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Board of Directors

Name of Director

Category of Director Mihir Mahendrabhai Patel Chairman & Director

Riddhi Mihir Patel Director

Shailesh Babubhai Patel Independent and Non Executive Director

Ramilaben Patel* Independent and Non Executive Director

Dakshesh Ramesh Shah Additional Director

Payalben Sujay Mehta Additional Director

Sujay Jyotindra Mehta Additional Director

Anar Jayesh Patel Additional Director

Naimi Mihir Patel Additional Director * Resigned on 15th February, 2012 Auditors M/s. Rajesh Singi & Associates Chartered Accountants Ghodasar, Ahmedabad – 380 006

Registered Office 1-2 Moon Light 3rd Floor, Opp. Gurukul Drive-In-Road, Memnagar, Ahmedabad – 380052 E-mail id: [email protected], Website:www.relishpharma.com

Contents Page Nos.

From-To

Notice ……………………………………………………. 1- 7

Directors’ Report………………………………………… 8 - 12

Corporate Governance Report………………………….. 13-26

Management Discussion and Analysis …………………. 27-31

Auditors’ Report……………………………………….... 32-37

Balance Sheet…………………………………………….. 38-39

Profit & Loss Account…………………………………… 40-41

Notes on Financial Statement ………………………….. 42-57

Notes on Accounts……………………………………….. 58-62

Cash Flow Statement……………………………………… 63-64

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NOTICE

Notice is hereby given that Annual General Meeting of the members of Relish Pharmaceuticals Limited will be held on 28th September, 2012 at 12:30 p.m. at 1-2 Moon Light 3rd Floor Opp. Gurukul Drive-In-Road, Memnagar, Ahmedabad – 380052 to transact the following business: ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended on 31st March, 2012, balance sheet as on that date, Director’s Report and the Auditor’s report thereon.

2. To appoint Director in place of Mr. Shailesh Babubhai Patel who retires by rotation

and being eligible offers himself for reappointment.

3. To appoint the Auditors of the Company from the Conclusion of this Annual General Meeting until the 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 following resolution as Special Resolution: “RESOLVED THAT, pursuant to provisions of Section 260 and all other applicable provisions of the companies Act 1956 and Articles of Association of the Company also subject o approval of shareholders of he company, Mr. Dakshesh Ramesh Shah, who was appointed as an Additional Director by the Board of Directors, who hold the office as such only up to the conclusion of this Annual General Meeting, who is eligible to be appointed as Director of the Company u/s 255, 256 and 257 of the Companies Act, 1956 be and is hereby appointed as Director of the company whose term of office liable to determination for retire by rotation.” “RESOLVED FURTHER THAT Mr. Mihir Mahendrabhai Patel, Director of the Company, be and is hereby authorised to take necessary action for the implementation of the aforesaid resolution.”

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5. To Consider and if thought fit to pass with or without modification following resolution as Special Resolution: “RESOLVED THAT, pursuant to provisions of Section 260 and all other applicable provisions of the companies Act 1956 and Articles of Association of the Company also subject o approval of shareholders of he company, Ms. Payalben Sujay Mehta, who was appointed as an Additional Director by the Board of Directors, who hold the office as such only up to the conclusion of this Annual General Meeting, who is eligible to be appointed as Director of the Company u/s 255, 256 and 257 of the Companies Act, 1956 be and is hereby appointed as Director of the company whose term of office liable to determination for retire by rotation.” “RESOLVED FURTHER THAT Mr. Mihir Mahendrabhai Patel, Director of the Company, be and is hereby authorised to take necessary action for the implementation of the aforesaid resolution.” 6. To Consider and if thought fit to pass with or without modification following resolution as Special Resolution: “RESOLVED THAT, pursuant to provisions of Section 260 and all other applicable provisions of the companies Act 1956 and Articles of Association of the Company also subject o approval of shareholders of he company, Mr. Sujay Jyotindra Mehta, who was appointed as an Additional Director by the Board of Directors, who hold the office as such only up to the conclusion of this Annual General Meeting, who is eligible to be appointed as Director of the Company u/s 255, 256 and 257 of the Companies Act, 1956 be and is hereby appointed as Director of the company whose term of office liable to determination for retire by rotation.” “RESOLVED FURTHER THAT Mr. Mihir Mahendrabhai Patel, Director of the Company, be and is hereby authorised to take necessary action for the implementation of the aforesaid resolution.” 7. To Consider and if thought fit to pass with or without modification following resolution as Special Resolution: “RESOLVED THAT, pursuant to provisions of Section 260 and all other applicable provisions of the companies Act 1956 and Articles of Association of the Company also subject o approval of shareholders of he company, Mrs. Anar Jayesh Patel, who was appointed as an Additional Director by the Board of Directors, who hold the office as such only up to the conclusion of this Annual General Meeting, who is eligible to be appointed as Director of the Company u/s 255, 256 and 257 of the Companies Act, 1956

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be and is hereby appointed as Director of the company whose term of office liable to determination for retire by rotation.” “RESOLVED FURTHER THAT Mr. Mihir Mahendrabhai Patel, Director of the Company, be and is hereby authorised to take necessary action for the implementation of the aforesaid resolution.” 8. To Consider and if thought fit to pass with or without modification following resolution as Special Resolution: “RESOLVED THAT, pursuant to provisions of Section 260 and all other applicable provisions of the companies Act 1956 and Articles of Association of the Company also subject o approval of shareholders of he company, Ms. Naimi Mihir Patel, who was appointed as an Additional Director by the Board of Directors, who hold the office as such only up to the conclusion of this Annual General Meeting, who is eligible to be appointed as Director of the Company u/s 255, 256 and 257 of the Companies Act, 1956 be and is hereby appointed as Director of the company whose term of office liable to determination for retire by rotation.” “RESOLVED FURTHER THAT Mr. Mihir Mahendrabhai Patel, Director of the Company, be and is hereby authorised to take necessary action for the implementation of the aforesaid resolution.”

For And on Behalf of the Company Date : 27/06/2012 Place : Ahmedabad

Sd/- Sd/- Sd/- Director Director Director

(Mihir Patel) (Riddhi Patel) (Shailesh Patel)

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NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be lodged at the registered office of the Company not later than 48 hours before the meeting.

2. Pursuant to section 154 of the Companies Act, 1956, Register of Members and Shares

Transfer Books of the Company will remain closed from Wednesday, 19th September, 2012 to Friday, 28th September, 2012 (both days inclusive).

3. The Company has appointed M/s. Sharepro Services (India) Private Limited, as its

Registrars and Share Transfer Agents for rendering the entire range of services to the Shareholders of the Company. Accordingly, all documents, transfers, Demat request, change of address intimation and other communication in relation thereto with respect to shares in electronic and physical form should be addressed to the Registrars directly quoting Folio No., full name and Address to Sharepro Services (India) Private Limited, Unit: Relish Pharmaceuticals Limited.

4. Members/proxies should bring the attendance slip duly filled in for attending the

Meeting. 5. Members are requested to bring their copies of the Annual Report to the Meeting. 6. The Company is concerned about the environment and utilizes natural resources in

sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, has by its circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively, permitted companies to send official documents to their shareholders electronically as part of “GREEN INITIATIVES” in corporate governance.

7. Members are requested to update their Email ID with their respective depository

participant and with the Company’s Registrar and Transfer Agents (RTA) to enable dispatch the communications in electronic form from time to time as your Company have taken a "Green Initiative" as per the directions of Ministry of Corporate Affairs, New Delhi allowing paperless compliances for Companies.

8 Members holding shares in physical form are requested to notify to the company’s

Registrar and share Transfer Agent, M/s. Sharepro Services (India) Private Limited quoting their folio, any change in their registered address with pin code and in case

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their shares are held in dematerialized form, this information should be passed on to their respective Depository Participant.

9. Corporate Members intending to send their authorized representatives under Section

187 of the Companies Act, 1956, are requested to send a duly certified copy of the board Resolution authorizing their representatives to attend and vote at the Meeting.

10. In case of joint holding, the joint holder whose name stands first, as per the

Company’s records, shall alone be entitled to vote.




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Annexure to Notice

Notes on directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement entered into with Stock Exchanges: Item No. 3 Name : Mr. Shailesh Babubhai Patel Date of birth : 26/06/1966 Qualification : B.Sc. Expertise : He has 3 years of experience in

Business Mgt. & pharmaceuticals Director of the Company since

: 16/09/2008

Directorship in other public limited companies

: Nil

Membership of Committees of other public limited companies

: Nil

No. of Shares held in the Company

: Nil

Item No. 4 Mr. Dakshesh Ramesh Shah was appointed as an additional director of the company, pursuant to provision of Section 260 of the Companies Act, 1956. He holds office upto the ensuing General Meeting of the Company and in respect of whom the Company has received notice under section 257 of the Companies Act, 1956 proposing the candidature for the office of Directors, and hence his appointment as Directors of the Company has been proposed. None of the Directors of the Company, are interested in the resolution set out at of the accompanying notice. Item No. 5 Ms. Payalben Sujay Mehta was appointed as an additional director of the company, pursuant to provision of Section 260 of the Companies Act, 1956. He holds office upto the ensuing General Meeting of the Company and in respect of whom the Company has received notice under section 257 of the Companies Act, 1956 proposing the candidature for the office of Directors, and hence his appointment as Directors of the Company has been proposed.

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None of the Directors of the Company, are interested in the resolution set out at of the accompanying notice. Item No. 6 Mr. Sujay Jyotindra Mehta was appointed as an additional director of the company, pursuant to provision of Section 260 of the Companies Act, 1956. He holds office upto the ensuing General Meeting of the Company and in respect of whom the Company has received notice under section 257 of the Companies Act, 1956 proposing the candidature for the office of Directors, and hence his appointment as Directors of the Company has been proposed. None of the Directors of the Company, are interested in the resolution set out at of the accompanying notice. Item No. 7 Mrs. Anar Jayesh Patel was appointed as an additional director of the company, pursuant to provision of Section 260 of the Companies Act, 1956. He holds office upto the ensuing General Meeting of the Company and in respect of whom the Company has received notice under section 257 of the Companies Act, 1956 proposing the candidature for the office of Directors, and hence his appointment as Directors of the Company has been proposed. None of the Directors of the Company, are interested in the resolution set out at of the accompanying notice. Item No. 8

Ms. Naimi Mihir Patel was appointed as an additional director of the company, pursuant to provision of Section 260 of the Companies Act, 1956. He holds office upto the ensuing General Meeting of the Company and in respect of whom the Company has received notice under section 257 of the Companies Act, 1956 proposing the candidature for the office of Directors, and hence his appointment as Directors of the Company has been proposed. None of the Directors of the Company, are interested in the resolution set out at of the accompanying notice.




