Hiran AR 2014-15 should bear this in mind. ... account(s) to their respective ... the Company's Registrar and Share Transfer Agent. In respect of shares held in demat form,

ST31 ANNUAL REPORT

ST31 ANNUAL REPORT

2013 -20142014 -2015

Forward – Looking Statement

In this annual report we have disclosed forward looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements, written and oral, that we periodically contain forward looking statements that set out anticipated results based on the management's plan and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipate', ''estimate', 'expects', 'project', 'intends', 'plans', 'believes' and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind. We undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future information or otherwise.

BOARD OF DIRECTORS:Kantilal M. Hiran(Chairman and Managing Director)

H. N. Bafna(Independent director)

Nitinn Satyendra Gupta (Independent Director)

Dariyadevi K. Hiran (From January 31st, 2015)(Additional Director)

COMPANY SECRETARY

Ratika R. Gandhi

STATUTORY AUDITORS:

M/s. MVK Associates -(Chartered Accountants)

BANKERS:

Housing Development Finance Corporation

(HDFC Bank)

REGISTERED OFFICE:

Unit No. 908, 9th FloorIjmina-Immitation JewelleryOff Link Road, Malad (W) Mumbai – 400 064.Tel.: 022-40144127Fax: 022-40953099Email: [email protected]

[email protected]: www.hiranorgochem.com

CONTENTS

Directors’ Report

Report on Corporate Governance

Certification by Chairman& Managing Director

Management Discussion and Analysis

Auditors’ Report

Statement of Profit and Loss Account

Cash Flow Statement

Notes to the Financial Statement

Annexure to the Director's Report

Annexure to the Auditors' Report

REGISTRAR AND SHARE TRANSFER AGENTS:

Bigshare Services Pvt. Ltd.E-2 /3, Ansa Industrial Estate,Saki Vihar Road, Andheri (E),Mumbai – 400 072.Tel.: 022-40430200Fax: 022-28475207Email: [email protected]

Notice

Certificate of Corporate Governance

The Ministry of Corporate Affairs has now permitted companies to send various notices/documents including those covered under Sections 101 and 136 of the Companies Act, 2013 read with Section 20 of the Companies Act, 2013 and the underlying rules relating to transmission of documents in electronic mode of the documents under the Companies Act, 2013, to its shareholders, through electronic mode. In this regard we have forwarded the Annual Report for the financial year 2014-2015 in an electronic mode to the shareholders on their email addresses registered with our RTA M/s Bigshare Services Pvt. Ltd. Further we request the Members to support this initiative and register their E-mail addresses in respect of shares held in: (1) dematerialized mode, with their Depository Participants; and (2) physical mode with M/s Bigshare Services Pvt. Ltd. (RTA). Please quote the following particulars in the E-mail Registration Request: Folio No./ DP ID-Client ID, PAN, Name(s) of Registered Holder(s), Address, Telephone and E-mail Address (to be registered for sending future communication through E-mail) and send the same under your signature(s).

Balance Sheet

2

9

33

41

42

31

43

48

49

50

51

17

46

2

NOTICE is hereby given that the Thirty first Annual General Meeting of the Members of HIRAN ORGOCHEM th LIMITED will be held on Wednesday, 30 September, 2015 at 10:00 a.m. at Feast India Banquet-Laxmi Palace, S.V.

Road, Sundar Nagar, Malad – West, Mumbai – 400,064 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2015 and statement of Profit and Loss Account for the year ended on that date, with the Reports of Directors and Auditor thereon.

2. To consider and if thought fit, to pass with or without modification (s), the following resolution as Ordinary Resolution:

read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company herby ratifies the appointment of

SPECIAL BUSINESS:

To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

4. Approval of Related Party Transaction under Section 188 of the Companies Act, 2013

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Section 139(1) and other applicable provisions of the Companies Act, 2013

M/s. MVK Associates, Chartered Accountants, Mumbai (Registration No. 120222W) as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of the Annual General Meeting to be held for the financial year 2015-16, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors plus reimbursement of out of pocket expenses and applicable taxes.”

3. Appointment of Mrs. Dariyadevi Hiran (DIN: 00187107) as Director of the Company:

“RESOLVED THAT Mrs. Dariyadevi Hiran (DIN 00187107), who was appointed by the Board of Directors as an Additional Director of the Company with effect from January 31,2015 by the Board of Directors and who hold office up to the date of the forthcoming Annual General meeting with pursuant to Section 161(1) of the Companies Act, 2013 (“the Act”)read with Companies (Appointment and Qualification of Directors) Rules 2014, and whose term of office expires in this annual general meeting in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act signifying his intention to propose Mrs. Dariyadevi Hiran for the office of Director be and is hereby appointed as a Director of the Company.”

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved ratified and confirmed in all respects.

“RESOLVED THAT with pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with applicable Rules under Companies (Meetings of Board and its powers) Rules, 2014 and in terms of applicable provision of Listing Agreement executed with Stock Exchanges (including any amendment, modification or re-enactment thereof), consent of the Company be and is hereby accorded for entering into Related Party Transactions in routine course of business and under arm’s length basis with effect

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3

from 1st April, 2015 till March 2016 and every year thereafter, up to the maximum per annum amounts of Rs.1 crore.

FURTHER RESOLVED THAT same shall be subject to ratification in next annual general meeting or in the event of any substantial change in above resolution passed.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved ratified and confirmed in all respects.

By Order of the Board

Sd/-Place: Mumbai Kantilal M. Hiran

th Date: 13 August, 2015 Chairman & Managing DirectorCIN: L51900MH1983PLC029596 DIN: 00186885

Address: 103/104, C-wing, Vastu park, Evershine Nagar, Malad (w),

Mumbai, 400064.

Registered Office: Unit 908,9th flr, IJMIMA-Immitation Jewellery Mkt CSL, Raheja Metroplex, Link Road, Malad (West), Mumbai – 400 064

The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) in respect of the business under Item Nos. 3 to 4 of the Notice, is annexed hereto.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE COMPANY'S REGISTERED OFFICE, DULY COMPLETED AND SIGNED, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE MEETING. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES ETC., MUST BE SUPPORTED BY APPROPRIATE RESOLUTIONS / AUTHORITY, AS APPLICABLE. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. IN CASE A PROXY IS PROPOSED TO BE APPOINTED BY A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS, THEN SUCH PROXY SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

nd2. The Register of Members and Share Transfer Books will remain closed from Tuesday, 22 September 2015 to thWednesday, 30 September 2015 (both days inclusive).The cut-off date for voting rights shall be

rd23 September, 2015.

NOTES:

2014-15

3. Members are requested to notify immediately any change in their address/bank mandate to their respective Depository Participant (DP) in respect of their electronic share accounts and to the Company's Registrar & Share Transfer Agent at Big Share Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (E), Mumbai – 400 072 in respect of their physical share folios.

4. Members are requested to note that the Company's shares are under compulsory electronic trading for all investors. Members are, therefore, requested to dematerialise their shareholding to avoid inconvenience. Members whose shares are in electronic mode are requested to inform change of address and updates of bank account(s) to their respective Depository Participants. Members who have not registered their e-mail address so far are requested to register their e-mail address, by sending an email stating clearly your name, folio no. if you are holding shares in physical form / DP Id & Client Id if you are holding shares in dematerialized form.

