ashco niulab 2011 - moneycontrol.com

ASHCO NIULAB INDUSTRIES LIMITED

25TH ANNUAL REPORT 2010-2011

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BOARD OF DIRECTORSASHOAK KOTWAANIChairman & Managing DirectorKANCHAN A. KOTWANIWhole time DirectorSHASHIN RAJNIKANT SHAHDirector - Non Executive Independent DirectorRAJESH S. NAWATHEDirector - Non Executive Independent Director

BANKERSPUNJAB NATIONAL BANKSEEPZ Branch,Andheri (East)Mumbai – 400 096.

AUDITORSGMJ & Co.3rd & 4th Floor, Vaastu Darshan "B",Above Central Bank of India,Azad Road, Andheri (East),Mumbai-400 069.Tel.:+91-22-6191 9222 /200Fax.:+91-22-2684 2221

REGISTRAR AND SHARE TRANSFER AGENTSSYSTEM SUPPORT SERVICES209, Shivai Industrial Estate,Next to Parke-Davis,89, Andheri-Kurla Road,Sakinaka, Andheri (East)Mumbai-400 072Tel.: 022-28500835Fax : 022-28501438

REGISTERED OFFICELab House, Plot No. F-13,Opp. Seepz, Andheri (East),Mumbai – 400 093Tel : 022-67040700/800Fax : 022-28368275

ISIN No.INE 714F01033

COMPLIANCE OFFICERASHOAK KOTWAANI

BRANCHES ATNoida HyderabadKolkata Chennai

ANALYTICAL AND TESTINGLABORATORIESAshco Analytical ServicesLab House, Plot No. F-13,Opp. Seepz, Andheri (East),Mumbai – 400 093.

Ashco Analytical ServicesAp Agro's Complex,HMT TOWNSHIP, P.O. 60-007Narsapur Road, ChintalHyderabad- 500 054

Ashco Analytical ServicesPlot No. – D-70, Sector-2,Noida (U.P.)

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NOTICE is hereby given that the Twenty Fifth Annual GeneralMeeting of the members of ASHCO NIULAB INDUSTRIESLIMITED will be held on Friday 30th December, 2011 at09.30 a.m. at F-13, Lab House, Opp. SEEPZ, MIDC, Andheri(E), Mumbai- 400093 to transact the following business :-

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheetas at 30th September, 2011 and the Profit and Loss Accountfor the eighteen months ended on that date and the Reportsof Directors and Auditors thereon.

2. To appoint Mr. Rajesh Sriniwas Nawathe, Director whoretires by rotation and being eligible offers himself forre-appointment.

3. To appoint Auditors and to fix their remuneration.

Notes:

a) A member entitled to attend and vote at the meeting isentitled to appoint a proxy to attend and vote instead ofhimself, but so that every proxy so appointed shall be amember of the company. Proxies in order to be effectivemust be received at the registered office of the companynot less than 48 hours before the commencement ofthe meeting.

b) Members seeking clarification/s if any, on the financials ofthe company for the period under the review are requested

NOTICE

to address their queries at the Registered office of thecompany at least 7 days prior to the date of Annual GeneralMeeting.

c) Members are requested

i. to notify immediately any changes in their address tothe company’s Share Transfer Agents.

ii. bring their copy of Annual Report and the AttendanceSlip with them at the Annual General Meeting.

d) The Company hereby notifies the closure of Register ofmembers and Share transfer books from Thursday29th December, 2011 to Friday 30th December, 2011 (bothdays inclusive for purpose of Annual General Meeting.)

For and Behalf of the Board

ASHOAK KOTWAANI Chairman & Managing Director

Registered Office:“Lab House”, Plot No. F-13,Opp. SEEPZ, M. I. D. C., Andheri (East),Mumbai – 400 093

Date: 05th December, 2011

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DIRECTORS’ REPORT TO THE MEMBERS

DIRECTORS’ REPORT TO THE MEMBERS

Your Directors present the Twenty Fifth Annual Reporttogether with the Audited Statement of Accounts of companyfor the eighteen months period 1st Apri l , 2010 to30th September, 2011.

OPERATIONS

The sales and other income of the company for the periodeighteen months ended 30th September, 2011 were Rs.17840.99 lacs (Consolidated) as compared to Rs. 8235.42 lacsfor the previous year (Twelve months ended). The net profit forthe period eighteen months ended Rs. 212.93 lacs(Consolidated) as compared to Rs. (103.83) lacs for the previousyear (Twelve months ended).

The Company posted Cash Profit Rs.1167.55 lacs and Net Profitof Rs. 212.93 lacs was arrived at after deducting Depreciation.

DIVIDEND

Your Directors do not wish to recommend any dividend for theyear 2010-11.

ISSUE OF FURTHER CAPITAL BY ISSUE OF ADR/GDR/FCCB/QIP

The Company allotted 337,795,000 Equity Shares of Re. 1 each(Offering at Rs. 1.35 each) in the name of Bank of New York,Mellon, the Depository representing 6,755,900 Global DepositoryReceipts (GDRs) and amount raised thereby not yet repatriated.

CONSOLIDATION OF SHARE CAPITAL

The Company consolidated the Share capital of the Companyinto shares of larger denomination than existing shares duringthe year by consolidating the share capital of the Company from649831000 equity shares of Re1/- per share to 64983100 equityshares of Rs.10/- per share w.e.f. 23rd September, 2010 bypassing appropriate resolution through Postal Ballot.

EXTENSION OF FINANCIAL YEAR OF THE COMPANY:

The Financial Year of the company has been extended fromfifteen months to eighteen months ended 30th September, 2011,by virtue of the approval of jurisdictional Register of Companies,Mumbai, Maharashtra, Hon’ble Ministry of Corporate Affairsdated 12th August, 2011 in pursuance of the application madeby the company with the Registrar of Companies under Section210 (4) of the Companies Act, 1956 in this regard. Accordinglythe annual accounts of the company have been prepared forthe Financial Year ended 30th September, 2011 covering a periodof eighteen month from 1st April, 2010 to 30th September, 2011.

FUTURE OUTLOOK

The Company raised capital from International Marketthrough vide Global Depository Receipt to the tune of

Rs. 337,795,000/- in order to finance Capital expenditure,modernization, diversification and inter-alia to set up subsidiarycompanies outside India to explore overseas market. In line withthe same the company has set up a subsidiary company inHamariya Free Zone Authority, in U.A.E. The company is alsoinfluenced by the Global slowdown in recent time. The recenttrouble being faced by the company are transitory and cyclical.The management feels that in coming period the ongoingproblems will be overcome.

DEPOSITS

The company has not invited or accepted any Public Depositsduring the year.

SUBSIDIARY COMPANY

Your company has already setup 100% Subsidiary abroad underthe name and style Ashco Niulab FZE at Hamariya Free ZoneAuthority UAE in order to cater to the need of international market.The Subsidiary company has started its commercial operations.

As per approval granted by the Ministry of Corporate Affairsvide circular No. 02/2011 dated February 8, 2011, copies of theBalance Sheet, Profit and Loss Account, Report of the Board ofDirectors and Auditors of the Subsidiary companies are not beingattached to the Balance sheet of the Company. The AnnualAccounts of the Subsidiary company and related detailedinformation relating to that will be made available to shareholdersat the registered office the company at any point of time.

STATUTORY INFORMATION

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, requiring disclosure of particulars regardingConservation of Energy, Technology Absorption and ForeignExchange Earnings and Outgo given in the prescribed format isannexed hereto (Annexure-I) and forms part of this report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of section 217(2A) of theCompanies Act, 1956 and the Rules framed thereunder,(Including any amendment, reenactment and modificationthereof) and read with circular issued by Hon’ble Ministry ofCorporate Affairs in this regard, there is no employee in thecompany who if employed throughout the financial year was inreceipt of remuneration for that year which, in aggregate wasnot less the sum prescribed for.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956& also Company’s Articles of Association of the companyMr. Rajesh Sriniwas Nawathe, Director retires by rotation

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and being eligible of re-appointment offers himselffor re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 2000,the Directors confirm that:

1. in the preparation of the annual accounts, the applicableAccounting Standards have been followed with properexplanation relating to material departures;

2. appropriate accounting policies have been selected andapplied consistently, and have made judgements andestimates that are reasonable and prudent so as to give atrue & fair view of the state of affairs of the company as at30th September, 2011 and of the loss of the company forthe financial year ended on that date;

3. proper and sufficient care has been taken for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956 forsafeguarding the assets of the company and for preventing& detecting fraud & other irregularities;

4. the annual accounts have been prepared on a goingconcern basis.

CORPORATE GOVERNANCE REPORT

A detailed compliance report on Corporate Governance isprovided elsewhere in the Annual Report. Practicing CompanySecretary’s Certificate on Compliance with the conditions ofCorporate Governance under clause 49 of the Listing Agreementis also provided in the Annual Report.

AUDITORS’ REMARKS

The observations made by the Auditors with reference to Notesto the Accounts for the year under report are self-explanatoryand need no further comments from the Directors.

AUDITORS

M/s. GMJ & Co., Chartered Accountants, the Auditors of thecompany retire at the conclusion of this Annual General Meetingand are eligible for re-appointment.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation of the valuableco-operation and support of Customers, Shareholders,Company’s Bankers, and Government Authorities. The Boardalso wishes to express its appreciation to all the employees ofthe company for their contribution to the operations of thecompany during the year.

For and on behalf of Board

ASHOAK KOTWAANICHAIRMAN & MANAGING DIRECTOR


Date : 05th December, 2011

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ANNEXURE – “I” TO THE DIRECTORS’ REPORT

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A. Conservation of Energy

A. Conservation of Energy : Power used in the company is drawn by different equipments fromcommon source. Besides this Generator & UPS are also used as backup source. The company has designed & installed power distributionsystem perfectly well to utilize the power at optimum levelof requirement. Laboratory building is designed in such a waythat during day time no artificial lighting is necessary in the Laboratory.During the year under review all possible efforts were made to ensureoptimum conservation of Electricity at all the Units of the company.

ii. Additional investments and proposals, : Nilif any, being implemented for reductionof consumption of energy

iii. Impact of the measures at (i) and : Not Applicable(ii) above for reduction of energyconsumption and consequent impact onthe cost of production of goods

iv. Total energy consumption and energy : Not Applicableconsumption per unit of production

B. Technology Absorption : Not Applicable

C. Foreign Exchange Earnings and Outgo

i. Activities relating to exports, initiatives : Niltaken to increase exports, developmentof new export markets for products and services and export plans

(Rs. in Lacs)ii. Total foreign exchange used and earned

Current Year Previous Year (01.04.2010 to (01.04.2009 to

30.09.2011) 31.03.2010)

Foreign Exchange Earned 4181.68 1597.41Foreign Exchange used:Traveling 24.39 21.47Advertisement Nil NilConsumable Stores and Spares Nil NilPurchases 699.37 153.49

For and on behalf of Board



Date : 05th December, 2011

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DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT

Name of the Date of Date of Qualification Expertise No. of Companies Chairman / ShareholdingDirector Birth Appointment in specific in which Member of in the

areas outside the comm- CompanyDirectorship ittee(s) of (no. of

was held the Board shares)as on 31st of the

September, 2011 companieson which heis a Directoras on 31stSeptember,

2011

Mr. Rajesh 22nd July, 30th June, M.Com Finance &Sriniwas 1961 2007 AccountsNawathe

1. TantrasoftSolution (India)Private Limited.

2. Crystal FRTForwardersPrivate Limited.

3. OmegaInteractiveTechnologiesLimited.

4. MykindasiteInternationalPrivate Limited.

5. Sharda CapsecLimited.

2001. Board ofDirectorsMeeting.

2. AuditCommitteeMeeting.

3. InvestorGrievanceCommitteeMeeting.

4. RemunerationCommitteeMeeting.

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Name Category No.of Whether No. of Directorships No. of committees No.ofBoard attended in other public positions held otherMeetings AGM held companies in other public Direc-attended on 29th companies* torship**during September10-11 2010

Chairman Member Chairman MemberMr. Ashoak Kotwaani Promoter,

Non-IndependentExecutiveChairman 11 Yes 1 1 — — 1

Mrs. Kanchan Kotwani Promoter,Non-IndependentWhole time Director 11 Yes — 1 — — —

Mr. Rajesh Nawathe Non-ExecutiveIndependent Director 11 Yes — — — — —

Mr. Shashin Shah Non-ExecutiveIndependent Director 08 Yes — — — — —

*represents chairmanship/membership of Audit, Remuneration, Executive & Shareholders Grievance Committee.**excluding directorship in private Ltd. Companies

REPORT ON CORPORATE GOVERNANCE

1.2 Board Meetings

The name & category of the directors on the board, attendance at the board meeting during the year & at the last AnnualGeneral Meeting and also no. of directorship & committee membership held by them in other companies are given below :

A. Company’s Corporate Governance Philosophy :

The Company has adopted the best practices in the areasof Corporate Governance. In this fiercely competitivebusiness environment, management & employees of thecompany are committed to obtain the core values of thetransparency, integrity, honesty, accountability which arefundamental to the Ashco Group.

The policy guidelines, code of conduct & ethics for the Boardof Directors & Senior Management,legal compliancereporting system, model code of conduct for prevention ofinsider trading is already in place and company has alsoconstituted audit committee, remuneration committee,shareholders grievance committee, nomination committee,ethics & compliance committee for effective corporategovernance.

Company believes that good corporate governance bringsabout sustained corporate growth & long term benefit forstakeholders. Company continues to follow procedures &practices in conformity with the code of corporategovernance as enunciated in the listing agreement.

The details of the implementation of the code are mentionedin the following paragraphs.

1. The Board of Directors

1.1 Composition & Size of the Board :

The company has Executive Chairman. Number ofindependent directors are 50% of the total numberof directors. None of the directors of the board ismember on more than 10 committees & Chairmanof more than 5 committees (as specified in Clause

49), across all the companies in which he is director.The necessary disclosures regarding committeepositions have been made by the directors.

Particulars of Directors are as follows:

Mr. Ashoak Kotwaani Chairman & ManagingDirector aged 58 years, is Gold Medallist in Msc.(Physics) has more than 32 years of experience inthe Analytical Equipment Industry. He is in chargeof all matters pertaining to the day to day workingof the company.

Mrs. Kanchan Ashoak Kotwaani Whole timeDirector aged 54 years is Arts Graduate and expertin Administration and General management.

Mr. Rajesh Sriniwas Nawathe aged 51 years wasappointed as additional director on 30th June, 2007and on 28th September,2007 he was reappointedas Non Executive Independent Director of thecompany. He is Masters in Commerce (M.COM)and having wide knowledge in areas of accounting,finance, human resources, import, export, materialmanagement etc, and is having DIEM and DMMcertificates to his credit. He has more than 20 yearsof experience in Instrumentation Industry.

Mr. Shashin Rajnikant Shah aged 38 years wasappointed as additional director on 30th June, 2007and on 28th September, 2007 he was reappointedas Non Executive Independent Director of thecompany He is a commerce graduate and is havingwide accounting knowledge. He has over decadesof experience in various areas of industry.