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DIRECTORS’ REPORT To, The Members Relish Pharmaceuticals Limited The Directors’ present the Annual report on the business and operations of your Company for the year 2012-13. FINANCIAL RESULTS AND OPERATIONAL REVIEW: Particulars Year Ended

31.03.2012 (`)

Year Ended 31.03.2011

(`) Gross Sales/Income 6,64,87,517 9,99,32,110 Less Depreciation 44,62,213 31,98,572 Profit/(Loss) before Tax 2,05,04,950 68,06,294 Taxes/Deferred Taxes 1,09,65,452 Nil Profit/(Loss) After Taxes 95,39,498 68,06,294 P& L Balance b/f (8,46,68,574) (9,14,74,868) Profit/ (Loss) carried to Balance Sheet (7,51,29,076) (8,46,68,574) PARTICULARS OF EMPLOYEES: There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended. DIRECTORS: During the Year Mr. Dakshesh Ramesh Shah and Mrs. Anar Jayesh Patel were appointed as Additional Director on 26th May, 2012. Ms. Payalben Sujay Mehta and Mr. Sujay Jyotindra Mehta were appointed as an Additional Director on 23rd May, 2012. and Ms. Naimi Mihir Patel was appointed as an Additional Directors on 11th October, 2012 and also Board recommend their appointments as Regular Directors of the Company under section 255 of the Companies Act, 1956 in this Annual General Meeting of the Company, the Board took note of the same. Mr. Shailesh Babubhai Patel, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

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DIVIDEND: In view of losses, your Directors do not recommend any dividend during the year. DEPOSITS: During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable. RESPONSIBILITY STATEMENT: As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts: The applicable accounting standards have been followed along with proper explanation relating to material departures. Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. The annual accounts have been prepared on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE: Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is annexed herewith. Further, during the period under review, following were earning and expenditure in Foreign Currency: Earning in Foreign Currency: Rs. Nil (Previous Year Rs. Nil)

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Expenditure in Foreign Currency: Nil (Previous Year Rs. Nil) APPOINTMENT OF AUDITORS: During the year M/s. R M Nagar & Accociates, Chartered Accountant, Ahmedabad has resigned and hence in order to fill up casual vacancy arise due to such resignation, the shareholders of the Company has appointed M/s. Rajesh Singi & Accociates, Chartered Accountants, Ahmedabad, as Auditors of the Company w.e.f. 25/05/2012 of the Company. M/s. Rajesh Singi & Accociates, Chartered Accountants, Ahmedabad Auditors hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. MANAGEMENT DISCUSSION AND ANALYSIS: Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto. CORPORATE SOCIAL RESPONSIBILITY: Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Relish Group. In the year 2011-12, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognise the holistic nature of a sustainable approach. As such, this commitment is as much about our construction processes and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with. This is a commitment to safeguard the health and safety of our employees and workers and for that company take the following steps.

The company has been provided with change rooms and wash facilites. There are separate change rooms for ladies and gents workers.

Street cloths and footwear are removed in the change room. Company uniform and

footwear are provided in the change room. The Company uniform consists of Apron, Cap and Slipper for workers. White

apron,cap and slipper for staff, Blue apron, caps and safety shoe for maintenance and Brown apron, cap and slipper for house keeping persons.

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There is further change in the gowning procedures for personnel working in sterile area. They are trained in the gowning & degowning procedures. The gowning instructions are displayed in the entry of airlock of injection department.

Persons working in beta lactum area are provided with separate set of uniforms (with

different colour) over and above normal uniform. These uniforms are separately washed, dried and stored separately.

All the employees are trained on the requirements of good personnel hygiene at the

time of their training programme and same is monitored by QA officers and department heads on routine basis.

REPORT ON CORPORATE GOVERNANCE: A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto. SEGMENT: Your Company is engaged in a single segment only. ACKNOWLEDGEMENT: The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.




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DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY: SR NO. Particulars Unit 2011-12 2010-11 (I) POWER AND

FUEL COSUMPTION

1. Electricity (a) Purchased Kwh 3,91,088 3,91,088 Total Amount Rs. 28,74,500 28,74,500 Rate/Unit Rs,/ Kwh 7.35 7.35 (b) Own -- -- Generation

(Units) -- --

2. Coal -- -- Quantity Kg -- -- Total Cost Rs. -- -- Average Rate Rs./Kg -- -- 3. High Speed

Diesel/ LDO -- --

Quantity Liters -- -- Total Cost Rs. -- -- Average Rate Rs./ Liters -- -- 4. Other Internal

Generation -- --

(II) Consumption per unit of production:

-- --




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Report on Corporate Governance (Pursuant to Clause 49 of the Listing Agreement)

1. Company’s philosophy:

Corporate Governance is an integral part of value, ethics and best business practices followed by the Company. The core values of the Company are commitment to excellence and customer satisfaction, maximizing long-term value for stakeholders, socially valued enterprise and caring for people and environment. Relish Pharmaceuticals Limited is committed to good Corporate Governance in order to all stakeholders – Customers, suppliers, lenders, employees, the shareholders. The detailed report on implementation by the company of the Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges, is set out below :

2. Board of Directors:

2.1 Composition of the Board:

The Board of Directors as at 31st March, 2012 comprises of four directors comprises of a (Chairperson and Managing Director), two is Executive and all other are non-executive directors. Mrs. Riddhiben Patel is the Chairman and Managing Director of the Company and she conducts the day to day management of the Company, subject to the supervision and control of the Board of Directors. The independent directors on the Board are senior, competent and highly respected persons from their receptive fields:

2.2 Responsibilities of the Board

The responsibility such as policy formulation, performance review and analysis and control, direction and management of the affairs of the company is vested in the Board of Directors presided over by the Chairman and Managing Director. The Board has delegated some of its powers to the executives of the company. The Board reviews from time to time such delegated powers and their utilization for effective functioning of the Company.

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2.3 Meeting and Attendance Record of Directors

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the Financial year 10 Board meeting were held on 2011-2012, 26/04/2011, 01/07/2011, 26/10/2011, 11/11/2011, 01/01/2012, 18/01/2012, 14/02/2012, 01/03/2012, 23/03/2012, 31/03/2012

The composition, attendance and other memberships of the Board of Directors of the company is as follows: c. Attendance of Directors at Meetings of Board of Directors and last AGM:

Name of the Director Designation Category

No. of Board meetings attended

Attendance at last AGM

Total No. of Directorships in public Companies

Total No. of Committee membership

Total no. of Board Chairmanship

Riddhi Patel Director Executive 10

Yes 0 0 0

Mihir Patel

Director Executive 10 Yes 0 0 0

Shailesh Patel

Director Director/ Non Executive

10 Yes 0 0 0

* Ramilaben Patel

Director Director/ Non Executive

8 Yes 0 0 0

Naimi Mihir Patel**

Additional Director

Non Executive

6 No 0 0 0

* Resigned on 15th February, 2012. ** Appointed as Additional Director on 11th October, 2011.

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2.4 Details of Directors seeking re-appointment at the ensuing Annual General Meeting As per the provisions of the Companies Act, 1956, two third of the directors of a company should be retiring directors, of which one third of such directors are required to retire every year and if eligible, they qualify for re-appointment. Mr. Shailesh Babubhai Patel, retire by rotation at the ensuing Annual General Meeting and offer him for re-appointment. Profile of Mr. Shailesh Babubhai Patel, Director being appointed u/s 269 of the Companies Act, 1956

Name Mr. Shailesh Babubhai Patel Date of Birth 26/06/1966 Date of Appointment 16/09/2008 No. of shares held in the company Nil Directorship in other company Nil

2.5 Details of Directors who are as Chairman and Directors in other Public Companies None of the Directors on the Board is a member or Chairman of any Committees (as specified in Clause 49 (C) (ii) across all the Companies in which he is a director. The necessary disclosure regarding Directorship and Committee position have been made by the Directors who are on the Board of the Company as on 31st March, 2012and the same is reproduced herein below:

Sr. No.

Name of Director

No of Directorship in other Public Companies

No. of Committees positions held as Chairman on other public Companies

No. of Committees positions held as member in other public Company

1. Mihir Patel -- -- -- 2. Riddhi Mihir

Patel -- -- --

3. Shailesh Patel -- -- -- 4. Ramilaben H

Patel -- -- --

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3. COMMITTEE OF BOARD: The Company had four Board Committees. These are 1. Audit Committee 2. Remuneration Committee 3. Sub-Committee (Quarterly Results Review Committee) 4. Share Transfer & Shareholders/Investor Grievance Committee Moving with various committees formed and reported in the previous Annual Report and in line with the requirements of SEBI and Stock Exchanges, the Board has formally constituted the following committees of Directors. 3.1 Audit Committee: The Audit committee constituted by the Board of directors as per the provisions of Clause 49 of the listing Agreements as well as in Section 292A of the Companies Act, 1956, comprises of three members viz. Mr. Shaileshbhai Patel Chairman of the committee (Independent and Non-Executive Director) Mr. Sujay Jyotindra Mehta (Non-Executive director) and Mrs. Payalben Sujay Mehta member (Non-Executive director) who are aware with finance, accounts, management and corporate affairs. Two members constitute the quorum of the said Audit Committee Meeting. Mrs. Ramilaben H Patel was resigned on 15th February, 2012. Mr. Sujay Jyotindra Mehta is now member of the Audit Committee. The Audit Committee of the Board of Directors of the Company, Inter-alias, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. The audit committee while reviewing the Annual Financial Accounts ensures compliance of the Accounting Standard (AS) issued by the Institute of Chartered Accountants of India. • Review the financial reporting process and disclosure of its financial information • Review with the management, Annual financial statements before submission to the

Board • Review with the management, statutory Auditors and Internal Auditors and adequacy of

internal control systems • Review the company’s accounting and risk management policies • Review the company’s accounting and management reporting systems and updates the

same from time to time.