5. As per the provisions of Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed form SH-13 with the Company's Registrar and Share Transfer Agent. In respect of shares held in demat form, the nomination form may be filed with the respective DP. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company at [email protected].

6. Green Initiative: In order to support the Green Initiative implemented by the Ministry of Corporate Affairs, for receipt of various documents and notices through electronic mode the Members who have not yet registered their email address with the Depository through their concerned Depository Participants (DPs) are requested to register the same with their DPs. Members who hold shares in physical form are requested to register their email address with the Company's Registrar & Share Transfer Agent at Big Share Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (E), Mumbai – 400 072.

The Company believes in green initiative and is concerned about the environment. The Company has emailed the documents in electronic mode at your email address obtained from the depositories/R & TA. Members who have not registered their email addresses have been furnished hard copy of the documents.

7. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Big Share Services Private Limited, Registrar & Share Transfer Agent. Members are requested to note that dividends not claimed within seven years from the date of the transfer to the Company's Unpaid Dividend Account, will as per Section 124 of the Companies Act,2013 (Section 205A of the erstwhile Companies Act, 1956) be transferred to the Investor Education Protection Fund (IEPF). Company as on last results does have unclaimed dividend of Rs. 4.22 Lacs, which shall be transferred to Investors Protection Fund account accordingly.

8. Members/proxies are requested to bring the Attendance Slips sent herewith duly filled for attending the Meeting.

9. Voting through electronic means:

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to

stexercise their right to vote at the 31 Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services Limited (CDSL).

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4

The instructions for members for voting electronically are as under:

(i) Log on to the e-voting website www.evotingindia.com during the voting period.

(ii) Click on “Shareholders” tab.

(iii) Now, select the “Hiran Orgochem Limited” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. CDSL: 16 digits beneficiary ID,

b. NSDL: 8 Character DP ID followed by 8 Digits Client ID

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user, then follow the steps given below:

1. Enter your 10 digit alpha-numeric PAN issued by Income Tax Department.

Members who have not registered their PAN with the Company / Depository Participant (DP) are requested to use the default PAN number: as (ABCDE1234Z) in the PAN Field.

2. Enter either the Date of Birth (DOB) in dd/mm/yyyy format OR the Dividend Bank Details, as recorded in your demat account or in the company records for the said demat account or folio, in order to login.

In case either of the details are not recorded with the Company / DP, then please enter the value 01/01/1990 (dd/mm/yyyy format) in the DOB field or 0123456789 in the Dividend Bank details field. After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then reach directly to the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that same password will be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and to take utmost care in keeping your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice and not for any other company.

(x) Click on the EVSN of HIRAN ORGOCHEM LIMITED on which you choose to vote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

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(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvi) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https:/www.evotingindia.co.in and register themselves as Corporate.

lThey should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

lAfter receiving the login details they have to create a user who would be able to link the Account which they wish to vote on.

lThe list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

lThey should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the Scrutinizer to verify the same.

B. The e- voting period commences on Sunday, September 27, 2015 at IST 09:00 a.m. and ends on Tuesday, September 29, 2015 at IST 05.00 p.m. During this period shareholders' of the Company, holding shares

rdeither in physical form or in dematerialized form, as on the cut-off date of 23 September, 2015, may cast their vote electronically.

The e-voting module shall be disabled by CDSL for voting thereafter.

C. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an e-mail to [email protected].

D. The voting rights of shareholders shall be proportion to their shares of the paid up equity share capital of ththe Company as on the cut-off-date (record date) of 28 August, 2015.

E. Mr. Sanjog V. Naravankar, proprietor of S. V. N. Associates - Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the remote e-voting and voting process at the AGM in a fair and transparent manner.

F. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

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6

G. The results shall be declared on or after the AGM of the Company. The Results declared alongwith the Scrutinizer's Report shall be placed on the Company's website www.hiranorgochem.com and on website .

10. Details of the Director seeking re-appointment at the forthcoming Annual General Meeting in pursuance of

Clause 49 of the Listing Agreement.

1. Name of the Director Mrs. Dariyadevi Hiran

2. Date of Birth 09/11/1962

3. Experience in specific functional area and -Position held

4. Qualification Under Secondary School

5. Directorship in other Companies -(excluding Private and Foreign Companies)

6. Chairmanships / Memberships of Committee -across other Companies

7. Shareholding of Non Executive Directors -

8. Relationships between Directors interested Wife of Mr. Kantilal Hiran



th Date: 13 August, 2015 Chairman & Managing DirectorCIN: L51900MH1983PLC029596 DIN: 00186885


Mumbai, 400064.

Registered Office: Unit 908,9th flr, IJMIMA-Immitation Jewellery Mkt CSL, Raheja Metroplex, Link Road, Malad (West), Mumbai – 400 064

CDSL

7

2014-15

8

AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013 (“ACT”), THE FOLLOWING EXPLANATORY STATEMENT SETS OUT ALL MATERIAL FACTS RELATING TO THE BUSINESS MENTIONED UNDER ITEM NOS. 4 TO 8 OF THE ACCOMPANYING NOTICE:

Item no. 3

Mrs. Dariyadevi Hiran (DIN 00187107) is non-executive director of the Company. She joined the Board of Directors of the Company on January 31, 2015 in order to fulfill the criteria of woman director on board as per Companies Act,2013.

Mrs. Dariyadevi Hiran (DIN 00187107), Additional Director of the Company vacates her office in this Annual General Meeting of the Company and has offered herself for reappointment.

Under Section 160 of the Companies Act 2013, a notice in writing has been received from her signifying her intention to act as a Director of the Company along with a deposit of Rs. 1 Lac /- as required under the aforesaid Section.

None of the Director/Key managerial Personnel of the Company /their relatives are in any way, concerned or interested in the proposed resolution except Mr. Kantilal Mangalchand Hiran and Mrs. Dariyadevi Hiran.

The Company has received from Mrs. Dariyadevi Hiran (DIN 00187107):

a) Consent in writing to act as Director in Form DIR-2 pursuant to sub-section 5 of Section 152 of the Companies Act, 2013.

b) Declaration pursuant to sub-section 4 of Section 152 of the Companies Act, 2013 to the effect that he is not disqualified to become a Director under Section 164 (2) of the Companies Act, 2013.

Accordingly, the Board recommends the resolution set forth in Item No. 3 for the approval of the Members as an Special Resolution.

Item no. 4

Section 188 of the Companies Act, 2013 read with rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribe certain transactions for approval of related party transactions. The revised Clause 49 of the Listing Agreement which has come into operation with effect from October 1, 2014 has also prescribed seeking of shareholders' approval for material related party transactions. The proviso to section 188 also states that nothing in section 188(1) will apply to any transaction entered into by the company in its ordinary course of business and at arm's length basis.

Hence consent of the Company be and is hereby accorded for entering into the following proposed Related Party stTransactions with effect from 1 April, 2015 till March 2016 and every year thereafter, up to the maximum per

annum amounts of Rs.1 crore.

Accordingly, the Board recommends the resolution set forth in Item No. 4 for the approval of the Members as Special Resolution.

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9

DIRECTORS' REPORT

To,The Members,Hiran Orgochem Limited

Your Directors have pleasure in submitting Thirty first Annual Report of the Company together with the Audited Statements of Accounts of your company for the financial for the year ended 31st March, 2015.

