Graphic1 - Moneycontrol.comA n nu a l Rep o r t 2013-2014 DENIS CHEM LAB LIMITED ... Village:...

A n n u a l R e p o r t

2013-2014

DENISCHEM LAB LIMITED

DENISTM

THIRTY-THIRD ANNUAL REPORT 2013-2014

Board of Directors :

Registered Office & Factory :

Auditors :

Company Law Consultants :

Bankers :

Mr. Dinesh B. Patel Chairman

Dr. Himanshu C. Patel Managing Director

Dr. Gaurang K. Dalal Director

Ms. Anar H. Patel Director

Mr. Janak G. Nanavaty Director

Director

Block No. 457, Village : Chhatral ,

Taluka : Kalol (N.G.),

District : Gandhinagar - 382 729

M/s. Shah & Shah Associates,

Chartered Accountants,

Ahmedabad.

M/s. Kashyap R. Mehta & Associates,

Company Secretaries,

Ahmedabad.

Axis Bank Limited

Bank of India

Dr. Gauri S. Trivedi

Mr. Nirmal H. Patel Chief Executive Officer

Mr. Vikram Joshi Chief Finance Officer

Ms. Khushbu H. Shah Company Secretary

Management Team :

CORPORATE INFORMATION

Page No.

Notice of Annual General Meeting 01

Directors’ Report 14

Corporate Governance Report 21

Managment Discussion And Analysis 29

Compliance Certificate 30

Auditors’ Report 35

Balance Sheet 40

Statement of Profit and Loss 41

Cash Flow Statement 42

Notes Forming part of Financial Statements 43

CONTENTS

Registrar & Share Transfer Agent :

Sharepro Services (India) Private LImited,

13 AB, Samhita Warehousing Complex,

2nd Floor, Sakinaka Tel. Exchange Lane,

Off Andheri-Kurla Road, Sakinaka,

Mumbai - 400 072

Website :

CIN:

www.denischemlab.com

L24230GJ1980PLC003843

ANNUAL REPORT 2013-2014..............

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NOTICENOTICE is hereby given that the 33RD ANNUAL GENERAL MEETING of the members of DENIS CHEMLAB LIMITED will be held as scheduled below:

Date : 29th September, 2014

Day : Monday

Time : 10.00 A.M.

Place : Registered Office of the Company at:Block No. 457, Village: Chhatral,Tal: Kalol (N.G.), Dist: Gandhinagar - 382 729

to transact the following:

ORDINARY BUSINESS:

1. To receive, consider and adopt Audited Statement of Profit and Loss for the year ended 31st

March, 2014 and the Balance Sheet as on that date along with Directors’ Report and Auditors’Report thereon.

2. To appoint a Director in place of Ms. Anar H. Patel (DIN – 01335025), who retires by rotation interms of Section 152(6) of the Companies Act, 2013 and, being eligible, offers herself for reappointment.

3. To appoint Statutory Auditors to hold office from the conclusion of this Annual General Meeting tillthe conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass with or without modification, the following Resolution as anOrdinary Resolution :

“RESOLVED THAT pursuant to provisions of Sections 149, 150 and 152 read with Schedule IV ofthe Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force)and Clause 49 of the Listing Agreement, Dr. Gauri S. Trivedi (DIN – 06502788), an IndependentDirector of the Company, who was appointed as an Additional Director pursuant to provisions ofSection 260 of the Companies Act, 1956 as amended from time to time and in accordance with theArticles of Association of the Company and whose term of office expires at this Annual GeneralMeeting and in respect of whom the Company has received a notice in writing under Section 160of the Companies Act, 2013 from a member proposing her candidature for the office of the Director,be and is hereby appointed as an Independent Woman Director of the Company to hold office fora period of 5 (five) consecutive years for a term from the conclusion of this 33rd Annual GeneralMeeting upto the conclusion of the 38th Annual General Meeting to be held in the calendar year2019.”


“RESOLVED THAT pursuant to provisions of Sections 149, 150 and 152 read with Schedule IV ofthe Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force)and Clause 49 of the Listing Agreement, Dr. Gaurang K. Dalal (DIN – 00040924), an IndependentDirector of the Company, who was appointed as a Director liable to retire by rotation and in respectof whom the Company has received a notice in writing under Section 160 of the Companies Act,2013 from a member proposing his candidature for the office of the Director, be and is herebyappointed as an Independent Director of the Company to hold office for a period of 5 (five)

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DENIS CHEM LAB LIMITED ............

consecutive years for a term from the conclusion of this 33rd Annual General Meeting upto theconclusion of the 38 th Annual General Meeting to be held in the calendar year 2019.”


“RESOLVED THAT pursuant to provisions of Sections 149, 150 and 152 read with Schedule IV ofthe Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force)and Clause 49 of the Listing Agreement, Mr. Janak G. Nanavaty (DIN – 00472925), an IndependentDirector of the Company, who is appointed as a Director liable to retire by rotation and in respectof whom the Company has received a notice in writing under Section 160 of the Companies Act,2013 from a member proposing his candidature for the office of the Director, be and is herebyappointed as an Independent Director of the Company to hold office for a period of 5 (five)consecutive years for a term from the conclusion of this 33rd Annual General Meeting upto theconclusion of the 38 th Annual General Meeting to be held in the calendar year 2019.”

7. To consider and if thought fit, to pass with or without modification[s], the following resolution as aSpecial Resolution :

“RESOLVED THAT in supersession of the ordinary resolution passed at the 32nd Annual GeneralMeeting of the Company held on 6th September, 2013 and pursuant to provisions of section 180(1)(c)and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force), consentof the Company be and is hereby accorded to the Board of Directors of the Company to borrowmonies for the purpose of business of the Company from any Bank, Financial Institution or anyperson, such sum or sums of monies as they may deem necessary, notwithstanding the fact thatthe monies so borrowed and the monies borrowed from time to time apart from temporary loansobtained by the Company exceed the aggregate of the paid up capital of the Company and its freereserves i.e. reserves not set apart for any specific purpose, provided that the total outstandingamount of such borrowings shall not exceed Rs. 500 Crores (Rupees Five Hundred Crores only)over and above the aggregate of the paid up capital of the Company and its free reserves at anytime.”


“RESOLVED THAT in supersession of the Ordinary Resolution passed at the 32nd Annual GeneralMeeting of the Company held on 6th September, 2013, the consent of the Company be and ishereby accorded under Section 179 and Section 180(1)(a) and other applicable provisions of theCompanies Act, 2013, to the creation by the Board of Directors on behalf of the Company of suchmortgages, charges, hypothecations and floating charges in such form and such manner as maybe agreed to between the Board of Directors and the Company’s lenders on all or any of themovable & immovable properties of the Company both present and future of every nature andkind whatsoever and the undertaking of the Company in certain events, to secure term loans/working capital facilities/External Commercial Borrowings/ Debentures/ any other form of financeetc. not exceeding Rs. 500 Crores (Rupees Five Hundred Crores only) at any one point of timefrom Financial Institutions/Banks and other agencies/ parties/person with interest thereon,commitment charges, liquidated damages, charges, expenses and other monies, such mortgagesand/or charges already created or to be created in future by the Company in such manner as maybe thought expedient by the Board of Directors.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorizedto finalize the documents for creating the aforesaid mortgages and/or charges and to do all suchacts, things and matters as may be necessary for giving effect to the above resolution.”

ANNUAL REPORT 2013-2014..............

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“RESOLVED THAT pursuant to the provisions of Section 188, 196, 197, 203 read with Schedule Vand other applicable provisions, if any, of the Companies Act, 2013, the Company do herebyaccord its approval to the reappointment of Dr. Himanshu C. Patel as Managing Director of theCompany, not liable to retire by rotation, for a period of 3 years with effect from 1st August, 2014to 31st July, 2017 on the terms and conditions and the remuneration (which have been approvedby Nomination and Remuneration Committee) and that he be paid remuneration (even in the yearof losses or inadequacy of profit) by way of Salary, perquisites and Commission not exceedingthe amount thereof as set out in the Explanatory Statement which is permissible under Section IIof Part II of Schedule V of the Companies Act, 2013.”

“RESOLVED FURTHER THAT the extent and scope of Salary and Perquisites as specified in theExplanatory Statement be altered, enhanced, widened or varied by the Board of Directors inaccordance with the relevant provisions of the Companies Act, 2013 for the payment of managerialremuneration in force during the tenure of the Managing Director without the matter being referredto the Company in General Meeting again.”

Registered Office: By Order of the Board,Block No. 457, Village: Chhatral,Tal : Kalol (N.G.),Dist : Gandhinagar - 382 729 Dinesh B. PatelDate : 29th July, 2014 Chairman

NOTES:

1. The Explanatory Statement, pursuant to provisions of section 102 of the Companies Act, 2013and rules made thereunder, in respect of the business under Item Nos. 4 to 9 of the Notice isannexed hereto.

2. The Register of Members and Share Transfer Books will remain closed from 12th September, 2014to 29 th September, 2014 (both days inclusive) for the purpose of Annual General Meeting.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINTONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF, ON A POLL ONLYAND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT ASPROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 (FIFTY) AND HOLDING IN THEAGGREGATE NOT MORE THAN TEN PER CENT OF THE TOTAL SHARE CAPITAL OF THECOMPANY.

The instrument of Proxy in order to be effective, should be deposited at the Registered Office ofthe Company, duly completed and signed, not less than 48 hours before the commencement ofthe meeting. A Proxy form is sent herewith. Proxy form submitted on behalf of the Companies,Societies, etc. must be supported by an appropriate resolution / authority, as applicable.

4. Corporate members intending to send their authorised representatives to attend the Meeting arerequested to send to the Company, a certified copy of Board Resolution/ Authorisation documentauthorising their representative to attend and vote on their behalf at the Meeting.

5. Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Companyhas transferred the unpaid or unclaimed dividends upto the financial years 2005-06, from time totime on due dates, to the Investor Education and Protection Fund (the IEPF) established by the

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Central Government. Pursuant to the provisions of Investor Education and Protection Fund(Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules,2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on 6th September, 2013 (date of last Annual General Meeting) on the website of theCompany i.e. www.denischemlab.com, as also on the website of the Ministry of Corporate Affairs.

Those members who have not en-cashed their dividend warrants pertaining to the following financialyears are requested to approach the Company for the payment thereof as the same will betransferred to the Investor Education and Protection Fund (IEPF) on the respective dates mentionedthere against pursuant to provisions of section 205C of the Companies Act, 1956 and provisionsof Section 125 of the Companies Act, 2013, when notified by the Central Government and rulesproposed to be prescribed by the Central Government. Members are requested to note that aftersuch date, the members will lose their rights to claim such dividend unless the provisions of section125 of the Companies Act, 2013 are notified by the Central Government.

6. Members holding Shares in physical form are requested to intimate Registrar and Transfer Agentsof the Company viz., M/s. Sharepro Services (India) Private Limited (Unit: Denis Chem Lab Limited),13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off. Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai–400 072, changes, if any, in their registered addressalong with pin code number. Members holding Shares in electronic form shall update such detailswith their respective Depository Participant.

7. Brief resume of Directors including those proposed to be appointed / re-appointed, nature of theirexpertise in specific functional areas, names of companies in which they hold directorships andmemberships / chairmanships of Board Committees, shareholding and relationships betweendirectors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges,are provided in the Corporate Governance Report forming part of the Annual Report. The Directorshave furnished the requisite declarations for their appointment / re-appointment.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding shares inelectronic form are, therefore, requested to submit the PAN to their DPs with whom they aremaintaining their demat accounts and members holding shares in physical form to the Company /RTA.

9. The members are requested to intimate to the Company, queries, if any, at least 10 days beforethe date of the meeting to enable the management to keep the required information available atthe meeting.

10. The Shareholders holding Shares in Physical form are advised to seek their shareholding changedto dematerialised form since in terms of SEBI and Stock Exchange guidelines no physical sharescan be traded in the Stock Exchanges.

11. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical formmay file nomination in the prescribed Form SH-13 and for cancellation / variation in nomination inthe prescribed Form SH-14 with the Company’s Registrar and Transfer Agent. In respect of sharesheld in electronic / demat form, the nomination form may be filed with the respective DepositoryParticipant.

12. The members are requested to bring duly filled attendance slip alongwith their copy of AnnualReport at the Meeting.

13. All documents referred to in the accompanying Notice and the Explanatory Statement shall beopen for inspection at the Registered Office of the Company during normal business hours on allworking days between 11.00 A.M. and 1.00 P.M. except Sundays, up to and including the date ofthe Annual General Meeting of the Company.

ANNUAL REPORT 2013-2014..............

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14. Members may also note that this Notice and the Annual Report for 2013-14 will also be availableon the Company’s website www.denischemlab.com for their download. For any communication,the shareholders may also send requests to the Company’s investor e-mail id:[email protected]

15. VOTING THROUGH ELECTRONIC MEANS

A. In accordance with provisions of Section 108 of the Companies Act, 2013 read with theCompanies (Management and Administration) Rules, 2014 the business proposed for theensuing Annual General Meeting, may be transacted through electronic voting system andthe Company is providing facility for voting by electronic means (“e-voting”) to its members.

B. The Company has engaged the services of National Securities Depository Limited (“NSDL”)to provide e-voting facilities and for security and enabling the members to cast their vote in asecure manner.

C. It may be noted that this e-voting facility is optional. The e-voting facility will be available atthe link https://www.evoting.nsdl.com during the following voting period.

Commencement of e-voting: From Monday, the 22 nd September, 2014 at 10.00 a.m. (IST)

End of e-voting: Wednesday, the 24 th September, 2014 at 06.00 p.m. (IST)

E-voting shall not be allowed beyond 6.00 p.m. (IST) of 24th September, 2014. During the e-voting period, Shareholders of the Company, holding shares either in physical form or indematerialized form, as on the cut off date may cast their vote electronically. The cut off datefor the limited purpose of e-voting is 8th August, 2014.

D. The login ID and password for e-voting along with process, manner and instructions for e-voting is being sent to the members who have not registered their e-mail IDs with the Companyalong with physical copy of the notice.

E. Those members who have registered their e-mail IDs with the Company / their respectiveDepository Participants are being forwarded the login ID and password for e-voting along withprocess, manner and instructions by e-mail.

F. The Company has, in compliance with Rule 20 of the (Management and Administration) Rules,2014, appointed Mr. Kashyap R. Mehta, Proprietor, M/s. Kashyap R. Mehta & Associates,Company Secretaries, Ahmedabad as Scrutinizer (as consented by them to be appointedas scrutinizer) for conducting the electronic Process in a fair and transparent manner.

G. Electronic voting, processes, terms and conditions of Voting and general guidelines forshareholders participating through e-voting:

Shareholders may also refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads Section ofwww.evoting.nsdl.com in addition to the following information.

