.

ATTENDANCE SLIP

Affix Revenue Stamp Re1

ARVIND REMEDIES LIMITED

(CIN:L24231TN1988PLC015882) 190, Poonamallee High Road

Chennai-600084 Email:arl@arvindremedies.com

Phone:044 43439595 Fax: 044 26423296

CIN L24231TN1988PLC015882 27TH ANNUAL GENERAL MEETING 2014 Please complete this Attendance Slip and hand it over at the entrance of meeting hall I hereby record my presence at the Twenty Seventh Annual General Meeting of the Company held on Monday, 18th April 2016 at 10.00 A.M. at ‘Santhosh Hall’ VGP Golden Beach Resort E.C R, Injambakkam Chennai 600 041 or at any adjournment thereof. Folio No/ DP ID /Client ID :............................................................. No. Of Shares :............................................................ Name of the Shareholder: ................................................................. Name of the Proxy: ............................................................................ (in block letters to be filled if the proxy attends instead of the member) ___________________________ Signature of attending member/proxy