Directors Report of Dr. Sabharwal's Manufacturing Labs Ltd.

Mar 31, 2013

The Directors have pleasure in presenting the 29th Annual Report of the Company for the year ended 31st March, 2013.

WORKING RESULTS:

The comparative results for the year and those of previous year are summarised below :

2012-2013 2011-2012

1. Operating Profit/Loss before Interest & 8098927.31 4704428.73 Depreciation.

2. Less: Interest

3. Profit/Loss before Depreciation 8098927.31 4704428.73

4. Less Depreciation 923654.77 941547.16

5. Profit/Loss after Depreciation and Interest 7175272.54 3762881.57

6. Add : Provision for Deferred Tax Liability 680778.88 139483.33

7. Less : Provision for Taxation (3100000.00) 1350000.00

8. Net profit/Loss after Taxation 4756051.42 2552364.90

9. Adjustment relating to previous year & Taxation

10. Loss/Profit available for appropriation

11 Transfer to General Reserve 237800.00

12. Less Dividend 1200000.00 800000.00

13. Less Dividend Tax 194670.00 129780.00

14. Balance Carried over 3123581.42 1622584.90

DIVIDEND :

Your Directors are recommending a Dividend @ 15% i.e. 1.50 per share subject to approval in the ensuing Annual General Meeting.

PERFORMANCE: During the year under report despite stiff competition in the domestic as well as overseas market, the sales of your Company have increased marginally to Rs.568.43 lacs as against Rs. 563.13 lacs during the previous years. However, the Company has been able to earn a Net profit of Rs.71.75 lacs as against Rs. 37.62 lacs during the previous year after changing intervation Depreciation.

FUTURE PROSPECTS:

Your Directors are happy to announce that the Company after getting ISO 9001:2008,13485 Certificate is maintaining the spirit of total quality management and is earning more by reducing rejections and failures. We hope to have more business and growth for the time to come.

DIRECTORS : Dr. Prem Nath Director retires by Rotation at this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 on the Directors''

Responsibility Statement, it is hereby confirmed:

That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

That the Directors selected such accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period. "

That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. ¦*" That the directors prepared the annual accounts on a going concern basis. AUDITORS : M/s A.Kay Mehra & Co., Chartered Accountants, retire at this Annual General meeting and being eligible offer themselves for re-appointment. Compliance certificate: Provision to Sec. 383Aof the Companies Act. 1956, Compliance certificate obtained from a practicing company secretary is enclosed.

INDUSTRIAL RELATIONS:

Directors are pleased to record their deep appreciation for the efforts put in and co-operation extended by the employees at each level. A spirit of team work and cordial relations existed throughout the year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the continued support and accommodation extended by its bankers viz Punjab National Bank through out the year.

Place : New Delhi On behalf of the Board of Directors

Dated : 01.09.2013 Sd/-

Dr. A.R. SABHARWAL

(Chairman)

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Mar 31, 2012

TO, THE SHARE HOLDERS:

The Directors have pleasure in presenting the 28th Annual Report of the Company for the year ended 31st March, 2012.

WORKING RESULTS :

The comparative results for the year and those of previous year are summarised below:

2011-2012 2010-2011

1. Operating Profit/Loss before Interests 4704428.73 2148621.41 Depreciation.

2 Less: Interest - 11495.32

3. Profit/Loss before Depreciation 4704428.73 2137126.09

4. Less Depreciation 941547.16 955099.28

5. Profit/Loss after Depreciation and Interest 3762881.57 1182026.81

6. Add : Provision for Deferred Tax Liability 139483.33 264038.54

7. Less : Provision for Taxation 1350000.00 100000.00

8. Net profit/Loss after Taxation 2552364.90 1346065.35

9. Adjustment relating to previous year & Taxation - -

10. Loss/Profit available for appropriation - -

11. Transfer from General Reserve - -

12. Less Dividend 800000.00 NIL

13. Less Dividend Tax 129780.00 NIL

14. Balance Carried over 1622584.90 1346065.35

DIVIDEND : The board recommends a Dividend of Rs. 1.00 per Share in respect of the Financial Year 2011-2012. The Dividend is approved at the fourth coming Annual General Meeting will be held on 1st Oct. 2012 to Share Holders at the Close of Business on 10th August 2012. As per Income Tax Act 1961, the tax on the Dividend will be borne by the Company.

PERFORMANCE: During the year under report despite stiff competition in the domestic as well as overseas market, the sales of your Company have increased marginally to Rs.563.14 lacs as against Rs 423.27 lacs during the previous years. However, the Company has been able to earn a Net profit of Rs.37.62 lacs as against Rs.11.82 lacs during the previous year.

FUTURE PROSPECTS:

Your Directors are happy to announce that the Company after getting ISO 9001:2008,13485 Certificate is maintaining the spirit of total quality management and is earning more by reducing rejections and failures. We hope to have more business and growth for the time to come.

DIRECTORS : During the year under report- Mrs. Padma Shukla and Shri Virendra Verma were appointed as additional Directors and they hold office till the conclusion of ensuing Annual General Meeting. Smt. Anjana Sabharwal. Director retires by Rotation at this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 on the Directors Responsibility Statement, it is hereby confirmed:

- That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- That the Directors selected such accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period.

- That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

- That the directors prepared the annual accounts on a going concern basis.

AUDITORS: M/s A.Kay Mehra & Co., Chartered Accountants, retire at This Annuai General meeting and being eligible offer themselves for re-appointment Compliance certificate: Provision to Sec. 383Aof the Companies Act 1956, Compliance certificate obtained from a practicing company secretary is enclosed.

PARTICULARS OF DISCLOSURES UNDER SECTION 217 OF THE COMPANIESACT, 1956; Information required under Section 217(2A) and 217(1Xi) of the Companies Act 1956, are given in Annexure. Statement pursuant to section 217(2A) of the companies Act 1956.

Read with the companies (particulars of employees) Rule. 1975

Name, Qualification Designation Nature of duties & Age in years.

Dr. A.R. Sabharwal Managing Managerial MBBS, DMRE LLB, Director & Administrative 77 Years

Smt. A. Sabharwal Director Managerial BA.B.T. Admn. & & Sales 69 Years Sales

Name Remuneration Experience Date of comm- Last Received ence ment of Employment Employment

Dr A R Sabharwal Rs. 24,00,000.00 26 Years. 25.02.91 Self Employed as M.D. of as medical Public ltd. Co. practitioner

Smt A Sabharwal Rs. 12,00,000.00 26 Years. 1.10.94 NIL Director of Public Ltd.Co.

INDUSTRIAL RELATIONS:

Directors are plead to record their deep appreciation for the efforts put in and cooperation extended by the employees at each level. A spirit of team work and cordial relations existed throughout the year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the continued support and accommodation extended by its bankers viz Punjab National Bank through out the year.

Place : New Delhi On behalf of the Board of Directors

Dated : 21st August 2012 Sd/-

Dr. A. R. SABHARWAL

(Chairman)