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2. ATTENDANCE AT BOARD MEETING

Eleventh Board Meetings were held during eighteen monthsand the Financial Year 2010-2011 & gap between twomeetings did not exceed four months. The dates on whichBoard Meetings were held are as follows:

1) 16.04.2010, 2) 15.05.2010, 3) 31.07.2010, 4) 09.08.2010,5) 01.09.2010, 6) 13.09.2010, 7) 13.11.2010, 8) 29.01.2011,9) 11.03.2011, 10) 14.05.2011, 11) 13.08.2011.

Dates for the Board Meeting in the ensuing year are decidedwell in advance & communicated to the directors. The boardmeetings are usually held at the registered office of thecompany. Agenda notes are sent to the directors in advance.Additional meetings of the board are held as when deemednecessary by the board. The information as required underAnnexure 1A to the clause 49 is being made available tothe board.

The board periodically reviews compliance report of all lawsapplicable to the company. The steps are taken by thecompany to rectify instances of the non compliance, if any.

The company has adopted the Ashco Code of Conduct fordirectors & for senior management personnel & otherexecutives of the company. The company has receivedconfirmation from the directors as well as seniormanagement personnel regarding compliance of the codeduring the year under review. These codes are posted onthe website of the company.

None of the Directors is related to other Directors, exceptMrs Kanchan Kotwani who is wife of Mr Ashoak Kotwaani.

3. RE-APPOINTMENT OF DIRECTORS LIABLE TO RETIREBY ROTATION.

In accordance with the provisions of the CompaniesAct, 1956 & also Company’s Articles of Association of thecompany Mr. Rajesh Sriniwas Nawathe, Director retires byrotation and being eligible of re-appointment offers himselffor re-appointment.

4. AUDIT COMMITTEE MEETINGS:

The Company had constituted Audit Committee on10th December, 2005. Scope of activities of Audit Committeeis as set out in clause 49 of the listing agreement enteredinto with stock exchanges read with Section 292A of theCompanies Act, 1956. The terms of reference of AuditCommittee including its power, role etc, has already beenset in the place.

Mr. Rajesh Nawathe is the Chairman of the Audit Committee.The audit committee met 7 times during the yeara) 15.05.2010, b) 31.07.2010, c) 01.09.2010, d) 13.11.2010,e) 29.01.2011, f) 14.05.2011, g) 13.08.2011.

The following Directors were present in all the auditcommittee meetings.

Sr. Name of CategoryNo. the Members

1. Mr. Rajesh Nawathe Independent Director

2. Mr. Shashin Shah Independent Director

3. Mr. Ashoak Kotwaani Managing Director

Audit Committee Meeting was attended by Auditors of theCompany & officials of the Accounts Department.The necessary quorum was present at the meeting.

The Company Secretary of the Company is the secretaryto the Audit Committee meeting during the period of01st April, 2010 to 30th September, 2011 (18 months)Financial Year ended 30th September, 2011.

5. REMUNERATION COMMITTEE:

The broad terms of reference for duly constitutedremuneration committee are as follows:

a. Review Performance of Managing Director & Whole-time Director after considering company’s performance.

b. Recommend to the board remuneration including salary,perquisites & commission to the company’s ManagingDirector & Whole-time Director.

c. Finalise the perquisites package to the ManagingDirector & Whole-time Director within overall ceiling fixedby the board.

d. Recommend to the board retirement benefits to bepaid to the Managing Director & Whole-time Directorunder retirement benefit guidelines to be adopted bythe board.

The Remuneration Committee met on 30th June, 2011 wherein following members were present

Sr. Name of CategoryNo. the Members

1 Mr. Rajesh Nawathe Independent Director

2 Mr. Ashoak Kotwaani Chairman & ManagingDirector

Chairman Mr. Rajesh Nawathe was present during thatmeeting.

The company has complied with the non mandatoryrequirement of the Clause 49 regarding remunerationcommittee.

Company pays Sitting Fees of Rs. 3000/- per meeting tothe Non-Executive Directors for attending meetings of theboard.

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The details of remuneration paid to the Non Executive Directors for the period from 1st April, 2010 to 30

th September, 2011

are as follows:

Name of the Director Salary Perquisite Commission Sitting FeesAllowances

Mr. Rajesh Nawathe NIL NIL NIL 81,000/-

Mr. Shashin Shah NIL NIL NIL 57,000/-

6. INVESTORS GRIEVANCES / SERVICES

1. Terms of Reference : The company has formedInvestors / Shareholders Grievances Committee withthe following terms of reference :

a. Ensure redressal of shareholders & Investorscomplaint related to the transfer of shares, nonreceipt of receipts etc.

b. Redressal of Investors complaint in respect to nonreceipt of dividends etc.

Composition of Committee: Chairman-Mr. RajeshNawathe Mr. Shashin Shah-Member, Mr. AshoakKotwaani-Member, Company Secretary is the secretaryto the Investors Grievances Committee.

2. During the year under review company has received 2(Two) no. of complaints from investors all of which werereplied or resolved to the satisfaction of the investors.

IN ADDITION TO THE ABOVE COMMITTEES THE BOARDHAS CONSTITUTED FOLLOWING COMMITTEES:

1. ETHICS & COMPLIANCE COMMITTEE:

As required under Securities & Exchange Board of India(Prohibition of Insider Trading) Regulation 1992.This committee was formed on 10th December, 2005 date.Mr.Rajesh Nawathe is Chairman of the committee & Mr.Ashoak Kotwaani-Executive is Member.

Company Secretary of the Company is the secretary to theEthics & Compliance Committee. Ethics & ComplianceCommittee is to

● set forth the policies relating to and oversee theimplementation of the Code.

● take on record the status reports prepared by theCompliance Officer detailing the dealings in Securitiesby the Specified Persons on a monthly basis.

● decide penal action in respect of violation of theRegulations / the Code by any Specified Person.

2. EXECUTIVE COMMITTEE:

Executive Committee was constituted on 31st January, 2006.Executive Committee consists of Mr. Rajesh Nawathe asChairman. Mr. Shashin Shah, Mr. Ashoak Kotwaani &Mr. Manohar Kotwani are member of the same.The Company Secretary of the Company is the secretary

to the Executive Committee. The terms of reference ofExecutive Committee are

1. Reviewing company performance.

2. Progress on new projects undertaken by the company.

3. Review major issues and opportunities.

4. Debate on process that transcend all businesses.

OTHER DIRECTORSHIPS AND MEMBERSHIP OFCOMMITTEES (AS OF DATE)

1. Mr. Ashoak KotwaaniAshco Niulab Exports Limited.ANKK MediaArts Private Limited.Ashco Niulab FZE.

2. Mrs. Kanchan A KotwaniAshco Niulab Exports Limited

3. Mr. Shashin ShahNil

4. Mr. Rajesh NawatheTantrasoft Solution (India) Private Limited.Crystal FRT Forwarders Private Limited.Omega Interactive Technologies Limited.Mykindasite International Private Limited.Sharda Capsec Limited.

7. DISCLOSURES ON NON COMPLIANCES, RELATEDPARTY TRANSACTIONS, IF ANY

The Company has complied with the requirement ofregulatory authorities on Capital Markets and no penalties/strictures have been imposed against the company in thelast three years.

Related party transactions have been disclosed in NoteNo. R of the “Notes to Accounts.”

8. MEANS OF COMMUNICATION

Timely disclosure of information on business and financialperformance of the company is an integral part of goodgovernance.

Your company disseminates information about its operation,business and financial performance to stock exchanges,media, shareholders, analysts and society at large.The Quarterly/Half yearly results were announced within aperiod of 45 days of the end of each quarter while the auditedresults were announced within 30 days of the end of the

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financial year as permitted by law. The particulars of yourcompany, its business and operations are available on thecorporate website www.ashconiulab.com

The results were published, interalia, in “The Free PressJournal”, “and Navshakti” (vernacular) in Mumbai Edition.These newspapers have been selected on the basis of theircirculation and in the areas where vast majority of ourshareholders are located.

Regular updates and developments impacting the businessand financials together with data on shareholding patternetc. are also notified to the The Bombay Stock Exchange &National Stock Exchange, Mumbai. Same information is alsoshared with media and the investor community

The Board Report deals with all matters stipulated underthe Management Discussion and Analysis Report.

9. GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting

a. Whether Special Resolution were put through Ballot? No

b. Are votes proposed to be conducted through? No

c. Details of Extra-ordinary General Meeting:

During the period under the review

1. Special Resolutions were passed through means of postal ballot on 13th September, 2010 for 1) Consolidation of the ShareCapital of the Company into shares of larger denomination under section 94 (1) (b) of the Companies Act, 1956.

All the resolutions were passed with 3/4th majority. CS Prabhat Maheswari, Mumbai was Scrutinizer and the ManagingDirector and the Company Secretary was responsible for the entire Postal Ballot exercise.

A) Date, Time and Venue of AGM 30th December, 2011 at 09.30 A.Mat F-13, Lab House Opp SEEPZ, MIDC, Andheri(E), Mumbai - 400 093

B) Dates of Book Closures 29th December, 2011 to 30th December, 2011

C) Special Resolutions No Special Resolution was passed at the last AGM.

D) Financial Calendar

Financial Reporting for

Un-audited Financial Results for quarter ending 31st December, 2011 On or before 15th February, 2012

Audited Financial Results for the Year ending March 31, 2012 On or before 31st May, 2012

Annual General Meeting for the Year ended March 31,2012 Before the end of September, 2012

E) Date of Book Closure and Annual General Meeting in last three years:

Year Date of Book Closure Date of AGM LocationFrom To

2007-2008 29-12-2008 30-12-2008 30-12-2008 Lab-House, Plot No. F-13, MIDC, Opp. SEEPZ,Andheri (East), Mumbai – 400 093


2009-2010 23-09-2010 29-09-2010 29-09-2010 Hotel Tunga International, B-11, Central Road,MIDC, Andheri (East), Mumbai – 400 093


F) Stock Exchanges on which Company’s shares are listed.

The company’s shares are listed & being traded at the following Stock Exchange.

Stock Scrip Code (BSE) : 517565

Symbol (NSE) : ASHCONIUL

International Securities Identification Number (ISIN) : INE 714F01033(For dematerialized shares)

The Company has been regular in paying the listing fees to the Stock Exchanges.

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G) Dematerialization of Shares and LiquidityAll Shares of the Company are under compulsory dematerialization for delivery on transfer. As at 30th September, 2011the number of shares of the Company in demat form stood at 64646092 out of the total 64983100 shares issued by theCompany.

H) Registrars and Share Transfer Agents

System Support Services209, Shivai Industrial Estate89, Andheri Kurla Road, Sakinaka, Andheri (East),Mumbai – 400 072Fax: 022 - 2850 1438, Tel.No: 022 - 2850 0835

I) Share Transfer SystemTrading in Equity Shares of the Company is permitted only in dematerialized form. Shares lodged for transfer inphysical form are in-warded, scrutinized, verified, transferred and dispatched between 10 to 15 days from the date ofreceipt, if the documents are in order in all respects. Documents having deficiency are rejected and dispatched backto transferee citing reason for rejection. Where requests for dematerialization are received simultaneously, the sameare also processed separately.

J) Market Price Data

BSE NSE

Months High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

Apr-2010 1.18 1.14 1.20 1.10May-2010 1.01 1.00 1.05 1.00June-2010 0.88 0.84 0.90 0.85July-2010 0.90 0.87 0.95 0.85Aug-2010 0.85 0.80 0.85 0.80Sept-2010 0.80 0.75 0.80 0.75Oct.-2010 7.01 6.50 7.00 6.60Nov.-2010 6.49 6.01 6.60 6.05Dec.-2010 5.62 5.19 5.60 5.40Jan.-2011 3.79 3.63 3.80 3.65Feb.-2011 3.10 3.00 3.00 2.95Mar.-2011 2.87 2.53 2.65 2.50April-2011 3.18 3.05 3.15 3.00May-2011 2.81 2.65 2.80 2.70June-2011 2.80 2.64 2.75 2.70July-2011 2.73 2.60 2.85 2.60Aug-2011 2.07 1.90 2.00 1.90Sep.-2011 2.25 2.13 2.40 2.00

DEMAT99.48%

PHYSICAL0.52%

PHYSICAL

DEMAT

PHYSICAL5.92%

NSDL55.49%

CDSLL38.59%

CDSL

NSDL

PHYSICAL

SHAREHOLDERS HOLDING SHARES INDEMAT & PHYSICAL FORM

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K) Distribution of Shareholding as of 30th September, 2011

Shareholding Number of Shares % of Shares Number of Shareholdersof Nominal valueof Rs. 10/- each

Demat Physical Total Demat Physical Total Demat Physical Total

1 – 10 814 0 814 0.000 0.000 0.000 104 0 104

1 – 500 2145485 285808 2431293 3.302 0.440 3.741 9637 846 10483

501 – 1000 1714236 15400 1729636 2.638 0.024 2.662 1973 20 1993

1001 – 2000 1585016 23000 1608016 2.439 0.035 2.475 986 16 1002

2001 – 3000 1083992 0 1083992 1.668 0.000 1.668 417 0 417

3001 – 4000 734314 7200 741514 1.130 0.011 1.141 205 2 207

4001 – 5000 1005934 0 1005934 1.548 0.000 1.548 211 0 211

5001 – 10000 2455324 5600 2460924 3.778 0.009 3.787 325 1 326

10001 & Above 53921791 0 53921791 82.978 0.000 82.978 318 0 318

Shares in Transit

Total 64646092 337008 64983100 99.481 0.519 100.000 14072 885 1495

L) Shareholding Pattern as on 30th September, 2011

Sr. No. Category No. of Shares held Percentage of shareholding

A Promoter’s Holding

1 Promoter’s

Indian Promoters 58,86,127 9.058%

Foreign Promoters — —

2 Persons acting in concert(Director’s relative) — —

Sub-Total 58,86,127 9.058%

B Non –Promoter’s Holding

3 Institutional Investors

a) Mutual Funds and UTI 1279500 1.969%

b) Bankers, Financial Institutions,Insurance Companies,(Central / State Govt. Institutions /Non Government Institutions) — —

C FIIs — —

Sub-Total 12,79,500 1.969%

4 Others

a) Private Corporate Bodies 66,55,481 10.242%

b) Indian Public 1,84,24,743 28.353%

c) NRIs / OCBs 2,37,249 0.365%

d) Shares held by Custodians andagainst which Depository Receiptshave been issued 32500000 50.013%

TOTAL 64983100 100

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M) Nomination Facility

Shareholders holding shares in physical form and desires of making nomination is respect of their shareholding in thecompany, as permitted under Section 109A of the Companies Act, 1956, are requested to submit to the RTA theprescribed Form 2B for this purpose.

N) Outstanding GDRs / ADRs or any convertible instruments : N. A.

conversion date and likely impact on equity

O) Investors Correspondence: - System Support Services209, Shivai Industrial Estate89, Andheri Kurla Road,Sakinaka, Andheri (East),Mumbai – 400 072Tel: 022 - 2850 0835, Fax: 022 - 2850 1438

10 Disclosures:

a. Disclosures on materially significant related party transactions i.e., transactions of the Company of material nature, with itspromoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with theinterests of Company at large.