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• Recommend the appointment and removal of statutory and Internal Auditors and fixation of fees for the same.

• Review quarterly financial statement • Review internal investigations made statutory/ Internal Auditors. • Scope of Statutory/ Internal Audit. • Review fixed deposits/repayment systems etc. • Any other applicable functions as described in Corporate Governance. • Review related party transactions. The terms and reference of the Audit Committee covers the matters specified as per clause 49 of the Listing Agreement besides other terms as may be referred from time to time by the Board of Directors. The Audit Committee met 3 times during the year. 3.2 Remuneration Committee: The Remuneration Committee reviewing the overall compensation policy, service agreements and other employments and other employment conditions of Managing / Whole time Directors and Managing Director:

Name Remuneration(`) Mr. Mihir M. Patel Director

5,40,400 per annum

Mrs. Riddhi M. Patel Director

6,00,000 per annum

Total 11,40,400 The Composition of remuneration committee are as under; Mr. Shaileshbhai Patel Chairman - Director Mr. Sujay Mehta Member - Director Mrs. Payal Mehta Member - Director Remuneration Committee constituted for the purpose of considering remuneration of executive and non-executive directors. Non- Executive Director The Company has not paid any sitting fees to any of the Directors of the Company. Remuneration Policy Payment of remuneration to the Managing/Whole Time Director is governed by the respective Agreements executed between them and the company. These agreements were

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approved by the Board and the Shareholders. Their Remuneration structure comprises salary, perquisites and allowances. 3.3 Sub-Committee (Quarterly Results Review Committee) : The Sub-Committee (Quarterly Results Review Committee) comprises as under:

Name Designation Mr. Shaileshbhai Patel Chairman Mr. Sujay Mehta Member Mrs. Payalben Mehta Member

Mrs. Ramilaben H Patel was resigned on 15th February, 2012. Mr. Sujay Jyotindra Mehta is now member of the Committee. The Committee is responsible for approving quarterly un-audited financial statements and monitoring the performance of the Company. 4 (Four) meeting were held on the following dates: Financial reporting for the quarter ending June 30, 2011 Second week of August, 2011

Financial reporting for the quarter ending September 30, 2011 Second week of November, 2011

Financial reporting for the quarter ending December 31, 2011 Second week of February, 2012 Financial reporting for the quarter Second week of May, 2012 ending March 31, 2012 3.4 Share Transfer & Shareholders’/Investor Grievance Committee: The Share Transfer & Shareholders’/Investor Grievance committee comprises as under: 1. Mr. Shaileshbhai Patel Chairman 2 Mrs. Riddhiben M Patel Member and Compliance officer 3. Mrs. Payalben Mehta Menber The committee is responsible for approving and monitoring transfers, transmission, splitting and consolidation of shares issued by the Company. In addition to that, the committee also monitors redressal of complaints from shareholders relating to transfer of

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shares, non-receipt of balance sheet etc., No sitting fees is paid to the committee members. The Committee reviewed redressal of investors Grievances pertaining to share transfer, dematerialization of shares, replacement of lost, mutilated and old share certificates, change of address etc. The committee has also taken steps to strengthening investors relations. The status of shareholders’ complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on 31st March, 2012) is given below:- Complaints Status: 01.04.2011 to 31.03.2012 • Number of complaints received so far : 1 • Number of complaints solved : 1 • Number of pending complaints : Nil 4. DISCLOSURES: (a). Materially significant related party transactions: The same are appropriate disclosed at Note No.9 of the Significant Accounting Policies and notes on accounts- Notes No. 20 of the Annual Accounts of the Company. (b). During the last three Years, there were no penalties, strictures imposed by either SEBI or stock Exchange or any statutory authority for non- Compliance of any matter related to the capital market. 5. Share Transfer System: The Company has an in-house share transfer department and has not appointed any Registrar and Transfer Agent. Valid Share transfer in physical form and complete in all respects were approved and registered within the stipulated period. 6. Dematerialization of shares and liquidity: The Company has been registered itself with M/s.Sharepro Services (I) Pvt. Ltd. Satam Estate, 4th Floor, Above Bank of Baroda, Cardinal, Gracious Road, Chakata, Andheri, E, Mumbai; 400 099 for dematerialization of Companies securities so far. 7. Date, Time and venue of : 28th September, 2012 at 12.30 P.M.. Annual General Meeting 1-2, Moon light, 3rd Floor, Opp.

Gurukul, Drive In Road, Memnagar, Ahmedabad- 380052

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8. Book Closure Date : 19th September, 2012 to 28th September, 2012

9. CEO/CFO Certification: (Under Clause 49(V) of Listing Agreement) We Certify that -- a. We have reviewed the financial statements and the cash flow statement for the year

2011-12 and that to the best of our knowledge and belief: • These statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading; • These statements together present a true and fair view of the Company’s affairs and

are in compliance with existing accounting standards, applicable laws and regulations;

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year 2011-12 which are fraudulent, illegal or violative of the Company’s code of conduct;

c. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of the internal control, if any, of which we are aware of and the steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee • Significant changes in internal control over the financial reporting during the year

2011-12 • Significant changes in accounting policies during the year 2011-12 and that the same

have been disclosed in the notes to the financial statements; and • Instances of significant fraud of which we have become aware and the therein, if any,

of the management or an employee having a significant role in the Company’s internal control system over the financial reporting.

MEANS OF COMMUNICATIONS: The half Yearly and quarterly results of the Company were not published in any news paper but regularly forwarded to the Bombay Stock Exchange where the Company’s share are listed. The Company has not considered it necessary to circulate half yearly results at the residence of shareholders as there is no significant up and down in the activities of the company having material impact on the shareholders interest.

21

The Company’s financial results and officials news releases are displayed on the Company’s website i.e. www.relishpharma.com Further the Company has not made any presentation to any financial institutional Investors/analysts or banks during the year. Listing of Equity Shares on Stock Exchanges: Mumbai Annual listing fees for the financial Year upto 31-03-2012 has been paid. a. Stock Code: BSE 524632, ASE 49039 b. Demat ISIN number: INE551C01010 c. Market price data: The Company has been suspended from the Bombay Stock Exchange but during the year suspension of revocation vide letter No. DCS/COMP/OT/TB/299/2010-11 dated 17th October, 2011. d. Performance of the Company’s shares in comparison with broad based indices as BSE’s Sensex: The Company has nothing to report on the matter. e. Registered and Transfer Agent: The Company has appointed M/s Sharepro Services (I) Private Limited, Mumbai as the common agency both in respect of demat shares. The Company is having in house share transfer set up for the transfer of shares which are still in physical mode.

f. Share Transfer System: All the transfers are received and processed by the Secretarial Department of the Company and approved by share transfer committee. Share Transfer

Meeting Year Venue of AGM Date Time Whether Special resolution passed

Annual General Meeting

2008-09 1-2 Moon Light, 3rd Floor, Gurukul Drive In Road, Memnagar, Ahmedabad

30th September, 2009

12.30 P.M.

Yes




12.30 P.M.

No




12.30 P.M.

No

22

requests received in physical form The Management discussion and analysis forms part of the Annual Report.

10. Dividend Payment Date : Not Applicable

11. Detail of last three Annual General Meeting:

2012: One Extra Ordinary General Meeting was held on 25/05/2012 to fill up casual vacancy of Auditors’ of the Compnay. Details for Special Resolution had passed in last AGM: 2011: NIL 2010 No Special Resolution was passed. 2009 - Special Resolution passed for Forfeiture of 38,00,000 shares of the Company

12. High / Low of Monthly Market Price of the Companies Equity Shares traded on Ahmedabad Stock Exchange during the Financial year 2011-12 is furnished below: The trading of equity shares of the Company was suspended during the year and it has received letter for suspension of revocation vide letter No. DCS/COMP/OT/TB/299/2010-11 dated 17th October, 2011. Thenafter trading details are as under:-

Month High Price

Low Price

February 12 4.30 3.20 March 12 3.94 2.26

23

13. Distribution of Shareholding as on March 31, 2012. On the basis of shares held

No of Equity shares held

No. of sharehol

ders

Percentage of Total share

holders

No. of Shares

held

Percentage of total share

held

Upto 5000 10569 98.36% 4970345 42.00% 5001 – 10000 86 0.80% 611133 5.16% 10001 – 20000 48 0.45% 648983 5.48% 20001 -- 30000 13 0.12% 313300 2.65% 30001 --40000 3 0.03% 100510 0.85% 40001 --50000 4 0.04% 17940 0.15% 50001 --100000 8 0.07% 505550 4.27% Above 100000 14 0.13% 4668139 39.44% Total 10745 100.00% 11835900 100.00%

Shareholding pattern as on 31st March, 2012

Category No. of share held % of shareholding a. Promoters and persons who may be deemed to be acting in concert including promoter/directors group Companies b. Financial Institutions / Banks b. Other bodies corporate c. Indian public

29,31,300 5,00,000

32,70,885 51,33,715

24.77% 4.22% 27.64% 43.37%

Total 11835900 100% Dematerialization of shares: As on 31-03-12 Demat shares accounted for 80,94,940 Equity Shares of total equity.

24

14. Listing on Stock Exchanges : The Stock Exchange – Mumbai Phiroze jeejeebhiy Towers, Dalal Street, Mumbai – 400023

: The Stock Exchange – Ahmedabad Kamdhenu Complex,

Opp. Sahajanand Complex, Panjarapole, Ambawadi, Ahmedabad -380015. 15. Investor Correspondence : All enquiries, clarifications and Correspondence should be addressed to the compliance officer at the following address. 16. Compliance Officer : Mrs. Riddhi Patel, Managing Director 17. Address for Correspondence : Relish Pharmaceuticals Limited 1-2 Moon Light 3rd Floor, Opp: Gurukul Drive-In-Road, Memnagar, Ahmedabad – 380052 E-mail id: [email protected]

www.relishpharma.com

M/s. Sharepro Services (I) Private Limited Satam Estate, 4th Floor,

Above Bank of Baroda, Cardinal, Gracious Road, Chakata, Andheri (E), Mumbai; 400 099.