1. Financial Highlights:

The Company's financial performance for the year under review along with previous years figures are given hereunder:

(Rs. in Lacs)

Particulars Current st(1 April, 2014

st st to 31 to 31

2015) 2014)

Net Sales and Other Income 130.48 356.58

Less: Expenditure except Finance Cost & Depreciation 2900.35 908.89

Profit/(Loss) before Finance Cost, Depreciation & Taxation (2769.87) (552.31)

Less: Finance Cost & Depreciation 5.77 169.26

Less: Extraordinary Item Profit / (Loss) before Taxation (2775.64) (721.57)

(Add)/Less: Provision for Taxation & deferred Tax - -

Profit/(Loss) after Taxation (2775.64) (721.57)

2. Performance:

The financials of the Company for the period stended 31 March, 2015 during the year Company

registered sales including other income of Rs. 1,30,48,140/- The Company suffered net Loss after tax of Rs. (27,75,64,088.54). Company currently does not have manufacturing as factory is in possession of SBI bank as mentioned in last year annual report, currently SBI has assigned all the rights, title and interest in financial assistances granted to Company in favour of Edelweiss Asset reconstruction company as informed to Company by Edelweiss via letter no: EdelARC/4392-2014

thdated 13 June, 2014. The Sales shown in Annual Accounts is due to trading activities.

Period Previous Yearst (1 July, 2013

March, March,

3. Dividend

Considering the financial position of the Company your Directors express their inability to recommend any dividend for the financial year

stended 31 March, 2015.

4. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid Dividend relating to past 7 financial years and more cumulating to Rs. 4.22 Lacs is due for remittance on and shall be transferred to the Investor Education and Protection Fund established by the Central Government as per applicable laws.

5. Reserves And Surplus

Company has not transferred any amount to reserves due to losses.

6. Share Capital

The authorised share capital of the Cpmpany as on March 31, 2015 is Rs. 1,050,000,000/-.

The total paid up capital of the Company as on March 31, 2015 is Rs. 98,65,68,600/- comprising of 98,65,68,60 Equity Shares of Rs. 10/-.

7. Directors And Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 the Board of Directors of the Company appointed Mrs. Dariyadevi Hiran as an Additional Director of the Company in the Board Meeting

stheld on 31 January, 2015 under Section 161 of the Companies Act, 2013 who holds office up to the date of this Annual General Meeting. Subject to approval of members the Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director The Board recommends her appointment.

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DIRECTORS' REPORT

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

stDuring the financial year ended 31 March 2015, 7 (seven) Board meetings (excluding adjourned

th thmeeting) were held i.e. on 30 May, 2014, 6 th stAugust, 2014, 14 August, 2014, 1 September,

th st2014, 14 November, 2014, 31 January, 2015 thand 13 February, 2015.

The Audit Committee meetings were held i.e. on th th s t30 May, 2014, 14 August, 2014, 1

th thSeptember,2014, 14 November, 2014 and 13 February 2015.

The maximum interval between any two meetings was well within the maximum allowed gap of four months.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

10. Report On Corporate Governance

Pursuant to clause 49 of the listing agreement entered into with stock exchanges, the following have been made a part of the Annual Report and are attached to this Report:

lManagement Discussion and Analysis Report

lReport on Corporate Governance

lAuditors' Certificate regarding compliance of conditions of Corporate Governance

11. Committees Of The Board

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

2014-15

Audit Committee

lStakeholders' Relationship Committee

lNomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Report.

12. Remuneration Policy

The Board has, on recommendation of the Nomination & Remuneration Committee framed for selection and appointment of Directors, Senior Management and their remuneration.

13. Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate And The Date Of The Report

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

14. Statement Concerning Development And Implementation Of Risk Management Policy Of The Company

The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Agreement.

The Risk Management Committee lays down procedures:

a) To inform Board members about the risk assessment and minimization procedures.

b) Framing, implementing and monitoring the risk management plan for the company.

c) Any other matter that may be entrusted to the Committee by the Board.

l

lRisk Management Committee

18. Explanation Or Comments On Qualifications, Reservations Or Adverse Remarks Or Disclaimers Made By The Auditors And The Practicing Company Secretary In Their Reports And Management's Reply For The Same

A) Ankita Gandhi & Associates

(Internal Auditors)

B) MVK Associates

(Statutory Auditors)

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DIRECTORS' REPORT

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee.

15. Details Of Policy Developed And Implemented By The Company On Its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

16. Particulars Of Loans, Guarantees Or Investments Made Under Section 186 Of The Companies Act, 2013

The particulars of loans, guarantees and investments made & given by the Company in the year 2014-2015 as per Section 186 of Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

17. Particulars Of Contracts Or Arrangements Made With Related Parties:

All the Related Party Transactions are entered on arm's length basis and in ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant Acts. There are no related party transactions entered by the Company which may have potential conflict with the interest of the Company at large.

2014-15

Sr. No.

1.

Auditors Observation

There were some short TDS deduction for the payments made to vendors and contractors

stduring the year ended 31 March, 2015. .

Managements Reply

Immediate necessary rectification actions has been taken by board and shall deduct the short (difference) amount in their future payments.

Sr. No.

1.


Company has exceeded the limit specified in Section 186 of Companies Act, 2013 as regards to lending money.

Managements Reply

The Company at the time of borrowing under Section 293 and while investing funds under Section 372A of the Companies Act, 1956 has passed the necessary special/ordinary resolution and further, The company has initiated Posatl ballot for approval of Shareholder for regularizing current borrowing Limites under the Companies Act, 2013, notice postal ballot which be dispatched on 5th September, 2015 and result o f w h i c h s h a l l b e d e c l a r e d o n 4th October, 2014.

DIRECTORS' REPORT2014-15

12

Sr. No.

2.

3.

4.

5.


Sales recognized by the company were not in conformity with the sales tax returns filed by the company. Sales as per books of accounts were 42.22 lakhs however sales as per returns filed by the company was Nil

Company has not appointed Chief Financial Officer and a whole time Company Secretary as on 31st March, 2015 as required by Section 203 of Companies Act, 2013.

During the year Management has provided for doubtful loans and advances for Rs. 96.50 lacs. Company has also written off Short term loans and advances aggregating to Rs. 202.07 lakhs (net of loans and advances written back). We were not provided with any documentary evidence or basis on which management has relied and classified these loans as doubtful or writing it off.

We have been informed that there are huge outstanding demands, disputed as well as undisputed, against the company with regards to Sales Tax, Income Tax, Excise Duty, Wealth Tax, etc. However, the necessary documentary evidences / information were not made available by the management. Hence we are unable to quantify the same. Loss of the Company is understated to that extent.

Managements Reply

The management has to inform that same has been noted and Immediate necessary rectification actions will be initiated.

Company is seeking for appropriate candidate who shall understand current company position of company and join as chief financial officer.

Company has appointed Ms. Ratika Gandhi as whole-time company Secretary w.e.f. 01/08/2015.

Board informs that company have sent constant reminders to the debtors personally and also via post.

Company will furnish the documentary evidences along with acknowledged copies to our auditors immediately as same were not available during auditing due as same was not available due to office shifting.

The assessments and demands are on stay and currently there is no movement in case as confirmed by company consultants.

Any updates received shall be immediately informed to statutory auditors.