There is no material transaction with any related party which may have potential conflict with the interests of the Companyat large. However the company has annexed to the accounts a list of related parties as per Accounting Standard 18 andthe transaction entered into with them.

b. Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or SEBIor any statutory authority, on any matter related to capital markets, during the last three years.

Neither any non-compliance with any of the legal provisions of law has been made by the Company nor has any penalty,structure has been imposed by the Stock Exchanges or SEBI or any other statutory authority or any matter related tocapital markets, during the last 3 years.

FOR AND ON BEHALF OF THE BOARD


PLACE : MumbaiDate : 05th December, 2011.

15

FORWARD LOOKING STATEMENTSThis report contains forward looking statement which may beidentified by their use of words like “plans”, “expects”, “wills”,anticipate, believes, intends, projects estimates or other words ofsimilar meaning. All the statement that address expectation orprojections about future, including but not limited to statementsabout company’s strategy for growth, product development, marketposition, expenditures and financial results are forward lookingstatements. The forward looking statements are based on certainassumptions and expectations of future events. The companycannot guarantee that these assumptions and expectations areaccurate or will be realized. The company’s actual results,performance or achievements could thus differ materially fromthose projected in any such forward looking statements on thebasis of any subsequent developments, information or events.

INDIAN ECONOMYIndian economy can’t remain untouched by any economic turmoilin the rest of the world. The present economic slowdown in Indianeconomy and rising inflationary situation and increased interestrate has also affected the operations of the company to someextent. But it is expected that nations’ economy will return to along term growth pace of 9 % as Inflation slows and Governmentextends a record of market opening policies. But considering thepresent economic situation and present policies of the Governmentof India it will be the endeavor of the management of the companyto come upto the expectation of all stakeholders to face competitionwith its relentless effort and to overcome the ongoing problemsbeing faced by it through a well devised strategy.

EXPANSIONThe company raised funds from International Market to the tune ofRs.337,795,000/- through the route of GDR and invested the sameto set up wholly owned subsidiary company abroad under the nameand style Ashco Niulab FZE in Hamariya Free Zone Authority inU.A.E. in line with its expansion plan during the year. The companyis harnessing all possibilities of achieving the synergies that wereexpected from merger of the Company in the year 2009.

OUTLOOK ON OPPORTUNITIES● OUTLOOK ON THREATS, RISK AND CONCERNS:

Risk factors & risk mitigation is one of the main item ofagenda at the regular periodical board meeting. The Boarddeliberates on the same & takes suitable steps wheneverthreats are perceived.

SEGMENT-WISE PERFORMANCEDuring the previous year the Company operated in single segmentviz. Analytical Instruments, its accessories and services.

● INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYThe company has adequate internal control procedurescommensurate with the size of the company and nature ofits business. These business control procedure ensuresefficient use and protection of the resources and compliancewith the policies, procedures and statutes. The internalcontrol system provides well-documented policies,guidelines, authorizations and approval procedures.The prime objective of the internal control procedure is totest the adequacy and effectiveness of all internal controlslaid down by the management and to suggest improvements.

MANAGEMENT DISCUSSION AND ANALYSIS

● FINANCIAL PERFORMANCEThe Sales and Other Income of the company for the financialyear 2010-11 are 12,239.66 Lacs. The Company postedcash Loss of Rs. of 293.84 Lacs and net loss of Rs. 1,248.45Lacs was arrived at after deducting Depreciation.

The figures for the year 2010-11 are not comparable withfigures of last year. The figures for the year 2009-10 are fortwelve months and that of current financial year are madefor eighteen month pursuant to the order of Hon’ble Registrarof Companies sanctioning extension of Financial Year ofthe company upto eighteen months ended 30th September, 2011.Hence the financials are to be understood accordingly.

● STATUTORY COMPLIANCE :On obtaining confirmation from various departments &branches of the company of having complied with all thestatutory requirements, a declaration regarding compliancewith the provisions of the various statutes is made byManaging Director at each Board Meeting. The companysecretary as compliance officer ensures compliance withthe SEBI regulations & provisions of the listing agreement.The Company secretary as compliance officer for preventionof Insider Trading Regulations ensures compliance with theAshco guidelines on Insider Trading. After the resignationof Company Secretary the Managing Director is coordinatingand ensuring all the compliances based on advice byPracticing Professional on need basis and soon takenecessary to employ a whole-time company secretary andtake corrective steps wherever necessary.

● CONTINGENT LIABILITIES :The details of contingent liabilities are given in Schedule Rof the notes of Balance Sheet & Profit & Loss.

● INDUSTRIAL RELATION / HUMAN RESOURCEMANAGEMENT :Industrial relation remain normal at all locations.The development of human resources is key strategicchallenge in order to prepare people for future responsibilitiesin terms of professional skills as well as business skills. Thecompany is investing in modernization & training of manpowerfor upgrading the skills. It has been company’s constantendeavor to train & develop human resources to meet thechallenges the company faces. The company continues toinduct competent professionals for its present & future needs.The company provides excellent & challenging atmospherethrough various systems & process in place like induction,training, performance management, etc. to enable theemployees to give the best. Training imparted iscomprehensive, covering knowledge, skill and attitude apartfrom mandatory courses in safety and environment process.

FOR AND ON BEHALF OF THE BOARD


PLACE : MumbaiDate: 05th December, 2011.

16

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATEToThe Members,ASHCO NIULAB INDUSTRIES LIMITED

We have examined the compliance of conditions of Corporate Governance by ASHCO NIULAB INDUSTRIES LIMITED for theperiod ended 30th September, 2011 as stipulated in Clause 49 of the Listing Agreement of the company entered into with StockExchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited toprocedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the CorporateGovernance. This certificate is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company hascomplied with the conditions of Corporate Governance as stipulated in the clause 49 of the Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or

effectiveness with which the management has conducted the affairs of the company.

For GMJ & ASSOCIATES COMPANY SECRETARIES

(P. MAHESHWARI)PARTNER

M. No.: FCS 2405, C.P. No. : 1432Place : MumbaiDate : 05th December, 2011.

17

AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors,Ashco Niulab Industries Limited,

1. We have audited the attached Consolidated Balance Sheetof Ashco Niulab Industries Limited and its wholly ownedsubsidiary as at 30th September, 2011 and alsoconsolidated Profit and Loss Account and consolidatedCash Flow Statement for the eighteen months period endedon that date annexed thereto. These financial statementsare the responsibility of the management of the Companyand have been prepared by the management on the basisof separate financial statement and other informationregarding components. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accounting principlesused and significant estimates made by the management,as well as evaluating the overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.

3. We did not audit the financial statement of the wholly ownedsubsidiary company, whose financial statement reflect totalassets of Rs. 80.13 Crores as at 30th September, 2011and total revenue of Rs. 56.01 Crores for the period endedon that date. These financial statements and other financialinformation has been audited by the other auditor whosereport has been furnished to us by the management, andour opinion is based solely on the reports of other auditor.

4. We report that the consolidated financial statements havebeen prepared by the Company’s Management inaccordance with the requirements of Accounting Standard(AS) 21, ‘Consolidated Financial Statements’; AccountingStandard (AS) 23, ‘Accounting for Investments in Associates

in Consolidated Financial Statements’ and AccountingStandard (AS) 27 ‘Financial Reporting of interest in JointVentures’ issued by the Institute of Chartered Accountantsof India.

5. Based on our audit and on consideration of reports of otherauditors on separate financial statements and other financialstatements of the components and read with other notes ofSchedule No. ‘R’ and to the best of our information andaccording to the explanations given to us, we are of theopinion that the attached consolidated financial statementsgive a true and fair view in conformity with the accountingprinciples generally accepted in India, subject to Note No.1m (ii) of the Notes to the Accounts for non provision ofgratuity liability and leave encashment as the same isaccounted for on cash basis:

i) in the case of the Consolidated Balance Sheet, of thestate of affairs of the Group as at 30th September, 2011;

ii) in the case of the Consolidated Profit and Loss Account,of the profit of the Group for the eighteen months periodended on that date

and

iii) in the case of Consolidated Cash Flow Statement, ofthe cash flows for the eighteen months period endedon that date.

For GMJ & CoChartered Accountants

FRN No. 103429W

CA S. MAHESHWARIPartner

M. No. 38755

Place : MumbaiDate : 05th December, 2011

18

CONSOLIDATED BALANCE SHEET AS AT 30TH SEPTEMBER, 2011AS AT AS AT

Schedule 30.09.2011 31.03.2010Rupees Rupees

SOURCES OF FUNDSSHAREHOLDERS’ FUNDSShare Capital ‘A’ 649,831,000 312,036,000Reserves and Surplus ‘B’ 213,765,268 28,860,947

863,596,268 340,896,947

LOAN FUNDSSecured Loans ‘C’ 387,215,538 344,606,157Unsecured Loans ‘D’ 14,441,847 11,585,403

401,657,385 356,191,560DEFERRED TAX LIABILITIES — 14,635,369

TOTAL 1,265,253,653 711,723,876

APPLICATION OF FUNDSFIXED ASSETS ‘E’Gross Block 598,217,466 543,564,703Less: Depreciation 350,772,796 262,976,897

Net Block 247,444,670 280,587,806Capital work-in-progress 390,744 —

247,835,414 280,587,806

INVESTMENTS ‘F’ 415,100 8,771,885CURRENT ASSETS, LOANS AND ADVANCESInventories ‘G’ 533,335,668 210,966,226Sundry Debtors ‘H’ 749,200,641 178,940,514Cash and Bank Balances ‘I’ 19,663,481 7,152,711Loans and Advances ‘J’ 76,048,962 221,070,383

1,378,248,753 618,129,834

LESS : CURRENT LIABILITIES AND PROVISIONSLiabilities ‘K’ 354,239,288 133,934,000Provisions ‘L’ 7,006,326 61,831,649

361,245,614 195,765,649

NET CURRENT ASSETS 1,017,003,139 422,364,185

TOTAL 1,265,253,653 711,723,876

NOTES TO THE ACCOUNTS ‘R’

As per our report of even date For and on behalf of the BoardFor GMJ & Co. ASHOAK KOTWAANIChartered Accountants Chairman & Managing DirectorFRN No. 103429W

CA S. MAHESHWARI KANCHAN KOTWANIPartner Whole Time DirectorM. No. 38755

Place: MumbaiDate: 05th December, 2011

19

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE 18 MONTHS PERIOD ENDED 30TH SEPTEMBER, 2011CURRENT PREVIOUS

SCHEDULE PERIOD YEARRupees Rupees

INCOMEGross Sales 1,474,552,773 548,665,689Less: Excise Duty — —

Net Sales 1,474,552,773 548,665,689Commission Received 283,308 133,464,897Testing and Service Charges 290,866,544 140,026,389(Inclusive of TDS Rs.194,83,597/-, Previous Year Rs.146,88,658/-)Other Income ‘M’ 18,396,501 1,385,012

TOTAL 1,784,099,126 823,541,987

EXPENDITUREMaterial Cost ‘N’ 1,253,711,359 530,567,791Personnel Cost ‘O’ 117,842,904 71,433,872Administrative and Other Expenses ‘P’ 224,206,164 114,299,243

1,595,760,427 716,300,906

PROFIT BEFORE DEPRECIATION, INTEREST & TAX 188,338,699 107,241,081

Less : Financial Expenses ‘Q’ 86,219,516 45,050,304

PROFIT BEFORE DEPRECIATION and TAX 102,119,183 62,190,777

Add/Less : Depreciation and Amortisation 95,461,312 61,393,913

PROFIT/ (LOSS) BEFORE TAX 6,657,871 796,864Add/Less : Provision for Taxation (Refer Note No. 7 of Schedule ‘R’)– Current Tax — 14,000,000– Deferred Tax (14,635,369) (2,819,949)

(14,635,369) 11,180,051PROFIT/(LOSS) AFTER TAX 21,293,240 (10,383,187)Add/Less : Short/(Excess) Provision for Income Tax 431,623 2,820,567Add/Less : Balance Profit Brought Forward from previous year 17,937,128 31,140,882

BALANCE AVAILABLE FOR APPROPRIATION 38,798,745 17,937,128APPROPRIATIONSurplus / Deficit Carried to Balance Sheet 38,798,745 17,937,128

38,798,745 17,937,128

EPS (Refer Note No 10 of Schedule ‘R”)– Basic 0.33 (0.04)– Diluted 0.33 (0.04)NOTES TO THE ACCOUNTS ‘R’




20

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEETAS AT AS AT

30.09.2011 31.03.2010Rupees Rupees

SCHEDULE ‘A’ : SHARE CAPITALAuthorised1,000,000,000 Equity Shares of Rs. 10/- each (P.Y. 1,000,000,000 Equity Shares ofRs. 1/- each) 1,000,000,000 1,000,000,000

1,000,000,000 1,000,000,000Issued, Subscribed and Paid-up64,983,100 Equity Shares of Rs. 10/- each fully paid up (P.Y. 312,036,000 Equity Sharesof Rs. 1/- each fully paid up) 649,831,000 312,036,000(Of the above 192,000,000 Equity Shares of Rs. 1/- each full paid up allotted to erstwhileShareholders of Niulab Equipment Co. Pvt. Ltd. In pursuance of scheme of Amalgamation)

649,831,000 312,036,000SCHEDULE ‘B’ : RESERVES AND SURPLUSCapital ReserveAs per last Balance Sheet 14 14Share Premium AccountAs per last Balance Sheet 118,344,250 116,000General ReserveAs per last Balance Sheet 10,807,805 10,807,805Foreign Currency Translation ReserveAdd: Raised During the period 45,814,454 —Profit and Loss AccountBalance as per Annexed Account 38,798,745 17,937,128

213,765,268 28,860,947SCHEDULE ‘C’ : SECURED LOANS1. From Small Industries Development Bank of India 18,800,000 35,600,000

Secured by exclusive first charge of Lab Equipment acquired by the company for theexpansion project of Mumbai Laboratory, mortgage of leasehold rights of the immovableproperty of a company, personal guarantee of two directors and corporate guarantee ofa company and pledge of shares held by promoters.

2. From Punjab National Banka. Cash Credit Facility 167,229,580 145,639,818

Secured by equitable mortgage of Industrial galas and hypothecation of Block ofAssets and Raw Material, Stock -in-process, Finished Goods, Stores and Sparesand Packing Material lying at Company's Premises at Vasai, warehouse, importdocuments representing import of goods for various places and Assignment ofbook debt of the Company Deposit of Receipted Challans alongwith Invoices andpersonal guarantee of two directors and corporate guarantee of a company.

b. Corporate Loan 64,203,265 47,505,090Secured by equitable mortgage of immovable property and personal guarantee oftwo directors and corporate guarantee of a company.