Phone: 2821 5068, 2832 9828, 2821 5991, 2834 7719, 2832 9828, Fax: 2837 5646

Email: [email protected] 18. Location of Plant:- Relish Pharmaceuticals Limited

795, Rakanpur, Sola- Santej Road, Taluka: Kalol (N.G.) District: Gandhinagar-382010

25

19. Compliance Certificate of the Auditors: The statutory Auditors have certified that the company has complied with the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchange and the same is annexed to the Directors Report and Management Discussion and Analysis. The Certificate from the statutory Auditors will be sent to the listed stock exchange along with the annual return of the Company.




26

DECLARATION As provided under clause 49 of the Listing Agreement with the Stock Exchange, all Board members and Senior Manager personnel have affirmed compliance with RELISH PHARMACEUTICALS LIMITED Code of Business conduct and ethics for the year ended March 31, 2011

For And on Behalf of the Company

Date : 27/06/2012 Place : Ahmedabad



27

MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS OVERVIEW Relish Pharmaceuticals Limited is a public limited company with a global perspective. Manufacturing, exporting and marketing in both domestic and international markets. Buyers in Australia, Uganda, Kenya, United Kingdom, Sri Lanka, Mauratius and the Republic of Yemen depend upon Relish Pharmaceuticals Ltd. for quality qualification. In the vast Indian Pharmaceutical market comprising over 20,000 manufacturing units, Relish has earned itself a formidable reputation. Expertise in Research and Development, Formulation manufacturing, latest quality movements and in-depth insight into the Indian and international Pharmaceutical markets, Relish has made unrivaled progress. Growth rate of the company has exceeded 79%!! Relish Pharmaceuticals has assisted in the development and manufacture of a wide variety of drugs and dosage forms and potency variations for many prestigious pharmaceutical Companies around the world.. Relish rely on quality, efficiency, expertise in research & development and in-depth insight into the Indian & international pharmaceutical market. INDUSTRY STRUCTURE AND DEVELOPMENT The financial year 2011-12 marked resurgence in growth post the financial crisis. Higher investment spending, especially in the emerging markets, is pushing growth in the global economy. As a result, several countries are gradually returning to normal macroeconomic policies. However, the economic health in parts of Europe and the fiscal trends in some other countries is cause for concern and continue to impact the world economy. The forecast for the Indian economy is positive with growth expected to touch 8.5 per cent in the current fiscal year. Yet, constant inflation in the country is taking its toll and rising global commodity prices is only compounding the problem. The pharmaceutical industry in India retains its position of strength as the pharmacy capital of the world. It supplies an estimated one-third of all global pharmaceutical produce

28

in terms of volume. In the financial year 2011-12, the Indian pharmaceutical industry grew more than 14 per cent, according to ORG IMS, though this growth was mainly driven by the top 50 companies. A growing trend was that more Indian pharmaceutical companies focused on semi-urban and rural markets for incremental growth opportunities. During the year, the industry also witnessed Indian Pharma companies selling out to the multinationals. STRENGTH OF THE COMPANY:

Relish Pharmaceuticals Limited is managed by promoters who are competent technocrats & have practical exposure.

Companies have acquired WHO-GMP since 1998 & strictly comply with it. Relish Pharmaceuticals has marked its presence in countries like Uganda, Kenya, Sri

Lanka, U.K, U.S.A, Canada, Dubai, Denmark, Australia, Thailand, Singapore, Mozambique, Mali, Republic of Guinea and aims to go in more number of countries to expand its business.

We indirectly serve to many other countries For example our U.K based buyers who cater to countries like Senegal, Ghana. Denmark based buyers cater to NGO’s tendering. Australians serve all Pacific Islands like Papua New Guinea, Solomon, Kiribati, Tonga & Thailand. Whereas Singaporeans cater to Ukraine, Poland & Sudan.

Highly qualified, experienced & dedicate team of professionals with proficiency in latest technology and technical advances.

OVERALL REVIEW OF COMPANY Product Portfolio We are providing variety of products to the clientele. Currently the product portfolio includes followings:

29

Antibiotics (Penicillin), Anti Biotics (Cephalosporin), Anti Biotics, Macrolides, Quinolones, Anti Bacterial, Anti Fungal, Anti Malarial, Anti Viral, Anti Protozoal, Anti Anthelmintic, Sedative and Tranquilliser, Anti Depressant, Anti Manic, Anti Emetic, Anti Ulcer, Beta Blockers, Diuretics, Analgesic, Analgesic (NASID), Muscle Relaxants, Anti Tuberculosis, Vitamin Products, Anti Allergics, Corticosteroids, Hyper and Hypoglycemic, Others Customer's satisfaction by delivering quality products has been the corner stone of our Company. The Company, therefore, believes in manufacturing of all critical and precision components in-house. Manufacturing Activities The formulation facilities are spread over 10 Acres of sprawling green campus. The company's state- of threat manufacturing plant is situated in the district Gandhinagar, Rakanpur. Company has Highly experienced, highly qualified, highly dedicated professionals continuously updated with the latest technical and technological advances, manufacturing innovations and product standards in the field. A singular reason why Relish Pharmaceuticals continues to be the choice of people who value production efficiency, safety, high output, economy, quality, speed and of course commitment to schedules. For Relish Pharmaceuticals contract manufacturing is a strategic partnership, from development to scheduled delivery. The Manufacturing practices are directed to ensure better utilization of capacities, investments in the latest. OPPORTUNITIES, THREAT, RISKS AND CONCERNS The Indian pharmaceutical industry is growing consistently and is expected to do so also in future. Quality of products will improve, as is evident from the recent publication of the new Indian Pharmacopeias and the activities of the Drugs Controller of India against “irrational

30

combinations” and “counterfeits”. We wish that these initiatives, which will lead to a safer healthcare environment for patients, will be followed up in a transparent and rational way. Over the past decade, pharmaceutical companies have entered a difficult period where shareholders, the market and regulators have created significant pressures for change within the industry. The core issues for most of drug companies are declining productivity of in-house R & D, patent expiration of number of block buster drugs, increasing legal and regulatory concern, and pricing issue. As a result larger pharmaceutical companies are shifting to new business model with greater outsourcing of discovery services, clinical research and manufacturing. Today Indian pharmaceutical Industry can look forward to the years to come, with great expectations. There are opportunities in expanding the range of generic products as more molecule come off patent, outsourcing, and above all, in focusing into drug discovery as more profits come from traditional plays. At the same time, the Indian Pharma Industry would have to contend with several challenges particularly the

Effects of new product patent Drug price control Regulatory reforms Infrastructure development Quality management and Conformance to global standards.

FUTURE OUTLOOK: Being satisfied with the infrastructure of the company Mr. Mihir Patel, Managing Director is Gearing up to obtain ISO 9000 Certificate in view of the liberalization of economic policy of the country. This will provide an ample and unique opportunity for the further growth of the company. Visualising a meteoric all round growth of Pharmaceutical Industry in India and abroad Relish has set up a sophisticated injectable plant being fully committed by continuous improvement with its sound R&D base. Further to attain financial strength through ever growing profitability to attain excellence while achieving "Supreme customer satisfaction" to attain the global recognition for the corporation and to focus on customer's need and fulfill their expectations. SEGMENT WISE PERFORMANCE The Company is operating only in one sector i.e. pharmaceutical and therefore the segment reporting and performance standard is not applicable to the Company.

31

INTERNAL CONTROL The Internal Control systems including the policies, procedures and guidelines of the Company are adequate and commensurate to the extent and nature of its operations. The controls are reviewed for effectiveness by the internal auditors and the audit committee too. Any deviations are brought to the notice of the Audit Committee periodically and corrective steps are recommended and implemented. FINANCIAL PERFORMANCE The Company is passing through the restructuring process and trying to come out of all difficulties by improving its turnover.




32

Compliance Certificate To, The Members, RELISH PHARMACEUTICAL LIMITED, 1-2 MOON LIGHT 3RD FLOOR, OPP. GURUKUL DRIVE-IN-ROAD, MEMNAGAR, AHMEDABAD We have examined the compliance of Corporate Governance by RELISH PHARMACEUTICAL LIMITED for the year ended on 31" March, 2012, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges. The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuing the compliance of the conditions of the corporate Governance. It is neither an audit nor an expression of to opinion on the financial statement of the Company. In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that no investor grievance(s) is/ are pending for a period exceeding for one month against the Company as per the records maintained by the Shareholders/Investors Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Rajesh Singi & Associates Chartered Accountants

Date: 27/06/2012 Place: Ahmedabad

Sd/- (Drishti Adiani)

Partner M. No. 127218

33

AUDITOR'S REPORT The Members RELISH PHARMACEUTICALS LIMITED. Ahmedabad 1. We have audited the attached Balance Sheet of RELISH PHARMACEUTICALS

LIMITED as at 31st March, 2012 and the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in

India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) order, 2003 issued by the Central Govt.

of India in terms of Section 227(4A) of the Companies Act, 1956, on the basis of information & explanations given to us and disclosure made by the company in annexed accounts, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order in respect of the period covered under the audit and to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to above, we report that:

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

(ii) In our opinion, proper books of accounts as required by law have been kept by the

company so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit & Loss Account dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account dealt with by this report

complies with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

34

(v) On the basis of written representation received from the Directors of the

Companies as on March 31st, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31st, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the

explanations given to us, subject to third party balance confirmations, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2012; (b) in the case of the Profit and Loss account, of the profit for the year ended on

that date; and

For, Rajesh Singi & Associates Chartered Accountants

FRN : 012310C Place: Ahmedabad Date: 27/06/2012


Partner M.No. 127218

35

ANNEXURE REFERRED TO IN PARA GRAPH (3) OF THE AUDIT REPORT OF EVEN DATE TO THE MEMBERS OF RELISH PHARMACEUTICALS LIMITED, ON THE ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH, 2012

(1) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As informed to us, substantial portion of the fixed assets has been physically verified by the management during the year which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification. (c) None of the substantial part of fixed assets has been disposed off during the year.