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a. E-voting schedule for shareholders :

1. Business may be transacted All Resolutions mentioned in the noticeby electronic voting; may be transacted by means of electronic

voting within the time specified below.

2. The date of completion of The notice dispatch will be completed 25sending of notices days prior to the date of annual general

meeting.

3. The date and time of commencement Monday, the 22nd September, 2014 atof voting through electronic means; 10.00 a.m. (IST)

4. The date and time of end of voting Wednesday, the 24th September, 2014 atthrough electronic means; 06.00 p.m. (IST)

5. No voting after closing date & E-Voting shall not be allowed beyond 6.00time of electronic voting p.m. (IST) on 24 th September, 2014

6. Website address on which the www.denischemlab.comnotice is displayed www.evoting.nsdl.com

7. Contact details of the Company Company:and Share Registrar & Transfer Agent Denis Chem Lab Limitedof the Company, responsible to address Email : [email protected] grievances connected with the Share Registrarelectronic voting; Sharepro Services (I) Private Limited

Email : [email protected] No.: 022–67720300 / 67720400Fax.: 022-28508927

b. The Company has tied up with NSDL for e-voting on resolutions and accordingly, theNSDL and our Share Registrar– Sharepro Services (India) Private Limited shall arrangefor providing the information on shareholders login ID and create a facility for generatingpassword and for keeping security and casting of vote in a secure manner;

c. In case of any queries or issues regarding e-voting, shareholder may refer the frequentlyasked questions (FAQs) for Shareholders and e-voting user manual for shareholdersavailable at the Downloads section of www.evoting.nsdl.com or write email [email protected].

d. If shareholder has already registered with NSDL for e-voting, then shareholder can usehis/her existing user ID and password/PIN for casting his/her vote.

e. A member may exercise his right to vote at any general meeting by electronic means inaccordance with the provisions of these rules.

f. The Resolution(s) and the Explanatory Statement(s) setting out the material facts and thereasons thereof are given hereunder for your consideration and necessary action.

g. If a Shareholder has voted through e-voting facility, he is not allowed to vote in person atthe ensuing general meeting of the company. If a Shareholder votes through e-votingfacility and also votes at the meeting, the votes cast through e-voting shall only beconsidered.

h. In case of Members who are entitled to vote but have not exercised their right to vote byelectronic means, the Chairman of the Company may order a poll on his own motion in

ANNUAL REPORT 2013-2014..............

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terms of Section 109 of the Companies Act, 2013 for the businesses specified in theaccompanying Notice. For abundant clarity, in the event of poll, please note that theMembers who have exercised their right to vote by electronic means shall not be eligibleto vote by way of poll at the Meeting.

i. The further instructions on e-voting are as under:

i) The Notice of the 33rd AGM of the Company inter alia indicating the process andmanner of e-voting process along with printed Attendance Slip, Ballot form and ProxyForm is being dispatched to all the Members. Initial password is provided as below inthe cover letter at the end of the attendance slip.

EVEN (E Voting Event Number) USER ID PASSWORD/PIN

ii) NSDL shall also be sending the User-ID and Password to those members whoseshareholding is in the dematerialized format and whose email addresses is registeredwith the Company/Depository Participants(s). For members who have not registeredtheir email address, can use the details as provided above.

iii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

iv) Click on Shareholder – Login

v) Put user ID and password as initial password noted in step (i) above. Click Login.

vi) Password change menu appears. Change the password with new password of yourchoice with minimum 8 digits/ characters or combination thereof. Note new password.It is strongly recommended not to share your password with any other person andtake utmost care to keep your password confidential.

vii) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

viii) Select “EVEN” of Denis Chem Lab Limited

ix) Now you are ready for e-Voting as Cast Vote page opens

x) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”when prompted.

xi) Upon confirmation, the message “Vote cast successfully” will be displayed

xii) Once you have voted on the resolution, you will not be allowed to modify your vote

xiii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required tosend scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authorityletter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through [email protected], [email protected], with a copy marked [email protected].

j. If you are already registered with NSDL for e-voting then you can use your existing userID and password for casting your vote.

k. During the e-voting period shareholders of the Company, holding shares either in physicalform or in dematerialized form, as on the cut-off date of 8th August, 2014, may cast theirvote electronically. Please note that the e-voting module shall be disabled by NSDL forvoting after the closing time and date of e voting. Once the vote on a resolution is cast bythe shareholder, the shareholder shall not be allowed to change it subsequently.

l. The voting rights of Shareholders shall be in proportion to their shares of the paid upequity share capital of the Company.

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m. Shareholders of the Company, holding shares in any form viz. physical form or demat, ason the cut-off date and not casting their vote electronically, may only cast their vote at theAnnual General Meeting.

n. The Scrutinizer shall within a period of not exceeding three (3) working days from theconclusion of the e-Voting period unlock the votes in the presence of atleast two (2)witnesses not in the employment of the Company and make a Scrutinizer’s Report of thevotes cast in favour or against, if any, forthwith to the Chairman of the Company.

o. The results of the voting (e-voting and physical voting) will be announced within 48 hoursof the conclusion of 33rd Annual General Meeting to be held on 29th September, 2014 andshall also be posted on the website of the company www.denischemlab.com.

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ANNEXURE TO THE NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 INRESPECT OF SPECIAL BUSINESSES MENTIONED IN THE NOTICE OF 33 RD ANNUAL GENERALMEETING DATED 29TH JULY, 2014.

In respect of Item No. 4:Pursuant to provisions of Section 260 of the Companies Act, 1956 and pursuant to the Articles ofAssociation of the Company, the Board of Directors of the Company appointed Dr. Gauri S. Trivedi asan Additional Director with effect from 27th January, 2014. Dr. Gauri S. Trivedi is an IndependentWoman Director on the Board of the Company.Pursuant to provisions of Section 260 of the Companies Act, 1956, Dr. Gauri S. Trivedi holds officeonly upto the date of this Annual General Meeting of the Company. A notice has been received from amember along with deposit of requisite amount under Section 160 of the Companies Act, 2013(hereinafter referred as Act) proposing Dr. Gauri S. Trivedi as a candidate for the office of the Directorof the Company.Dr. Gauri S. Trivedi is not disqualified from being appointed as Director in terms of section 164 of theAct and has given her consent to act as Director. Section 149 of the Act, inter alia, stipulates thecriteria of independence should a Company propose to appoint an Independent Director on its Board.As per the provisions of the said section, an Independent Director can hold office for a term up to fiveconsecutive years on the Board of a Company and she shall not be included in determining the totalnumber of Directors liable to retire by rotation.The Company has received a declaration from Dr. Gauri S. Trivedi that she meets with criteria ofindependence as prescribed both under section 149(6) of the Act and clause 49 of the ListingAgreement. Dr. Gauri S. Trivedi possesses appropriate skills, experience and knowledge in the fieldof Management and Administration. Brief resume of Dr. Gauri S. Trivedi, nature of her expertise inspecific functional areas and names of the Companies in which she holds directorships andmemberships / chairperson of the Board/ Committees, shareholding and relationship between Directorsinter se, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are providedin the Corporate Governance Report forming part of the Annual Report.In the opinion of the Board, Dr. Gauri S. Trivedi fulfills the conditions specified in the Act and rulesmade thereunder for her appointment as an Independent Director of the Company.Keeping in view of her vast experience and knowledge, the Board considers that her associationwould be of immense benefit to the Company and it is desirable to continue to avail the services of Dr.Gauri S. Trivedi as an Independent Director.Save and except Dr. Gauri S. Trivedi, none of the Directors and Key Managerial Personnel of theCompany and their relatives is concerned or interested, financially or otherwise, in the resolution setout at item No. 4.

ANNUAL REPORT 2013-2014..............

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This explanatory statement may also be regarded as a disclosure under clause 49 of the ListingAgreement with the Stock Exchanges.

In respect of Item No. 5:

Dr. Gaurang K. Dalal is an Independent Director on the Board of the Company. He was appointed onthe Board at its meeting held on 1st November, 2007.

Dr. Gaurang K. Dalal was appointed as a Director liable to retire by rotation. In terms of section 149and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the Act), whichare made applicable from April 1, 2014, Dr. Gaurang K. Dalal being eligible and offering himself forappointment, is proposed to be appointed as an Independent Director for five consecutive years for aterm up to the conclusion of the 38th Annual General Meeting in the calendar year 2019. A notice hasbeen received from a member along with deposit of requisite amount under section 160 of the Actproposing Dr. Gaurang K. Dalal as a candidate for the office of Director of the Company.

Dr. Gaurang K. Dalal is not disqualified from being appointed as Director in terms of section 164 of theAct and has given his consent to act as Director. Section 149 of the Act, inter alia, stipulates thecriteria of independence should a Company propose to appoint an Independent Director on its Board.As per the provisions of the said section, an Independent Director can hold office for a term up to fiveconsecutive years on the Board of a Company and he shall not be included in determining the totalnumber of Directors liable to retire by rotation.

The Company has received a declaration from Dr. Gaurang K. Dalal that he meets with criteria ofindependence as prescribed both under section 149(6) of the Act and clause 49 of the ListingAgreement. Dr. Gaurang K. Dalal possesses appropriate skills and experience in the field of Medicine.Brief resume of Dr. Gaurang K. Dalal, nature of his expertise in specific functional areas and names ofthe Companies in which he holds directorships and memberships / chairmanships of the Board/Committees, shareholding and relationship between Directors inter se, as stipulated under clause 49of the Listing Agreement with the Stock Exchanges, are provided in the Corporate Governance Reportforming part of the Annual Report..

In the opinion of the Board, Dr. Gaurang K. Dalal fulfills the conditions specified in the Act and rulesmade thereunder for his appointment as an Independent Director of the Company.

Keeping in view of his vast experience and knowledge, the Board considers that his continuedassociation would be of immense benefit to the Company and it is desirable to continue to avail servicesof Dr. Gaurang K. Dalal as an Independent Director.

Save and except Dr. Gaurang K. Dalal, none of the Directors and Key Managerial Personnel of theCompany and their relatives is concerned or interested, financially or otherwise, in the resolution setout at item No. 5.



Mr. Janak G. Nanavaty is an Independent Director on the Board of the Company. He was appointed onthe Board at its meeting held on 29th October, 2012.

Mr. Janak G. Nanavaty was appointed as a Director liable to retire by rotation. In terms of section 149and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the Act), whichare made applicable from April 1, 2014, Mr. Janak G. Nanavaty being eligible and offering himself forappointment, is proposed to be appointed as an Independent Director for five consecutive years for aterm up to the conclusion of the 38th Annual General Meeting in the calendar year 2019. A notice hasbeen received from a member along with deposit of requisite amount under section 160 of the Actproposing Mr. Janak G. Nanavaty as a candidate for the office of Director of the Company.

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Mr. Janak G. Nanavaty is not disqualified from being appointed as Director in terms of section 164 ofthe Act and has given his consent to act as Director. Section 149 of the Act, inter alia, stipulates thecriteria of independence should a Company propose to appoint an Independent Director on its Board.As per the provisions of the said section, an Independent Director can hold office for a term up to fiveconsecutive years on the Board of a Company and he shall not be included in determining the totalnumber of Directors liable to retire by rotation.

The Company has received a declaration from Mr. Janak G. Nanavaty that he meets with criteria ofindependence as prescribed both under section 149(6) of the Act and clause 49 of the ListingAgreement. Mr. Janak G. Nanavaty possesses appropriate skills and experience in the field ofManagement. Brief resume of Mr. Janak G. Nanavaty, nature of his expertise in specific functionalareas and names of the Companies in which he holds directorships and memberships / chairmanshipsof the Board/Committees, shareholding and relationship between Directors inter se, as stipulated underclause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Corporate GovernanceReport forming part of the Annual Report.

In the opinion of the Board, Mr. Janak G. Nanavaty fulfills the conditions specified in the Act and rulesmade thereunder for his appointment as an Independent Director of the Company.

Keeping in view of his vast experience and knowledge, the Board considers that his continuedassociation would be of immense benefit to the Company and it is desirable to continue to avail servicesof Mr. Janak G. Nanavaty as an Independent Director.

Save and except Mr. Janak G. Nanavaty, none of the Directors and Key Managerial Personnel of theCompany and their relatives is concerned or interested, financially or otherwise, in the resolution setout at item No. 6.



The members of the Company at 32nd Annual General Meeting held on 6th September, 2013 approvedby way of an Ordinary Resolution under section 293(1)(d) of the Companies Act, 1956 for borrowingover and above the aggregate of the paid-up share capital and free reserves of the Company providedthat the total amount of such borrowings together with the amount already borrowed and outstandingat any point of time shall not be in excess of Rs.100 Crores (Rupees One Hundred Crores only), ofaggregate of the paid-up share capital and free reserves of the Company.

Section 180(1)(c) of the Companies Act, 2013 effective from 12th September, 2013 requires that theBoard of Directors shall not borrow money in excess of the Company’s paid-up share capital and freereserves, apart from temporary loans obtained from the Company’s Bankers, etc. in the ordinary courseof business, except with the approval of the Company accorded by a Special Resolution.

The Company borrows funds from the Banks and Financial Institutions for its business and consideringthe growth of the business, the Board is of the opinion that the Company may require to borrow additionalfunds for both organic and inorganic growth. In view of the requirements of the increased borrowingsand to comply with the requirements of section 180(1)(c) or other applicable provisions of the CompaniesAct, 2013, the members of the Company shall pass a Special Resolution as set out at item No. 7 of theNotice, to enable the Board of Directors to borrow in excess of the aggregate of the paid-up sharecapital and free reserves of the Company. Approval of the members is being sought to borrow themoney up to Rs.500 Crores (Rupees Five Hundred Crores only) in excess of the aggregate of thepaid-up share capital and free reserves of the Company.

None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned orinterested, financially or otherwise, in the resolution set out in the item No. 7.

ANNUAL REPORT 2013-2014..............

11


Section 180(1)(a) of the Companies Act, 2013 effective from 12th September, 2013 requires that theBoard of Directors shall not sell, lease or otherwise dispose of the whole or substantially whole of theundertaking of the company. In view of the resolution relating to borrowing powers stated in Item No.8, the Company may have to create further charges/mortgages in favour of the lenders. Therefore, aresolution enabling the Directors to create charges/mortgages on the movable/immovable propertiesof the Company to the extent of Rs.500 crores at any point of time is proposed.

Since the invocation of security / mortgage by the lender may be regarded as a disposal of theundertaking by the Company in favour of the Institutions / Banks, it is necessary for the members topass a special resolution under Section 180(1)(a) of the Companies Act, 2013 before creation of thesaid charges / mortgages.