3. From HDFC Bank Limiteda. Overdraft against LIC Policy 121,359,760 93,676,793

Assignment of LIC Policies and personal guarantee of two directors and corporateguarantee of a company

b. Vehicle Loan — 4,741,840Secured by Hypothecation of Vehicles

4. From Citibank NA 15,622,932 17,442,616Amount secured by mortgage of immovable property of the company and a directorand personal guarantee of two directors of the company.

387,215,538 344,606,157

Amount repayable within one year 34,099,473 24,853,835

SCHEDULE ‘D’ : UNSECURED LOANS1. From Banks 419,123 3,577,5702. Inter Corporate Deposit 151,928 7,919,3443. From Others 13,870,796 88,489

14,441,847 11,585,403

21

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

AS AT AS AT30.09.2011 31.03.2010

Rupees Rupees

SCHEDULE ‘F’ : INVESTMENTSLONG TERM(AT COST UNQUOTED, UNLESS OTHERWISE STATED)National Savings Certificates (Lodged with Government Authorities) 32,000 32,000EQUITY SHARES (Unquoted) (Trade)Subsidiary Company24,900 Equity Shares of Rs. 100/- each fully paid up of Ashco Niulab Exports Limited — 7,610,200EQUITY SHARES (Quoted) (Trade)

800 (800) Equity Shares of Bafna Spinning Mills and Exports Limited 4,000 4,000of Rs. 5/- each fully paid up

Nil (200) Equity Shares of Bharat Immunologicals and Biological Corporation Limited — 2,000of Rs.10/- each fully paid up

100 (100) Equity Shares of Elbee Services Limited of Rs.10/- each fully paid up 14,000 14,000Nil (300) Equity Shares of JD Orgochem Limited of Rs.10/- each fully paid up — 73,860Nil (200) Equity Shares of Liberty Shoes Limited of Rs.10/- each fully paid up — 9,900

Nil (2,000) Equity Shares of Makers Laboratories Limited of Rs.10/- each fully paid up — 184,400Nil (200) Equity Shares of Man Industries Limited of Rs.5/- each fully paid up — 1,500

12 (12) Equity Shares of Man Aluminium Limited of Rs.10/- each fully paid up 120 120Nil (100) Equity Shares of Metrochem Industries Limited of Rs.10/- each fully paid up — 11,000

100 (100) Equity Shares of Nielcon Limited of Rs.10/- each fully paid up 3,800 3,800100 (100) Equity Shares of Palsoft Infosystems Limited of Rs.10/- each fully paid up 2,000 2,000Nil (200) Equity Shares of Parenteral Drugs (I) Limited of Rs.10/- each fully paid up — 9,000

1,000 (1,000) Equity Shares of Pharmaceutical Products of India Limited 95,180 95,180of Rs.10/- each fully paid up

Nil (500) Equity Shares of Pudumjee Agro Industries Limited of Rs.10/- each fully paid up — 10,000Nil (1,400) Equity Shares of Punjab National Bank of Rs.10/- each fully paid up — 43,400200 (200) Equity Shares of Shree Krishna Polyester Limited of Rs.10/- each fully paid up 14,000 14,000

Nil (50) Equity Shares of Triveni Sheet Glass Works Limited of Rs.10/- each fully paid up — 5,000

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS As at Additions Disposal As at Upto Amortisation During Adjustment Upto As on As on01.04.2010 during the year during the year 30.09.2011 31.03.2010 of Goodwill the year during the year 30.09.2011 30.09.2011 31.03.2010

Good Will 135,494,537 — — 135,494,537 54,197,814 40,648,361 — — 94,846,175 40,648,362 81,296,723 Land 2,127,060 — — 2,127,060 — — — — — 2,127,060 2,127,060 Building 947,400 — — 947,400 317,690 — 23,164 — 340,854 606,546 629,710 Industrial Galas 6,404,769 — 1,670,150 4,734,619 4,482,484 — 277,056 1,509,325 3,250,215 1,484,404 1,922,285 Premises 1,735,276 — 598,724 1,136,552 841,431 — 41,399 248,747 634,084 502,468 893,845 Plant And Machinery 12,411,220 — — 12,411,220 11,402,049 — 200,800 — 11,602,849 808,371 1,009,171 Air Conditioners 9,711,942 521,373 781,773 9,451,542 5,444,716 — 742,538 515,414 5,671,840 3,779,702 4,267,226 Testing Equipment 2,216,901 — 21,645 2,195,256 2,003,585 — 90,555 15,477 2,078,663 116,593 213,316 Electrical Fittings 7,458,244 — 158,604 7,299,640 4,118,957 — 662,784 119,171 4,662,570 2,637,070 3,339,287 Furniture And Fixtures 56,272,439 2,501,991 1,624,580 57,149,850 33,685,371 — 5,743,826 1,420,036 38,009,161 19,140,689 22,587,068 Electronic Typewriters 207,144.00 — 207,144.00 — 193,601 — 2,695 196,296 — — 13,543.00 Office Equipment 11,227,399 131,396 92,360 11,266,435 7,914,084 — 561,574 30,944 8,444,714 2,821,721 3,313,315 Vehicles 4,536,579 8,368,420 8,121,488 4,783,511 3,167,646 — 3,273,667 2,956,382 3,484,930 1,298,581 1,368,933 Lab Equipment 248,970,017 56,396,160 — 305,366,177 102,564,968 — 36,945,494 — 139,510,461 165,855,716 146,405,049 Computers 43,511,977 741,930 400,240 43,853,667 32,347,413 — 6,229,427 340,559 38,236,281 5,617,386 11,164,564 Gas Cylinders 213,898 — 213,898 — 186,571 — 14,210 200,781 — — 27,327 Dies And Tools 117,903 — 117,903 — 108,519 — 3,767 112,286 — — 9,384 Total Rupees 543,564,705 68,661,270 14,008,509 598,217,466 262,976,897 40,648,361 54,812,955 7,665,419 350,772,796 247,444,670 280,587,807 Capital Work In Progress 390,744 — Previous Year Rupees 541,594,955 8,508,767 6,539,019 543,564,705 203,668,351 27,098,907 34,295,005 2,085,366 262,976,897 280,587,806

SCHEDULE ‘E’ : FIXED ASSETS (Rupees)

22

CONSOLIDTED SCHEDULES FORMING PART OF THE BALANCE SHEET

SCHEDULE ‘F’ : INVESTMENTS (Contd..)Mutual Fund (Quoted) (Trade)

Nil (2,850) Units of SBI Magnum Equity Fund of Rs.10/- each — 296,525Nil (10,000) Units of PNB Mutual Funds of Rs 10/- each — 100,000

25,000 (25,000) units of Principle PNB Long Term Equity Fund (Growth Plan) of Rs 10/- each 250,000 250,000

415,100 8,771,885

NOTESAggregate Value of Quoted investments-At Cost 383,100 1,129,685

Market Value of Quoted Investments 224,636 2,066,952

Aggregate Value of Unquoted investments-At Cost 3,200 7,642,200

SCHEDULE ‘G’ : INVENTORIES(As Certified by a Director)(At cost or net realisable value, whichever is lower)Finished Goods 531,060,639 207,479,229Consumables, Store and Spares 2,275,029 3,486,997

533,335,668 210,966,226

SCHEDULE ‘H’ : SUNDRY DEBTORS(Unsecured, considered good)Debts outstanding for a period exceeding six months 79,932,250 63,407,162Other Debts 669,268,391 115,533,352

749,200,641 178,940,514

SCHEDULE ‘I’ : CASH AND BANK BALANCESCash on hand 2,848,589 412,901Balance with Scheduled Banks:On Current Account 134,500 307,537On Fixed Deposit Account 16,374,662 6,125,141[(Inclusive of Interest accrued Rs. 222,431/-, Previous Year Rs. 667,998/-)(of the above Rs. 26,52,531/-, Previous Year Rs. 34,72,734/- has been keptas Margin for Bank Guarantees and Letter of Credit)]On Unclaimed Dividend Account 305,732 307,132

19,663,481 7,152,711

SCHEDULE ‘J’ : LOANS AND ADVANCES(Unsecured, considered good)Advances recoverable in cash or in kind or for value to be received 37,778,262 141,724,302Tender , Security and other Deposits 14,232,643 18,752,949Payment of Taxes 24,038,057 60,593,132

76,048,962 221,070,383

SCHEDULE ‘K’ : CURRENT LIABILITIESSundry Creditors for Goods 222,397,755 32,669,884Sundry Creditors for Expenses and Others 131,427,727 96,408,677Advance from Customers — 4,855,439Book Overdraft with Scheduled Bank 413,806 —

354,239,288 133,934,000

SCHEDULE ‘L’ : PROVISIONSFor Taxation 5,356,326 57,304,649For Fringe Benefit Tax 1,650,000 4,527,000

7,006,326 61,831,649

AS AT AS AT30.09.2011 31.03.2010

Rupees Rupees

23

CONSOLIDATED SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNTCURRENT PREVIOUSPERIOD YEARRupees Rupees

SCHEDULE ‘M’ : OTHER INCOMEInterest Received 1,634,137 306,764(Inclusive of TDS Rs.87,420/-, Previous year Rs.79,334/-)On National Saving Certificates — 3,866

1,634,137 310,630

Rent Received 862,500 572,500(Inclusive of TDS Rs.86,250/- Previous Year Rs 114,220/-)Dividend Received 17,162 56,850Profit on Sale of Fixed Assets 11,061,909 425,202Miscellaneous Income 55,786 —Profit on sale of Shares and Mutual Fund 4,765,007 19,830

18,396,501 1,385,012

SCHEDULE ‘N’ : MATERIAL COSTRaw Material ConsumedOpening Stock — 2,433,373Add : Purchases — —

— 2,433,373

Less : Closing Stock — —

— 2,433,373Work In Progress

Opening Stock — 34,493,899Less : Closing Stock — —

— 34,493,899

Finished Goods

Opening Stock 207,479,229 226,924,491Add : Purchases 1,578,011,409 474,229,935

1,785,490,648 701,154,426

Less : Closing Stock 531,060,639 207,479,229

1,254,430,009 493,675,197

Difference on Foreign Exchange Rates (718,650) (34,678)

1,253,711,359 530,567,791

SCHEDULE ‘O’ : PERSONNEL COSTSalary, Bonus and Other Allowances 98,566,459 62,156,846Contribution to Provident and Other Funds 3,471,074 1,923,951Leave Travel Assistance and Medical Reimbursement 8,097,811 4,840,277Staff Welfare Expenses 7,707,560 2,512,798

117,842,904 71,433,872

24

CONSOLIDATED SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNTCURRENT PREVIOUSPERIOD YEARRupees Rupees

SCHEDULE ‘P’ : ADMINISTRATIVE AND OTHER EXPENSESAdvertisement and Sales Promotion Expenses 1,810,187 460,723Commission and Service Charges 4,500 226,964Conveyance and Travelling Expenses 21,603,042 14,114,218Electricity Charges 18,661,603 10,451,660Freight and Transportation 2,659,448 1,795,243Motor Car Expenses 1,457,780 826,546Postage and Telegrams 1,702,209 685,215Printing and Stationery 4,959,646 2,262,665Rent, Rates and Taxes 11,594,516 9,663,983Repairs and Maintenance 6,888,897 3,736,475Stores and Spares Consumed 32,083,129 13,338,886Telephone Expenses 2,860,905 2,204,189Payment to AuditorsAudit Fees 1,300,000 600,000Tax Audit Fees 200,000 150,000

1,500,000 750,000Books and Periodicals 222,697 92,684Filing Fees — 1,184,483Insurance 987,865 612,167Legal and Professional Fees 14,370,788 9,158,914Listing Fees — 389,903Membership and Subscription 37,374 77,772Miscellaneous Expenses 48,174,456 9,860,316Registration Fees — 520,000Sales Tax Paid 875,757 5,559,349Security Charges 1,548,181 945,348Seminar and Exhibition Expenses 1,767,226 1,553,891Software Maintenance Charges 523,924 246,561Stamping and Franking Charges — 7,621,499Tender Fees — 72,317Testing Charges Paid 1,095,566 590,400Volunteer’s Charges 46,816,468 15,296,872

224,206,164 114,299,243

SCHEDULE ‘Q’ : FINANCIAL EXPENSESInterest ExpensesInterest Paid to Bank 76,975,409 36,796,890Interest Paid to others 1,989,344 6,001,754

78,964,753 42,798,644Bank Charges and Commission 7,254,762 2,251,660

86,219,516 45,050,304

25

1) SIGNIFICANT ACCOUNTING POLICIESa) Basis of preparation of Consolidated Financial

StatementsThe consolidated financial statements relates to AshcoNiulab Industries Limited and its wholly ownedsubsidiary. The Consolidated Financial Statements havebeen prepared in accordance with AccountingStandard- 21 “Consolidated Financial Statement”,Accounting Standard- 23 “Financial Reporting of interestin Joint Ventures” and AS- 27 “Financial Reporting ofInterests in Joint Ventures” issued by the Institute ofChartered Accountants of India. The consolidatedfinancial statements have been prepared on thefollowing basis:i) The Financials Statements of the Company and its

wholly owned subsidiary company haven beencombined on a line-by-line basis by adding togetherthe book value of like items of Assets, Liabilities,Income and expenses after fully eliminating intragroup balances and inter group transactionsresulting in unrealized profit and losses.

ii) In case of foreign subsidiary, revenue items areconsolidated at average rate prevailing during theperiod. All Assets and Liabilities are converted atthe rates at the end of the period. Exchange gainand loss on conversion arising on consolidation isrecognized under foreign currency translationreserve.

iii) The financial statements of the subsidiary used inconsolidation are drawn upto the same reportingdate as that of the Company i.e. 30th September,2011.The subsidiary company included in consolidationand company’s holding therein is as under:

% of Ultimate holdingName of the Country of 2010-11 2009-10Subsidiary Incorporation (18 months)

Ashco Niulab Dubai (UAE) 100 —FZE

Accounting ConventionThe financial statements have been prepared under the historicalcost convention, on an accrual basis of accounting, to comply inall material respects with the notified accounting standards bythe Companies Accountings Standards Rules, 2006 and therelevant provisions of the Companies Act 1956.

b) Use of EstimatesThe preparation of financial statements in conformitywith generally accepted accounting principles requiremanagement to make estimates and assumptions thataffect the reported amounts of assets and liabilities anddisclosure of contingent liabilities at the date of thefinancial statements and the results of operations duringthe reporting period. Although these estimates arebased upon management’s best knowledge of currentevents and actions, actual results could differ from theseestimates.

SCHEDULE ‘R’ : ACCOUNTING POLICIES ANDNOTES FORMING PART OF THE CONSOLIDATEDACCOUNTS

c) Revenue RecognitionRevenue is recognized on transfer of significant riskand reward in respect of ownership. Sale of goods isrecognized on dispatch of goods to customer exceptconsignment sales, which is recognized only whengoods are sold to third party. Sales are exclusive ofsales tax where applicable and net of returns, claimsand discount etc. Service charges are recognizedproportionately over the period in which services arerendered and exclusive of service tax where applicable.Commission Income is recognized on accrual basis.The dividend income from investment is recognizedwhen the owner’s right to receive payment is establishedand interest income is accounted on time proportionbasis.

d) Fixed Assets(i) Fixed Assets are stated at historical cost less

accumulated depreciation/amortization andimpairment loss, if any. The cost is inclusive offreight, installation cost, duties, taxes, financing costand other incidental expenses but net of Modvat/Cenvat.

