ADD LIFE PHARMA LIMITED ANNUAL REPORT 2004-2005 DIRECTOR'S REPORT To, The Members, ADD LIFE PHARMA LIMITED Your Directors have pleasure in presenting herewith their Fifteenth Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2005. (Rs.in lacs) (Rs.in lacs) 1. FINANCIAL RESULTS 2004-05 2003-2004 Sales 163.02 - Other income from operations and other income - - Expenses 157.97 - Profit/Loss before making provisions for Interest, Depreciation and Taxation 5.05 9.69 Less : 1. Interest - - 2. Depreciation 9.67 9.69 3. Provision for Taxation - - Profit/Loss for the year (-) 4.62 (-) 22.38 Add : Balance in P & L A/c. (-) 406.98 (-) 384.59 Balance carried to Balance Sheet (-) 411.60 (-) 406.98 2. DIVIDEND : In view of losses suffered by the Company during the year under review, Your Directors express their inability to recommend any Dividend. 3. PRESENT OPERATIONS & FUTURE PROSPECTS : The present operations of the Company has been effected due to non availability of Raw Materials which was attributed due to the insufficient working facilities. 4. DIRECTORS RESPONSIBILITY STATEMENT : Directors confirm : a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made for the same. b) That they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to 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 year. c) That they taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That they have prepared the annual accounts of the going concern basis. 5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO : The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure to this Report. 6. PARTICULARS OF EMPLOYEES : Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.a. during the financial year under review. 7. AUDITORS AND AUDITORS REPORT : You are requested to appoint M/s. Harish V. Gandhi & Co., Chartered Accountants, the retiring Auditors to hold office from the conclusion of this Annual General Meting until the conclusion of the next Annual General Meeting and fix their remuneration. Regarding the Auditors remark for confirmation of debtors, creditors, loans and advances your Directors have to report that the amount outstanding is not material. However your company has send the balance confirmation letters to the concerned parties and shall receive the same within the short time. 8. PERSONNEL : Industrial relations continued to be cordial and harmonious during the year under review. Directors wish to place on record their appreciation for the co-operation received from the staff and workers at all levels. 9. LISTING : The Shares of the Company at present are listed at Ahmedabad, Mumbai and Vadodara. Stock Exchanges. However company has preferred a appeal to securities Appellate Tribunal against rejection by BSE of listing application of company Decision is awaited. 10. DIRECTORS : Mr. P. Shashidharan retires by rotation and is eligible for reappointment. 11. CORPORATE GOVERNANCE : A report of the Corporate Governance and Management discussion and analysis is annexed to and forms part of this report. 12. ACKNOWLEDGMENT : Your Directors place on record their sincere thanks for continuous support of the Banks, Central and State Governments, Office of the Industries Commissioner, valued Customers and devoted workers for their continuous contribution to the growth and progress of the Company. The Directors also express their gratitude to the shareholders for the confidence reposed in the management. Registered Office : For and On Behalf of the Board 412-2/C, Payal Complex, Opp: Fortune Towers, Sayajigunj, VADODARA. Mr. H.I. Patel Dated : August 30, 2005 Director ANNEXURE TO THE DIRECTORS REPORT Disclosure Of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required Under Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in Director's Report) Rules, 1988 and forming part of the Directors' Report for the Year ended 31st March, 2005. A. CONSERVATION OF ENERGY : For and On behalf of the Board Date : August 30, 2005 Mr. H.I. Patel Place : Vadodara Director ANNEXURE - D MANAGEMENT DISCUSSION AND ANALYSIS 1. Overall Review The overall performance during the year 2004-2005 has been satisfactory. 2. Internal Control System and their adequacy Considering the size of the Company, your company has adequate system of internal control to provide reasonable assurance that assets are safeguarded and protected from unauthorized use or disposition. The internal audit is carried out reports reviewed by the Management at regular intervals. 3. Business Environment The performance of the Company for the year under review was satisfactory. 4. Risk and Concern The building, plant and Machinery, vehicle and stocks of Company are adequately insured. 5. Cautionary Statement Statements in this report on Management Discussion and Analysis may be forward looking statements Within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however, differ materially, from those expressed or implied. Important factors that could make a difference to the Company's operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability and changes in government regulation and tax structure economic development within India and the countries with which the company has business contacts and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of forward looking statements which may be amended or modified in future on the basis of subsection developments, information or events. Registered Office : For and On Behalf of the Board 412-2/C, Payal Complex, Opp: Fortune Towers, Sayajigunj, VADODARA. Mr. H.I. Patel Dated : August 30, 2005 Director