(2) (a) The management during the year has conducted physical verification of the inventories & in our opinion the frequency of verification is reasonable. (b) The procedures of physical verification of inventories followed by the management are reasonable and adequate having regard to the size of the Company and the nature of its business. (c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(3) (a) During the year, the company has taken unsecured loans from the parties covered in the register maintained under section 301 of the Act. the closing balance at the end of the year is `. 7819947.00 the terms and conditions are not prima facie prejudicial to the interest of the Company. The payment of principal is regular. There has been no overdue amount during the year. (b) As informed to us, the company has not given loans to the Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(4) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that transactions that need to be entered into the register maintained under section 301 have been so entered.

36

(b) In respect of transactions with parties with whom transactions exceeding value of Rs. five lacs have been entered into during the financial year, are at the prices which are reasonable having regard to the prevailing market prices at the relevant time, except in case of transactions where we are unable to comment owing to the unique and specialized nature of the items and absence of any comparable prices, whether the transactions are made at the prevailing market prices at the relevant time or not.

(6) The company has not accepted any deposit during the year from public. (7) In our opinion the company has an internal audit system commensurate with the size

and the nature of its business, however, there are scope for further improvement. (8) As informed to us, the Central Government of India has prescribed maintenance of

cost records under section 209(1)(d) of the Companies Act,1956 for any of the products of the Company.

(9) (a) The Company is generally not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, Cess and other material statutory dues applicable to it. (b) According to records, information and explanations given to us the detail of statutory dues toward Income Tax, Which have not been deposited on account of dispute of pending at Hon’ble Income Tax Tribunal for A Y 2001-02 has been Rs 9,19,262/-

(10) In our opinion and on the basis of accounts, read with notes to accounts, there are losses of the Company at the end of financial year and the Company has not incurred cash loss in the current financial year covered by our audit or in the immediately preceding financial year.

(11) In our opinion and according to the information and explanations provided to us the company has made settlement with Union Bank of India and Syndicate Bank against the term loan and Working Capital limit outstanding. Out of the total dues outstanding of Rs. 76.10 Lacs the settlement was made at Rs 50.70 Lacs and the balance amount is considered in extraordinary income in the profit and loss account in the current financial year.

(12) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the bank. The company does not have any borrowings from financial institution or by way issue of debentures.

(13) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

37

(14) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(15) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(16) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by its associates from Banks or Financial Institution.

(17) According to the information and explanations given to us, the company has not taken any term loans during the year and accordingly, the provisions of clause 4(xvi) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(18) According to the Cash Flow Statement and other records examined by us as well as information and explanations given to us on an overall basis, we report that funds raised on short term basis have not prima-facie been used for long term investment & vice-versa, though surplus funds which were not required for immediate utilization have been gainfully invested in liquid investment payable on demand.

(19) The Company has not made preferential allotment of share to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(20) The company has not issued any debentures and accordingly, the provisions of clause 4(xix) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(21) The company has not raised any money through a public issue and accordingly, the provisions of clause 4(xx) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(22) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For, Rajesh Singi & Associates Chartered Accountants

FRN : 012310C Place: Ahmedabad Date: 27/06/2012


Partner M.No. 127218

38

RELISH PHARMACEUTICALS LTD

BALANCE SHEET AS AT 31.03.2012

Particulars Note No

As at 31st March 2012


` ` I. EQUITY AND LIABILITIES (1) Shareholders' Funds

(a) Share Capital 1 89,862,000

89,862,000

(b) Reserves and Surplus 2 (75,129,076)

(84,668,574)

(c) Money received against share warrants - -

(2) Share application money pending allotment

- -

(3) Non-Current Liabilities

(a) Long-term borrowings 3 104,936,011

9,887,355

(b) Deferred tax liabilities (Net) 20,902,133

9,936,680

(4) Current Liabilities

(a) Short-term borrowings 4 -

42,404,153

(b) Trade payables 5 12,018,804

40,422,815

(c) Other current liabilities - -

(d) Short-term provisions 6 6,987,663

5,154,952

Total 159,577,535

112,999,381

II.Assets (1) Non-current assets

(a) Fixed assets

(i) Tangible assets 7 23,436,829

22,783,865

(ii) Intangible assets - -

39

(iii) Capital work-in-progress 456,710

456,710

(iv) Intangible assets under development - -

(b) Non-current investments 105,600 -

(c) Deferred tax assets (net) - -

(2) Current assets

(b) Inventories 8 9,173,956

6,421,120

(c) Trade receivables 9 41,992,495

53,060,903

(d) Cash and cash equivalents 10 399,446

2,360,021

(e) Short-term loans and advances 11 84,012,499

27,916,762

(f) Other current assets - -

Miscellaneous Expenditures - -

( To the Extent not written off or adjusted ) SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PARTS OF ACCOUNTS

20

Total 159,577,535

112,999,381

for and on behalf of For and on behalf of the Board of directors M/s Rajesh Singi & Associates

Sd/- Chartered Accountants Firm Reg. No : 012310C

Director (Mihir Patel) Sd/-

Sd/- Partner Drishti Adiani Director (Riddhi Patel) Membership No. 127218

Sd/-

Director (Shailesh Patel) Place : Ahmedabad. Place : Ahmedabad Date : 27/06/2012 Date :27/06/2012

40

RELISH PHARMACEUTICALS LTD

Profit and Loss Account for the year ended on 31.03.2012

Particulars Note No



` ` I. Revenue from operations 12 66,333,496 98,625,192 II. Other Income 13 154,021 1,306,918 III. Total Revenue (I +II) 66,487,517 99,932,110 IV. Expenses:

Cost of materials consumed 14 46,511,337 71,917,995 Manufacturing Expenses 15 7,255,289 6,117,801 Changes in inventories of finished goods,

work-in-progress and Stock-in-Trade 16 (34,332) (1,603,130) Employee benefit expense 17 6,896,263 7,887,831 Financial costs 18 180,190 2,095,248 Depreciation and amortization expense 4,462,213 3,198,572 Other expenses 19 2,912,345 3,203,523 Total Expenses 68,183,305 92,817,840

V. Profit before exceptional and extraordinary items and tax (III - IV) (1,695,788) 7,114,270

VI. Exceptional Items

VII. Profit before extraordinary items and tax (V

- VI) (1,695,788) 7,114,270

VIII. Extraordinary Items :- Prior Period Exp (1,424,698) 307,976 BSE Revocation

Suspension Exp (1,764,800) - Extra Ordinary Income 25,390,236

IX. Profit before tax (VII - VIII) 20,504,950 6,806,294

X. Tax expense: (1) Current Tax - - (2) Deferred Tax 842,159 (3) Prior Perid Deferred Tax 10,123,293 -

XI. Profit/(Loss) from the perid from continuing operations (IX - X) 9,539,498 6,806,294

41

XII. Balance Brought Forward (84,668,574) (91,474,868)

XIII Profit/(Loss) for the period (XI + XIV) (75,129,076) (84,668,574) XIV Earning per equity share:

(1) Basic 0.81 0.58 (2) Diluted

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PARTS OF ACCOUNTS

20




Sd/- Partner Drishti Adiani Director (Ridhhi Patel)

Membership No. 127218

Sd/-


42

Grouping Forming part of Accounts for the year ended on 31/03/2012 Particulars ` Unsecured Loans : From Directors: Mihir M Patel 1984949 Riddhiben M Patel 2492065 4477014 From Shareholders Jignaben M Patel 609000 Mahendrabhai Manibhai Patel 1561829 Manibhai Motibhai Patel 239680 Mitabne Mahendrabhai Patel 239680 Pravinkumar Motibhai Patel 23808 R K Patel 300000 Tapan P Patel 100000 3073997 From Intercorporate Deposit Anar Project Ltd 1000000 Proper Delcom Pvt Ltd 96385000 97385000 Total……. 104936011Sundry Creditors for Expenses Shubham Pharmachem Pvt.Ltd. 41361 Global Exporting & Indenting Agencies 89906 Global Pharma 209000 Jayantilal H Mehta & Co. 19687 MP Builders 897348 Responsive Indus Ltd. 37636 Palam Pharma Pvt Ltd 16677 V Express 1350 Pharma Chem Enterprises 5250 Merit Organic Ltd 197471 Infusen Pharma 93000 Vegl 9440 Smt.Jaiwanti R. Thakkar 450 Mariya Xerox & Typing 215 Jay Mangal Traders 236 Shri Avkar Communication 488 Shambhubhai R. Desai 200 Varad Xerox 3107 Samir Enterprise 4009 Raj Corporation 13781 Soham Consultancy -3858 B J Trivedi & Associates 198970 Shree Mahakali Trading 4953

43

Satyapath Electrical 17451 Airtel 5004 Aum International 8033 Systronics 11751 Kailesh Machine Tools 1565 Raj Traders 4150 S.R.Saudagar 5000 Sharepro Services Pvt Ltd -5927 Yash Scale Company 3500 Gujarat Maharashtra Cargo Movers 26550 Aun Engineers 267506 Sumant S Sheth 210845 Harisiddh Oxygen -3535 M.M. Patel & Joint -222068 Jhp Automation Solution 6500 Gopi Marketing 175 Chase Logistics Pvt Ltd 602947 Shree Bahuchar Electricals 19057 Om Logistics Ltd 292

Mangalbhai And Brothers 11025 Capricon Logistics Pvt Ltd -653 Mukesh Switchgears 4804 Emission Monitoring Services 8273 Gayatri Tools Center 106001 K H Khan Construction -2500 Jay Industry -296253 Amin Kha Karim Khan Pathan Constuction 198000 Soft Tech Icon Exchannge Eng 91250 Ram Prakash Chauhan -2500 Bhumi Electricals 144712 Purvi Enterprise 20288 Raj Engineers 17535 Umiya Powder Coat 15430 Bharat Industries 119600 Fabtech Technologies Int Ltd 24330 Shree Krishna Pipe Traders 25304 Alok Automation System 12850 Care Blister Packaging -125000 Midas Rubber & Plastics Products 10395 Mukesh Trading Co 10361 Satyapath Electrical 14876 Shiv Shakti Miscellaneous 1700 3209301