(ii) Capital Work in Progress is carried at cost,comprising of direct tax, attributable interest andrelated incidental expenditure. The advances givenfor acquiring fixed assets are shown under CapitalWork in Progress.

e) DepreciationDepreciation on all assets (except on Assets acquiredon merger with Niulab Equipment Company PrivateLimited) are provided on written down value methodand pro-rata in respect of acquisitions or disposalsduring the year at the rates prescribed in Schedule XIVof the Companies Act, 1956.Depreciation on all assets acquired on merger of NiulabEquipment Company Private Limited are provided onstraight line method and pro-rata in respect of acquisitionsor disposals during the year at the rates prescribed inSchedule XIV of the Companies Act, 1956.

f) Amortization of GoodwillGoodwill raised on Amalgamation is amortized over aperiod of 5 years.

g) ImpairmentAn asset is treated as impaired when the carrying costof asset exceeds its recoverable value. An impairmentloss is charged to the Profit and Loss Account in theyear in which an asset is identified as impaired. Theimpairment loss recognized in prior accounting periodis reversed if there has been change in the estimate ofrecoverable amount.

h) InvestmentsCurrent investments are carried at the lower of cost andquoted/fair value, computed category wise. Long TermInvestments are stated at cost. Provision for diminutionin the value of long-term investments is made only ifsuch a decline is other than temporary.

i) InventoriesInventories are valued at Cost or Net Realizable Value,whichever is lower. Cost is arrived by using First-In First-Out (FIFO) formula and includes all cost of purchase,cost of conversion and other costs incurred in bringingthem to their respective present location and condition.

26

Inventories of under production film are valued at actualamount spent, which includes amount paid, bills settledand advances paid for which bill are awaited.The amount incurred during the year is capitalizedby allocating into the various projects underproduction.

j) Debtors and CreditorsDebit and Credit balances of same parties are statedon Net basis.

k) Customs DutyCustoms Duty on goods lying in the customs bondedwarehouse are provided for and included in the valuationof inventory.

l) Borrowing CostBorrowing costs that are attributable to the acquisitionor construction of qualifying assets are capitalised aspart of the cost of such assets. A qualifying asset isone that necessarily takes a substantial period of timeto get ready for its intended use or sale. All otherborrowing costs are recognized as expenses in theperiod in which they are incurred.

m) Retirement Benefits(i) Contribution to Provident Fund and Family Pension

Scheme is charged to Revenue.(ii) Payment of Gratuity and Leave Encashment are

accounted for on cash basis.n) Foreign Currency Transactions

Transactions in foreign currencies are recorded at theexchange rate prevailing on the date of transaction. Foreigncurrency monetary assets and liabilities are translated atthe year end exchange rates. Exchange differences arisingon settlement or translation of monetary items arerecognized as income or expenses in the year in whichthey arise, except in respect of liabilities for the acquisitionof fixed assets, in which case they are adjusted in thecarrying cost of such assets.

o) LeasesLeases where the lessor effectively retains substantiallyall the risks and rewards of ownership of the leasedterm, are classified as operating leases. Operating leaserentals payable are charged as rent in profit and lossaccount.

p) Tax ExpensesDeferred tax assets and liabilities are recognized forfuture tax consequences attributable to timingdifferences between taxable income and accountingincome that are capable of reversal in one or moresubsequent periods and are measured using relevantenacted tax rates. The deferred tax asset is recognizedand carried forward only to the extent that there is areasonable certainty that the assets will be realized infuture in accordance with Accounting Standard 22 on“Accounting for Taxes on Income”.Provision is made for Income Tax as per the provisionsof The Income Tax Act, 1961 and the rules madethereunder.

q) Provision, Contingent Liabilities and ContingentAssetsProvisions comprise liabilities of uncertain timing oramount. Provisions are recognized when there is apresent obligation as a result of past events and it isprobable that there will be an outflow of resources.

Contingent Liabilities are disclosed by way of Notesto Accounts.Contingent Assets are not recognized in the financialstatements.

2) Contingent Liabilities(Amount in Rs.)

a) Bank Guarantees outstanding: 73,34,074(82,68,897)

b) Letter of Credit Outstanding: 65,89,998(201,01,840)

c) Imports under Clearance 345,03,295(35,257)

3) Deferred TaxComponents of Deferred Tax Balance:The tax effects of timing difference are reflected through adeferred tax asset/liability, which is included in the BalanceSheet.The components of Deferred Tax balance are as under: -

Particulars As on As on 30.09.2011 31.03.2010

Rs. Rs.Depreciation NIL 1,80,92,478Disallowed expenses tobe recouped NIL (34,57,109)Total NIL 1,46,35,369

4) In the previous year there were no subsidiaries and hencethe consolidated figure for the year ended 31st March, 2010are the same as that of standalone figures of Ashco NiulabIndustries Limited.

5) SEGMENT REPORTINGThe Group operates in single segment viz. AnalyticalInstruments, its accessories and services. There is no otherreportable segment as per Accounting Standard –17.

6) UTILISATION OF THE MONEY RAISED BY GDRThe Holding Company has raised an amount ofRs. 337,795,000/- by way of issue of 67,55,900 GDR on19

th April, 2010.

7) RELATED PARTY TRANSACTIONSPursuant to Accounting Standard -18, issued by The Instituteof Chartered Accountants of India, the names of relatedparties and nature of relationship and particulars oftransactions with the said related parties during the yearare as under:A) NAME OF THE RELATED PARTIES AND

DESCRIPTION OF RELATIONSHIP:i) ASSOCIATE COMPANIES: -

ANKK Mediaarts Private LimitedAshco Niulab Exports Limited

ii) KEY MANAGEMENT PERSONNEL ANDRELATIVES: -Mr. Ashoak KotwaaniMrs. Kanchan KotwaniMr. Bhagwan K. KotwaniMr. Manohar K. KotwaniMr. Shyam K KotwaniMr. Ankush A. KotwaniMs. Neha A. KotwaniMrs. Kavita GodhwaniMrs. Geeta BalaniMrs. Sharmeen Kotwani

27

As per our report of even date For and on behalf of BoardFor GMJ & Co. ASHOAK KOTWAANIChartered Accountants Chairman & Managing DirectorFRN No. 103429W



SIGNATURE TO SCHEDULES ‘A’ TO ‘R’

B) TRANSACTIONS WITH RELATED PARTIES:i) NATURE OF TRANSACTIONS: -

(Rs. in Lacs)

Particulars Associate Key Managementcompanies Personnel Relatives

Sales — — —(92.00) (—) (—)

Purchases — — 0.07(—) (—) (0.07)

Advances Recoverable (Net) 0.12 — -5.64(58.23) (-0.67) (-6.95)

Remuneration on services — 101.70 115.03(—) (67.80) (98.13)

Legal & Professional Services — — 1.13(—) (—) (3.00)

Staff Welfare Expenses — — 23.42(—) (—) (11.66)

Loans Received (Net) — 137.82 260.85(—) (-257.53) (-532.67)

ii) AMOUNT OUTSTANDING FROM (TO) RELATED PARTIES AS AT 30.09.2011: -(Rs. in lacs)

Particulars 30.09.2011 31.03.2010

Advances Recoverable 137.82 130.77Outstanding Liabilities 15.78 11.78Loans Outstanding 450.12 50.96

Note:Related party relationship is as identified by the company and relied upon by the Auditors.

8) EARNING PER SHARE AS PER AS 20 IS CALCULATED AS FOLLOWS

Particulars Unit 30.09.2011 31.03.2010

Net Profit after Tax Rs. 2,12,93,240 (103,83,187)Weighted Average Number Nos. 6,41,75,587 2,631,15,452Nominal Value per Share Rs. 10.00 1.00Basic Earning per Share (Weighted Average) Rs. 0.33 (0.04)Diluted Earning per Share Rs. 0.33 (0.04)

9) In the opinion of the Board of Directors, all the current assets, loans and advances have value on realization at least of anamount equal to the amount at which they are stated in the Balance Sheet.

10) Comparative financial information (i.e. amounts and other disclosures for the previous year presented above as correspondingfigures), is included as an integral part of current period’s financial statements, and it is to be read in relation to the amountsand other disclosures relating to the current period. Figures of the previous year have been regrouped/ reclassified wherevernecessary to correspond to figures of the current period.

11) For certain items, the Company and its wholly owned subsidiary have followed different accounting policies. However,impact of the same is not material.

12) Figures have been rounded off to the nearest rupee.13) Figures in bracket are in respect of previous year.

28

CONSOLIDATED CASH FLOW STATEMENT FOR 18 MONTHS ENDED 30th SEPTEMBER, 2011(Rs. in Lacs)

30.09.2011 31.03.2010A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extraordinary items 66.58 7.97Adjustment for :Depreciation and Amortisation of goodwill 954.61 613.94Interest Expenses 789.65 427.99Interest Income (16.34) (3.11)Profit on sale of fixed assets (110.62) (4.25)Profit on sale of Shares and Mutual Fund (47.65) —Dividend Received (0.17) (0.57)

Operating Profit before working capital changes 1,636.06 1,041.97Adjustment for:(Increase)/Decrease in Trade Receivables (5,702.60) 989.05(Increase)/Decrease in Inventories (3,223.69) 206.73(Increase)/Decrease in Other Current Assets 1,552.28 (1,154.86)Increase/(Decrease) in Trade Payable 2,203.05 (453.28)

Cash generated from operations (3,534.91) 629.61Tax Paid (187.02) (161.56)

Cash Flow before Extraordinary items (3,721.93) 468.05Prior Period (Expenses)/Income — —

Net Cash from Operating Activities (3,721.93) 468.05

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets and Capital work in Progress (690.52) (69.36)Sale of Fixed Assets 174.05 48.79Interest Received 16.34 3.11(Purchase)/Sale of Investments 121.78 —Dividend Received 0.17 0.57Net cash used in Investing Activities (378.18) (16.89)

C. CASH FLOW FROM FINANCE ACTIVITIESIncrease in Equity Share Capital 3,377.95 —Share Premium 1,182.28 —Proceeds from Loans 659.71 97.42Proceeds from Unsecured Loans 28.56 —Repayment of Term Borrowings (233.62) (165.58)Interest paid (789.65) (427.99)Dividend Paid (0.01) (0.08)

Net Cash from Finance Activities 4,225.22 (496.23)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENT 125.12 (45.07)Cash and Cash Equivalents (Opening Balance) 68.46 113.53Cash and Cash Equivalents (Closing Balance) 193.58 68.46

Cash and Cash equivalent excludes Bank Balance with Bank onUnclaimed Dividend Account Rs. 305,732/- (P.Y. 307,132/-)




29

AUDITOR'S REPORT

ToThe Members ofAshco Niulab Industries Limited,

1. We have audited the attached Balance Sheet of AshcoNiulab Industries Limited as at 30th September, 2011 andalso the Profit and Loss Account and the Cash FlowStatement of the Company for the eighteen months periodended on that date annexed thereto. These financialstatements are the responsibility of the management of theCompany. Our responsibility is to express an opinion onthese financial statements based on our audit.

2. We have conducted our audit in accordance with auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accounting principlesused and significant estimates made by the management,as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonablebasis for our opinion.

3. As required by the Companies (Auditor’s Report) Order,2003 as amended by the Companies (Auditor’s Report)(Amendment) Order, 2004 (the ‘Order’), issued by theCentral Government of India in terms sub-section (4A) ofSection 227 of the Companies Act, 1956, of India (the ‘Act’)and on the basis of such checks of the books and recordsof the Company as we considered appropriate andaccording to the information and explanations given to us,we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to inparagraph 3 above, we report that:

a) We have obtained all the information and explanationswhich to the best of our knowledge and belief werenecessary for the purposes of our audit;

b) In our opinion, proper books of account as requiredby law have been kept by the Company so far, asappears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and CashFlow Statement dealt with by this report are inagreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and LossAccount and Cash Flow Statement comply with themandatory Accounting Standards referred to insub-section 3C of Section 211 of the CompaniesAct, 1956, except for non-provision of gratuity liabilityand leave encashment, which is not as per AS-15“Employee Benefits”

e) On the basis of written representations received fromthe directors and taken on record by the Board ofDirectors, we report that none of the said directors isdisqualified as on 30th September, 2011 from beingappointed as directors of the Company under clause(g) of sub-section (1) of Sec 274 of the CompaniesAct, 1956;

f) In our opinion and to the best of our information andaccording to the explanations given to us, the saidAccounts read together with the Notes thereon givethe information required by the Companies Act, 1956in the manner so required and subject to Note No.1 l(ii) of the Notes to the Accounts for non provision ofgratuity liability and leave encashment as the same isaccounted for on cash basis give a true and fair viewin conformity with the accounting principles generallyaccepted in India:

i) in the case of the Balance Sheet, of the state ofaffairs of the Company as at 30th September, 2011;

ii) in the case of the Profit and Loss Account, of theloss of the Company for the eighteen monthsperiod ended on that date

and

iii) in the case of Cash Flow Statement, of the cashflows for the eighteen months period ended on

that date.

For GMJ & CoChartered Accountants

FRN No. 103429W

CA S.MAHESHWARIPartner

M. No. 38755


30

ANNEXURE TO THE AUDITOR’S REPORT OF ASHCO NIULAB INDUSTRIES LIMITEDFOR THE PERIOD ENDED ON 30th SEPTEMEBER, 2011

(Referred to in paragraph 3 of our Report of Even Date)

i. (a) The Company has maintained proper records showingmajor particulars including quantitative details andsituation of fixed assets.

(b) All the assets have not been physically verified by themanagement during the year but there is a regularprogramme of verification by the management atreasonable intervals. In our opinion the frequency ofverification may be increased. No material discrepancieswere noticed on such verification by the management.

(c) In our opinion, the Company has not disposed offsubstantial part of Fixed Assets during the year.

ii. (a) We are informed that the management has a regularprogramme of physical verification of inventories. In ouropinion the frequency of verification may be increased.

(b) The procedures of physical verification of inventoriesfollowed by the management needs to be strengthenedin relation to the size of the Company and the natureof its business.

(c) The Company is maintaining proper records ofinventory. We are informed that the discrepanciesnoticed on verification between the physical stocks andthe book records were not material.

iii. (a) The Company has granted an advance ofRs. 49,53,81,509/- to wholly owned subsidiarycompany covered in the register maintained underSection 301 of the Companies Act, 1956.The maximum amount involved during the year wasRs. 49,53,81,509/- and the year-end balance of advancegiven to such parties was Rs. 49,53,81,509/-.

(b) In our opinion and according to the information andexplanations given to us, the terms and conditions ofinterest free advance given by the Company, are primafacie not prejudicial to the interest of the Company.