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DIRECTORS' REPORT

19. Company's policy relating to directors appointment, payment of remuneration and discharge of their duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and have constituted proper composition of independent directors for various committees.

Company has two independent directors on board and company have taken declaration of independent directors from them. There are no material pecuniary benefits to independent directors.

20. Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure I and is attached to this Report.

21. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil

2014-15

Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the w e b s i t e o f t h e C o m p a n y a t www.hiranorgochem.com.

22. Listing With Stock Exchanges

The shares of the Company are currently suspended from trading in BSE Limited due to penal reasons. However the Company has made application for revocation of suspension with BSE Limited in near future.

23. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true

C) Mr. Sanjog V. NaravankarCompany Secretary

*Note: The Secretarial audit report is attached as annexure to Directors report is furnished in Annexure IV and is attached to this Report.

Sr. No.

1.

2.


The Company does not have Whole time Company Secretary as Compliance Officer as required under Clause 47(a) of the Listing Agreement as entered between the Company and the Bombay Stock Exchange.

During the Period Under Review, Trading in equity Shares of the Company was suspended with effect from September 9, 2014 due to Non Compliance of Listing agreement.

Managements Reply

Same as mentioned in point no. 03 above.

Company has already moved application for revocation of suspension and suspension will revoked with due approval statutory authorities.

14

DIRECTORS' REPORT

and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- Not applicable to Private Limited Company.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Subsidiaries, Joint Ventures And Associate Companies

Company does not have any subsidiary company or any joint ventures.

M/s. Actgen pharma private limited is associate company to Hiran Orgochem limited. Company has entered into transactions under arms length basis and hence there is no requirement for approvals under Section 188 of Companies act, 2013.

2014-15

25. Public Deposits

The Company has not accepted any deposits within the meaning of Section 73(1) read with rule 1(3) of Companies (Acceptance of Deposits) Rules 2014 as amended.

26. Declaration Of Independent Directors And Familiarisation Programme For Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Director (ED) and Senior Management giving an overview of our operations, to familiarise the new IDs with the Company's business operations. The new IDs are given an orientation on our products, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.

The Policy on the Company's Familiarisation Programme and Code of Conduct for Independent D i r e c t o r s c a n b e a c c e s s e d a t http://www.hiranorgochem.com/financials/financials.html.

27. Statutory Auditors

M/s. MVK Associates, Chartered Accountants, were appointed as Statutory Auditors for a period

thin the Annual General Meeting held on 30 September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

15

DIRECTORS' REPORT

28. Management Discussion And Analysis Report

Management Discussion and Analysis report for the financial period under review as stipulated in Clause 49 of Listing Agreement entered into with the Stock Exchange is set out in a separate section forming part of Annual report.

29. Internal Control System

The Company has an internal control system and conducts Internal audit. The scope and authority of the Internal Audit function is defined by audit committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Audit committee evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies.

30. Particulars Of Employees

During the period none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of limits specified under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and hence no particulars are required to be furnished in connection with the same.

31. Corporate Governance Report

A report on Corporate Governance and a certificate from Mr. Sanjay V. Naravankar- Company Secretary in Whole-time practice, regarding compliance of the requirement of Corporate Governance along with management Discussion & Analysis Report pursuant to Clause 49 of Listing Agreement entered into with stock exchange are annexed hereto.

2014-15

32. Disclosure As Per The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has adopted policy on prevention, prohibition and redressal of sexual harassment at workplace under provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the Financial Year 2014-15, the Company has not received any complaints on sexual harassment.

33. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures (”Code”), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Hiran Orgochem Limited at the time when there is unpublished price sensitive information.

34.

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable with respect to those details.

There are no foreign exchange earnings and outgo during the period ended March 31, 2015

Conservation Of Energy, Technology Absorption And Foreign Exchange And Outgo:

16

DIRECTORS' REPORT

35. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to appreciate and value the contribution made by the Company's employees at all levels during the period under review.


Sd/- Place: Mumbai Kantilal M. Hiran

thDate: 13 August, 2015 Chairman & Managing Director

DIN: 00186885 Address: 103/104, C-wing, Vastu park,

Evershine Nagar, Malad (w), Mumbai, 400064.

Registered Office: Unit 908,9th flr, IJMIMA-Immitation Jewellery Mkt CSL, Raheja Metroplex, Link Road, Malad (West) Link Road, Malad (West), Mumbai – 400 064CIN: L51900MH1983PLC029596

2014-15

ANNEXURE INDEX

Annexure Content

I Annual Return Extracts in MGT 9

II AOC 2 – Related Party Transactions disclosure

III MR-3 Secretarial Audit Report

17

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L51900MH1983PLC029596

2 Registration Date 22/03/1983

3 Name of the Company HIRAN ORGOCHEM LIMITED

4 Category/Sub-category of the Company Company limited by shares -Indian Non-Government Company

5 Address of the Registered office & Unit 908,9th flr,IJMIMA-Immitation Jewellery Mkt;contact details CSL, Raheja Metroplex, Link Road, Malad (West),

Mumbai-400064

6 Whether listed company Yes ; Listed with Bombay Stock Exchange Limited (BSE)Script Code: 506170

7 Name, Address & contact details of the Bigshare Services Pvt Ltd Registrar & Transfer Agent, if any. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road.,

Sakinaka, Andheri(E), Mumbai, Maharashtra 400072Tel: 91-22-2847 0652 | 40430200 | 2847 0653

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. Name and Description of main NIC Code of the % to total turnoverNo. products / services Product/service of the company

1 Dealing in Active Pharmaceutical Ingredients (APIs) drugs 210 100

2

3

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and address of the Company CIN/GLN Holding/ % of ApplicableSubsidiary/ shares Section Associate held

1 Actgen Pharma Private Limited U24239MH2008PTC179859 Associate 49% -

2

ANNEXURE TO THE DIRECTOR'S REPORT 2014-15

18

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding


Demat Physical Total % of Total

Shares


Shares

-

-

18,966,550

19.22% 17,126,550

40,000

17,166,550

17.40% -9.49%

-

0.00% -

-

-

0.00% 0.00%

-

0.00% -

-

-

0.00% 0.00%

3.31% 3,257,000

-

3,257,000

3.30% 0.00%

-

0.00% -

0.00% 0.00%

-

0.00% -

0.00% 0.00%

22,183,550 40,000 22,223,550 22.53% 20,383,550 40,000 20,423,550

20.70% -8.10%

-

-

0.00% -

-

-

0.00% 0.00%

-

0.00% -

-

-

0.00% 0.00%

-

0.00% -

-

-

0.00% 0.00%

-

0.00% -

-

-

0.00% 0.00%

- - 0.00% - - -

0.00% 0.00%

40,000 22.53% 20,383,550 40,000 20,423,550

20.70% -8.10%

-

-

0.00% -

0.00% 0.00%

2.71% 3,321,147

-

3,321,147

3.37% 24.26%

0.00% -

0.00% 0.00%

0.00% -

0.00% 0.00%

0.00% -

0.00% 0.00%

0.00% -

0.00% 0.00%

4.83% 3,304,651

-

3,304,651

3.35% -30.71%

0.00% -

-

-

0.00% 0.00%

0.00% -

0.00% 0.00%

7,442,096 7.54% 6,625,798 - 6,625,798 6.72% -10.97%

(2) Foreign

a) NRI Individuals

b) Other Individuals

c) Bodies Corp.