It is, therefore, necessary for the members to pass a Special Resolution under Section 180(1)(a) andother applicable provisions of the Companies Act, 2013, as set out at Item No.8 of this Notice, toenable to the Board of Directors to create charges/mortgages to secure the borrowings as mentionedin Item No. 8.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concernedor interested, financial or otherwise, in the resolution set out at Item No. 8.


Shareholders may recall that in the 31st Annual General Meeting held on 14th September, 2012, Dr.Himanshu C. Patel was reappointed as Managing Director of the Company for a period of three yearsfrom 1st April, 2012.

The Board of Directors, on the recommendation on Nomination and Remuneration Committee, in theirmeeting held on 29th July, 2014 have reappointed Dr. Himanshu C. Patel as Managing Director for aperiod of 3 years i.e. from 1st August, 2014 to 31st July, 2017.

The major terms of the remuneration of Managing Director are as under:

I. PERIOD:

The term of the Managing Director shall be for a period of three years from 1st August, 2014 to 31st

July, 2017.

II. REMUNERATION:

A. SALARY:

The Managing Director shall be entitled to monthly salary of Rs. 5,00,000/ with annual increaseof Rs. 1,00,000/- with maximum monthly salary of Rs. 7,00,000/-.

B. PERQUISITES:

1. Contribution to Provident Fund, Superannuation Fund and Annuity Fund to the extentthese either singly or put together are not taxable under the Income tax Act, 1961.

2. Gratuity payable at a rate not exceeding half a month’s salary for each completed year ofservice.

3. Encashment of leave at the end of the tenure.

4. Free use of Company’s car with driver for Company’s business and free telephone facilityat residence.

C. COMMISSION:

The Managing Director shall be entitled to commission of 1 % of the net profits of the Companyso that for any year of aggregate of salary, perquisites and commission shall not exceed theoverall ceilings laid down under Section 197 of the Companies Act, 2013.

12


III. The Managing Director shall be entitled to reimbursement of expenses incurred by him in connectionwith the business of the Company.

IV. The Managing Director shall not, so long as he functions as such, become interested or otherwiseconcerned directly or through his wife and/or minor children in any selling agency of the Companywithout the prior approval of the Central Government.

V. DUTIES:

Subject to the superintendence, direction and control of the Board of Directors of the Company,the Managing Director Shall be entrusted with substantial powers of management and also suchother duties and responsibilities as may be entrusted to him by the Board of Directors from time totime. The headquarter of the Managing Director shall be at Ahmedabad or at such place as theBoard of Directors may decided from time to time.

VI. TERMINATION:

The Managing Director may be removed from his office for gross negligence, breach of duty ortrust if the Company in its General Meeting to that effect passes a special Resolution. The ManagingDirector may resign from his office by giving 90 days’ notice to the Company.

VII. COMPENSATION:

In the event of termination of office of Managing Director takes place before the expiration oftenure thereof, Managing Director Shall be entitled to receive compensation from the Companyfor loss of office to the extent and subject to limitation as provided under section 202 of theCompanies Act, 2013.

As per the provisions of Sections 188,196, 197, 203 and all other applicable provisions, if any, ofthe Companies Act, 2013, Special Resolution is necessary for holding office as Managing Directorof the Company on remuneration.

The following is the details of interest of Directors/ Key Managerial Personnel/ Relative of Director/Relative of Key Managerial Personnel:

Sr. Category Name of Interested Financial Non-FinancialNo. Director / KMP Interest Interest

1. Director Dr. Himanshu Relates to his reappointment asC. Patel Managing Director, he may be deemed

to be concerned or interested in thebusiness

2. Key Managerial - - -Personnel

3. Relative of Director Mr. Dinesh B. Patel Relates to reappointment ofMs. Anar H. Patel Dr. Himanshu C. Patel as Managing

Director, relative of Directors and,therefore, they may be deemed to beconcerned or interested in the business

4. Relative of Key Mr. Nirmal H. Patel Relates to reappointment ofManagerial Personnel Dr. Himanshu C. Patel as Managing

Director, relative of Key ManagerialPersonnel and, therefore, he may bedeemed to be concerned or interestedin the business

ANNUAL REPORT 2013-2014..............

13

The following are the information required under Section II of Part II of Schedule V of the CompaniesAct, 2013:

Registered Office: By Order of the Board,Block No. 457, Village: Chhatral,Tal : Kalol (N.G.),Dist : Gandhinagar - 382 729 Dinesh B. PatelDate : 29th July, 2014 Chairman

Sr. No Particulars

Information

I GENERAL INFORMATION

1 Nature of industry Manufacturing of Pharmaceuticals Formulations.

2 Date or expected date of commencement of commercial production

Existing

3 In case of new companies , expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

N.A.

4 Financial performance based on given indicators Rs. 6731 lacs turnover (2013-14)

5 Exports performance and net foreign exchange collaborations

Rs. 75 lacs turnover (2013-14)

6 Foreign investments or collaborations, if any. N.A.

II INFORMATION ABOUT THE APPOINTEE

1 Background details B.E., M.S., Ph.D.

2 Past remuneration Rs. 2.50 lacs p.m. + Perquisites

3 Recognition or awards WHO - GMP

4 Job profile and his suitability 32 Years experience in the Pharmaceuticals field

5 Remuneration proposed Rs. 5.00 lacs p.m. with annual increase of Rs. 1,00,000/- subject to maximum of Rs. 7,00,000/- + Perquisites

6 Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be w. r. t the country of his origin.)

Remuneration is in commensurate with experience & qualifications. It is lower compared to industry standard formula.

7 Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel , if any

Dr. Himanshu C. Patel is the Managing Director of the Company.

III OTHER INFORMATION

1 Reasons of loss or inadequate profits High Interest Cost High Market competition

2 Steps taken or proposed to be taken for improvement Rationalisation of existing product Range and Opening new Markets

3 Expected increase in productivity and profits in measurable terms

Turnover expected to increase drastically

IV DISCLOSURES

1 The shareholders of the Company shall be informed of the remunerations package of the managerial person

The shareholders have been informed in the notice of 33

rd Annual General

Meeting.

2 The following disclosure shall be mentioned in the Board of Director’s report under the heading “Corporate Governance” , if any , attached to the annual report:

Yes

2(i) All elements of remuneration package such as salary , benefits , bonuses , stock , stock options , pension , etc , of all the directors;

No other Director is entitled for any remuneration.

2(ii) Details of fixed component and performance linked incentives along with the performance criteria;

No performance linked incentives.

2(iii) Service contracts , notice period , severance fees; 90 days’ Notice.

2(iv) Stock option details , if any , and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable;

No stock options have been offered.

14


DIRECTORS’ REPORT

Dear Shareholders,

Your Directors pleasured to present the 33RD ANNUAL REPORT together with the Audited Statement ofAccounts for the Financial Year 2013 14 ended 31st March, 2014.

1. FINANCIAL RESULTS: (Rs. In Lacs)

Particulars 2013-14 2012-13

Operating Profit (Before Interest & Depreciation) 643.74 595.93

Less : Interest 299.04 212.52

Profit before Depreciation 344.70 383.41

Less : Depreciation 131.63 129.48

Profit before Tax 213.07 253.93

Less : Provision for Tax 99.00 95.00

Less/(Add) : Deferred Tax Liability/ (Assets) (10.73) (0.30)

(Add) : Excess provision of tax relating to earlier years - (9.15)

Profit after Tax 124.80 168.38

Balance brought forward from previous year 357.74 237.62

Surplus available for appropriation 482.54 406.00

Appropriations:

Proposed Dividend - 30.14

Corporate Dividend Tax - 5.12

Transfer to General Reserve - 13.00

Balance carried to Balance Sheet 482.54 357.74

2. DIVIDEND:

In view of modernisation and expansion of the existing facility of manufacturing Sterile Injectablesand to conserve the resources for general corporate purposes including working capital requirementsof the Company, your Directors have not recommended any dividend for the year under reviewended 31st March, 2014 against dividend of Rs.2.00 per Equity Share for previous year 2012-13.

3. OPERATIONS:

The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles is increased by20% from Rs.5602.95 lacs of the previous year 2012-13 to Rs. 6731.37 lacs for the year 2013-14.The facility was inspected by Food and Drug Control Administration (FDCA), Gandhinagar in April,2012 for the renewal of its World Health Organization-Good Manufacturing Practices (WHO-GMP)certification and manufacturing license renewal which was satisfactorily completed. The Company’smanufacturing license is valid till December 2017. During 2012-13, the export market was exploredin more detail and I.V. products in plastic bottles were exported to new destinations. Further effortsare underway for increasing exports to various countries.

ANNUAL REPORT 2013-2014..............

15

The manufacturing costs have been largely controlled for 2011-12 except for the freight cost whichhas recorded a significant increase due to higher sales and due to further increase in cost of diesel.

4. NEW PROJECTS:

The Management has envisaged an increased demand for various I. V. fluids in India for the futureconsidering the development of health related instrument and steady population increase.

The Company is expanding its existing facilities of manufacturing Intravenous Fluids. It has identifieda new process of manufacturing plastic bottles. The Bottles will be manufactured through singlestage Injection Stretch Blow moulding technology as compared to technologies used at present i.e.Blow Fill Seal (BFS) and Form Fill and Seal (FFS).

This product has a distinct advantage over the existing FFS technology. It is more compact, moretransparent and the fluids can be sterilized up to 121 Degree centigrade, which is recommended byEMEA also. It has a stopper attached to it, so there are less leakages and superior quality as comparedto FFS. Hence, the Company is raised resources by way of project term loan as well as from promoterand existing shareholders’ contribution by way of Rights Issue aggregating up to Rs. 34.50 Crores.

The Company plans to increase its mfg. capacity for plastic bottles during 2014-15 & steps arebeing taken for implementation of the same. The Company plans to register its products in variouscountries for increasing its exports.

5. INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company has been increased to Rs.1100 lacs dividedinto 1,10,00,000 Equity of Rs.10/- each upon passing of resolutions in the Extra Ordinary GeneralMeeting held on 8th October, 2013.

6. BONUS EQUITY SHARES:

The Company, after obtaining necessary approvals, have allotted 15,06,966 Bonus Equity Sharesof Rs.10/- each on 21st October, 2013, to the shareholders in the ratio of 1:1, after complyingguidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009. The postBonus Equity Shares the paid up Equity Share Capital of the Company stood at Rs.3.01 Crores.

7. LISTING:

The Equity Shares of the Company were listed w.e.f. 21st February, 2014 at BSE Limited underDirect Listing norms. The Equity Shares of the Company continued to be listed on AhmedabadStock Exchange Limited.

8. RIGHTS ISSUE OF EQUITY SHARES:

With a view to part finance the project cost of projects of modernisation and expansion, the Companycame out with Rights Issue of 60,27,864 Equity Shares of Rs.10/- each for cash at a price of Rs.13/- per Equity Share (including a premium of Rs.3/- per Equity Share) for an amount aggregating toRs. 783.62 lacs in the ratio of 2:1 in accordance with the provisions of SEBI (Issue of Capital &Disclosure Requirement) Regulations, 2009, the Companies Act, 1956 / 2013 as may be applicablefrom time to time, its rules, regulations and guidelines made there under. The issue wasoversubscribed by 1.43 times.

The allotment of Rights Equity Shares was made on 30th May, 2014. The post Rights Issue, the paidup Equity Share Capital of the Company stood at Rs.9.04 Crores divided into 90,41,796 EquityShares of Rs.10/- each.

16


9. DIRECTORS:

9.1 The Board regret to inform the death of Mr. Chinubhai N. Munshaw, Director of the Company on22nd January, 2014. Dr. Gauri S. Trivedi was appointed as Independent Director w.e.f. 27th

January, 2014. One of your Directors, Mr. Priyavadan C. Randeria resigned from the office ofthe Director w.e.f. 22nd March, 2014.

9.2 Dr. Gauri S. Trivedi, Dr. Gaurang K. Dalal and Mr. Janak G. Nanavaty, being IndependentDirectors, are being appointed for a term of 5 years as per provisions of the Companies Act,2013. Ms. Anar H. Patel, retires by rotation at this Annual General Meeting, being eligible offersherself for reappointment. Dr. Himanshu C. Patel has been reappointed as Managing Directorof the Company.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect toDirectors’ Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent, so as to give a true and fairview of the state of affairs of the Company at 31st March, 2014 being end of the Financial Year2013 14 and the Profits of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

11. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Dr. Gaurang K. Dalal Chairman

2. Mr. Janak G. Nanavaty Member

3. Mr. Dinesh B. Patel Member

12. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting ofthe following:

1. Mr. Janak G. Nanavaty Chairman

2. Dr. Gaurang K. Dalal Member

3. Dr. Gauri S. Trivedi Member

13. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board of Directors have constituted Stakeholders’ Relationship Committee consisting of thefollowing:

1. Dr. Himanshu C. Patel Chairman

2. Ms. Anar H. Patel Member

ANNUAL REPORT 2013-2014..............

17

14. INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stockswherever necessary and to the extent required have been adequately insured against the risks offire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

15. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383Aof the Companies Act. 1956 from M/s. Kashyap R. Mehta & Associates, Company Secretaries,Ahmedabad which is attached to the Directors’ Report.

16. PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of informationunder Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars ofEmployees) Rules, 1975.

17. FIXED DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under theCompanies (Acceptance of Deposits) Rules, 1975.

18. AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accounts, Ahmedabadwill retire at the ensuing Annual General Meeting and are eligible for reappointment. The Companyhas obtained from them the written Certificate to the effect that their reappointment as Auditors ofthe Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions ofSection 139 and 141 of the Companies Act, 2013.

The remarks of auditor and notes on accounts are self explanatory.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the ManagementDiscussion and Analysis Report for the year under review are annexed to this Report and formspart of this Annual Report.

20. CORPORATE GOVERNANCE REPORT:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report andReport on Corporate Governance form part of this Annual Report. A certificate regarding compliancewith the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement isalso appended to the Annual Report.

21. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDLand CDSL. The ISIN No. allotted is INE051G01012.

22. FINANCE:

22.1 The Company’s Income-tax Assessment has been completed up to the Assessment Year2010-11 and Sales tax Assessment is completed up to the Financial Year 2009-10.

22.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from AxisBank Limited and Bank of India. The Company is regular in payment of interest and principal.

18


23. GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India for coveringits Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been createdwith Life Insurance Corporation of India.

24. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THEREPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

CONSERVATION OF ENERGY

(a) Energy Conservation Measures Taken:

The Company has switched over to bio-fuels use as fuel for its boiler instead of lignite and thishas resulted in improved efficiency of the boiler and also reduced the fuel cost. A new bottlewashing machine was installed due to which the Company was able to reduce the waterconsumption. The Company has insulated various storage vessels, steam pipe lines and othertanks so as to reduce heat losses.