44

Sundry Creditors for Goods Garrison Pharma (India) Limited 24387 Ssara Healthcare 57767 Divine Grp 8501 Precise Bio Pharma Ltd 2159 Brucke Pharma (P) Ltd. 93689 Shree Krishna Pharmaceuticals -20734 Capsules Corporation Of India 12456 Sun Enterprise 26957 Earthmin Minerals 8925 Bhupendrabhai Shantilal Shah 1250000 Naimi Mihirbhai Patel 268936 Shree Parekh Trading 33307 Geeta Enterprise 227614 Abil Chempharma Pvt.Ltd. 296 Suren Healthcare 48707 Akshat Enterprise 215356 Medi Pharma Drug House 2087574 Amsal Chem Private Limited 124031 M.G.Pharma 229169 Vital Healthcare Pvt Ltd -75000 Purna Enterprise 27524 Suchem Laboratories 24385 Shital Pharma 1205 Super Life Care Pvt Ltd 8397 Pharma Trade -36818 Vaishali Pharma Pvt Ltd. 224370 Bdr Pharmaceuticals Intl Pvt Ltd 239615 Amgeen Minerals 33075 Passim Medichem Agencies 98676 Shri Parikh Pharma 30958 Akhil Healthcare Pvt Ltd -171453 Neel Sales Corporation 44009 Priti Industries 57908 Fortune Enterprise 180540 Natural Enterprise 20502

Dial Pharmaceuticals Limited -448500 Konark Chemicals 37258 Dhaval Pharma -260314 Yogeshwar Agengy -6431 Shreedhar Ampoules & Vials Pvt Ltd 272055 Shyam Enterprise 229114 Flexibond Industries 20081 Arihant Printers 16662 Keshav Packagign 145185 Star Plastic Industries 73945

45

Relax Surgi Plast 30273 Parthsarthi Polymers 4980 Ess Dee Aluminium Ltd 10887 Mangalam Packaging 290570 Modern Plasmold 5255 Maulesh Industries 200 Anhil Caps 11727 Shreeji Pack Print 4300 Shree Dhanlaxmi Printers 1139936 Krishna Glass Industries -34287 Matmox Printing -26502 Rajeshwari Printers 3845 Super Pack Print 2598 Framena Rondo Packagigng` 1191 Jal Extrusion Pvt Ltd 5245 Vijay Pet 1696252 Vijay Packaging 3840 Quick Lable 17457 Ramdoot Packaging 10835 Pooja Packaging 19900 Ami Packaging 59355 Rutvik Pharma 65600 8809503 Provision : Interest Payable A/c 18255 TDS On Salary 20998 Audit Fees Payable 56180 Provision for Taxation 810000 TDS On Professional Fees 13376 Salary & Wages Payable 285695 Unpaid Exp 50000 Electricity Payable (Factory) 31637 TDS On interest -32743 Excise Duty Receivable on Finished Goods 95460 Provident Fund Payable 156296 Sale Tax Payable 1966850 Vat Payable 662585 Excise Duty Payable 2176964 TDS On Commission 1877 Professional Tax Payable 12882 TDS On Jobwork 637417 Service Tax Payable 23934 6987663 Total……. 19006467

46

Loans & Advances : ` Excise Refund -540216 Vat Receivable 26992 Vat on Capital Goods 289202 Navkar Surgicals Gujarat Ltd 420200 Cenevate Receivable 3709651 TDS A/c 1980 TDS 2010-11 130394 TDS 2005-06 75605 TDS 2006-07 179335 TDS 2007-08 59467 TDS on Jobwork 6238 TDS 2000-01 25652 TDS 2008-09 178239 TDS 1999-2000 46198 TDS A Y 2012-13 70694 TDS 2003-04 62500 TDS 2009-10 8155 Income Tax 2001-02 917719 Income Tax 1999-2000 274461 Income Tax A Y 2000-01 462379 Income Tax A Y 2009-10 26070 Income Tax A Y 1997-98 77370 Bank Gurantee 281330 Earnest Money Deposit 150000 Jayeshbhai Shah Contractor 5790000 Chirag S Soni Contractor 5807500 Shailesh B Patel Contractor 5555000 Baldevbhai Ambalal Patel Cintractor 5807500 Shitaben B Patel Contractor 5807500 Mukeshbhai Panchal Contractor 5555000 Kiritbhai N Patel Contractor 5767500 Anitaben Mukeshbhai Patel Contractor 5555000 Jayantbhai Prahladbhai Thakore Contractor 5555000 Pravinbhai Thakor Contractor 5530000 Rameshbhai M Desai Contractor 5555000 Prakashbhai B Patel Contractor 4326782 Dasrathbhai P Thakor Contractor 4326782 Tender Fees 30917 Pharmatech Engg Co 3281245 Excel Electronic Engg Ltd 1551300 Alpha Pharmaceuticals 300000 Prepaid Insurance 17874 Uttar Gujarat Vij Co Ltd- Deposit 374968 Security Deposit –Tender 528800 Telephone Deposit 49216 84012499

47

Sundry Debtors: Others Dashrath Patel 1001 National Securities Depository 1103 Halewood Laboratories Pvt Ltd 1206742 Shreeyam Healthcare 427929 Jay Medi Pharma 238944 Sunrise Enterprises 2592376 Atlanta Medicare Co.Ltd 1139997 Makers Laboratories (Gaziabad) 357728 Makers Laboratories (Mumbai) 197344 Makers Laboratories (Ahmedabad) 2341771 Marudhars 218399 Manoj Impex 1402

Soltaire Trade Link Pvt Ltd 3160650 C J Chemicals 6766877 Royale Resources Limited 486996 Macleods Pharmaceuticals Limited 5370129 GEO Fresh Organic -737 Gws Life Sciences Pvt Ltd 221665 Alexim Kft 455509 Switzer Lifescience Pvt Ltd 4517 Fhc Pharmaceutica L.Da 14445 Rama Agency -100111 Hemsil Raw Pharma -97335 Pure Remedies Pvt Ltd -85000 Rig Pharma Nig Limited -21334 Makers Laboratories Excise -465693 Maclodes Pharma Excise -2784960 Jbc Private Limited -656379 Aminur Exim Pvt Ltd 664099 E T C Medicine -311162 Ankur Drugs And Pharma Ltd 602111 Jay Formulation Ltd. 50596 Kentreck Laboratories Pvt Ltd 114501 Cadila Healthcare Limited -39477 Precise Biopharma Pvt Ltd 100000 Admit Pharmaceuticals 2831983 Life Line Remedies 92947 Shreeyam Healthcare Excise 420234 Dr Sayan's Lab 38256 Bionir Life Science 22501 Apdim 3043002 28623568

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Over six month from the date they were due for payment Wockhardt Limited 1700654 Alferez Pvt Ltd 74904 Dm Pharma 621027 Eurogarant Corporation 52337 Montage Laborateries 81569 Sunview Biotech 4344 Kedar Nath & Sons India Pvt Ltd 2030494 Gsp Crop Science Pvt Ltd 213855 Bereko Pharma 2375362 Injectcare Pvt Ltd 14355 10 Tative International 2854151 Arihant Exports 397421 Asst.Director-Rajkot 5069 Apex Distributors 4453 The Managing Director - Chennai 135322 Rama Agencies 100111 Bouchar & Muir Pvt Ltd 876483 Doda Pharma Pvt Ltd 37705 Two Supply Company Ltd 56306 Defi Healthvare Pvt Ltd 544991 Tri Med Ltd 602968 Chief Dist. Medical Officer 923 Chief Dist. Medical Officer – Baroda 8073 Chief Dist. Medical Officer - Gandhinagar 41264 Chief Dist. Medical Officer - Ahwa 6262 Civil Surgeon 6710 C.S.Mukfsar 37083 C.S.Nawansehar 24482 C.S.Patiala 43063 C.S.Ropar 22395 C.S.Sangpur 137196 Insurance Medical Officer - Baroda 7620 Insurance Medical Officer - A'bad 2707 M K H Patiala 2185 Supritendent – Bhiloda 6710

Supritendent - C.H.C. Visavadar 2827 Supritendent – Garbada 3187 Supritendent – Jhelod 2237 Supritendent – Mangrol 1899 Supritendent - Rass Borsad 1566 Supritendent - R.H. & C.H.C.-Gandevi 671 Supritendent – Sukhsar 3661 Supritendent – Vansda 4473 T.B.Hermitage – Sangpur 4096 The Managing Director – Coimbtore 6344

49

The Managing Director – Cuddalore 20346 The Managing Director – Dhampuri 593 The Managing Director – Dingdigul 1669 The Managing Director - Kancheerpur 2493 The Managing Director – Madurai 68865 The Managing Director – Nagerooil 7015 the Managing Director – Ooty 1452 The Managing Director – Salem 11813 The Managing Director – Thanjavur 34776 The Managing Director – Tiruchirap 10245 The Managing Director – Tirunelvel 11755 The Managing Director – Tiruvapur 1925 The Managing Director - Vellore D 3851 The Managing Director – Villupuram 23849 The Managing Director – Virudhunagar 4411 Maruti Pharma Chem Pvt Ltd 2354 13368927 Bank Balance with Schedule Bank in Current A/c Allabhad Bank 5775 Allabhad Bank 8541 HDFC Bank 10961 Canara Bank 19900 HDFC Bank (A/c No 0492560004255) 64120 HDFC Bank (A/c No 02992320001625) 3225 ICICI Bank Ltd 30088 Standard Chartered Bank 550 Axis Bank 2 Bank of Baroda 3442 ING Vysya Bank Ltd 115860 262464 Total……. 126267458

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NOTES FORMING PART OF THE BALANCE SHEET

AS AT 31ST MARCH 2012 Amount in `

Note No Particulars



` ` 1 Share Capital A Equity Share Capital Authorised Share capital 12000000 Equity Shares of Rs. 10/- each 120,000,000 120,000,000 ( Previous Year :12000000 Equity Shares of Rs 10/-

each) Issued, subscribed & fully paid share capital - 4836200 Equity Shares of Rs. 10/- each 48,362,000 48,362,000 7000000 Equity Shares of Rs. 10/- each 70,000,000 70,000,000 Less:- Calls in Arears 28,500,000 28,500,000 89,862,000 89,862,000 Total 89,862,000 89,862,000

Note No Particulars



` ` 1(A) Reconciliation of the number of Equity Shares

Oustanding at the beginning & at the end of year.