d) Any other

Sub Total (A) (2)

TOTAL (A)

A. Promoters

f) Insurance Companies

e) Banks / FI

f) Any other

B. Public Shareholding

1. Institutions

a) Mutual Funds

No. of Shares held at the end of the year

[As on 31-March-2015]

b) Banks / FI

c) Central Govt

a) Individual/ HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

% Change

during the

year

Sub Total (A) (1)

Category of Shareholders

g) FIIs

i) Others (specify)

Sub-total (B)(1):-

(1) Indian

No. of Shares held at the beginning of the year


d) State Govt(s)

e) Venture Capital Funds

h) Foreign Venture

Capital Funds

18,926,550

-

-

3,257,000

-

-

40,000

3,257,000

-

-

-

-

-

-

-

-

22,183,550 22,223,550

-

-

-

-

- -

-

-

-

-

-

-

2,672,831

-

-

-

-

4,769,265

-

-

-

-

-

-

-

-

-

-

-

- 7,442,096

-

2,672,831

-

-

-

-

4,769,265

-

-

-

19



Shares


Shares

3760351 8500 3,768,851 3.82%

-

0.00% -

0.00% 0.00%

-

0.00% -

0.00% 0.00%

267291 - 267,291

0.27%

488,323

0.00% 812176 - 812,176

0.82% 66.32%

-

0.00% -

0.00% 0.00%

841,001

0.85% 61866 - 61,866

0.06% -92.64%

-

0.00% -

0.00% 0.00%

-

0.00% -

0.00% 0.00%

52,855,024 53.57% 58,032,817 438,505 58,471,322 59.27% 10.63%

98,656,860 100.00% 98,178,355 478,505 98,656,860 100.00% -

-

0.00% -

0.00% 0.00%

22.68%

-3.04%

C. Shares held by

Custodian for GDRs &

ADRs

16.36% 13,136,190

-

13,136,190

i) Individual shareholders

holding nominal share

capital upto Rs. 1 lakh

ii) Individual shareholders

holding nominal share

capital in excess of Rs 1

lakh

14,756,597

14.96% 14916668 396,505

13.32%

15,313,173

15.52% 3.77%

c) Others (Directors

relatives)

31,177,337

31.60% 38214465 33,500

38,247,965

38.77%

Foreign Bodies - D R

Sub-total (B)(2):-

Total Public (B)

Grand Total (A+B+C)

Non Resident Indians

Foreign Nationals

Clearing Members

Trusts

a) Bodies Corp.

No. of Shares held at the end of the year


% Change

during the

year

Category of Shareholders

b) Individuals

No. of Shares held at the beginning of the year


i) Indian

ii) Overseas

2. Non-Institutions

Overseas Corporate

Bodies

-

-

-

-

-

-

-

439,505

479,505

-

-

397,505

33,500

-

-

488,323

-

841,001

-

-

52,415,519

82,041,165

98,177,355

-

16,136,190

-

31,143,837

5,315,975 8,500 5,324,475

14,359,092

267291 267291-

5.40%

0.27% -

-

--

82,520,670 83.64% 85,042,165 478,505 85,520,670 86.68% 3.04%479,505

16,136,190

-

-

-

-

-

-

-

-

-

20


(ii)

No. of

Shares

% of total

Shares of

the

company

% of Shares

Pledged/

encumbered

to total

shares

No. of

Shares

% of total

Shares of

the

company

% of Shares

Pledged /

encumbered

to total

shares

1 6950000 8.42 6950000 6,950,000 7.04 6950000 1.38

2 4,446,500 5.39 4050000 4,446,500 4.51 4050000 0.88

3 5636000 6.83 4386000 3836000 3.89 2586000 2.94

4 3257000 3.95 3250000 3,257,000 3.30 3257000 0.65

5 1894050 2.30 1500000 1,894,050 1.92 1500000 0.38

6 20000 0.02 0 20,000 0.02 0 0.00

7 20000 0.02 0 20,000 0.02 0 0.00

22,223,550 20,136,000 20,423,550 18,343,000 6.23

Sunflower Trading Pvt. Ltd.

Dariyadevi Hiran

Vishal Hiran

Yogesh Hiran

Shareholding at the beginning of the

year 01/04/2014

Shareholding at the end of the year

31/03/2015

% change

in

shareholding

during

the year

Shareholder’s Name

Vijay K. Hiran

Kantilal Hiran

Naresh Hiran

SN

Shareholding of Promoter

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

26.93% 22.53%

30/06/2014 Transfer 1.09% 21.61%

Decrease 11/07/2014 11/07/2014 Transfer 1.09% 20.70%

- 20.70% 20,423,550

21,323,550

20,423,550

20,423,550

(900,000)

(900,000)

22,223,550 22,223,550

% of total

shares

% of total

shares

Cumulative Shareholding during the year

31/03/2015

Shareholding at the beginning of the year

01/04/2014

Date Reason

No. of shares No. of shares

At the beginning of the year

At the end of the year

Decrease 30/06/2014

Particulars

26.93 20.70

21


(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

1

1-Apr-14 0.00% 16.36%

1-Aug-14 Transfer -3.64% -3.04%

31-Mar-15 15.92% 13.32%

2

1-Apr-14 5.41% 4.53%

25-Apr-14 Transfer -2.38% 2.54%

9-May-14 Transfer -2.97% 0.06%

23-May-14 Transfer -0.07% 0.00%

1-Aug-14 Transfer 3.64% 3.04%

31-Mar-15 3.64% 3.04%

3

1-Apr-14 3.03% 2.53%

0.00%

31-Mar-15 3.03% 2.53%

4

1-Apr-14 1.82% 1.52%

30-Jun-14 Transfer 0.61% 2.03%

4-Jul-14 Transfer 0.06% 2.08%

31-Mar-15 2.48% 2.08%

5

1-Apr-14 1.62% 1.35%

4-Jul-14 Transfer 0.06% 1.40%

11-Jul-14 Transfer 0.76% 2.04%

31-Mar-15 2.44% 2.04%


Changes during the year


The Bank of New York Mellon, DR

HIGHBLUESKY EMERGING MARKET

FUND


(1,960,000)

16,136,190

UNITED INDIA INSURANCE

COMPANY LIMITED

At the beginning of the year 2,499,180

At the end of the year 2,499,180

JAGANNATH VIKRAM KANGANE

At the beginning of the year 1,500,000

At the end of the year 2,014,079


% of total

shares

16,136,190

(3,000,000) (3,000,000)

13,136,190 13,136,190

4,464,614 4,464,614

2,504,614

SN For each of the Top 10 shareholders Date Reason Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of % of total

shares

2,499,180


(2,450,000)

(54,614)