(c) The Company had taken unsecured loans from twoparties covered in the register maintained underSection 301 of the Companies Act 1956. The maximumamount involved during the year was Rs. 3,66,11,862/-and the year-end balance of loan taken from suchparties was Rs. 1,28,95,796/-.

(d) In our opinion and according to the information andexplanations given to us, the terms and conditions ofinterest free unsecured loans taken by the Company,are prima facie not prejudicial to the interest of theCompany.

(e) The Company is regular in repaying the principalamount wherever stipulated.

iv. In our opinion and according to the information andexplanations given to us, the internal control systems needto be strengthened to be commensurate with the size ofthe Company and the nature of its business, for the purchaseof inventory and fixed assets and for the sale of goods andservices. During the course of our audit, no continuing failure

to correct major weakness in the internal control systemhas been noted.

v. (a) According to the information and explanations givento us, we are of the opinion that the particulars ofcontracts or arrangements referred to in section 301of the Companies Act, 1956 have been entered in theregister required to be maintained under that section.

(b) In our opinion and according to the information andexplanations given to us, transactions made inpursuance of such contracts or arrangements enteredin the Register maintained under section 301 of theCompanies Act, 1956, aggregating Rs. 5,00,000/- ormore have been made at prices which are reasonablehaving regard to the prevailing market prices at therelevant time.

vi. In our opinion and according to the information andexplanations given to us, the Company has not accepteddeposits from public, and consequently the directives issuedby the Reserve Bank of India and the provisions of sections58A, 58AA or any other relevant provisions of theCompanies Act, 1956 and the rules framed there underare not applicable to the Company.

vii. The Company presently has no separate internal auditsystem. It has an internal control system which needs tobe strengthened to be commensurate with the size andnature of its business.

viii. According to the information and explanations given to us,the maintenance of cost records has not been prescribedby the Central Government under clause (d) of sub section1 of Section 209 of the Companies Act, 1956, and hence,the provisions of clause (viii) of paragraph 4 of theCompanies (Auditor’s Report) Order, 2003 are notapplicable to the Company.

ix. (a) The Company is generally irregular in depositingundisputed statutory dues including Provident Fund,Investor Education and Protection Fund, Employees’State Insurance, Income-Tax, Wealth Tax, CustomsDuty, Excise Duty, Cess and any other statutory dueswith the appropriate authorities. Further, Service Tax,Profession Tax and Tax Deducted at Source which areoutstanding as at the last day of the financial periodconcerned for a period of more than six months fromthe date they became payable are furnished below:

Nature of Dues Amount in Rs.Service Tax 3,25,22,958Sales Tax 19,93,564Tax Deducted at Source 85,77,652Stamp Duty 13,44,000Provident Fund 29,14,568ESIC 6,18,163Profession Tax 1,56,661Labour Welfare Fund 852Total 4,81,28,417

31

(b) According to the information and explanations givento us, there are no dues of Income Tax/ Sales Tax/Wealth Tax/ Service Tax/ Custom Duty/ Excise Duty/Cess which have not been deposited on account ofany dispute and hence the provisions of clause (ix)(b) of paragraph 4 of the Companies (Auditor’s Report)Order, 2003 are not applicable to the Company.

x. The accumulated losses of the company are not more thanfifty percent of its net worth. Though it has incurred cashlosses during the financial year, it has not incurred cashlosses in the immediately preceding financial year.

xi. In our opinion and according to the information andexplanations given to us, the Company has not defaultedin repayment of dues to a financial institution or bankalthough there have been delay in payment. The Companyhas not issued any debentures.

xii. In our opinion and according to information and explanationsgiven to us, the Company has not granted loans andadvances on the basis of security by way of pledge ofshares, debentures and other securities, and hence, theprovisions of clause (xii) of paragraph 4 of the Companies(Auditor’s Report) Order, 2003 are not applicable to theCompany.

xiii. In our opinion and according to information and explanationsgiven to us, the Company is not a chit fund or a nidhi/mutualbenefit fund/society and hence the provisions of clause (xiii)of paragraph 4 the Companies (Auditor’s Report) Order,2003 are not applicable to the Company.

xiv. In our opinion, the Company is not dealing or trading inshares, securities, debentures and other investments.All the shares, securities, debentures and other investmentshave been held by the Company, in its own name.

xv. In our opinion and according to information and explanationsgiven to us, the Company has not given any guaranteesfor the loans taken by others from banks or financialinstitutions, and hence the provisions of clause (xv) of

paragraph 4 the Companies (Auditor’s Report) Order, 2003are not applicable to the Company.

xvi. According to the information and explanations given to us,the term loans availed in the recent past have been appliedfor the purpose for which they were obtained.

xvii. According to the information and explanations given to usand on an overall examination of the balance sheet of theCompany, we report that no funds raised on short-termbasis have been used for long-term investment by theCompany.

xviii. The Company has not made any preferential allotment ofshares to parties and companies covered in the Registermaintained under Section 301 of the Companies Act, 1956.

xix The Company has not issued any debentures and hencethe provisions of clause (xix) of paragraph 4 the Companies(Auditor’s Report) Order, 2003 are not applicable to theCompany.

xx. The Company has raised an amount of Rs. 33,77,95,000/- by issue of GDR in April, 2010. The management hasinvested the proceeds in the wholly owned subsidiary AshcoNiulab FZE.

xxi. According to the information and explanations given to us,no fraud on or by the Company has been noticed or reportedduring the year.

For GMJ & Co.Chartered Accountants

FRN No. 103429W

CA S. MAHESHWARIPartner

M. No. 38755


32

BALANCE SHEET AS AT 30TH SEPTEMBER, 2011As at As at

Schedule 30.09.2011 31.03.2010Rupees Rupees

SOURCES OF FUNDSSHAREHOLDERS’ FUNDSShare Capital ‘A’ 649,831,000 312,036,000Reserves and Surplus ‘B’ 60,702,062 28,860,947

710,533,062 340,896,947LOAN FUNDSSecured Loans ‘C’ 387,215,538 344,606,157Unsecured Loans ‘D’ 14,441,847 11,585,403

401,657,385 356,191,560

DEFERRED TAX LIABILITIES — 14,635,369

TOTAL 1,112,190,447 711,723,876

APPLICATION OF FUNDSFIXED ASSETS ‘E’Gross Block 598,217,466 543,564,703Less: Depreciation 350,772,796 262,976,897

Net Block 247,444,670 280,587,806Capital work-in-progress 390,744 —

247,835,414 280,587,806

INVESTMENTS ‘F’ 886,879 8,771,885CURRENT ASSETS, LOANS AND ADVANCESInventories ‘G’ 146,884,315 210,966,226Sundry Debtors ‘H’ 336,132,517 178,940,514Cash and Bank Balances ‘I’ 18,100,210 7,152,711Loans and Advances ‘J’ 571,183,259 221,070,383

1,072,300,301 618,129,834

LESS : CURRENT LIABILITIES AND PROVISIONSLiabilities ‘K’ 201,825,821 133,934,000Provisions ‘L’ 7,006,326 61,831,649

208,832,147 195,765,649

NET CURRENT ASSETS 863,468,154 422,364,185

TOTAL 1,112,190,447 711,723,876

NOTES TO THE ACCOUNTS ‘R’




33

PROFIT AND LOSS ACCOUNT FOR THE 18 MONTHS PERIOD ENDED 30TH SEPTEMBER, 2011Current Previous

Schedule Period YearRupees Rupees

INCOMEGross Sales 914,419,290 548,665,689Less: Excise Duty — —

Net Sales 914,419,290 548,665,689

Commission Received 283,308 133,464,897Testing and Service Charges 290,866,544 140,026,389(Inclusive of TDS Rs.194,83,597/-, Previous Year Rs.146,88,658/-)Other Income ‘M’ 18,396,501 1,385,012

TOTAL 1,223,965,643 823,541,987

EXPENDITUREMaterial Cost ‘N’ 860,320,604 530,567,791Personnel Cost ‘O’ 114,463,538 71,433,872Administrative and Other Expenses ‘P’ 207,129,954 114,299,243

1,181,914,096 716,300,906

PROFIT BEFORE DEPRECIATION, INTEREST & TAX 42,051,547 107,241,081

Less : Financial Expenses ‘Q’ 86,070,513 45,050,304

PROFIT / (LOSS) BEFORE DEPRECIATION & TAX (44,018,966) 62,190,777Add / Less Depreciation and Amortisation

TOTAL 95,461,313 61,393,913

PROFIT / (LOSS) BEFORE TAX (139,480,278) 796,864Add / Less : Provision for Taxation (Refer Note No. 7 of Schedule ‘R’)

— Current Tax — 14,000,000— Deferred Tax (14,635,369) (2,819,949)

(14,635,369) 11,180,051PROFIT / (LOSS) AFTER TAX (124,844,909) (10,383,187)Add / Less : Short/(Excess) Provision for Income Tax 431,623 2,820,567Add / Less : Balance Profit Brought Forward from previous year 17,937,128 31,140,882

BALANCE AVAILABLE FOR APPROPRIATION (107,339,404) 17,937,128

APPROPRIATIONSurplus / Deficit Carried to Balance Sheet (107,339,404) 17,937,128

(107,339,404) 17,937,128

EPS (Refer Note No 10 of Schedule ‘R’)— Basic (1.95) (0.04)— Diluted (1.95) (0.04)NOTES TO THE ACCOUNTS ‘R’




34

SCHEDULE ‘A’ : SHARE CAPITALAuthorised1,000,000,000 Equity Shares of Rs. 10/- each (P.Y. 1,000,000,000 Equity Shares ofRs. 1/- each) 1,000,000,000 1,000,000,000

1,000,000,000 1,000,000,000

Issued, Subscribed and Paid-up64,983,100 Equity Shares of Rs. 10/- each fully paid up (P.Y. 312,036,000 Equity Sharesof Rs. 1/- each fully paid up) 649,831,000 312,036,000(Of the above 192,000,000 Equity Shares of Rs. 1/- each full paid up allotted to erstwhileShareholders of Niulab Equipment Co. Pvt. Ltd. In pursuance of scheme of Amalgamation)

649,831,000 312,036,000SCHEDULE ‘B’ : RESERVES AND SURPLUSCapital ReserveAs per last Balance Sheet 14 14Share Premium AccountAs per last Balance Sheet 118,344,250 116,000General ReserveAs per last Balance Sheet 10,807,805 10,807,805Foreign Currency Translation ReserveAdd: Raised During the period 38,889,397 —Profit and Loss AccountBalance as per Annexed Account (107,339,404) 17,937,128

60,702,062 28,860,947

SCHEDULE ‘C’ : SECURED LOANS1. From Small Industries Development Bank of India 18,800,000 35,600,000

Secured by exclusive first charge of Lab Equipment acquired by the company for theexpansion project of Mumbai Laboratory, mortgage of leasehold rights of the immovableproperty of a company, personal guarantee of two directors and corporate guarantee ofa company and pledge of shares held by promoters.

2. From Punjab National Banka. Cash Credit Facility 167,229,580 145,639,818

Secured by equitable mortgage of Industrial galas and hypothecation of Block ofAssets and Raw Material, Stock -in-process, Finished Goods, Stores and Sparesand Packing Material lying at Company's Premises at Vasai, warehouse, importdocuments representing import of goods for various places and Assignment ofbook debt of the Company Deposit of Receipted Challans alongwith Invoices andpersonal guarantee of two directors and corporate guarantee of a company.

b. Corporate Loan 64,203,265 47,505,090Secured by equitable mortgage of immovable property and personal guarantee oftwo directors and corporate guarantee of a company.

3. From HDFC Bank Limiteda. Overdraft against LIC Policy 121,359,760 93,676,793

Assignment of LIC Policies and personal guarantee of two directors and corporateguarantee of a company

b. Vehicle Loan — 4,741,840Secured by Hypothecation of Vehicles

4. From Citibank NA 15,622,932 17,442,616Amount secured by mortgage of immovable property of the company and a directorand personal guarantee of two directors of the company.

387,215,538 344,606,157

Amount repayable within one year 34,099,473 24,853,835

SCHEDULES FORMING PART OF THE BALANCE SHEETAs at As at

30.09.2011 31.03.2010Rupees Rupees

35

SCHEDULE ‘D’ : UNSECURED LOANS

1. From Banks 419,123 3,577,570

2. Inter Corporate Deposit 151,928 7,919,344

3. From Directors / Others 13,870,796 88,489

14,441,847 11,585,403


30.09.2011 31.03.2010Rupees Rupees

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS As at Additions Disposal As at Upto Amortisation During Adjustment Upto As on As on01.04.2010 during the year during the year 30.09.2011 31.03.2010 of Goodwill the year during the year 30.09.2011 30.09.2011 31.03.2010

Good Will 135,494,537 — — 135,494,537 54,197,814 40,648,361 — — 94,846,175 40,648,362 81,296,723

Land 2,127,060 — — 2,127,060 — — — — — 2,127,060 2,127,060

Building 947,400 — — 947,400 317,690 — 23,164 — 340,854 606,546 629,710

Industrial Galas 6,404,769 — 1,670,150 4,734,619 4,482,484 — 277,056 1,509,325 3,250,215 1,484,404 1,922,285

Premises 1,735,276 — 598,724 1,136,552 841,431 — 41,399 248,747 634,084 502,468 893,845

Plant And Machinery 12,411,220 — — 12,411,220 11,402,049 — 200,800 — 11,602,849 808,371 1,009,171

Air Conditioners 9,711,942 521,373 781,773 9,451,542 5,444,716 — 742,538 515,414 5,671,840 3,779,702 4,267,226

Testing Equipment 2,216,901 — 21,645 2,195,256 2,003,585 — 90,555 15,477 2,078,663 116,593 213,316

Electrical Fittings 7,458,244 — 158,604 7,299,640 4,118,957 — 662,784 119,171 4,662,570 2,637,070 3,339,287

Furniture And Fixtures 56,272,439 2,501,991 1,624,580 57,149,850 33,685,371 — 5,743,826 1,420,036 38,009,161 19,140,689 22,587,068

Electronic Typewriters 207,144.00 — 207,144.00 — 193,601 — 2,695 196,296 — — 13,543.00

Office Equipment 11,227,399 131,396 92,360 11,266,435 7,914,084 — 561,574 30,944 8,444,714 2,821,721 3,313,315

Vehicles 4,536,579 8,368,420 8,121,488 4,783,511 3,167,646 — 3,273,667 2,956,382 3,484,930 1,298,581 1,368,933

Lab Equipment 248,970,017 56,396,160 — 305,366,177 102,564,968 — 36,945,494 — 139,510,461 165,855,716 146,405,049

Computers 43,511,977 741,930 400,240 43,853,667 32,347,413 — 6,229,427 340,559 38,236,281 5,617,386 11,164,564

Gas Cylinders 213,898 — 213,898 — 186,571 — 14,210 200,781 — — 27,327

Dies And Tools 117,903 — 117,903 — 108,519 — 3,767 112,286 — — 9,384

Total Rupees 543,564,705 68,661,270 14,008,509 598,217,466 262,976,897 40,648,361 54,812,955 7,665,419 350,772,796 247,444,670 280,587,807