Share oustanding at the beginning of the year 89,862,000 89,862,000 Add : Share issue during the year - - Share oustanding at the end of the year 89,862,000 89,862,000

Note No Particulars



` ` 1(B) Details of Shareholders Holding more than Five

Percent of Shares 1 Mihir Mahendrabhai Patel 9.27% 9.27% 2 Rajeshkumar V Patel 11.73% 11.73% Number of Shares 18,871,020 18,871,020

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Note No Particulars



` ` 2 Reserves and Surplus Capital Reserves - - Capital Redemption Reserves - - Securities Premium Reserves - - Debenture Redemption Reserves - - Revaluation Reserves - - Other Reserve / fund - - Surplus from profit and loss account Opening Balance (84,668,574) (91,474,868) Profit/loss during the year 9,539,498 6,806,294 (75,129,076) (84,668,574) Total (75,129,076) (84,668,574)

Note No Particulars



` ` 3 Long Term Borrowing I Secured Loan A Bonds/Debenture - - B Term Loan - - I Union Bank Of India - 4,402,515 Ii Syndicate Bank - 2,334,295 iii Visnagar nagarik Sahakari bank Ltd - 182,051 Ii Unseured Loan A From Director 4,477,014 147,172 B From Sahreholders 3,073,997 2,821,322 C From Inter Corporate Deposit 97,385,000 - Total 104,936,011 9,887,355

b(i) Term loan form Union Bank of India is secured by way of first charges on New Factory Building

(ii) Term Loan from Syndicate Bank is secured by way of first charge on fixed assets located

at the first floor of the factory, second charge on other immovable assets of the Company, Corporate Guarantee of the Director.

(iii) Term Loan from Visnagar Nagarik Sahkari Bank Ltd. have been secured against office premises at New York Tower

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Note No Particulars



` ` 4 Short-term borrowings I Working Capital Loan : Union Bank of India - 42,404,153 Total - 42,404,153

4(i) Working Capital from loans from Union Bank of India has been secured by way of first charge on all fixed assets of the company except the fixed assets financed by Syndicate Bank on first floor of the factory, hypothetication of stock & book debts, Mortgage of Registered office premises of the Company, Mortgage of Residential flat of the Directors, Corporate and personal guarantees of Directors and Pledge of a portion of equity charges of the company

Note No Particulars



` ` 5 Trade Payables I Trade Payables for Others 3,209,301 5,411,151 Ii Trade Payables for Goods 8,809,503 35,011,664 Total 12,018,804 40,422,815

Note No Particulars



` ` 6 Short-term provisions I Provision for employee benefits 285,695 - Ii Others 6,701,968 5,154,952 Total 6,987,663 5,154,952

Note No Particulars



` ` 7 Tangible Assets Land/ Building/ Plant & Equipment/ Furniture &

fixtures/ Vehicles/ Office Equipment/ 105,251,708 100,136,531 Others (individually) - - Opening Balance - - Add: acquisition through business combination - - Other Adjustments Sub total 105,251,708 100,136,531 Less: Disposals - - Gross Block at year end (a) 105,251,708 100,136,531 Less: Depreciation

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Opening Depreciation 77,352,666 74,154,094 Depreciation for the year 4,462,213 3,198,572 Other Adjustments - - Total accumulated depreciation (b) 81,814,879 77,352,666 Net carrying value (a) - (b) 23,436,829 22,783,865 Total 23,436,829 22,783,865

Note No Particulars



` ` 8 Inventories I Raw Material 5,299,323 3,607,500 Ii Packing Material 2,083,421 1,056,740 iii Work In Progress 172,572 1,044,000 Iv Finished Goods 1,618,640 712,880 Total 9,173,956 6,421,120

Note No Particulars



` ` 9 Trade receivables I Secured/ Unsecured/ Doubtful - - More than Six Month : Considered goods 13,368,927 6,254,859 Others : Considered goods 28,623,568 46,806,044 Less: Allowance for Bad debts - - Total 41,992,495 53,060,903

Note No Particulars



` ` 10 Cash and cash equivalents I Balances with Schedule Bank - HDFC Bank 262,464 2,191,130 Ii Cash on hand 136,982 168,891 Total 399,446 2,360,021

Note No Particulars



` ` 11 Short term loans and advances I Loans and advances to related parties - - Ii Others 84,012,499 27,916,762 Total 84,012,499 27,916,762

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Note No Particulars



` ` 12 Revenue from Operations (for companies other

than a finance company) I Sales 69,555,380 100,209,208 Less: Excise Duty 3,221,884 1,584,016 Total 66,333,496 98,625,192

Note No Particulars



` ` 13 Other Income I Discount /Rate Difference 66,992 268,550 Ii Other Income 42,006 1,038,368 iii Interest Rec for Uttar Gujarat Vij Com Ltd 35,533 - IV Interest Rec Form Bank 9,490 - Total 154,021 1,306,918

Note No Particulars



` ` 14 Cost of Raw Materials and Packing Materials

consumed I Opening Stock 4,664,240 2,175,345 Add:- Purchase During the Year 48,536,783 74,406,890 Less:- Closing Stock 7,382,744 4,664,240 45,818,279 71,917,995 Ii Purchase (Job Work) 373,558 - iii Purchase (Finish Goods) 319,500 - 693,058 - Total 46,511,337 71,917,995

Note No Particulars



` ` 15 Manufacturing Expenses Power & Fuel Exp 1,079,506 1,405,932 Machinery Repair & Maintenance Exp 846,353 1,158,677 Factory & Building Rennovation Exp 627,980 - Oceanic Freight Rembiursement Exp 2,359,908 2,013,105 Laboratory Testing Charges 95,979 154,431 Factory Exp 325,057 468,546

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Production Exp 405,823 - Clearing & Forwading Exp 179,335 88,652 Freight & Cartage Exp 349,340 319,913 Packing & Forwading Exp 94,008 - Re-Processing Charges 892,000 - CST Exp - 498,545 Godown Rent Exp - 10,000 Total 7,255,289 6,117,801

Note No Particulars



` ` 16 Change In Inventories i Closing Stock 1,791,212 1,756,880 ii Opening Stock 1,756,880 153,750 Increase / Decrease in Inventories (34,332) (1,603,130)

Note No Particulars



` ` 17 Employee Benefits Expense i Salary & Wages 5,482,684 5,884,701 ii Staff Welfare Exp 273,179 28,584 iii Director Remuneration Exp 1,140,400 1,959,583 iv Contrubtion to Provident Fund - 14,963 Total 6,896,263 7,887,831

Note No Particulars



` ` 18 Finance Costs i Bank Interest - 2,015,598 ii Bank Charges 180,190 79,650 Total 180,190 2,095,248

Note No Particulars



` ` 19 Other Expenses Office Exp 129,976 83,468 Auditor's Remuneration 56,180 33,060 Printing Charges 4,968 -

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Travelling Exp 711,218 166,640 Electricity Exp (Office) 22,306 15,585 Electricity Repair & Maintenance Exp 192,880 - Insurance Exp 26,555 60,454 Muncipal Tax 8,381 1,979 Legal & Professional Exp 65,313 370,220 Membership Fess 25,000 - Vehicles Repair & Maintenance Exp 182,741 89,930 Postage & Courier & Internet 47,352 72,155 Freight & Cartage Outward 34,447 - Software Exp 15,750 - Computer Repairing Expenses 32,860 79,805 Commission Exp 18,768 611,873 Donation 9,000 5,000 Misc Exp - 14,042 Professional & Consultancy Fees 189,593 142,405 Advertisement Exp 22,299 18,245 Printing & Stationery Exp 134,820 495,449 Petrol & Coveyance Exp 160,212 15,790 Sales Promotion Exp 302,978 764,096 Exchange Rate Difference 78,716 - Service Tax Exp 22,575 - Share Demate Charges 168,640 - Share Listing Charges 100,211 - Telephone & Mobile Exp 148,606 163,327 Total 2,912,345 3,203,523

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Grouping Forming part of Accounts for the year ended on 31/03/2012

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

Sr.No.

Particular

Opening Balance 01.04.11

Addition During the Year

Deletion During the Year

Closing Balance 31.03.12

Opening Balance 01.04.11

Provided During the Year

Deletion During the Year

Closing Balance 31.03.12

As on 31.03.12

As on 31.03.2011

1 Land

1718325 0 0 1718325 0 0 0 0 1718325 1718325

2 Building (Factory)

19394485 450000 0 19844485 12270257 652786 0 12923043 6921442 7124228

3 Plant & Machinery

74824737 3347164 0 78171901 61199860 3582443 0 64782303 13389598 13624877

4 Office Equipments

931747 0 0 931747 789178 44258 0 833436 98311 142569

5 Furniture & Fixture

2707477 636977 0 3344454 2552872 158456 0 2711328 633126 154605

6 Computer System

559760 0 0 559760 540499 19261 0 559760 0 19261

7 Electricla Fitting

0 483638 0 483638 0 4097 0 4097 479541 0

8 Laboratory Equipment

0 197398 0 197398 0 912 0 912 196486 0

100136531 5115177 0 105251708 77352666 4462213 0 81814879 23436829 22783865

Previous Year

99697931 438600 0 100136531 74154094 3198572 0 77352666 22783865 25543837

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SCHEDULE: 20 : NOTES ON ACCOUNTS & SIGNIFICANT ACCOUNTING POLICIES 1. Schedule “1” to “19” forms the integral parts of Balance Sheet as at 31st March 2012 &

Profit & Loss Account for the year ended on the date. (A) SIGNIFICANT ACCOUNTING POLICIES 1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting in accordance with the Companies Act, 1956 and in accordance with accounting principles generally accepted in India (Indian GAAP) and comply with the Accounting Standards issued by the Institute of Chartered Accountants of India, to the extent applicable.

2. GOING CONCERN :

The financial statements are prepared on a going concern basis. The management of the Company believes that due to the above, the Company will continue to operate as a going concern and will be in a position to meet all its liabilities as they fall due for payment.

3. USE OF ESTIMATES :

The preparation of financial statements in accordance with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements. Management believes that the estimates made in preparation of the financial statements are prudent and reasonable. Actual results may differ from those estimates. Any revisions to accounting estimates are recognized prospectively in current and future periods.