(b) Additional Investment and Proposals for reduction of Consumption of Energy:

The Company is planning to install special servo motors for reducing electricity consumption.

(c) Impact of the above measures:

The measures taken above will help in considerable saving in cost per unit of energy.

(d) Total Energy consumption and Energy consumption per unit of production:

Total energy consumption and energy consumption per unit of production as per From Aprescribed in The Rules is at Annexure–I to this report.

25. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors andSenior Management, which is available on the Company’s website. All the Board Members andSenior Management personnel have affirmed compliance with the code of conduct.

26. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders fortheir constant support and co operation. Your Directors also place on record their grateful appreciationand co operation received from Bankers, Financial Institutions, Government Agencies and employeesof the Company.

For and on behalf of the Board,

Place : Ahmedabad Dinesh B. PatelDate : 29th July, 2014 Chairman

ANNUAL REPORT 2013-2014..............

19

ANNEXURE I

FORM A

Disclosure of particulars with respect to Conservation of Energy


(A) Power And Fuel Consumption:

1. Electricity

(a) Purchased Units (KWH) 2718624 2404732

Total Amount (Rs. in lacs) 196.16 167.65

Rate (unit) 7.21 6.97

(b) Own generation Through Diesel Generator 33944 26644

Total Litres 8400 6400

Unit per Litre of Diesel Oil 4.04 4.16

Cost/Unit (Rs.) 10.06 11.11

2. Coal/Lignite (Kgs) - -

Total Amount (Rupees) - -

Average Rate (In Rs. Per Litre) - -

3. Bio Fuel (Kgs.) 3644635 2537535

Total Amount (Rs. In lacs) 159.73 114.44

Average Rate (In Rs. Per Kgs.) 4.38 4.51

(B) Consumption per unit of Production:

Particulars Standard Unit 2013-14 2012-13

(i) Electricity (in Units) I. V. Solution Bottle 0.06 0.06

(ii) Diesel Oil (in Litres) I. V. Solution Bottle 0.0007 0.0006

(iii) Lignite/Coal I. V. Solution Bottle — —

(iv) Bio Fuel I. V. Solution Bottle 0.07 0.06

20


(B) TECHNOLOGY ABSORPTION:

Efforts made in Research and Development and Technology Absorption as per FORM-B prescribedin the Rules is as under:

(i) Research & Development (R & D)

(a) Specific areas in which R&D carried out by the Company. : New product development andimprovement in Quality.

(b) Benefits derived as a result of the above R&D : Increase in the range of productsin its volume of contribution inincreased sales turnover.

(c) Future plan of action : To maintain improved quality ofproducts through quality control.

(d) Expenditure on R&D : Marginal

(ii) Technology absorption, adoption and innovation. : The Company does not envisageany technology absorption.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO


Total Foreign Exchange used — —

Total Foreign exchange earnings. US $ 1,62,616 US $ 1,47,616



ANNUAL REPORT 2013-2014..............

21

REPORT ON CORPORATE GOVERNANCEINTRODUCTION:

Corporate Governance is important to build confidence and trust which leads to strong and stablepartnership with the Investors and all other Stakeholders. The detailed Report on implementation ofCorporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the StockExchange/s is set out below:

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on Corporate Governance lays strong emphasis on transparency,accountability and ability. The Company has implemented the mandatory requirements of the ‘Codeof Governance’ as mentioned in Clause 49 of the Listing Agreement. The Compliance Report of theCompany vis-à-vis the Stock Exchange Listing Agreement is presented below.

2. BOARD OF DIRECTORS:

a) Composition and Category of Directors as on 31 st March, 2014 and on the date of reportis:

Name of Directors Category of No. of Committee No. of AttendanceDirectorship other Member/ Board at AGM held

Director Chairmanship Meetings on 06-09-2013ships@ in other attended Yes(Y)/No(N)

Companies from01-04-2013

to31-03-2014

Mr. Dinesh B. Patel Non-Executive 1 - 13 Y

Dr. Himanshu C. Patel Executive 1 - 13 Y

Dr. Gaurang K. Dalal Non-Executive 1 - 12 NIndependent

Ms. Anar H. Patel Non-Executive - - 13 Y

Mr. Janak G. Nanavaty Non-Executive 2 Santaram 10 NIndependent Spinners

Limited

Dr. Gauri S. Trivedi# Non-Executive - - 5 NIndependent

Mr. Priyavadan C. Non-Executive - - 11 YRanderia* Independent

Mr. Chinubhai N. Non-Executive - - 7 NMunshaw** Independent

@ Private Companies Excluded# Appointed as Director w.e.f. 27th January, 2014* Resigned from the post of Director w.e.f. 22nd March, 2014** Ceased to be Director w.e.f. 22nd January, 2014 due to death

22


b) Details of the Directors seeking Appointment/Re-appointment in forthcoming AnnualGeneral Meeting:

c) Board Procedures:The Board of Directors meets once a quarter to review the performance and Financial Results.A detailed Agenda File is sent to all the Directors well in time of the Board Meetings. TheChairman/Managing Director briefs the Directors at every Board Meeting, overall performanceof the Company. All major decisions/approvals are taken at the Meeting of the Board of Directorssuch as policy formation, business plans, budgets, investment opportunities, StatutoryCompliance etc. The meeting of the Board of Directors for a period from 1st April, 2013 to 31st

March, 2014 were held on 16-05-2013; 21-06-2013; 26-07-2013; 01-08-2013; 09-09-2013; 08-10-2013; 21-10-2013; 31-10-2013; 27-01-2014; 13-03-2014; 19-03-2014; 22-03-2014 and 31-03-2014.

Name of Directors

Dr. Gauri S. Trivedi Mr. Janak G. Nanavaty

Dr. Gaurang K. Dalal

Ms. Anar H. Patel

Dr. Himanshu C. Patel

Date of Birth 18-05-1960 14-05-1955

18-05-1952 21-09-1959 16-03-1954

Date of Appointment 27-01-2014 29-10-2012 01-11-2007 30-03-1998 23-05-1981

Qualifications Doctorate in Philosophy, Economist

B.com. MBA MBBS B.A. M.S., B.E, Ph.D.

Expertise in specific functional areas

Administration Marketing & Industry

Management

Medical & Pharmaceuticals

Administration Medical & Pharmaceuticals

List of Public Limited Companies in which Directorships held

- Sataram Spinners Limited; Mihikita Enterprises Limited

Sayaji Industries Limited

- Denis Plast Limited

List of Private Limited Companies in which Directorships held

Cue Strategic Inputs Private Limited

Urja Products Private Limited;

Narmada Fintrade Private Limited

Vadan Marketing Private Limited

Vadan Marketing Private Limited; Aleris Pharma Private Limited

Chairman/Member of the Committees of the Board of Directors of our Company

Nomination & Remuneration Committee

Audit Committee; Nomination & Remuneration Committee

Audit Committee; Nomination & Remuneration Committee

Stakeholders’ Grievance Committee

Stakeholders’ Grievance Committee

Chairman/Member of the Committees of Directors of other Companies

- Santaram Spinners Limited

- - -

Shareholding in the Company

NIL NIL NIL 25,48,126 Equity Shares

17,33,040 Equity Shares

ANNUAL REPORT 2013-2014..............

23

3. AUDIT COMMITTEE:The Audit Committee consists of the following Directors as on date of the Report:

Name of the Directors Expertise Functions of Attendancethe Committee

Dr. Gaurang K. Dalal, All members are The functions of the Majority of members wereChairman Non-executive. Audit Committee are present at the meetingMr. Janak G. Nanavaty Chairman is as per Company held on 16-05-2013;Mr. Dinesh B. Patel Independent Law and Listing 26-07-2013; 31-10-2013

Director and Agreement with & 13-03-2014.majority are Stock Exchangeindependent. which includeOne member approving andhas thorough implementing thefinancial and audit procedures,accounting review of financialknowledge. reporting system,

internal controlprocedures andrisk managementpolicies.

4. NOMINATION & REMUNERATION COMMITTEE:

The Board Committee is vested with the responsibilities to function as per SEBI Guidelines andrecommends to the Board Compensation Package for the Managing Director and Key ManagerialPersonnel. It also reviews from time to time the overall Compensation structure and related policieswith a view to attract, motivate and retain employees.

The Committee comprises the following Directors as members:

1. Mr. Janak G. Nanavaty - Non executive Independent

(Chairman of the Committee)

2. Dr. Gaurang K. Dalal - Non executive Independent

3. Dr. Gauri S. Trivedi - Non executive Independent

All the members attended the meetings held during the year.

Details of remuneration paid:

1. Dr. Himanshu C. Patel, Managing Director was paid Rs. 32,75,502/- as managerial remunerationduring the financial year 2013-14.

2. The Directors were paid total Rs.72,600/- as Sitting Fees during the financial year 2013-14.

3. No Commission or Stock Option has been offered to the Directors.

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board has constitutes a Stakeholders’ Relationship Committee for the purpose of effectiveredressal of the complaints of the stakeholders such as Dematerialisation, Share Transfer, Nonreceipt of Balance Sheet etc.

Dr. Himanshu C. Patel and Ms. Anar H. Patel, Directors are the Members of the Committee.

The Company has not received any complaints during the year. There was no valid request fortransfer of shares pending as on 31st March, 2014.

Ms. Khushbu H. Shah, Company Secretary is the Compliance Officer for the above purpose.

24


6. GENERAL BODY MEETINGS:Details of last three Annual General Meetings of the Company are given below:

Financial Year Date Time Venue

2010-11 09-09-2011 10.00 a.m. Block No. 457, Village: Chhatral,Tal: Kalol (N.G.), Dist: Gandhinagar - 382 729

2011-12 14-09-2012 10.00 a.m. As above

2012-13 06-09-2013 10.00 a.m. As above

Pursuant to the provisions of Section 192 A of the Companies Act, 1956, there was no matterrequired to be dealt by the Company to be passed through postal ballot. The Company has passedtwo Special Resolutions in last 3 years.

7. DISCLOSURES:a) The Company has not entered into any transaction of material nature with the Promoters, the

Directors or the Management that may have any potential conflict with the interest of theCompany. The Company has no subsidiary.

b) There has neither been any non compliance of any legal provision of applicable law, nor anypenalty, stricture imposed by the Stock Exchange/s or SEBI or any other authorities, on anymatters related to Capital Market during the last three years.

c) Code of Conduct:The Board of Directors has adopted the Code of Conduct for Directors and Senior Managementand the same has been placed on the Company’s website. All Board Members and the SeniorManagement Personnel have affirmed compliance with the Code of Conduct for the year underreview.

d) Prohibition of Insider Trading:In Compliance with the SEBI Regulations on Prevention of Insider Trading, the Company hasframed a Code of Conduct to avoid any insider trading and it is applicable to all the Directors,Officers and such employees of the Company who are expected to have access to theunpublished price sensitive information relating to the Company. The Code lays down guidelines,which advises them on procedure to be followed and disclosures to be made, while dealingwith the shares of the Company.

8. MEANS OF COMMUNICATIONS:In compliance with the requirements of the Listing Agreement, the Company regularly intimatesUnaudited/ Audited Financial Results to the Stock Exchanges immediately after they are taken onrecord by the Board of Directors. These Financial Results are normally published in ‘Western Times’(English and Gujarati).Results are also displayed on Company’s website www.denischemlab.com.During the year ended on 31st March, 2014, no presentations were made to Institutional Investors oranalyst or any other enterprise.Management Discussion and Analysis form part of the Annual Report.

9. SHAREHOLDERS’ INFORMATION:a Registered Office Block No. 457, Village: Chhatral,Tal: Kalol (N.G.), Dist:

Gandhinagar - 382 729b Annual General Meeting Day : Monday

Date : 29th September, 2014Time : 10.00 a.m.Venue : Block No. 457, Village: Chhatral,Tal: Kalol (N.G.), Dist:

Gandhinagar - 382 729

ANNUAL REPORT 2013-2014..............

25

c Financial Calendar 1st Quarter Results Mid - August, 2014.

Half yearly Results Mid - November, 2014.

3rd Quarter Results Mid - February, 2015.

Audited yearly Results End May, 2015.

d Book Closure Dates From To

Friday,the 12th September, 2014 Monday,the 29 th September,2014(both days inclusive).

e Dividend Payment Date N.A.

f Listing of Shares on BSE Limited

Stock Exchanges P. J. Towers, Dalal Street, Mumbai – 400001.

Ahmedabad Stock Exchange Limited,Kamdhenu Complex, 1st Floor, Ambawadi, Ahmedabad 15.

The Company has paid the annual listing fees for the financialyear 2014-15 to both the Stock Exchanges where its securitiesare listed.

g Stock Exchange Code Stock Exchange Code

BSE 537536

ASE 13710

h Registrar and Share In terms of SEBI Circular No. D&CC/FITTC/CIR 15/2003 dated

Transfer Agents. 27 th December, 2002 read with Circular No. D&CC/FITTC/CIR 18/2003 dated 12th February, 2003, on appointment of commonagency for share registry work, the Company has appointed thebelow mentioned agency as Registrars and Share Transfer Agents(RTA) for both Physical and Demat Segment of Equity Shares ofthe Company:

M/s. Sharepro Services (India) Private Limited,13 AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Tel.Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Mumbai -400072Tel no : (22) 67720300/400 Fax : (22) 28591568Email Address : [email protected]

i Share Transfer System: The transfer of shares in physical form is processed andcompleted by M/s. Sharepro Services (India) Private Limited withina period of 15 days from the date of receipt thereof.In case ofShares in electronic form, the transfers are processed by NSDL/CDSL through the respective Depository Participants.

j Stock Price Data:

The share price data of the Company from 21st February, 2014 (listing date) to 31st March, 2014on BSE Limited are as follows:

Month BSE Limited

High (Rs.) Low (Rs.) No. of shares traded

February, 2014 58.00 45.00 4,500

March, 2014 66.30 23.25 95,890

26


k) Distribution of Shareholding as on 30th June, 2014:

No. of Equity No. of % of No. of % ofShares held Shareholders Share holders Shares held Shareholding

Up to 500 1357 66.10 252582 2.79

501 to 1000 250 12.18 192186 2.13

1001 to 2000 223 10.86 319588 3.54

2001 to 3000 88 4.29 223877 2.47

3001 to 4000 25 1.22 90025 0.99

4001 to 5000 22 1.07 105967 1.17

5001 to 10000 49 2.39 358978 3.97

10001 to 20000 22 1.07 283805 3.14

20000 and above 17 0.83 7214788 79.80

Grand Total 2053 100 9041796 100.00

l) Category of Shareholders as on 30th June, 2014:

Category No. of Shares held % of Shareholding

Promoters (Directors & Relatives) 4577050 50.62

Financial Institutions/ Banks - -

Mutual Fund - -

Domestic Companies 89173 0.99

Indian Public 1913400 21.16

NRIs & CM 2462173 27.23

Foreign Corporate - -

Grand Total 9041796 100.00

m) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likelyimpact on Equity: The Company has not issued any GDRs/ADRs.

n) Dematerialisation of Shares. : The Company’s Equity Shares are traded compulsorily indematerialised form with effect from July 24, 2000. Approximately 94% of the Equity Shareshave been dematerialised. ISIN number for dematerialisation of the Equity Shares of theCompany is INE051G01012.