Capital Work In Progress 390,744 —

Previous Year Rupees 541,594,955 8,508,767 6,539,019 543,564,705 203,668,351 27,098,907 34,295,005 2,085,366 262,976,897 280,587,806

SCHEDULE ‘E’ : FIXED ASSETS (Rupees)

36


30.09.2011 31.03.2010Rupees Rupees

SCHEDULE ‘F’ : INVESTMENTSLONG TERM(AT COST UNQUOTED, UNLESS OTHERWISE STATED)National Savings Certificates 32,000 32,000(Lodged with Government Authorities)Equity Shares (Unquoted) (Trade)1 Equity Share of AED 35,000/- each fully paid up of Ashco Niulab FZE 471,779 —24,900 Equity Shares of Rs. 100/- each fully paid up of Ashco Niulab Exports Limited — 7,610,200Equity Shares (Quoted) (Trade)

800 (800) Equity Shares of Bafna Spinning Mills and Exports Limited 4,000 4,000of Rs. 5/- each fully paid up

Nil (200) Equity Shares of Bharat Immunologicals and Biological Corporation Limited — 2,000of Rs.10/- each fully paid up

100 (100) Equity Shares of Elbee Services Limited of Rs.10/- each fully paid up 14,000 14,000Nil (300) Equity Shares of JD Orgochem Limited of Rs.10/- each fully paid up — 73,860Nil (200) Equity Shares of Liberty Shoes Limited of Rs.10/- each fully paid up — 9,900

Nil (2,000) Equity Shares of Makers Laboratories Limited of Rs.10/- each fully paid up — 184,400Nil (200) Equity Shares of Man Industries Limited of Rs.5/- each fully paid up — 1,500

12 (12) Equity Shares of Man Aluminium Limited of Rs.10/- each fully paid up 120 120Nil (100) Equity Shares of Metrochem Industries Limited of Rs.10/- each fully paid up — 11,000

100 (100) Equity Shares of Nielcon Limited of Rs.10/- each fully paid up 3,800 3,800100 (100) Equity Shares of Palsoft Infosystems Limited of Rs.10/- each fully paid up 2,000 2,000Nil (200) Equity Shares of Parenteral Drugs (I) Limited of Rs.10/- each fully paid up — 9,000

1,000 (1,000) Equity Shares of Pharmaceutical Products of India Limited 95,180 95,180of Rs.10/- each fully paid up

Nil (500) Equity Shares of Pudumjee Agro Industries Limited of Rs.10/- each fully paid up — 10,000Nil (1,400) Equity Shares of Punjab National Bank of Rs.10/- each fully paid up — 43,400200 (200) Equity Shares of Shree Krishna Polyester Limited of Rs.10/- each fully paid up 14,000 14,000

Nil (50) Equity Shares of Triveni Sheet Glass Works Limited of Rs.10/- each fully paid up — 5,000Mutual Fund (Quoted) (Trade)

Nil (2,850) Units of SBI Magnum Equity Fund of Rs.10/- each — 296,525Nil (10,000) Units of PNB Mutual Funds of Rs. 10/- each — 100,000

25,000 (25,000) units of Principle PNB Long Term Equity Fund (Growth Plan) of Rs. 10/- each 250,000 250,000

886,879 8,771,885

NOTESAggregate Value of Quoted investments-At Cost 383,100 1,129,685

Market Value of Quoted Investments 224,636 2,066,952

Aggregate Value of Unquoted investments-At Cost 503,779 7,642,200

SCHEDULE ‘G’ : INVENTORIES(As Certified by a Director)(At cost or net realisable value, whichever is lower)Finished Goods 144,609,286 207,479,229Consumables, Store and Spares 2,275,029 3,486,997

146,884,315 210,966,226

37

SCHEDULE ‘H’ : SUNDRY DEBTORS(Unsecured, considered good)Debts outstanding for a period exceeding six months 135,214,951 63,407,162Other Debts 200,917,566 115,533,352

336,132,517 178,940,514

SCHEDULE ‘I’ : CASH AND BANK BALANCESCash on hand 1,285,316 412,901Balance with Scheduled Banks:On Current Account 134,500 307,537On Fixed Deposit Account 16,374,662 6,125,141[(Inclusive of Interest accrued Rs. 222,431/-, Previous Year Rs. 667,998/-)(of the above Rs. 26,52,531/-, Previous Year Rs. 34,72,734/- has been keptas Margin for Bank Guarantees and Letter of Credit)]On Unclaimed Dividend Account 305,732 307,132

18,100,210 7,152,711

SCHEDULE ‘J’ : LOANS AND ADVANCES(Unsecured, considered good)Advances recoverable in cash or in kind or for value to be received 37,531,050 141,724,302Tender, Security and other Deposits 14,232,643 18,752,949Payment of Taxes 24,038,057 60,593,132Advance to wholly owned subsidiary at UAE 495,381,509 —

571,183,259 221,070,383

SCHEDULE ‘K’ : CURRENT LIABILITIESSundry Creditors for Goods 69,984,288 32,669,884Sundry Creditors for Expenses and Others 131,427,727 96,408,677Advance from Customers — 4,855,439Book Overdraft with Scheduled Bank 413,806 —

201,825,821 133,934,000

SCHEDULE ‘L’ : PROVISIONSFor Taxation 5,356,326 57,304,649For Fringe Benefit Tax 1,650,000 4,527,000

7,006,326 61,831,649


30.09.2011 31.03.2010Rupees Rupees

38

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

Current Period Previous YearRupees Rupees

SCHEDULE ‘M’ : OTHER INCOME

Interest Received 1,634,137 306,764

(Inclusive of TDS Rs. 87,420/-, Previous year Rs. 79,334/-)

On National Saving Certificates — 3,866

1,634,137 310,630Rent Received 862,500 572,500

(Inclusive of TDS Rs. 86,250/- Previous Year Rs. 114,220/-)

Dividend Received 17,162 56,850

Profit on Sale of Fixed Assets 11,061,909 425,202

Miscellaneous Income 55,786 —

Profit on sale of Shares and Mutual Fund 4,765,007 19,830

18,396,501 1,385,012

SCHEDULE ‘N’ : MATERIAL COST

Raw Material Consumed

Opening Stock — 2,433,373

Add : Purchases — —

— 2,433,373


— 2,433,373Work In Progress

Opening Stock — 34,493,899


— 34,493,899

Finished Goods

Opening Stock 207,479,229 226,924,491

Add : Purchases 798,169,311 474,229,935

1,005,648,540 701,154,426

Less : Closing Stock 144,609,286 207,479,229

861,039,254 493,675,197

Difference on Foreign Exchange Rates (718,650) (34,678)

860,320,604 530,567,791

SCHEDULE ‘O’ : PERSONNEL COSTSalary, Bonus and Other Allowances 95,187,093 62,156,846Contribution to Provident and Other Funds 3,471,074 1,923,951Leave Travel Assistance and Medical Reimbursement 8,097,811 4,840,277Staff Welfare Expenses 7,707,560 2,512,798

114,463,538 71,433,872

39

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNTCurrent Year Previous Year

Rupees Rupees

SCHEDULE ‘P’ : ADMINISTRATIVE AND OTHER EXPENSESAdvertisement and Sales Promotion Expenses 1,810,187 460,723 Commission and Service Charges 4,500 226,964 Conveyance and Travelling Expenses 21,603,042 14,114,218 Electricity Charges 18,661,603 10,451,660 Freight and Transportation 2,545,681 1,795,243 Motor Car Expenses 1,457,780 826,546 Postage and Telegrams 1,702,209 685,215 Printing and Stationery 4,959,646 2,262,665 Rent, Rates and Taxes 11,594,516 9,663,983 Repairs and Maintenance 6,862,772 3,736,475 Stores and Spares Consumed 32,083,129 13,338,886 Telephone Expenses 2,767,817 2,204,189 Payment to Auditors Audit Fees 1,300,000 600,000 Tax Audit Fees 200,000 150,000

1,500,000 750,000 Books and Periodicals 222,697 92,684 Filing Fees — 1,184,483 Insurance 987,865 612,167 Legal and Professional Fees 12,697,746 9,158,914 Listing Fees — 389,903 Membership and Subscription 37,374 77,772 Miscellaneous Expenses 33,004,268 9,860,316 Registration Fees — 520,000 Sales Tax Paid 875,757 5,559,349 Security Charges 1,548,181 945,348 Seminar and Exhibition Expenses 1,767,226 1,553,891 Software Maintenance Charges 523,924 246,561 Stamping and Franking Charges — 7,621,499 Tender Fees — 72,317 Testing Charges Paid 1,095,566 590,400 Volunteer’s Charges 46,816,468 15,296,872

207,129,954 114,299,243

SCHEDULE ‘Q’ : FINANCIAL EXPENSESInterest ExpensesInterest Paid to Bank 76,975,409 36,796,890Interest Paid to others 1,989,344 6,001,754

78,964,753 42,798,644Bank Charges and Commission 7,105,759 2,251,660

86,070,513 45,050,304

40

1) SIGNIFICANT ACCOUNTING POLICIESa) Basis of preparation of Financial Statements

The financial statements are prepared on an accrualbasis under the historical cost convention and are inaccordance with the generally accepted accountingprinciples in India, the applicable accounting standardsissued by the Companies Accounting Standards Rules,2006 and the provisions of the Companies Act, 1956.

b) Revenue RecognitionRevenue is recognized on transfer of significant risk andreward in respect of ownership. Sale of goods isrecognized on dispatch of goods to customer exceptconsignment sales, which is recognized only when goodsare sold to third party. Sales are exclusive of sales taxwhere applicable and net of returns, claims and discountetc. Service charges are recognized proportionately overthe period in which services are rendered and exclusiveof service tax where applicable. Commission Income isrecognized on accrual basis. The dividend income frominvestment is recognized when the owner's right toreceive payment is established and interest income isaccounted on time proportion basis.

c) Fixed Assets(i) Fixed Assets are stated at historical cost less

accumulated depreciation/amortization andimpairment loss, if any. The cost is inclusive offreight, installation cost, duties, taxes, financingcost and other incidental expenses but net ofModvat/Cenvat.

(ii) Capital Work in Progress is carried at cost,comprising of direct tax, attributable interest andrelated incidental expenditure. The advancesgiven for acquiring fixed assets are shown underCapital Work in Progress.

d) DepreciationDepreciation on all assets (except on Assets acquiredon merger with Niulab Equipment Company PrivateLimited) are provided on written down value methodand pro-rata in respect of acquisitions or disposalsduring the year at the rates prescribed in ScheduleXIV of the Companies Act, 1956.Depreciation on all assets acquired on merger of NiulabEquipment Company Private Limited are provided onstraight line method and pro-rata in respect ofacquisitions or disposals during the year at the ratesprescribed in Schedule XIV of the Companies Act, 1956.

e) Amortization of GoodwillGoodwill raised on Amalgamation is amortized over aperiod of 5 years.

f) ImpairmentAn asset is treated as impaired when the carrying costof asset exceeds its recoverable value. An impairmentloss is charged to the Profit and Loss Account in theyear in which an asset is identified as impaired.The impairment loss recognized in prior accountingperiod is reversed if there has been change in theestimate of recoverable amount.

SCHEDULES ‘R’ - NOTES TO THE ACCOUNT

g) InvestmentsCurrent investments are carried at the lower of costand quoted/fair value, computed category wise.Long Term Investments are stated at cost. Provisionfor diminution in the value of long-term investmentsis made only if such a decline is other than temporary.

h) InventoriesInventories are valued at Cost or Net Realisable Value,whichever is lower. Cost is arrived by using First-InFirst-Out (FIFO) formula and includes all cost ofpurchase, cost of conversion and other costs incurredin bringing them to their respective present locationand condition. Inventories of under production film arevalued at actual amount spent, which includes amountpaid, bills settled and advances paid for which bill areawaited. The amount incurred during the year iscapitalized by allocating into the various projects underproduction.

i) Debtors and CreditorsDebit and Credit balances of same parties are statedon Net basis

j) Customs DutyCustom Duty on goods lying in the customs bondedwarehouse are provided for and included in thevaluation of inventory.

k) Borrowing CostBorrowing costs that are attributable to the acquisitionor construction of qualifying assets are capitalised aspart of the cost of such assets. A qualifying asset isone that necessarily takes a substantial period of timeto get ready for its intended use or sale. All otherborrowing costs are recognized as expenses in theperiod in which they are incurred.

l) Retirement Benefitsi) Contribution to Provident Fund and Family

Pension Scheme is charged to Revenue.ii) Payment of Gratuity and Leave Encashment are

accounted for on cash basis.m) Foreign Currency Transactions

Transactions in foreign currencies are recorded at theexchange rate prevailing on the date of transaction.Foreign currency monetary assets and liabilities aretranslated at the year end exchange rates. Exchangedifferences arising on settlement or translation ofmonetary items are recognized as income or expensesin the year in which they arise, except in respect ofliabilities for the acquisition of fixed assets, in which casethey are adjusted in the carrying cost of such assets.

n) LeasesLeases where the lessor effectively retains substantiallyall the risks and rewards of ownership of the leased term,are classified as operating leases. Operating leaserentals payable are charged as rent in profit and lossaccount.

o) Tax ExpensesDeferred tax assets and liabilities are recognized forfuture tax consequences attributable to timingdifferences between taxable income and accounting

41

income that are capable of reversal in one or moresubsequent periods and are measured using relevantenacted tax rates. The deferred tax asset is recognizedand carried forward only to the extent that there is areasonable certainty that the assets will be realized infuture in accordance with Accounting Standard 22 on"Accounting for Taxes on Income".Provision is made for Income Tax as per the provisions ofThe Income Tax Act, 1961 and the rules made thereunder.

p) Provision, Contingent Liabilities and ContingentAssetsProvisions comprise liabilities of uncertain timing oramount. Provisions are recognized when there is apresent obligation as a result of past events and it isprobable that there will be an outflow of resources.Contingent Liabilities are disclosed by way of Notesto Accounts.Contingent Assets are not recognized in the financialstatements.

2) The financial statements have been drawn up from April 1, 2010to September 30, 2011 pursuant to the permission grantedfor the extension of the financial year by the Registrar ofCompanies, Mumbai vide its letter dated 12/08/2011.

3) Current period figures are not comparable with the previousyear, as the current period is for 18 months as against theprevious year of 12 months.

4) Contingent Liabilitiesa) Bank Guarantees outstanding: Rs. 73,34,074

(Rs. 82,68,897)b) Letter of Credit Outstanding: Rs. 65,89,998

(Rs. 201,01,840)c) Imports under Clearance 345,03,295

(Rs. 35,257)3) Managerial Remuneration

a) Computation of Profit in accordance with Section 349of the Companies Act, 1956.