3,000,000

3,000,000

56,614

-

3,000,000

3,000,000

2,499,180


1,500,000

Changes during the year 2,000,000

MEETA VIPUL SHAH


2,050,000

2,050,000

500,000

50,000

2,050,000

2,014,079

At the beginning of the year 1,334,265 1,334,265

Changes during the year 50,000 1,384,265

629,814 2,014,079

shares

No. of

shares

22


6

1-Apr-14 2.20% 1.84%

- 0.00% 0.00%

0.00% 0.00%

31-Mar-15 2.20% 1.84%

7

1-Apr-14 1.39% 1.16%

0.00% 0.00%

0.00% 0.00%

31-Mar-15 1.39% 1.16%

8

1-Apr-14 0.98% 0.82%

4-Apr-14 Transfer -0.03% 0.80%

11-Apr-14 Transfer -0.13% 0.69%

18-Apr-14 Transfer -0.82% 0.00%

2-May-14 Transfer 0.02% 0.02%

16-May-14 Transfer 0.69% 0.59%

23-May-14 Transfer -0.04% 0.56%

30-May-14 Transfer -0.61% 0.05%

6-Jun-14 Transfer 0.01% 0.06%

13-Jun-14 Transfer -0.07% 0.00%

20-Jun-14 Transfer 0.00% 0.00%

31-Mar-15 0.00% 0.00%

Changes during the year -

% of total

shares




during the year

No. of % of total

shares

GHISULAL D RATHOD


-

At the end of the year 1,813,565 1,813,565

MAYUR MANGALDAS KOTHARI


(337) -

49,337

55,237

337

Changes during the year - -

At the end of the year 1,145,228 1,145,228

676,800

-

18,028

583,975

554,337

BEST BULL STOCK TRADING PVT. LTD.

At the beginning of the year 812,434 812,434

Changes during the year (28,084) 784,350

(107,550)

(676,800)

18,028

565,947

(29,638)

(505,000)

5,900

(54,900)

0 - At the end of the year

shares

No. of

shares

23


9

1-Apr-14 0.00% 0.07%

6-Jun-14 Transfer -0.09% 0.00%

30-Jun-14 Transfer 1.04% 0.87%

4-Jul-14 Transfer -0.22% 0.69%

11-Jul-14 Transfer 0.45% 1.07%

1-Aug-14 Transfer -0.04% 1.03%

8-Aug-14 Transfer -0.01% 1.02%

15-Aug-14 Transfer -0.01% 1.01%

22-Aug-14 Transfer 0.00% 1.00%

29-Aug-14 Transfer -0.18% 0.86%

5-Sep-14 Transfer -0.15% 0.73%

21-Nov-14 Transfer 0.00% 0.73%

31-Mar-15 0.00% 0.73%

10

1-Apr-14 0.00% 0.64%

4-Apr-14 Transfer -0.15% 0.52%

20-Jun-14 Transfer 0.02% 0.53%

30-Jun-14 Transfer -0.02% 0.52%

4-Jul-14 Transfer 0.00% 0.51%

18-Jul-14 Transfer 0.00% 0.51%

25-Jul-14 Transfer 0.00% 0.51%

29-Aug-14 Transfer 0.00% 0.51%

5-Sep-14 Transfer 0.06% 0.56%

12-Sep-14 Transfer -0.06% 0.51%

30-Sep-14 Transfer 0.00% 0.51%

12-Dec-14 Transfer 0.00% 0.51%

20-Mar-15 Transfer -0.51% 0.09%

31-Mar-15 Transfer 0.00% 0.09%

% of total

shares




during the year

% of total

shares

SICOM LIMITED

At the beginning of the year 73,541

Changes during the year (73,541) -

375,000

(35,000)

(11,900)

(12,200)

(3,100)

(144,674)

860,000

(183,842)

(120,427)

(2,000)

860,000

676,158

1,051,158

1,016,158

1,004,258

992,058

988,958

844,284

723,857

(1,000) 504,456

(417,225) 87,231

721,857

At the end of the year 0 721,857

ARIHANT CAPITAL MKT. LTD

At the beginning of the year 0 634,767

Changes during the year (126,661) 508,106

48,050 554,006

13,611 521,717

(13,011) 508,706

(3,750) 504,956

500 505,456

(500)

87,231 At the end of the year

504,956

1,000 505,956

(48,050) 505,956

(500) 505,456

No. of

shares

No. of

shares

24


(v) Shareholding of Directors and Key Managerial Personnel:

(Amt. Rs./Lacs)

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

* Addition

* Reduction

Net Change

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Indebtedness at the end of the financial year

Total (i+ii+iii)

Change in Indebtedness during the financial year

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total IndebtednessParticulars

1

1-Apr-14 -- 5.39% 4.51%

-- 0.00% 0.00%

31-Mar-15 5.39% 4.51%

2

1-Apr-14 2.30% 1.92%

-- 0.00% 0.00%

31-Mar-15 2.30% 1.92%At the end of the year 1,894,050

Changes during the year - -


Dariyadevi Hiran


Kantilal Mangalchand Hiran

4,446,500 At the beginning of the year


4,446,500

- -

4,446,500 4,446,500

1,894,050 1,894,050

SN Shareholding of each Directors and

each Key Managerial Personnel

Date Reason Shareholding at the

beginning of the year from

01/04/2014


during the year upto

31/03/2015

% of total shares

% of total shares

1,894,050

NONE

NONE

NONE

No. of shares

No. of shares

25


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN.

-

2 -

3 -

-

-

-

5 -

3.08

B. Remuneration to other DirectorsSN. Total

Amount

(Rs/Lac)

- -

- - -

- - -

- - -

- - -

- - -

- - -

- - -

- - -

- - -

- - -

-

Other Non-Executive Directors

Fee for attending board committee meetings

Commission

Others, please specify

3.08

Particulars of Remuneration Name of Directors

-

Total

Amount

(Rs/Lac)

Independent Directors

Fee for attending board committee meetings

Commission


Total (1)

Overall Ceiling as per the Act

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Name of MD/WTD/ ManagerParticulars of Remuneration

Name

Designation

Gross salary

(b)

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify

4

(c) Profits in lieu of salary under section 17(3) Income- tax Act,

1961

1

(a) alary as per provisions contained in section 17(1) of the

Income-tax Act, 1961

Kantilal Mangalchand Hiran

1

2


Total (A)

Ceiling as per the Act

Managing Director

-

-

-

-

-

-

-

3.08

3.08

-

30.00 30.00

Value of perquisites u/s 17(2) Income-tax Act, 1961

Note: Due to financial constraint, Independent Directors have waived off sitting fees and other expenses.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

SN. Total

Amount

(Rs/Lac)

Gross salary

- -

- --

- -

2 Stock Option-

3 Sweat Equity - - -

Commission

- as % of profit-

- others, specify-

5 Others, please specify-

Total- - - -

CSCEO

4

1

-

-

(a)

17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act,

1961

(c) Profits in lieu of salary under section 17(3)

Income- tax Act, 1961

Particulars of Remuneration Name of Key Managerial Personnel

Name

Designation CFO

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Type Section of the

Companies Act

Brief Description Details of

Penalty /

Punishment/

Compounding

Authority

[RD / NCLT/

COURT]

Appeal made, if any

(give Details)

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

NONE

NONE

NONE


26

Salary as per provisions contained in section

27


FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis: Hiran Orgochem Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during financial year 2014-15.

2. Details of contracts or arrangements or transactions at Arm's length basis:

List of related parties:

Name of the Party Relationship

1 (a) Shri K.M. Hiran Managing Director

(b) Smt. Dariyadevi Hiran Additional Director

2 (a) Shri. V.K.Hiran Relative

(b) Shri. N.K.Hiran Relative

3 (a) Actgen Pharma Pvt.Ltd. Associate

Note: Further the information on all the transaction of related party is mentioned under Schedule no: 23 notes stannexed to and forming part of the accounts for the year ended 31 March, 2015.