ANNUAL REPORT 2013-2014..............

27

10. CEO/CFO Certification:

The requisite certification from the Managing Director and Chief Financial Officer required to begiven under clause 49 (V) was placed before the Board of Directors of the Company.

11. PLANT LOCATION:

The Company’s plant is located at Block No. 457, Village: Chhatral, Tal: Kalol (N.G.), Dist:Gandhinagar - 382 729.

12. ADDRESS FOR CORRESPONDENCE:

For both Physical and Electronic Form and any assistance regarding correspondencedematerialisation of shares, share transfers, transactions, change of address, non receipt of dividendor any other query relating to shares, Shareholders’ correspondence should be addressed to theCompany’s Registrar and Share Transfer Agent at:

M/s. Sharepro Services (India) Private Limited,

13 AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Tel. Exchange Lane, Off Andheri-KurlaRoad, Sakinaka, Mumbai -400 072Tel no : (22) 67720300/400 Fax : (22) 28591568 Email Address : [email protected]

Compliance Officer : Ms. Khushbu H. Shah, Company Secretary

13. DECLARATION

All the Board Members and Senior Management Personnel of the Company have affirmed thecompliance with the provisions of the code of conduct for the year ended on 31st March, 2014.



28


CERTIFICATE

ToThe Members of Denis Chem Lab Limited.

We have examined the compliance of conditions of Corporate Governance by M/s. Denis Chem LabLimited, for the year ended on 31st March, 2014 and also up to the date of this report as stipulated inClause 49 of the Listing Agreement of the said Company with BSE Limited and Ahmedabad StockExchange Limited.

We have conducted our review on the basis of relevant records and documents maintained by theCompany for the year ended 31st March, 2014 and also up to the date of this report and furnished to usfor the purpose of the review and the information and explanation given to us by the Company duringthe course of review.

The compliance of conditions of corporate governance is the responsibility of the management. Ourexamination has been limited to procedures and implementation thereof, adopted by the Company forensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expressionof 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, andbased on the representations made by the Directors and the Management, we certify that the Companyhas complied with the conditions of Corporate Governance as stipulated in Clause- 49 of the abovementioned listing agreements.

As per representation received from the Registrars of the Company, we state that as per recordsmaintained by the Stakeholders’ Relationship Committee, no investor grievance remaining unattended/pending for more than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Companynor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Kashyap R. Mehta & AssociatesCompany Secretaries

Kashyap R. MehtaPlace : Ahmedabad ProprietorDate : 29th July, 2014 C.O.P. No.: 2052

ANNUAL REPORT 2013-2014..............

29

MANAGEMENT DISCUSSION AND ANALYSISa. Industry Structure and Developments:

The Indian pharmaceutical industry currently tops the chart amongst India’s science based industrieswith wide ranging capabilities in the complex field of drug manufacture and technology. The Indianpharmaceutical industry is expected grow at 19% in 2013. Our Company is primarily into the businessof manufacturing and marketing of sterile injectables.

b. Opportunities and Threats:Our Competitive Strengths:-Diverse Product Portfolio -Wide sales, marketing and distribution network-Wide range of fill volumes -Experienced management team and well qualified senior executives -Adoption of superior technology for manufacturing sterile injectables -Our contract manufacturingand institutional sales business stabilizes our revenue stream -Targeting new domestic and exportmarkets -Wide range of Sterile Injectable Products.The prices of our pharmaceutical products are or may be restricted by the price controls imposedby government and healthcare providers in several countries including India. In India, prices ofcertain pharmaceutical products are determined by the Drug Prices Control Order (“DPCO”),promulgated by the Indian government and administered by the National Pharmaceutical PricingAuthority (“NPPA”). If the price of one or more products are administered or determined by theDPCO/NPPA, it may have a material adverse impact on our profitability in case we are not able tocontrol costs.

c. Segment wise Performance:The Company is operating in single segment. Hence, there is no need of reporting segment wiseperformance.

d. Recent Trend and Future Outlook:India is now among the top 5 pharmaceutical emerging markets. There will be new drug launches,new drug filings and Phase II clinic trials throughout the year. On back of increasing sales of genericmedicines, continued growth in chronic therapies and a greater penetration in rural markets, thedomestic pharmaceutical market is expected to grow at 13-14% in 2014.

e. Risks and Concerns:We operate in a competitive sector. Our institutional customer base includes government, semi-government, hospitals & nursing homes, aided agencies and the defence sector which forms a partof our Company’s income. Our Company procures orders from these institutions by tender process.We may face competition during this tender process.

f. Internal Control Systems and their Adequacy:The Company has adequate systems of Internal Controls commensurate with its size and operationsto ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets,reduction and detection of fraud and error, adequacy and completeness of the accounting recordsand timely preparation of reliable financial information.

g. Financial Performance with respect to Operational Performance:The financial performance of the Company for the year 2013 14 is described in the Directors’ Report.

h. Material Developments in Human Resources and Industrial Relations Front:Your Company has undertaken certain employees’ development initiatives, which have very positiveimpact on the morale and team spirit of the employees. The Company has continued to give specialattention to Human Resources/Industrial Relations development. Industrial relations remained cordialthroughout the year.

i. Cautionary Statement:Statement in this Management Discussion and Analysis Report, describing the Company’s objectives,estimates and expectations may constitute ‘Forward Looking Statements’ within the meaning ofapplicable laws or regulations. Actual results might differ materially from those either expressed orimplied.



30


CIN: L24230GJ1980PLC003843 Authorised Capital: Rs. 11,00,00,000/-

FORM[See Rule 3 of the Companies (Compliance Certificate) Rules, 2001]

COMPLIANCE CERTIFICATE

To,The Members,M/s. Denis Chem Lab Limited,Block No. 457, Village: Chhatral,Tal: Kalol (N.G.),Dist: Gandhinagar - 382 729.

We have examined the registers, records, books and papers of M/s. Denis Chem Lab Limited (‘theCompany’) as required to be maintained under the Companies Act, 1956, (‘the Act’) and the rulesmade there under and also the provisions contained in the Memorandum and Articles of Associationof the Company for the financial year ended on 31st March, 2014. In our opinion and to the best of ourinformation and according to the examinations carried out by us and explanations furnished to us bythe Company, its officers and agents, we certify that in respect of the aforesaid financial year:

1. The Company has generally maintained all registers as stated in Annexure ‘A’ to this Certificate,as per the provisions and the rules made thereunder and all entries therein have been recorded.

2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this Certificate,with the Registrar of Companies, Regional Director, Central Government, Company Law Board orother authorities within the time prescribed under the Act and the rules made there under.

3. The Company is Public Limited Company with its Equity Shares listed on Ahmedabad StockExchange Limited and BSE Limited.

4. The Board of Directors duly met 13 times on 16 th May, 2013; 21st June, 2013; 26th July, 2013; 1st

August, 2013; 9 th September, 2013; 8 th October, 2013; 21st October, 2013; 31st October, 2013; 27th

January, 2014; 13th March, 2014; 19th March, 2014; 22nd March, 2014 and 31st March, 2014 inrespect of which meetings proper notices were given and the proceedings were properly recordedand signed. The Company has not passed any circular resolution during the year.

5. The Company closed its Register of Members from Saturday, the 31st August, 2013 to Friday, the6th September, 2013 (both days inclusive) for the purpose of deciding the right of entitlement ofdividend on Equity Shares for the year 2012-13 and necessary compliance of Section 154 of theAct has been made.

6. The Annual General Meeting for the financial year ended on 31st March, 2013 was held on 6 th

September, 2013 after giving due notice to the members of the Company and the resolutionspassed thereat were duly recorded in the Minutes Book maintained for the purpose.

7. One Extra Ordinary General Meeting was held during the financial year after giving due notice tothe members of the Company and the resolutions passed thereat were duly recorded in the MinutesBook maintained for the purpose.

8. The Company has not advanced loan to its directors and/or persons or firms or companies referredin the Section 295 of the Companies Act, 1956 and/or Section 185 of the Companies Act, 2013 asmay be applicable.

9. The Company has generally complied with the provisions of Section 297 of the Act except sometransactions of purchase for cash at market price in which Director is interested.

10. The Company has generally made necessary entries in the register maintained under Section 301of the Act.

ANNUAL REPORT 2013-2014..............

31

11. As there were no instances falling within the purview of section 314 of the Act during the yearunder review, the Company has not obtained any approvals from the Board of Directors, membersor the Central Government as the case may be.

12. The Company has issued duplicate share certificates after approval of the Board of Directors ofthe Company in their meeting during the financial year under review.

13. The Company has:a. allotted 15,06,966 Equity Shares as Bonus Equity Shares to its Shareholders during the year

review, for which necessary Share Certificates have been issued and also credit of BonusEquity Shares have been made in the Demat Account of respective Allottees / Shareholdersduring stipulated time and has also delivered all the Certificates on lodgement thereof fortransfer/transmission of Share or any other purpose in accordance with the provisions of theAct during the financial year under review.

b. deposited amount of dividend declared in the Annual General Meeting of the Company heldon 6 th September, 2013 in a Separate Bank Account within stipulated time.

c. posted warrants for dividends to all the members within a period of 30 (Thirty) days from thedate of declaration and that all unclaimed/unpaid dividend has been transferred to UnpaidDividend Account of the Company.

d. transferred amount of unpaid/unclaimed dividend for the years up to financial year 2004-05 toInvestor Education and Protection Fund beyond time prescribed under section 205C of theAct.

e. duly complied with the requirements of Section 217 of the Act.14. The Board of Directors of the Company is duly constituted and there was one appointment of

director and other then that no additional director or director to fill casual vacancy during thefinancial year were appointed.

15. The Company has not made any appointment/reappointment of Executive Director/Whole timeDirector during the year under report.

16. The Company has not appointed any sole selling agent during the financial year.17. The Company has obtained approvals of the Central Government as was required to be obtained

under the Provisions of the Act. The Company was not further required to obtain any approvals ofthe Company Law Board, Regional Director, Registrar or such other authorities as may beprescribed under the various provisions of the Act.

18. The Directors have disclosed their interest in other firms/ companies to the Board of Directorspursuant to the provisions of the Act and the rules made thereunder.

19. The Company has issued 15,06,966 Equity Shares of Rs.10/- each as Bonus Equity Shares in theratio of 1:1 to the allotees / Shareholders during the financial year under review after complyingnecessary formalities in that regard and no debentures or other securities were issued during thefinancial year.

20. The Company has not bought back any shares during the financial year.21. The Company has not issued any preference shares/debentures and hence there is no question

of redemption of the same.22. There were no transactions necessitating the Company to keep in abeyance rights to dividend,

rights shares and bonus shares pending registration of transfer of shares.23. The Company has not accepted or invited any deposit including unsecured loans falling within the

purview of Section 58A of the Companies Act, 1956 during the year and hence no comments areoffered for the same.

24. The amounts borrowed by the Company from directors, financial institutions, banks and/or othersduring the financial year ending 31st March, 2014 are within the borrowing limits prescribed under

32


section 293(1)(d) of the Companies Act, 1956 and/or Section 180(1)(c) of the Companies Act,2013 as may be applicable.

25. During the year under report, the Company has not made any loans and investments, or givenguarantees or provided securities to other bodies corporate.

26. The Company has not altered the provisions of the Memorandum with respect to situation of theCompany’s Registered Office from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of Memorandum with respect to the objects of theCompany during the year under scrutiny.

28. The Company has not altered the provisions of Memorandum with respect to name of the Companyduring the year under scrutiny.

29. The Company has altered the provisions of Memorandum with respect to Share Capital of theCompany during the year under scrutiny and complied with the provisions of the Act.

30. The Company has altered its Articles of Association after obtaining approval of members in theExtra Ordinary General Meeting held on 8 th October, 2013 and the amendments to the Articles ofAssociation have been duly registered with the Registrar of Companies during the year underscrutiny.

31. There has not been any prosecution initiated against or show cause notices received by theCompany for alleged offences under the Act and also there were no fines and penalties or anyother punishment imposed on the Company in such cases.

32. The Company has not received any amount as security from its employees during the year undercertification and hence the question of deposit of the same as per provisions of Section 417(1) ofthe Act does not arise.

33. The company has deposited both employee’s and employer’s contribution to Provident Fund withprescribed authorities pursuant to section 418 of the Act.

for KASHYAP R. MEHTA & ASSOCIATESCompany Secretaries

KASHYAP R. MEHTAProprietor

Place : Ahmedabad COP No.: 2052Date : 29th July, 2014 FCS No.: 1821

Annexure ALIST OF REGISTERS AS MAINTAINED BY THE COMPANY:1. Register of charges under section 1432. Register of members under Section 1503. Index of Members under section 1514. Minutes book of General Meeting under section 1935. Minutes book of Board meeting under section 1936. Minutes books of Committee meetings under section 1937. Books of Accounts under section 2098. Register of contracts under section 3019. Register of general notice of directors under section 301(3)10. Register of Directors etc. under section 30311. Register of Directors’ shareholding under section 30712. Register of Inter corporate Loans etc. under section 372A13. Register of renewed and duplicate certificates under Rules 7 of the Companies (Issue of Share

Certificates) Rules, 1960

ANNUAL REPORT 2013-2014..............

33

Annexure – BForms and Returns as filed by the Company with the Registrar of Companies, Regional Director,Central Government or other authorities during/relating to the financial year ending on 31st March,2014.

Sr. Form Under Purpose Date of Whether filedNo. No. section filing within time?

1. 5 97 Notice of increase in Authorised 08-10-2013 YesShare Capital to Rs.11 crores

2. 23C 233B(2) Application to Central Government 11-06-2013 Yesfor appointment of cost auditor

3. 62 Rule 4A of Statement in Lieu of Advertisement 22-06-2013 YesCompanies for the Financial Year 2013-14

(Acceptanceof Deposit)Rules, 1957

4. 8 135 Registration of Modification 12-07-2013 Noof Charge (Additional

Fees Paid)

5. 8 135 Registration of Modification 12-07-2013 Noof Charge (Additional

Fees Paid)

6. 8 135 Registration of Modification 16-07-2013 Yesof Charge

7. 17 138 Satisfaction of Charge 19-07-2013 Yes


9. 23 192 Resolution under Section 06-09-2013 Yes293(1)(a) & 293(1)(d)

10. 66 383A Company Law Compliance 06-09-2013 YesCertificate for the year endedon 31st March, 2013.