Particulars For the period April 1, 2010 2009-2010 to September 30, 2011

Rs. Rs.Loss after taxationas per Profit and Loss Account (12,48,44,909) (103,83,187)Add/Less: Provision for Taxation– Current NIL 140,00,000– Deferred (146,35,369) (28,19,949)Managerial Remuneration 101,70,000 67,80,000Depreciation as per Accounts 548,12,955 342,95,006

Total (744,97,323) 418,71,870Less: Depreciation underSection 350 of theCompanies Act, 1956 548,12,955 342,95,006Profit on Sale of Fixed Assets 110,61,909 4,25,202

Net Profit/(Loss) (14,03,72,187) 71,51,662Eligible Commission toDirector @ 1% of Net Profit * NILCommission Paid NIL* In view of losses in computation incurred during the year, nocommission is payable to Managing Director

b) Managerial remuneration under section 198 of theCompanies Act, 1956.

Managerial RemunerationFor the period 2009-2010

April 2010 toSeptember 2011

Rs. Rs.Salary and other emoluments,including perquisites 101,70,000 67,80,000Commission NIL NIL

Total 101,70,000 67,80,000

6) There are no amounts due to Small Scale undertakings towhom company owed a sum exceeding Rs.1,00,000/- whichwas outstanding for more than 30 days as at the end of thefinancial year.

7) The company has not received any memorandum (asrequired to be filed by the suppliers with the notified authorityunder the Micro Small and Medium Enterprise DevelopmentAct, 2006) claiming their status as on 30th September, 2011as micro small or medium enterprises. Consequently theamount paid/payable to these parties during the financialyear is nil.

8) Repairs and Maintenance includes a sum of Rs. 18,16,115/- (Previous Year Rs. 1,08,800/-) towards Repairs andMaintenance of buildings.

9) Deferred TaxComponents of Deferred Tax Balance:The tax effects of timing difference are reflected through adeferred tax asset/liability, which is included in the BalanceSheet.The components of Deferred Tax balance are as under: -Particulars As on As on

30.09.2011 31.03.2010Rs. Rs.

Depreciation NIL 1,80,92,478Disallowed expensesto be recouped NIL (34,57,109)

Total NIL 1,46,35,369

10) SEGMENT REPORTINGThe Company operates in single segment viz. AnalyticalInstruments, its accessories and services. There is no otherreportable segment as per Accounting Standard -17.

11) UTILISATION OF THE MONEY RAISED BY GDRThe Company has raised an amount of Rs. 337,795,000/-by way of issue of 67,55,900 GDR on 19th April, 2010. TheCompany has invested a sum of Rs. 4,71,779/- towards100% Equity Capital of Ashco Niulab FZE, wholly ownedsubsidiary company. Further an amount of Rs.49,53,81,509/- has been issued to the subsidiary towardsadvance for conduct overseas business.

12) RELATED PARTY TRANSACTIONSPursuant to Accounting Standard -18, issued by TheInstitute of Chartered Accountants of India, the names ofrelated parties and nature of relationship and particulars oftransactions with the said related parties during the yearare as under:

42

A) NAME OF THE RELATED PARTIES ANDDESCRIPTION OF RELATIONSHIP: -i) SUBSIDIARY COMPANY: -

Ashco Niulab FZEii) ASSOCIATE COMPANIES: -

ANKK Mediaarts Private LimitedAshco Niulab Exports Limited

iii) KEY MANAGEMENT PERSONNEL AND

RELATIVES: -Mr. Ashoak KotwaaniMrs. Kanchan KotwaniMr. Bhagwan K. KotwaniMr. Manohar K. KotwaniMr. Shyam K KotwaniMr. Ankush A. KotwaniMrs. Kavita GodhwaniMrs. Geeta BalaniMrs. Sharmeen Kotwani

B) TRANSACTIONS WITH RELATED PARTIES: -i) NATURE OF TRANSACTIONS: -

(Rs. in Lacs)

Particulars Subsidiary Associate Key ManagementCompany companies Personnel Relatives

Sales — — — —(—) (92.00) (—) (—)

Purchases — — —(—) (—) (—) (0.07)

Advances Recoverable (Net) 4953.82 0.12 — -5.64(—) (58.23) (-0.67) (-6.95)

Investment 471.78 — — —(—) (—) (—) (—)

Remuneration on services — — 101.70 115.03(—) (—) (67.80) (98.13)

Legal and Professional Services — — — 1.13(—) (—) (—) (3.00)

Staff Welfare Expenses — — — 23.42(—) (—) (—) (11.66)

Loans Received (Net) — — (137.82) (260.85)(—) (—) (-257.53) (-532.67)

ii) AMOUNT OUTSTANDING FROM (TO) RELATED PARTIES AS AT 30.09.2011: -(Rs. in Lacs)

Particulars 30.09.2011 31.03.2010

Advances Recoverable 5091.63 130.77Outstanding Liabilities 15.78 11.78Loans Outstanding 450.12 50.96

Note: Related party relationship is as identified by the company and relied upon by the Auditors.

13) EARNING PER SHARE AS PER AS 20 IS CALCULATED AS FOLLOWS: -

Particulars Unit 30.09.2011 31.03.2010

Net Loss after Tax Rs. 12,48,44,909 103,83,187Weighted Average Number Nos. 6,41,75,587 2,631,15,452Nominal Value per Share Rs. 10.00 1.00Basic Earning per Share (Weighted Average) Rs. (1.95) (0.04)Diluted Earning per Share Rs. (1.95) (0.04)

14) Additional information pursuant to the provisions of paragraphs 3, 4(C) and 4(D) of Part II and of Schedule VI of the CompaniesAct, 1956:a) CAPACITY AND PRODUCTION

Products Production Unit Licensed Installed QuantityCapacity (P.A.) Capacity Manufactured

Analytical Instruments, Balances and Accessories Nos. Not Applicable * NIL* (NIL)

*INSTALLED CAPACITY: Installed capacity is a function of product-mix and cannot be expressed in terms of Value / Nos.

43

b) TURNOVER AND STOCKS

Particulars Unit Opening Stock Sales Closing StockQty Rs. Qty Rs. Qty Rs.

Analytical Instruments, Nos 2793 20,74,79,229 1572 30,33,39,925 2110 14,46,09,286Balances and Accessories (2577) (19,24,30,592) (2879) (21,22,11,442) (2793) (20,74,79,229)Chemicals Mts — Nil 3529 32,13,54,050 — Nil

(—) (Nil) (2926) (25,03,56,143) (—) (Nil)Safety Shoes Nos — Nil — Nil — Nil

(—) (Nil) (74341) (5,04,10,104) (—) (Nil)Software — — Nil 70170 28,97,25,315 — Nil

(—) (Nil) (—) (Nil) (—) (Nil)Movie Rights — — Nil — Nil — Nil

(—) (Nil) (—) (3,56,88,000) (—) (Nil)Work In Progress — — Nil — Nil — Nil

(—) (3,44,93,899) (—) (Nil) (—) (Nil)Total 20,74,79,229 91,44,19,290 14,46,09,286

(22,69,24,491) (54,86,65,689) (20,74,79,229)

c) RAW MATERIALS CONSUMED

Particulars Unit Qty Value (Rs.)

C.K.D. Materials of Analytical Instruments and Accessories * NIL NIL(NIL) (NIL)

*Raw Materials are product-mix and in different measures hence it cannot be expressed in any specific terms ofmeasurement and hence quantities are declared in sets, which includes various types of materials..

d) PURCHASES OF FINISHED GOODS

Particulars Unit Qty Value (Rs.)

Analytical Instruments, Balances and Accessories Nos 889 18,47,00,073(3095) (16,26,42,030)

Chemicals Mts 3529 32,43,11,497(2926) (25,02,48,897)

Safety Shoes Nos — NIL(74341) (4,96,67,048)

Software Nos 70170 28,91,57,741(—) (NIL)

Movie Rights — NIL(—) (1,16,71,960)

Total 79,81,69,311(47,42,29,935)

e) VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS, STORES AND SPARES CONSUMED ANDPERCENTAGE THEREOF TO TOTAL CONSUMPTION.i) RAW MATERIALS

Particulars % Value (Rs.)

Imported — — (—) (—)

Indigenous — — (—) (—)

— — (—) (—)

ii) CONSUMABLES, STORES AND SPARES

Particulars % Value (Rs.)

Indigenous 100 3,20,83,129(100) (1,33,38,886)

44

f) C.I.F. VALUE OF IMPORTS

Particulars Amount (Rs.)

Finished Goods 1,57,37,063(1,22,89,282)

Capital Goods 5,42,00,616(30,60,013)

g) EXPENDITURE IN FOREIGN CURRENCY


Travelling 24,39,052(21,47,831)

h) EARNING IN FOREIGN CURRENCY


Sales 3,28,30,000(2,40,85,111)

Service Charges 87,03,528(17,33,900)

Commission Received 2,83,308(13,39,22,259)

15) In the opinion of the Board of Directors, all the current assets, loans and advances have value on realization at least of anamount equal to the amount at which they are stated in the Balance Sheet.

16) Comparative financial information (i.e. amounts and other disclosures for the previous year presented above as correspondingfigures), is included as an integral part of current period's financial statements, and it is to be read in relation to the amountsand other disclosures relating to the current period. Figures of the previous year have been regrouped/ reclassified wherevernecessary to correspond to figures of the current period.

17) Figures have been rounded off to the nearest rupee.

18) Figures in bracket are in respect of previous year.




SIGNATURE TO SCHEDULES ‘A’ TO ‘R’

45

Additional information pursuant to Part IV of Schedule VI to the Companies Act, 1956BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

i) REGISTRATION DETAILS

Registration No. 39437State Code 11Date of Balance Sheet 30.09.2011

AMOUNT (Rs. in Lacs)

ii) CAPITAL RAISED DURING THE YEARPublic Issue 3377.95Rights Issue NilBonus Issue NilPrivate Placement Nil

iii) POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDSTotal Liabilities 13210.23Total Assets 13210.23

a) Sources of FundsPaid up Capital 6498.31Reserves and Surplus 607.02Secured Loans 3872.16Unsecured Loans 144.42Deferred Tax —

TOTAL 11121.90

b) Application of FundsNet Fixed Assets 2478.35Investments 8.87Net Current Assets 8634.68

TOTAL 11121.90

iv) PERFORMANCE OF COMPANYTurnover 12239.66Total Expenditure 13634.46Profit / (Loss) before tax (1394.80)Profit / (Loss) after tax (1248.45)Earning per share (Weighted Average) Rs. (1.95)Dividend rate (%) —

v) GENERIC NAMES OF PRINCIPAL PRODUCTS/SERVICES OF COMPANY(as per monetary terms)Item Code No. (ITC Code) Product Description9027 / 9016 Analytical Instruments and Balances

For and on behalf of the BoardASHOAK KOTWAANIChairman & Managing Director

Place: Mumbai KANCHAN KOTWANIDate: 05th December, 2011 Whole Time Director

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'CASH FLOW STATEMENT FOR 18 MONTHS ENDED 30th SEPTEMBER, 2011(Rs. in Lacs)

30.09.2011 31.03.2010A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extraordinary items (1,394.80) 7.97Adjustment for :Depreciation and Amortisation of goodwill 954.61 613.94Interest Expenses 789.65 427.99Interest Income (16.34) (3.11)Profit on sale of fixed assets (110.62) (4.25)Profit on sale of Shares and Mutual Fund (47.65) —Dividend Received (0.17) (0.57)

Operating Profit before working capital changes 174.68 1,041.97Adjustment for:(Increase)/Decrease in Trade Receivables (1,571.92) 989.05(Increase)/Decrease in Inventories 640.82 206.73(Increase)/Decrease in Other Current Assets (3,477.76) (1,154.86)Increase/(Decrease) in Trade Payable 678.92 (453.28)

Cash generated from operations (3,555.27) 629.61Tax Paid (187.02) (161.56)

Cash Flow before Extraordinary items (3,742.29) 468.05Prior Period (Expenses)/Income — —

Net Cash from Operating Activities (3,742.29) 468.05

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets and Capital work in Progress (690.52) (69.36)Sale of Fixed Assets 174.05 48.79Interest Received 16.34 3.11(Purchase)/Sale of Investments 126.50 —Dividend Received 0.17 0.57Net cash used in Investing Activities (373.46) (16.89)

C. CASH FLOW FROM FINANCE ACTIVITIESIncrease in Equity Share Capital 3,377.95 —Share Premium 1,182.28 —Proceeds from Loans 659.71 97.42Proceeds from Unsecured Loans 28.56Repayment of Term Borrowings (233.62) (165.58)Interest paid (789.65) (427.99)Dividend Paid (0.01) (0.08)

Net Cash from Finance Activities 4,225.23 (496.23)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENT 109.49 (45.07)Cash and Cash Equivalents (Opening Balance) 68.46 113.53Cash and Cash Equivalents (Closing Balance) 177.95 68.46Cash and Cash equivalent excludes Bank Balance with Bank onUnclaimed Dividend Account Rs. 305,732/- (P.Y. 307,132/-)




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PROXY FORM

ASHCO NIULAB INDUSTRIES LIMITEDRegistered Office: Lab House, Plot No.F-13, Opp. Seepz, M.I.D.C., Andheri (East), Mumbai - 400 093

I/We ____________________________________________________________________________________________________

of ___________________________________ in the district of ______________________________________________ being a

Member/Member(s) of the above named company, hereby appoint Mr./Mrs. _____________________________________________

of __________________________________________ in the district of ______________________________________________

or failing him Mr. ___________________________________________ of __________________________________________

in the district of ______________________________________________________ as my/our proxy to vote for me/us on my/ourbehalf at the 25th Annual General Meeting of the company to be held on Friday the 30th December, 2011, at 09.30 a.m. and at any

adjournment thereof.

Signed this _____________________ day of ___________________ 2011

Signed by the said ____________________________________________

Regd.Folio No./DP ID & Client ID _____________ No.of Shares held ____

Note: The proxy must be deposited at the Registered Office of the Company not less than FORTY EIGHT hours before the time forholding the meeting.

ASHCO NIULAB INDUSTRIES LIMITEDRegistered Office: Lab House, Plot No.F-13, Opp. Seepz, M.I.D.C., Andheri (East), Mumbai - 400 093

ATTENDANCE SLIP

I hereby record my presence at the 25th Annual General Meeting to be held at F-13, Lab House, Opp SEEPZ, MIDC, Andheri (E),Mumbai - 400 093, the 30th December, 2011 at 09.30a.m.

Name of the Shareholder(s) ________________________________________________________________________________(In Block Capitals)

Name of the Proxy or Company Representative ________________________________________________________________(in Block Capitals)

Signature of the Shareholder(s) orProxy or Company Representative ___________________________________________________________________________

NOTE: 1. A Proxy attending on behalf of a Shareholder(s) should write the name of the Shareholder(s) from whom he holdsProxy.

2. Members are requested to bring their copy of the Annual Report with them to the Meeting as additional copies of thesame will not be made available at the meeting.

AffixRe. 1

RevenueStamp

✄✄

If undelivered, please return to :

ASHCO NIULAB INDUSTRIES LIMITED(Formerly known as Ashco Industries Limited)Lab House, Plot No. F-13, Opp. Seepz,M.I.D.C. Andheri (E), Mumbai - 400 093.

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