28

To,The Members,Hiran Orgochem LimitedUnit 908,9th flr, IJMIMA-Immitation Jewellery Mkt, CSL, Raheja Metroplex, Link Road, Malad (West)Mumbai-400 064 Maharashtra

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Hiran Orgochem Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the company's book s, papers, minute book s, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the book s, papers, minute book s, forms and returns filed and other records maintained by Hiran Orgochem Limited (“the Company”) for the financial year for the ended March 31, 2015 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Tak eovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India ( I s sue o f Capi ta l and Disc losure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations, 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.


Form No. MR-3 SECRETARIAL AUDIT REPORT

For The Financial Year Ended March 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

29

We have relied on the representations made by the Company and its Officers for systems and mechanisms developed by the Company in order to ensure compliances under other applicable Acts, Laws and Regulations to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not applicable, since notified and effective from July 1, 2015.)

(ii) The Listing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that; The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all Directors to schedule the Board Meetings. The Agenda for the meetings along with agenda notes were generally circulated to Directors seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that; the Company has adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Remarks:

I report that

1. Pursuant to the provisions of Sec 203 every Listed

company shall have the following whole-time key managerial personnel:

A. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director

B. Company Secretary

C. Chief Financial Officer.

However, the Company has not Appointed Chief Financial Officer as Key Managerial Personnel and filed the requisite form with ROC.

2. The Company does not have Whole time Company Secretary as Compliance Officer as required under Clause 47(a) of the Listing Agreement as entered between the Company and the Bombay Stock Exchange. However company has appointed Ms. Ratika Gandhi as a Company Secretary w.e.f. 01/ 08/ 2015.

3. As per SEBI Circular no Cir/ ISD/ 3/ 2011 dated 17th June, 2011, 100% of promoter's and promoter group's shareholding should be dematerialized. However the Promoter's and Promoter's group's shareholding of the Company is NOT 100% held in Dematerialized Form.

4. During the year, Company is in violation of limits specified in Section 186 of Companies Act, 2013 as regards to Loans and Investments.

5. During the Period under Review, Trading in equity Shares of the Company was suspended with effect from September 9, 2014 due to Non Compliance of listing agreement.

6. During the financial year 2013-14, State bank of India have taken physical possession of all the secured assets on 4th February, 2014 including the land & factory building due to company's inability to repay the loan. Provided further state bank of India has assigned all the rights, title and interests in favour of Edelweiss Asset Reconstruction Company Limited pursuant to which all the secured fixed assets of the Company are sold by Edelweiss Asset Reconstruction


30

Company Limited.

7. There are various legal cases pending against the company and its directors under SARFASEI Act, 2002 and Negotiable Instruments Act, 1881.

8. During the Period, Company is yet to transfer unclaimed dividends outstanding for a period more than seven years aggregating to Rs. 4.22 Lacs to Investor education Protection Fund.

For SVN & ASSOCIATESCompany Secretaries

Sd/-Place: Mumbai SVN & ASSOCIATES

thDate: 13 August, 2015 (Proprietor)C.P No. 14125 ACS: 37746

Note: This report is to be read with our letter of even date which is annexed as ANNEXURE A' and forms an integral part of this report.

'ANNEXURE A'

To,The Members,Hiran Orgochem Limited

thUnit 908,9 flr ,IJMIMA-Immitation Jewellery Mkt CSL,Raheja Metroplex, Link Road, Malad (West) Mumbai-400 064Maharashtra

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our Responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the

contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For SVN & ASSOCIATESCompany Secretaries

Place: Mumbai SVN & ASSOCIATES thDate: 13 August, 2015 (Proprietor)

C.P No. 14125 ACS: 37746

Sd/-


31

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Cautionary Statement:

Statements in this report on Management Discussion and Analysis describing the company's objectives, projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable securities law. Actual results could differ materially from those expressed or implied. Results should be appreciated in the context of unprecedented and unfortunate happening of forfeiture of Fixed Deposit with Euram Bank resulting in substantial erosion of capital. Important factors that could make a difference to the company's future operations include economic conditions, in which the company operates changes in the government regulations, tax laws and other statutes and other incidental factors.

(a) Industry Structure and Developments:

The Indian Pharmaceutical market (IPM) is highly fragmented with about approx. 24,000 players in total. The market is dominated majorly by branded generics which constitutes of nearly 70% to 80% of Indian markets. Lifestyle drugs have become the leading segment of the Indian Pharmaceutical industry. As per the recent study done by institutions the Indian domestic pharmaceutical market size is estimated to touch US$ 20 billion by 2015 from an estimated size of US$11.72 billion in 2009 and is expected to grow at a CAGR of 9.5% as compared to US$ 0.3 billion in 1980. Company is trying to adopt new business models and trying to reach customers by rendering end to end services to stand up to the competitive market. Regulatory interventions are carefully been observed by the ministry and has estimated to have created 2.20 lakh employment opportunities in the pharmaceutical sector in near future.

(b) Opportunities and Threats:

The Indian pharmaceutical industry opportunities lie in increasing demand in generic drugs which gives open market for pharmaceutical companies. The Indian population is also focusing and taking serious on their health lifestyle as compared to

past years. Indian industry is also considered as global outsourcing hub for contract research, Biotechnology, Clinical trials and Clinical data management, which shall also support low labor cost benefits. There is enormous potential for developing India as a centre for international clinical trials.

The major threats seen will see rising cost of research & development, the cost of bringing a molecule to market globally is estimated to be from $800 million to $4 billion. The price of drugs is very low, due to intense competition. While India is 10th globally in terms of value, it is 3rd in term of volume of drugs produced.

The Drug Price Control Order 2013 listed 348 bulk drugs under price control and formulations under National List of Essential Medicines (NLEM). The formulation-combinations, which come under NLEM total over 650 now. Price control on drugs, mandated by the 2013 whereby drug Price Control Order (DPCO) has not helped in improving access of these medicines in the country,

The Indian pharmaceutical industry, the most respected amongst the emerging nations, is one of the most sought after sectors from a global collaboration point of view.

Specifically w.r.t. the Company the biggest threat is to manage the huge financial loss due to seizer of retail account by EURAM Bank and closure of its plant by Pollution Control Board. The Company is taking best of its effort and has also filed case against EURAM Bank and on recovery of the amount, sees an opportunity to restart its operations, otherwise it shall be difficult to run the operations smoothly.

(c) Segment-wise or Product-wise Performance

The segment results and other details of bulk drugs and other segment are furnished in the Notes to Accounts.

2014-15

32

(d) Outlook

The immediate task in hand is to arrive at an appropriate one time settlement with company's Banker and also to recover the seized amount from EURAM Bank. With this background the future business scenario is difficult to be contrived at the present juncture.

(e) Risks and Concerns

Company is currently focusing to streamline its financial instability of the company, market is currently very tough and competitive. Company is trying its best to adapt the changes in market demand. The Company is presently focusing on debt redemption and business restructuring.

(f) Internal Control Systems and their adequacy

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protection of resources and safeguarding of assets against unauthorized use. The management has appointed M/s. Ankita Gandhi and Associates as

ththe Internal Auditor in its meeting held on 13 August 2015 for regular review of the internal control systems and procedures.