11. 23AC 220 Balance Sheet as on 31st March, 16-09-2013 Yes+ 2013 with all annexure and

23ACA attachments



34


Sr. Form Under Purpose Date of Whether filedNo. No. section filing within time?


15. 23 192 Resolution for Change in 08-10-2013 YesArticles of Association, Increasein Authorised Share Capital &Issue of Bonus Equity Shares

16. 20B 159 Annual Return as on 10-10-2013 Yes6th September, 2013

17. 2 75(1) Return of Allotment of 15,06,966 21-10-2013 YesEquity shares of Rs. 10/- eachas Bonus Equity Shares

18. 5 INV Rule 3 Statement of unclaimed and 09-11-2013 Yesof the unpaid amounts

InvestorEducation

andProtection

Fund(Companies)Rules, 2012

19. 32 303 Appointment of Company 05-12-2013 YesSecretary



22. I-XBRL 233B(4) Cost Audit Report 2012-13 23-12-2013 Yes

23. 32 303 Appointment and Cessation 13-02-2014 Yesof Directors

24. 32 303 Cessation of Director 25-03-2014 Yes

25. 8 125 Registration of Creation of Charge 31-03-2014 Yes

for KASHYAP R. MEHTA & ASSOCIATESCompany Secretaries

KASHYAP R. MEHTAProprietor

Place : Ahmedabad COP No.: 2052Date : 29th July, 2014 FCS No.: 1821

ANNUAL REPORT 2013-2014..............

35

INDEPENDENT AUDITORS’ REPORTToThe Members ofDENIS CHEM LAB LIMITED

Report on the Financial Statements :

We have audited the accompanying Financial Statements of DENIS CHEM LAB LIMITED (“theCompany”), which comprise the Balance Sheet as at 31st March, 2014, Statement of Profit & Loss andCash Flow Statement for the year then ended and summary of Significant Accounting Policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance withthe accounting standards referred to in sub-section (3C) of section 211 of the Companies Act,1956(“The Act”). This responsibility includes the design, implementation and maintenance of internal controlrelevant to the preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatements, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with standard on auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risk of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the Company’spreparation and fair presentation of the Financial Statements in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and reasonableness of the accounting estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, theFinancial Statements read with Accounting Policies and Notes thereon give, the information required bythe Companies Act, 1956 (the Act) in the manner so required and give, a true and fair view in conformitywith the accounting principles generally accepted in India;

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

ii) in the case of the Statement of Profit & Loss, of the Profit for the year ended on 31st March, 2014;and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on 31st March, 2014.

36


Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“The Order”) issued by the CentralGovernment of India in terms of section 227(4A) of the Companies Act, 1956, we give in the annexure,a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Act, we report that :

(i) We have obtained all the information and explanations, which to the best of our knowledge andbelief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the company sofar as appears from our examination of these books

(iii) The Balance sheet, the statement of Profit & Loss and the Cash Flow Statement dealt with bythis report are in agreement with the books of account.

(iv) In our opinion, these financial statements have been prepared in compliance with the applicableaccounting standards referred to in sub-section (3C) of section 211 of the Companies Act,1956.

(v) On the basis of written representation received from the directors as on 31st March, 2014, andtaken on record by the Board of Directors, none of the directors is disqualified as on 31st March,2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274of the Companies 1956.

For SHAH & SHAH ASSOCIATESChartered Accountants

Firm Registration No. 113742W

NIMISH B. SHAHPlace : Ahmedabad. PartnerDate : 29th May, 2014 Membership Number: 30102

ANNUAL REPORT 2013-2014..............

37

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 1 under the heading ‘Report on other, Legal and Regulatory Requirements’ ofour Report of even date to the members of DENIS CHEM LAB LIMITED)

1. In respect of its fixed assets:

a) The company is in the process of compiling and preparing records showing full particulars,including quantitative details and situation of fixed assets.

b) As per the explanation provided to us, the fixed assets have been physically verified by themanagement at the end of the year. However in the absence of records of fixed assets; materialdiscrepancies, if any could not be found on such verification the said fixed assets.

c) In our opinion, and according to the information and explanations given to us, the company didnot dispose off its substantial part of fixed assets during the year.

2. In respect of its inventories

a) As per explanation provided to us, inventories have been physically verified by the managementat regular intervals during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures ofphysical verification of inventories followed by the management are reasonable and adequatein relation to the size of the Company and the nature of its business.

c) The company has maintained proper records of inventories. The discrepancies noticed onverification between the physical stocks and the book records were not material.

3. a) According to the information and explanations given to us, the company has not granted anyloans to parties covered under section 301 of the Companies Act, 1956.

b) The company has taken interest free unsecured loans from two directors. The maximum amountinvolved during the year is Rs. 4,89,84,462/- and the year-end balance of loans taken fromsuch parties is Rs. 4,73,33,462/-.

c) The other terms and conditions of the loans taken by the company are prima facie not prejudicialto the interest of the company.

d) No stipulations have been made for repayment of these loans.

4. In our opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the company and the nature of its businesswith regard to purchase of inventory and fixed assets and with regard to the sale of goods. Duringthe course of our audit, we have not observed any continuing failure to correct major weakness ininternal controls.

5. a) According to the information and explanations given to us, we are of the opinion that thetransactions that need to be entered into the register maintained under section 301 of theCompanies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements entered in the register maintained under section301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of anyparty during the year have been made at prices which are reasonable having regard to prevailingmarket prices at the relevant time as evaluated on the basis of quotations obtained from parties/prices charged by the company in case of similar transactions during the year.

38


6. The company has not accepted any deposits from public; hence the compliance of the provisions ofSec. 58A and 58AAA does not arise.

7. The company has an internal audit system. However there is scope for increasing the coverage soas to make it commensurate with the size and nature of business of the company.

8. We have broadly reviewed the cost records maintained by the company and are of the opinion thatprima facie, the prescribed accounts and cost records have been maintained. We have, however,not made a detailed examination of the records with a view to determining whether they are accurateor complete

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The company is not regular in depositing with appropriate authorities undisputed statutory duesincluding provident fund, employees’ state insurance, income tax, sales tax, service tax, exciseduty, custom duty cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable inrespect of provident fund, employees’ state insurance, income tax, sales tax, service tax, exciseduty, custom duty cess and other statutory dues were outstanding as at March 31, 2014 for aperiod of more than six months from the date of becoming payable.

c) According to the records of the company the dues outstanding of sales tax, income tax, servicetax, custom duty, excise duty and cess on account any dispute, are as follows:

Disputed liability Dispute pending before Financial Amountin respect of Year involved (Rs.)

CST Commissioner of Commercial Tax, (Appeals) 2005-06 74,41,721/-

GST Commissioner of Commercial Tax, (Appeals) 2005-06 5,93,005/-

CST Commissioner of Commercial Tax, (Appeals) 2004-05 12,91,963/-

VAT Commissioner of Commercial Tax, (Appeals) 2004-05 7,91,085/-

VAT Commissioner of Commercial Tax, (Appeals) 2006-07 34,127/-

Income Tax Commissioner of Income Tax, (Appeals) 2010-11 3,55,690/-

10. The company has no accumulated losses at the end of the financial year and it has not incurredcash losses in the current and immediately preceding financial year.

11. The company has not borrowed from financial institution or bank or by way of issue of debentures.The question of default in repayment of such borrowed funds does not arise.

12. The company has not granted any loans and advances on the basis of security by way of pledge ofshares, debentures and other securities.

13. The provisions of special statute applicable to chit fund, Nidhi/Mutual Benefit Fund/Societies arenot applicable to the company.

14. The company is not dealing or trading in shares, securities, debentures and other investments andaccordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003, arenot applicable to the company.

ANNUAL REPORT 2013-2014..............

39

15. According to information and explanations given to us, the company has not given guarantee forloans taken by others from bank or financial institutions.

16. On the basis of review of utilization of funds pertaining to term loans on overall basis and relatedinformation as made available to us, the term loans taken by the company were applied during theyear for the purpose for which they were obtained.

17. Funds raised on short term basis have not been applied for long-term investment.

18. The company has not made any preferential allotment of shares to parties or companies covered inthe Register maintained u/s. 301 of the Companies Act, 1956.

19. The company has not issued any debentures.

20. The company has not raised money by any public issues.

21. To the best of our knowledge and belief and according to the information and explanations given tous, no fraud on or by the company was noticed or reported during the year.


Firm Registration No. 113742W

NIMISH B. SHAHPlace : Ahmedabad. PartnerDate : 29th May, 2014 Membership Number: 30102

40


BALANCE SHEET AS AT 31 st MARCH, 2014PARTICULARS As at As at

Note 31/03/14 31/03/13No. Amount Rs. Amount Rs. Amount Rs. Amount Rs.

EQUITY AND LIABILITIES:Shareholders’ Funds:Share Capital 1 30,139,320 15,069,660Reserves and Surplus 2 64,421,859 67,011,359

94,561,179 82,081,019Non-current Liabilities:Long-term borrowings 3 169,779,217 45,069,400Deferred tax liabilities (Net) 4 4,799,080 5,871,945Long-term provisions 5 4,208,269 -

178,786,566 50,941,345Current LiabilitiesShort-term borrowings 6 125,539,244 98,348,528Trade payables 7 51,656,443 50,727,893Other current liabilities 8 60,685,770 53,779,570Short-term provisions 9 10,269,631 11,074,826

248,151,088 213,930,817TOTAL 521,498,833 346,953,181

ASSETS :Non-Current AssetsFixed Assets 10Tangible assets 91,292,827 95,033,393Capital Work-in-Progress 87,336,404 350,133Non - Current Investments 11 3,011,096 3,011,096Long-term loans and advances 12 6,805,062 8,616,473

188,445,389 107,011,095Current AssetsInventories 13 35,888,142 33,216,188Trade Receivables 14 165,733,870 166,579,863Cash and Bank balances 15 27,220,622 23,791,827Short-term loans and advances 16 103,645,082 15,579,904Other current assets 17 565,728 774,304

333,053,444 239,942,086TOTAL 521,498,833 346,953,181

Summary of Significant 26Accounting PoliciesThe accompanying notes forming 27integral part of the financial statements.

As per our attached report of even date


Nimish B. ShahPartnerMembership No.: 30102

Place : Ahmedabad.Date : 29th May, 2014

For and on behalf of the Boardof Directors

Ms. Anar H. Patel


Mr. Janak G. Nanavaty


Place : Ahmedabad.Date : 29 th May, 2014

Mr. Dinesh B. PatelChairman

Dr. Himanshu C. PatelManaging Director

Ms. Khushbu H. ShahCompany Secretary

ANNUAL REPORT 2013-2014..............

41

STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH,2014

Particulars For the year For the yearended 31st ended 31st

Note March, 2014 March, 2013No. Amount Rs. Amount Rs.

INCOMERevenue from Operations 18 673,137,179 560,295,593Other income 19 2,763,938 1,388,576

TOTAL INCOME 675,901,117 561,684,169

EXPENSESCost of Materials Consumed 20 357,081,069 309,234,781Changes in inventories of finished goods & 21 (3,308,950) (2,759,669)work-in- progressEmployee Benefit Expenses 22 53,481,305 37,357,844Depreciation and amortization expenses 10 13,162,950 12,947,951Finance Cost 23 29,903,917 21,252,233Other ExpensesI) Manufacturing & Other Expenses 24 85,490,180 65,126,769II) Selling & Distribution Expenses 25 118,783,351 93,131,504

TOTAL EXPENSES 654,593,822 536,291,413

Profit Before Tax 21,307,295 25,392,756Tax Expenses

Current Tax 9,900,000 9,500,000Deferred Tax (1,072,865) (30,440)Short/(Excess) provision of - (914,609)tax relating to earlier years

Profit for the year 12,480,160 16,837,805

Earning per Share (EPS)Basic & Diluted 4.14 11.17Summary of Significant Accounting Policies 26The accompanying notes forming integral 27part of the financial statements.






Ms. Anar H. Patel








42


CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH, 2014PARTICULARS For the year ended on For the year ended on

31/03/2014 31/03/2013Amount Rs. Amount Rs. Amount Rs. Amount Rs.

A. Cash Flow From Operating activities:Net Profit before Tax 21,307,295 25,392,756Adjustments For:Depreciation 13,162,950 12,947,951Loss/(Profit) on Sale of Assets Sold/Discarded (Net) - -Interest Income (1,727,439) (854,366)Finance Cost 29,903,917 41,339,428 21,252,233 33,345,818

Operating Profit before Working Capital Changes 62,646,723 58,738,574Movement in Working CapitalTrade Receivables 845,993 (54,845,529)Inventories (2,671,954) (8,651,378)Loans & Advances and Other Assets (86,045,191) (8,009,544)Liabilities & Provisions* 7,834,750 9,972,014Short Term loans & Advances - -

(80,036,402) (61,534,437)Cash Generated From Operations (17,389,679) (2,795,863)Less: Direct Taxes Paid 7,179,044 6,701,495(Net of refunds received,if any)

Net Cash Generated from Operating Activities (24,568,723) (9,497,358)B. Cash Flow From Investing Activities

Purchase of Fixed Assets (96,408,656) (14,143,184)Proceeds from Sale of Fixed Assets - -Interest Received 1,727,439 854,366Investments - (873,596)

Net Cash used in Investing Activities (94,681,217) (14,162,414)C. Cash Flow From Financing Activities

Increase/(Decrease) in Long term Borrowing 124,709,817 21,952,422Increase/(Decrease) in Short term Borrowing 27,190,716 35,702,987Increase/(Decrease) in Other Long term Provisions 4,208,269 2,925,000Finance Cost (29,903,917) (21,252,233)Dividend paid (3,013,932) (2,291,146)Share issued - -Dividend Tax Paid (512,218) (371,738)Prelimary expenses w/f against Securities Premium - -

Net Cash used in Financing Activities 122,678,735 36,665,292Net Increase/(Decrease) in Cash & Cash Equivalents 3,428,795 13,005,520Cash & Cash Equivalents as at beginning of the Year 23,791,827 10,786,307Cash & Cash Equivalents as at closing of the Year 27,220,622 23,791,827

NOTES : The figures of previous year have been regrouped whereever necessary.






Ms. Anar H. Patel








ANNUAL REPORT 2013-2014..............