4. INVENTORIES :

Inventories i.e. Finished Goods are valued at cost or realizable value whichever is lower. Finished goods include other costs incurred in bringing the inventories to their present location. Raw Material and stock in process are valued at cost.

5. REVENUE RECOGNITION :

Sales are recognized when goods are invoiced on dispatch to customers and are recorded at net of trade discount and excise duty, sales tax, VAT etc. Revenue in respect of other income is recognized when no significant uncertainty as to its determination or realization exists.

6. FIXED ASSETS, DEPRECIATION & AMORTIZATION :

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6.1 Fixed are stated at cost of acquisition including any cost attributable to bringing the assets to their working conditions for their intended use

6.2 Fixed Asset acquire are shown Net of CENVAT Credit wherever applicable. 6.3 Depreciation is provided on SLM method at the rates and in the manner prescribed

in Schedule -XIV to the Companies Act, 1956 6.4 Depreciation on additions/deletion during the year is charged on actual basis from

the date of such addition/deletion. 7. INCOME TAX AND DEFERRED TAX:

Tax expense comprises of Current Tax and Deferred Tax. Current Income Tax is determined at the amount expected to be paid to the Income Tax Authorities after consideration of the applicable provisions of The Income Tax Act, 1961 including Benefits, Allowances and Deductions admissible under the said Act.

Minimum Alternative tax ( MAT ) paid in accordance with the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Group will pay normal tax after the tax holiday period. Accordingly, MAT is recognized as an asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the Group and the asset can be measured reliably. Deferred Taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier year. Deferred Tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. The Deferred Tax Asset is recognized and carried forward only to the extent that there is a virtual certainty and confirmed visibility that the deferred tax asset will be realized in future.

8. PROVISIONS, CONTINGENT ASSET AND CONTINGENT LIABILITIES:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities, if any, are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

9. IMPAIRMENT OF ASSETS:

An Asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the profit and loss account in the period in which an asset is identified as impaired. The impairment loss, if any, recognized in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount.

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10. EARNINGS PER SHARE: The Company reports Basic Earnings Per Share in accordance with Accounting Standard – 20; “Earnings Per Share” issued by The Institute of Chartered Accountants of India. Basic EPS is computed by dividing the Net Profit after Tax for the year by the weighted average number of Equity Shares outstanding during the year.

11. INVESTMENTS :

Long–term investment and current maturities of long-term investment are started at cost.

12. EXTRAORDINARY ITEM AND PRIOR PERIOD ITEMS : Extraordinary items are income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the enterprise and, therefore, are not expected to recur frequently or regularly.

Prior period items are income or expenses which arise in the current period as a result of errors or omissions in the preparation of the financial statements of one or more prior periods.

The nature and the amount of each extraordinary item and prior period item should be separately disclosed in the statement of profit and loss in a manner that its impact on current profit or loss can be perceived

(B) NOTES ON ACCOUNTS

1. Estimated amount of contracts remaining to be executed on capital accounts is Rs. Nil

(Previous year Rs. Nil). 2. Balances shown under the head of “ Secured Loans”, “ Unsecured Loans”, “ Sundry

Debtors”, “ Loans and Advances” and “ Sundry Creditors “ are subject to the confirmation by the parties concerned.

3. Retirement benefits, gratuity, leave encashment, etc. has not been provided in the

accounts of the company . They have been dealt with on cash basis. This is not in accordance with Accounting Standard 15 for Accounting for Retirement Benefits in the Financial Statement of Employers issued by the Institute Chartered Accountants of India.

4. As informed by the management, the company has not maintained cost records under

section 209(1) (d) of the companies Act, 1956 and rules made there under by the Central Government in this regard.

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5. In the opinion of the Directors of the company, the value of current assets shown in the Balance sheet are approximately of the value stated, if realized in the ordinary course of business.

6. CIF value of Imports during the year CIF value of Imports during the year are `.NIL.(Previous Year ` .Nil/-)

FOB Value of exports company’s foreign exchange earning (FOB Value) are ` Nil (Previous year `.Nil)

7. (1) Number of employees who were:

(a) Employed through out the year and were in receipt of remuneration of `.2400000/- per annum nil.(previous Year Nil)

(b) employed for part of the year and were in receipt of remuneration of `.200000/-per month nil. (Previous Year nil)

(2) Managerial Remuneration Current Year Previous Year

31/03/2012 31/03/2011 (a) Director’s Remuneration 1140400.00 1959583.00

-------------- -------------------- 1140400.00 1959583.00

-- ----------------- ------------------- (b )Auditor Remuneration

For Audit : 50000/- Add Service Tax : 6180/- 56180/- 8. Earnings per share:

2011-12 2010-11 Basic & Diluted earnings per share (in ``) (in``) Net profit (Loss) attributable to the Equity Shareholders (Before Prior Period Adjustments)

(1,695,788) 7,114,270

Net profit (Loss) attributable to the Equity Shareholders (After Prior Period Adjustments)

9,539,498 6,806,294

Weighted average number of Equity Shares of Rs 10 each outstanding during the year

11,836,200 11,836,200

Basic & Diluted Earnings per Equity Share (Before Prior Period Adjustments)

--- ---

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Basic & Diluted Earnings per Equity Share (After Prior Period Adjustments)

0.81 0.58

Face Value per share 10 10 9. Payment to Relatives :

Mihir M. Patel Director Remuneration 540400.00 Riddhi M. Patel Director Remuneration 600000.00 10. Figures of the previous year have been re-grouped and re-arranged wherever

necessary to make them comparable with the figures of the current year. 11. Figures have been rounded off to the nearest rupee. For Relish Pharmaceuticals Limited. For, Rajesh Singi & Associates Chartered Accountants

FRN : 012310C Sd/- Director (Mihir Patel)


Partner Sd/- M.No. 127218 Director (Riddhi Patel) Sd/- Director (Shailesh Patel) Place: Ahmedabad Date: 27/06/2012

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Cash Flow Statement for the year ended 31/03/2012 Year Year S. no Particulars 2011-12 2010-11 A CASH FLOWS FROM OPERATING ACTIVITIES Profit / Loss Before Taxes 20504950 6806294 Depreciation & Amortisation 4462213 3198572 Provision for Income tax 0 Loss on sale of fixed assets 0 Interest Paid 180190 2015598 Non Operating Expense 3189498 -1038368 Profit on sale of investment 0 Operating profit before working capital changes 28336851 10982096 MOVEMENT IN WORKING CAPITAL Increased/decrerse in Inventories -2752836 -4092025 Increase/decrase in sundry debtors 11068408 Increase/decrease in loans & advances -56095737 -8576197 Increase/decrease in creditors -28404011 20105211 Increase/decrease in other current Liability & Provisions 1832711 -2015598 Less: Non Operating Income 25390236 -99741701 5421391 CASH GENBERATED FROM ( USED IN OPERATIONS) -71404850 16403487 B CASH FLOWS FROM INVESTING ACTIVITIES Purchases of fixed assets -5115176 -438600 Reduction/ Addition in capital work in progress 0 Increase in Non Current Asset -105600 1038368 Depreciation taken back of fixed assets 0 Net of Interest Income from Investment 22200738 Net Cash Flow from/(used in) investing activities 16979962 599768 C CASH FLOWS FROM FINANCING ACTIVITIES Increase in capital 0 Increase/Decrerse in Unsecured Loans 0 Proceeds from Long term borrwoings 95048656 -16348258 Proceeds from Working Capital Limit -42404153 Increase in investment 0 Deffered Tax liabililies 0

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Less: Finance Charges 180190 Cash Flow from Financing Activites 52464313 -16348258 NET INCREASE/DECREASE - ( A +B +C ) -1960575 654997 Cash & Cash Equivalents - Opening Balance 2360021 1705024 Cash & Cash Equivalants- Closing Balance 399446 2360021 CASH FLOW ANALYSIS 1) Net Cash Flow from Operting Activities -71404850 16403487 2) Net Cash Flow from Investing Activites 16979962 599768 3) Net Cash Flow from Financing Activities 52464313 -16348258 Total Increase/ Decrease in Cash -1960575 654997 Opening Cash and Bank Balance 2360021 1705024 Closing Cash & Bank Balance 399446 2360021




Sd/- Partner Drishti Adiani Director (Riddhi Patel) Membership No. 127218

Sd/-


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PROXY FORM Registered Folio No: No of Shares held: I/We ___________________of ___________________ being Member / Members of Relish Pharmaceuticals Limited, hereby appoint Shri / Smt._______________ of _______________ or failing him Shri / Smt._______ of _____________ as my/ our proxy to vote for me/ us and on my/us behalf at the Annual General Meeting of the Company to be held on 28th Day of September, 2012 at 12.30 p.m. Signed by the said _____________ day of ____________ 2012.

Signature:_______________________________________

Applicable to the members holding shares in electronic form. NOTE: The proxy to be effective should be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. ATTENDANCE SLIP Please complete this Attendance slip and hand it over at the entrance of the Meeting Hall. It helps us to make proper arrangements. Failures to bring this Attendance Slip create unnecessary inconvenience to you. Please write below Reg.Folio No: I hereby record my presence at the Annual General Meeting of the Company held at 1-2 Moon Light 3rd Floor Opp. Gurukul Drive-In-Road, Memnagar, Ahmedabad – 380052 on the 28th Day of September, 2012 at 12.30 p.m. Full Name of the Members/Proxy___________________________________ (In Block Letters, to be filled in if the proxy attends instead of the Member)

__________________________

Members/ Proxy Signature Application to the members holding shares in electronic form. NOTES: 1. Members/ Proxy holders are requested to bring their copy of the Notice with them at the Meeting. 2. Please carry with you this Attendance Slip and hand over the same duly completed, stamped signed at the space provided, at the entrance of the Meeting Hall. 3. Shareholders / Proxy holders should bring their copy of the Annual Report for the meeting.

Affix Rs. 1 Revenue Stamp

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If Undelivered, please return to:- Relish Pharmaceuticals Limited 1-2 Moon Light 3rd Floor Opp. Gurukul Drive-In-Road, Memnagar, Ahmedabad – 380052 E-mail id: [email protected] Website: www.relishpharma.com

TÇÇâtÄ exÑÉÜà [email protected] be and is hereby appointed as Director of the company whose term...

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