43

NOTES FORMING PART OF FINANCIAL STATEMENTSFOR THE YEAR ENDED ON 31ST MARCH,2014

Particulars As at 31/03/2014 As at 31/03/2013Number Amount(Rs) Number Amount(Rs)

NOTE - 1 : SHARE CAPITAL

Authorised:

11,000,000 Equity Shares of Rs.10/- each 110,000,000 70,000,000(Previous year 7,000,000 Shares)

Issued, Subscribed & Fully paid up:

3,013,932 Equity Shares of Rs.10/- each 30,139,320 15,069,660(Previous year 1,506,966 Shares)

Total 30,139,320 15,069,660

Disclosure Pursuant to Note no. 6(A)(f) and 6 (A)(g) of Part I of Schedule VI to the CompaniesAct, 1956

The Details of Share Holders holding more than 5 % of Shares

Name of Shareholder As at 31/03/2014 As at 31/03/2013

No. of % of No. of % ofShares Holding Shares Holding

held held

Himanshu C. Patel 577,680 19.17 288,840 19.17

Anar D Patel 485,410 16.11 233,765 15.51

Anar H Patel 330,632 10.97 165,316 10.97

V-S Holding B.V. 811,680 26.93 405,840 26.93

(i) The Reconciliation of the number of shares outstanding is set out below

Particular No of Shares No of Shares

Shares outstanding at the beginning of the year 1,506,966 1,431,966Issued during the year - 75,000Bonus Issue During the Year 1,506,966 -Shares outstanding at the end of the year 3,013,932 1,506,966

ii) The Company has one class of equity shares having par value of Rs.10 each. Each shareholder iseligible for one vote per share held. The final dividend proposed by the Board of Directors is subjectto the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation,the equity shareholders are eligible to receive the remaining assets of the Company after distributionof all preferential amount, in proportion to shareholding

44


Particulars As at 31/03/2014 As at 31/03/2013Amount(Rs) Amount(Rs)

NOTE - 2 : RESERVES AND SURPLUS

Genral Reserve

Balance as per last Balance Sheet 4,190,925 2,890,925

Add: Transferred from Profit & Loss Account - 4,190,925 1,300,000 4,190,925

Capital Reserve

i. Capital profit on forfeiture of equity shares

Balance as per last balance sheet 14,500 14,500

ii. Cash Subsidy

Balance as per last balance sheet 1,183,950 1,183,950

iii. Security Premium

Balance as per last balance sheet 25,848,420 23,673,420

Less:Bonus Shares Issued (15,069,660) -

Add:Addition during the year - 10,778,760 2,175,000 25,848,420

Profit & Loss Account

Balance as per last Balance Sheet 35,773,564 23,761,909

Add : Transferred fromStatement of Profit & Loss 12,480,160 48,253,724 16,837,805 40,599,714

Less : Appropriations

Transferred to General Reserve - 1,300,000 -

Proposed Dividend on Equity Shares - 3,013,932

Tax on Dividend - - 512,218 4,826,150

48,253,724 35,773,564

Total 64,421,859 67,011,359

ANNUAL REPORT 2013-2014..............

45


NOTE - 3 : LONG TERM BORROWINGS

SecuredTerm LoansFrom BanksCorporate Term LoanAxis Bank Limited (Refer Note - I) - 12,520,000Axis Bank Limited (Refer Note - II) 63,266,077 -Bank of India (Refer Note -III) 35,976,115 -SIDBI Term Loan (Refer Note - IV) - 2,711,134Other LoansLife Insurance Corporation 2,478,500 2,478,500(Refer Note - V)Machinery Loan (Refer Note - VI ) 8,650,219 110,370,911 10,503,159 28,212,793

Less : Current Maturitywithin next 12 months (4,334,888) (20,062,750)

Total (A) 106,036,023 8,150,043

Unsecured Loans :Deposit from Directors 47,333,462 15,000,000Deposit from Stockist 13,698,496 21,878,990Banks and Others 8,685,538 69,717,496 2,393,499 39,272,489

Less : Current Maturitywithing next 12 months (5,974,302) (2,353,132)

Total (B) 63,743,194 36,919,357

Total(A+B) 169,779,217 45,069,400

Notes:I. Loan from Axis Bank Limited by way of Working Capital Term Loan is secured by extension of First

Charge on the entire current assets of the company, both present and future for the exposure ofAxis Bank Ltd.

II. Corporate loan from Axis Bank Limited is secured against first pari passu charge on the land atBlock No. 460 and land at block No.457 of Village- Chhatral, Taluka : Kalol, Dist Gandhinagar,Plant and Machinery of the company with other consortium banks, fixed assets to be acquired outof bank finance with other consortium lenders. Further it is also secured against second charge onrespective units of immovable properties & by personal guarantee of the Managaing Director of thecompany

III. Corporate loan from Bank of India is secured against first pari passu charge on the land at BlockNo. 460 and land at block No.457 of Village- Chhatral, Taluka : Kalol, Dist Gandhinagar, Plant andMachinery of the company with other consortium banks, fixed assets to be acquired out of bankfinance with other consortium lenders. Further it is also secured against second charge on respectiveunits of immovable properties & by personal guarantee of the Managaing Director of the company

IV. Term loan from Small Industries Development Bank of India (SIDBI) is secured against first chargeon land at Block No. 457 and Second charge on land at Block No. 460of Village -Chhatral, Taluka:Kalol, Dist Gandhinagar. Further it is also secured by personal guarentee of the Managing Directorof the company.

46


V. Loan from Life Insurance Corporation of India is Secured against assignment of Keyman InsurancePolicy .

VI. Machinery loan from Intec Capital Limted amounting to Rs.86.50 Lakhs (Previous year Rs.98.54Lakhs) and Reliance Capital Limited amounting to NIL (Previous year 6.49 Lakhs) are securedagainst hypothecation of concerned machinery.


NOTE - 4 : DEFERRED TAX LIABILITIES (NET)

Tax effect of items constitutingdeferred tax liability:On difference between book balance and 6,294,233 5,902,845tax balance of fixed assets due to depreciationTax effect of items constitutingdeferred tax asset:Disallowance under Income Tax 1,495,153 30,900

Total 4,799,080 5,871,945

NOTE - 5 : LONG TERM PROVISION

For Employee BenefitsGroup Grautity 2,136,725 -Leave Encashment 2,071,544 -

Total 4,208,269 -

NOTE - 6 : SHORT TERM BORROWINGS

Secured:Working Capital Loan From Banks 84,822,522 57,215,432(Refer Note-I)Unsecured:Bill Discounting Facilities (IFCI Ltd) 40,716,722 41,133,096

125,539,244 98,348,528

Total 125,539,244 98,348,528

I. Working Capital Loans from the Axis Bank is Secured against equitable mortagage of land situatedat Block No . 460 ofVillage - Chhatral, Taluka : Kalol, Dist Gandhinagar. And exculsive charge byway of Stocks of Raw Materials, Work - in- Process , Finish Goods, Consumable Stores and Sparesand such other movables including Book Debts. Further it is also secured against personal guaranteeof Managing Director of the company.

NOTE - 7 : TRADE PAYABLES

Trade PayablesSundry Creditors ( Refer Note-26(h) ) 51,656,443 50,727,893

Total 51,656,443 50,727,893

ANNUAL REPORT 2013-2014..............

47


NOTE - 8 : OTHER CURRENT LIABILITIES

Employee Benefits Payable - 863,293Advances from Customers 6,285,070 2,110,246Current Maturity of Long Term Borrowings 10,309,190 22,415,882(Refer Note under long termborrowings for details of security)Unpaid Dividend* 639,394 462,444Other liabilities** 43,452,116 27,927,705

Total 60,685,770 53,779,570

* There are no amounts due and outstanding to be credited to investor Education and ProtectionFund.

** Other liabilities include statutory remittances, payable for capital goods/services,remuneration toemployees.

NOTE - 9 : SHORT TERM PROVISIONS

Tax Provisions (Net of Advance Tax) 10,269,631 7,548,676Provision for Dividend - 3,013,932Provision for Coprorated Dividend Tax - 512,218

Total 10,269,631 11,074,826

NOTE - 10 : FIXED ASSETS AS ON 31/03/2014

Particulars GROSS BLOCK (AT COST) DEPRECIATION BLOCK NET BLOCK

As at Additions Deduction As at Up to For the Deduction Up to As at As at01/04/13 during during 31/03/14 01/04/13 Year during 31/03/14 31/03/14 31/03/13the Year the Year

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

1 Free Hold Land 1,039,292 - - 1,039,292 - - - - 1,039,292 1,039,2922 Building 49,873,953 1,446,611 - 51,320,564 25,587,496 2,503,156 - 28,090,652 23,229,912 24,286,4573 Plant & Machinery 142,676,373 7,564,628 - 150,241,001 79,513,662 9,616,417 - 89,130,079 61,110,922 63,162,7114 Laboratory Equipment 6,415,702 - - 6,415,702 3,057,237 467,162 - 3,524,399 2,891,303 3,358,4655 Electrical Installation 6,187,995 - - 6,187,995 3,779,530 335,017 - 4,114,547 2,073,448 2,408,4656 Furniture Fixtures 2,555,261 125,813 - 2,681,074 2,167,312 86,612 - 2,253,924 427,150 387,9497 Computer 856,430 63,900 - 920,330 632,901 101,526 - 734,427 185,903 223,5298 Vehicles 1,922,839 - - 1,922,839 1,756,313 43,114 - 1,799,427 123,412 166,5269 Other Equipments - 221,431 - 221,431 - 9,946 - 9,946 211,485 -

Total 211,527,845 9,422,383 - 220,950,228 116,494,451 13,162,950 - 129,657,401 91,292,827 95,033,394

Previous year 197,734,793 13,793,051 211,527,844 103,546,500 12,947,951 116,494,451 95,033,393

48



NOTE - 11 : NON CURRENT INVESTMENTS

Non TradeOTHER INVESTMENTSIn Debentures / Mutual FundQuoted1, 13.5% Debenture of Peninsula Land Limited 1,011,096 1,011,0962015 of Rs.10,00,000 each1000, 7.40% Debentures of India Infrastructure 1,000,000 1,000,000Finance Company Limited of Rs.1000 eachUnquoted400,12.50% Debentures of Tata Capital Ltd 600,000 600,000of Rs.1500 eachIn Mutual Funds355.574,Units of India Bulls Liquid Fund of 400,000 400,000Rs.1000 each

Total 3,011,096 3,011,096

Aggregate amount of Quoted Investments 2,011,096 2,011,096Aggregate amount of Unquoted Investments 1,000,000 1,000,000

NOTE - 12 : LONG TERM LOANS AND ADVANCES

Unsecured, Considered Good:Security and Deposits 6,805,062 8,616,473

Total 6,805,062 8,616,473

NOTE - 13 : INVENTORIES

Raw Materials & Packing Materials 21,290,540 22,454,463Work-in-Progress 1,212,050 588,863Finished Goods 12,217,788 9,532,025Stores & Spares 1,167,764 640,837

Total 35,888,142 33,216,188

NOTE- 14 : TRADE RECEIVABLES

Unsecured:Debts outstanding for a periodexceeding six months:

Consider Good 3,122,539 17,202,184Consider Doubtful (See Note. 26(f)) - 363,755

3,122,539 17,565,939Less Provision for Doubtful Debts - 3,122,539 - 17,565,939

Others, considered Good 162,611,331 149,013,924

Total 165,733,870 166,579,863

ANNUAL REPORT 2013-2014..............

49


NOTE - 15 : CASH AND BANK BALANCES

Cash and Cash EquivalentsBalances With BanksCurrent Accounts 14,337,483 2,601,989Fixed Deposit With Original maturity - 15,000,000period of three monthsCash on Hand 309,042 488,237Other Bank BalancesFixed Deposit With Original maturity period of 50,000 50,000More than twelve months but maturing withinnext twelve monthsUnpaid Dividend Accounts * 639,394 462,444Margin Money /Bank Guarantee 11,884,703 5,189,157(Including some underlien with bankers)

Total 27,220,622 23,791,827

* These balances are not available for use by the Company as they represent corresponing unpaiddividend liabilities .

NOTE - 16 : SHORT TERM LOANS AND ADVANCES

(Unsecured, Considered good):Advances paid to suppliers* 93,067,085 5,633,458Balance With Government Authorities 3,053,221 2,268,323Advances recoverable in cash orkind or value to be received* 7,078,139 6,555,807Advances to Staff 446,637 1,122,316

Total 103,645,082 15,579,904

*Includes to related parties

NOTE - 17 : OTHER CURRENT ASSETS

Interest accrued on Deposits 565,728 774,304

Total 565,728 774,304

NOTES FORMING PART OF STATEMENT OF PROFIT & LOSSFOR THE YEAR ENDED ON 31ST MARCH - 2014

Particulars For the year ended For the year ended31/03/2014 31/03/2013

Amount(Rs) Amount(Rs)

NOTE - 18 : REVENUE FROM OPERATIONS

Transfusion Solution in Bottles 667,684,210 535,320,521Conversion Charges 34,901,971 31,433,862

702,586,181 566,754,383Less:Excise duty 29,449,002 673,137,179 6,458,790 560,295,593

Total 673,137,179 560,295,593

50




NOTE - 19 : OTHER INCOME

Dividend Income - 269,062Interest 1,727,439 854,366Miscellaneous Income 3,083 29,891Rent Income 227,000 -Sundry Balance Written Off 806,416 2,763,938 235,257 1,388,576

Total 2,763,938 1,388,576

NOTE - 20 : COST OF MATERIALS CONSUMED

Raw Materials and Packing components consumed 351,182,417 302,615,460Stores, Spares & Tools consumed 5,898,652 357,081,069 6,619,321 309,234,781

Total 357,081,069 309,234,781

NOTE - 21 : CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK IN PROGRESS

Opening Stocks:Finished Goods 9,532,025 6,404,189Work-in-Progress 588,863 10,120,888 957,030 7,361,219

Less : Closing Stocks :Finished Goods 12,217,788 9,532,025Work-in-Progress 1,212,050 13,429,838 588,863 10,120,888

Variation (3,308,950) (2,759,669)

Total (3,308,950) (2,759,669)

NOTE - 22 : EMPLOYEE BENEFIT EXPENSES

Salaries, Wages & Bonus 46,392,189 34,873,398Contribution to provident & other funds 6,707,241 2,070,193Staff Welfare Expenses 381,875 53,481,305 414,253 37,357,844

Total 53,481,305 37,357,844

NOTE - 23 : FINANCE COST

Interest on Working Capital Loans from banks 17,778,631 10,490,252Interest on Term Loan 4,067,139 3,943,848Bank charges & LIC charges 3,842,988 3,649,671Interest Others 4,215,159 29,903,917 3,168,462 21,252,233

Total 29,903,917 21,252,233

ANNUAL REPORT 2013-2014..............

51



NOTE - 24 : MANUFACTURING AND OTHER EXPENSES

Laboratory Chemicals 3,451,267 2,684,443

Electricity Charges 19,616,330 16,765,394

Fuel Consumption 16,559,480 11,440,420

Freight Inward 5,101,402 4,186,413

Office Rent 480,000 360,000

Rates & Taxes 15,500 66,607

Repairs & Maintenance :

Machinery 3,004,560 1,644,882

Building 760,085 210,831

Computer 227,807 272,630

Others 781,668 4,774,120 87,582 2,215,925

Insurance 478,642 409,922

Loading & Unloading Charges 13,076,794 14,475,093

Traveling & Conveyance 4,689,215 3,258,895

Vehicle expenses 203,742 142,925

Printing, Stationery and Postage Expenses 1,398,695 1,073,190

Excise Duty and Service Taxes 2,500,123 2,059,032

Donation - 100,000

Bad Debts written off 363,755 -

General Charges 11,828,180 5,888,510

Prelimary Expenses W/ff 670,000 -

Foreign Exchange Gain /Loss 282,935 -

Total 85,490,180 65,126,769

NOTE - 25 : SELLING AND DISTRIBUTION EXPENSES

Packing & Freight 69,954,808 53,274,073

Commission On sales 27,873,532 9,721,651

Advertisement and Sales promotion 4,390,963 7,295,088

Breakages & Damages 2,473,227 4,244,364

Travelling Expenses 5,702,781 6,520,562

Discount and Rate Difference 7,976,458 11,966,343

Depot Maintenance Expenses 411,582 109,423

Total 118,783,351 93,131,504

52


NOTE-26 : SIGNIFICANT ACCOUTING POLICIES

Corporate Information:

Denis Chem Lab Limited is public limited company domiciled in India and incorporated in 1982 underthe provisions of Companies act,1956. Its shares are listed on BSE in India. The company is engaged inthe business of manufacturing of Pharmaceuticals.

a) Basis of Accountings:

The financial statements are prepared in accordance with the generally accepted AccountingPrinciples in India to comply with accounting standards notified under Companies (AccountingStandards) Rules 2006. The financial statements have been prepared under the historical costconvention on accrual basis of accounting.

b) Use of estimates:

The preparation of financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts of assetsand liabilities and disclosure of contingent liabilities at the date of the financial statements and theresults of operations during the reporting period. Although these estimates are based uponmanagement’s best knowledge of current events and actions, actual results could differ from theseestimates.

c) Fixed Assets and Depreciations:

i. Tangible Fixed Assets are stated at cost less accumulated depreciation and impairmentprovisions. The cost comprises purchase price(Net of Cenvat/Vat credit wherever applicable)and any attributable cost for bringing the asset to its working condition for its intended use,inclusive of financing cost till commercial production.

ii. Depreciation on Fixed Assets has been provided at the rates prescribed in the Schedules XIVto the Companies Act, 1956, as amended on pro rata basis with reference to the actual date ofpurchase/installation on Written down Value Method

d) Impairment of Assets:

The company evaluates impairment losses on the fixed assets whenever events or changes incircumstances indicate that their carrying amounts may not be recoverable. If such assets areconsidered to be impaired, the impairment loss is then recognized for the amount by which thecarrying amount of the assets exceeds its recoverable amount, which is the higher of an asset’s netselling price and value in use. For the purpose of assessing impairment, assets are grouped at thesmallest levels for which there are separately identifiable cash flows.

e) Investments:

Long term investments are carried at cost less provision, if any for other than temporary diminutionin the value of such investments. Current investments are stated at lower of cost and fair value.

f) Inventories :

Inventories consist of Raw Materials and Packing Materials, Work –In-Process, Finished goods andStores. Inventories are valued at lower of cost and net realizable value. The cost is determined onFirst In First Out basis. The cost of work in process and finished goods includes material andpacking cost, proportion of labour and manufacturing overheads.

ANNUAL REPORT 2013-2014..............

53

g) Excise Duty:

The excise duty in respect of closing inventory of finished goods is included as part of inventory, ifany as per applicable laws.

h) Revenue Recognition:

Sales are recognized upon delivery of products and are recorded inclusive of excise duty but net ofrate difference and sales tax.

Dividend on investments is recognised only when the right of receipt is established.

Interest income is recognized on time proportion basis.

i) Transaction in Foreign Currency:

Foreign exchange transactions are accounted at the exchange rate prevailing at the date of thetransaction. Gains and Losses resulting from settlement of such transaction and from the transactionof monetary assets and liabilities denominated in foreign currency are recognized in the statementof Profit and Loss.

j) Stores and Spares:

Stores and spares consumed include spares utilised for repairs and maintenance of machinery.

k) Cenvat Credit:

Consumption of materials is arrived at after considering credit availed under CENVAT schemeunder central excise rules. Cenvat availed on Capital Goods is reduced from the cost of the Fixedassets.

l) Retirement Benefits:

The company has covered its gratuity liability with Life Insurance Corporation of India under EmployeeGroup Gratuity Scheme.

Leave Encashment payable to the employees are recorded on accrual basis.

Contribution to Provident Fund and Employee State Insurance Scheme is charged to revenue.

m) Research & Development Expenses:

Expenditure on Research & Development on revenue account is charged to Statement of Profit &Loss. Assets acquired for Research & Development activities are capitalised and depreciated inthe same manner as other fixed assets.

n) Provisions for Taxation:

The current charge for income taxes is calculated in accordance with the relevant tax regulationsapplicable to the company.

Deferred Tax Assets and Liabilities are recognised on Future Tax consequences attributable to thetiming differences that result between the profits offered for Income Tax and Profit as per FinancialStatement. Deferred Tax assets and Liabilities are measured as per the tax rates/laws that havebeen enacted by the balance sheet date.

54


NOTE-27: NOTES ON FINANCIAL STATEMENTS

a) Contingent Liability not provided for:

As At As AtSr 31-03-2014 31-03-2013No. Particulars Rupees Rupees

i) In respect of counter guarantee given by the bank 3,79,67,223 73,77,427

ii) Disputed demand not acknowledged as debt against whichthe company has preferred appeal:

Sales Tax 10,151,901 13,841,143

Income Tax 3,55,690 3,55,690

b) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs21,37,05,000/- (Previous Year Rs. 38,59,882/-)

c) Balances of Debtors, Creditors and Loans and Advances in the Balance Sheet are subject toconfirmation.

d) In the opinion of the management of the Company, provisions for all known liabilities have beenmade in the books of accounts. Further, the current assets and liabilities are stated at the valuerealisable in the ordinary course of business.

e) Statement of Profit & Loss Includes:

Sr. Particulars 2013-14 2012-13No. Rupees Rupees

(i) Remuneration of auditor:

For Audit Fees 5,64,730 5,61,800

For certification work — —

Tax audit fees 85,270 84,270

Total 6,50,000 6,46,070

(ii) Remuneration to Managing Director

Salary 30,00,000 30,00,000

Contribution to Provident Fund 1,72,800 1,72,800

Perquisites 1,02,702 58,518

Total 32,75,502 32,31,318

f) Under the Micro, Small and Medium Enterprises Development Act, 2006; certain disclosures arerequired to be made relating to Micro, Small and Medium Enterprises. The company is in the processof compiling relevant information from its suppliers about their coverage under the Act. Since therelevant information is not available, no disclosures have been made in the accounts.

g) The management of the company has carried out an exercise to ascertain impairment of FixedAssets. In the opinion of the management of the company there are no indications of impairment ofassets as at 31/03/2014 and therefore no effect of impairment is required to be given in the booksof accounts.

ANNUAL REPORT 2013-2014..............

55

h) Unsecured Loans:

Unsecured loan from banks includes a sum of Rs. 4,12,813/- (Previous year Rs.23,93,499/-) borrowedfrom the different banks for the purpose of the business of the company sanctioned to ManagingDirector of the company in his personal capacity.

i) Value of Raw Materials, Store & Spares Consumed:

Sr.No. Particulars Rupees 2013-14 Rupees 2012-13% of Total % of Total

(i) Raw Material

Imported 13,44,980 0.38 3,84,788 0.13

Indigenous 34,98,37,437 99.62 30,22,30,672 99.87

Total 35,11,82,417 100.00 30,26,15,460 100.00

(ii) Stores & Spares

Imported - - - -

Indigenous 58,98,652 100.00 66,19,321 100.00

Total 58,98,652 100.00 66,19,321 100.00

j) C.I.F. Value of Imports in respect of Raw Materials : Rs13,44,980 (Previous Year Rs.3,84,788/-)

k) F.O.B. Value of Exports in respect of Goods : Rs 75,48,630.

l) Foreign exchange out go on account of Remittance of Dividend of Rs.8,11,680/- (Previous year Rs.Rs.6,49,344/-) to M/s. Vaessen Schoemaker Holdings B.V. Holland on 4,05,840 shares (PreviousYear 4,05,840 Shares).

m) RELATED PARTY DISCLOSURES:-

a) Name of the Related Parties:-

i) Associate Company : Denis Finance Limited

ii) Key Management Personnel & their relatives : Dr. Himanshu C. Patel

Dr. Himanshu C. Patel (HUF)

Mr. Nirmal H. Patel

iii) Directors : Shri Dinesh B. Patel

Dr. Gaurang Dalal

Ms. Anar H. Patel


56


b) Transactions with the Related Parties during the year

Related party Related party Related partyParticulars referred to referred to referred to

in i above in ii above in iii above

Rent - - 4,80,000(3,60,000)

Sitting Fees - - 72,600(30,000)

Purchases 1,78,94,507 76,93,180 -(87,33,556) (71,96,669)

Sales — — -

Remuneration - 39,53,202 -(32,31,318)

Balance Receivable/ — 51,487 -Payable as at Balance Sheet Date (84,955)

Note: The amount in bracket represents the figures in respect of previous year.

The related party as well as transaction shown above is as certified by the Managing Directorof the Company.

n) The figures of previous year have been regrouped wherever necessary.






Ms. Anar H. Patel








DENIS CHEM LAB LIMITED[CIN: L24230GJ1980PLC003843]

Registered Office: Block No. 457, Village: Chhatral, Tal: Kalol (N.G.), Dist: Gandhinagar-382 729FORM MGT-11PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 andRule 19(3) of the Companies (Management and Administration) Rules, 2014)]

Name of the member (s) :Registered Address :Email Id :Folio No./ DPID-Client ID :

I/We, being the member (s) of Shares of the above named Company, hereby appoint:1. Name :

Address :Email Id :Signature : or failing him

2. Name :Address :Email Id :Signature :

as my/ our proxy to attend and vote (on a poll) for me as me/us and on my/ our behalf at the 33rd AnnualGeneral Meeting of the Company, to be held on Monday, the 29th September, 2014 at 10.00 a.m. at theRegistered Office of the Company at Block No. 457, Village: Chhatral, Tal: Kalol (N.G.), Dist: Gandhinagar- 382 729 and at any adjournment thereof in respect of such resolutions as are indicated below:Resolution Resolution Optional

No. For AgainstOrdinary Business

1 Adoption of audited Balance Sheet as at 31st March, 2014, and theStatement of Profit and Loss for the year ended on that date togetherwith the Reports of the Board of Directors and the Auditors thereon.

2 Re-Appointment of Ms. Anar H. Patel, liable to retire by rotationand being eligible, offers herself for re-appointment

3 Appointment of Statutory Auditors of the CompanySpecial Business

4 Appointment of Dr. Gauri S. Trivedi as an Independent Director ofthe Company

5 Appointment of Dr. Gaurang K. Dalal as an Independent Director ofthe Company.

6 Appointment of Mr. Janak G. Nanavaty as an Independent Directorof the Company.

7 Special Resolution for Borrowing Limit under Section 180(1)(c) ofthe Companies Act, 2013

8 Special Resolution for creation of charge/mortgage under Section180(1)(a) of the Companies Act, 2013

9 Special Resolution for re-appointment of Dr. Himanshu C. Patel asManaging Director of the Company under Sections 188, 196, 197,203 of the Companies Act, 2013

Signed this day of 2014

Signature of Shareholder

Signature of Proxy holder(s) (1) (2) Note: This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenue

Stamphere

ANNUAL REPORT 2013-2014..............

DENIS CHEM LAB LIMITED[CIN: L24230GJ1980PLC003843]

Registered Office: Block No. 457, Village: Chhatral, Tal: Kalol (N.G.), Dist: Gandhinagar - 382 729TEL: +91 (2764) 233596, 233613 FAX: +91 (2764) 233896

WEB: www.denischemlab.com EMAIL: [email protected] MGT-12BALLOT FORM

(TO BE USED BY SHAREHOLDERS PERSONALLY PRESENT/THROUGHPROXY AT THE MEETING AND HAVE NOT OPTED FOR E-VOTING)

1 Name and Address of theSole/First named Shareholder

2 Name(s) of theJoint Holder(s) (if any)

3 Registered Folio No./DPID-Client ID

4 Number of Shares(s) held5 I/We hereby exercise my/our assent or dissent by way of vote(s) at the time of my/our personal

presence/through proxy at the General Meeting in respect of the Ordinary & Special resolutionsset out in the Notice of 33rd Annual General Meeting (AGM) of the Company held on Monday, the29th September, 2014, by placing the tick (3) mark at the appropriate box below:

Resolution Resolutions No. of (FOR) (AGAINST)No. Shares I/We assent to I/We dissent

the resolution the resolutionOrdinary Business

1 Adoption of audited Balance Sheet as at 31st

March, 2014, and the Statement of Profit andLoss for the year ended on that date togetherwith the Reports of the Board of Directorsand the Auditors thereon.

2 Re-Appointment of Ms. Anar H. Patel, liableto retire by rotation and being eligible, offersherself for re-appointment

3 Appointment of Statutory Auditors of theCompanySpecial Business

4 Appointment of Dr. Gauri S. Trivedi as anIndependent Director of the Company

5 Appointment of Dr. Gaurang K. Dalal as anIndependent Director of the Company.

6 Appointment of Mr. Janak G. Nanavaty asan Independent Director of the Company.

7 Special Resolution for Borrowing Limit underSection 180(1)(c) of the Companies Act, 2013

8 Special Resolution for creation of charge/mortgage under Section 180(1)(a) of theCompanies Act, 2013

9 Special Resolution for re-appointment of Dr.Himanshu C. Patel as Managing Director ofthe Company under Sections 188, 196, 197,203 of the Companies Act, 2013

Place :Date : (Signature of the Shareholder/Proxy)Note: This Ballot is to be used for exercising voting at the time of 33 rd Annual General Meeting tobe held on Monday, the 29 th September, 2014 by shareholders/proxy. Duly filled in and signedballot form should be dropped in the Ballot box kept at the venue of AGM.

ANNUAL REPORT 2013-2014..............

If undelivered, please return to :Denis Chem Lab Limited

Village : Chhatral, Taluka : Kalol (N.G.)District : Gandhinagar - 382 729

DENISCHEM LAB LIMITED

DENIS

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