MANAGEMENT DISCUSSION AND ANALYISIS REPORT

(g) Discussion on Financial performance with respect to operational performance

Highlights 2014-15 2013-14

Total quantity of Sales of Own Manufactured Bulk Drugs (in Kgs.) - 500

Income from Operations 130.48 356.58

(Loss)/Profit before Finance Cost, Depreciation and Tax (2769.87) (552.31)

Finance Cost 0.53 18.26

Depreciation 5.24 150.99

Extra Ordinary Item - -

Provision for taxation (Including Deferred Tax) - -

Net (Loss)/Profit after Tax (2775.64) (721.57)

Earnings per Share (in Rs.)- Basic -2.81 -0.73- Diluted -2.81 -0.73

(h) Human Resource Development: We recognize the critical role that our people play in the success and growth of the business. It is the skill and the initiative of the workforce that sets the Company apart from its peers in today's technology driven economy. As in the past, the company enjoyed cordial relations with the employees at all levels. Company’s policy is to provide congenial work culture.

Due to closure of the no. of employees as on 31st March, 2015 is 2.

2014-15



thDate: 13 August, 2015 Chairman & Managing Director

CIN: L51900MH1983PLC029596 DIN: 00186885 Address: 103/104, C-wing, Vastu park,

Evershine Nagar, Malad (W), Mumbai, 400064.

COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

Your Company's philosophy on Corporate Governance envisages attainment of highest level of integrity, fairness, transparency, equity and accountability in all facets of its functioning and in its interactions with shareholders, employees, government, regulatory bodies and the community at large. Your Company has been uploading fair and ethical business and corporate practices and transparency in its dealings. The Directors of the Company believe that good Corporate Governance improves Company's performance, enhances Corporate Social Responsibility and benefits all stakeholders. Accordingly, the Board has established a Corporate Governance framework to ensure that these intentions are met and that all stakeholders are informed about the affairs of the Company.

A. BOARD OF DIRECTORS:

(i) Board Composition:

The Board consists of 4 Directors having varied experience in different areas. The composition of the Board is in conformity with the provisions of Clause 49 of the Listing Agreement. Mr. Kantilal M. Hiran, Chairman & Managing Director of the Company, heads the Board. The Board consists of Two (2) Non-Executive Independent Directors and One (1) non-executive director.

The composition of the Board and the number of directorships in other companies and committees are given below: The composition of the Board and the number of directorships in other companies and committees are given below:

*Other Directorships exclude the Directorships held in Private Limited Companies, Foreign Companies and Companies under Section 25.

# Committees of Directors includes Audit Committee and Shareholders'/Investors' Grievance Committee only. (ii) Board Meetings and Attendance of Directors:

The Board meets at least once in a quarter to consider amongst other business, the performance of the company's quarterly financial results. When necessary, additional meetings are held. The Board meetings are generally held at the Registered Office of the Company at Mumbai. Notice and Agenda for each meeting along with explanatory notes are drafted and distributed well in advance to the Directors. Every Board Member is free to suggest the inclusion of items on the agenda.

stDuring the financial year ended 31 March 2015, 7 (seven) Board meetings (excluding adjourned

thmeeting) were held i.e. on 30 May, 2014, 6th th stAugust, 2014, 14 August, 2014, 1 September,

th st2014, 14 November, 2014, 31 January, 2015 thand 13 February, 2015 The maximum interval

between any two meetings was well within the maximum allowed gap of four months.

The table hereunder gives the attendance recordthe Directors at the Board Meetings held

stduring the financial period 1 April, 2014 to st31 March 2015 and at the last Annual General

Meeting:

*Attended AGM in capacity of shareholder

REPORT ON CORPORATE GOVERNANCE

33

Director Category Number of others

Directorships*

Committee Memberships #

Committee Chairman

ships#

Mr. Kantilal M. Hiran

Mr. H. N. Bafna

Mr. Nitinn Gupta

Chairman & Managing Director, Executive, Promoter

Non-Executive, Independent

Non-Executive, Independent

1

Name of the Directors

Number of Board Meetings attended

Mr. Kantilal M. Hiran 7 Yes

Mr. H. N. Bafna 7 Yes

Mr. Kailash Meethlal 2 Yes

Mr. Nitinn Gupta 5 Yes

*Mrs. Dariyadevi Hiran 1 No

Whether Last Annual General Meeting Attended

2014-15

Mrs. Dariyadevi Hiran Non-Executive, Director

6

-

2

-

-

-

-

-

-

-

-

Separate Board Meeting of Independent Directors

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Separate meeting of the Independent Directors of the Company was held on 13th February, 2015 to review the performance of Non-independent Directors (Including Chairman) and the Board as a whole.

Agenda

All the meetings are conducted as per well designed and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for critical price sensitive information, which is circulate in the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the meetings of the Board and Committees for the information of the Board. Agenda papers are circulated Seven days prior to the Board Meeting.

C. COMMITTEES OF THE BOARD:

The Board Committees play an important role in the governance structure of the Company and are being set out to deal with specific areas / activities which concern the company and need a closer review. The Board Committees are set up underthe formal approval of the Board, to carry out the clearly defined role which is considered to be performed by the Members of the Board as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all the Committees are placed before the Board for their review.

The Board has established the following Committees:

Audit Committee:

As required under Section 177 of the Companies Act, 2013, read with the provisions of Clause 49 of the Listing Agreement, the Board has constituted an Audit Committee. It comprises of two (2) Non-

Executive Independent Directors and one (1) Executive Director. The Committee is headed by Mr. H. N. Bafna and comprises of Mr. Kantilal Hiran and Mr. H.N.Bafna.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal control and financial reporting process and inter-alia performs the following functions:

a) Overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;

b) Recommending the appointment, re-appointment and removal of the statutory Auditors, fixation of Audit fee and approval for payment of any other services;

c) Reviewing with management the Annual Financial Statements before submission to the Board;

d) Reviewing with the management, performance of statutory and internal auditors, adequacy of internal control systems;

e) Reviewing the adequacy of Cost Audit function;

f) Discussing with Auditors any significant findings and follow up on such issues;

g) Discussing with the internal auditors any significant findings and follow up there on;

h) Reviewing the Company's financial and risk management policies; and

i) Examining reasons for substantial default in the payment to Shareholders (in case of non-payment of declared dividends) and creditors, if any.

j) Any other matter duly specified under the applicable provisions of the Companies Act, 2013 read with Clause 49 of Listing Agreement.

Attendance of Members at the Audit Committee Meetings:

The meetings of the Audit Committee are also attended by the Statutory Auditors as special invitees.


34

2014-15

stDuring the financial period ended 31 March, 2015, 5 (Five) Audit Committee Meetings were

th th stheld i.e. on 30 May, 2014, 14 August, 2014, 1 th thSeptember,2014, 14 November,2014 and 13

February 2015.

The table hereunder gives the attendance record of the members of the Committee:

Name of the Audit No. of meetings attended

Mr. H. N. Bafna 5

Mr. Kantilal Hiran 5

Mr. Nitinn Gupta 4

(II) Nomination & Remuneration Committee:

The Company has set up and renamed Remuneration Committee as Nomination and Remuneration Committee pursuant to Companies Act, 2013 . The Committee is consisting of two (2) Non-Executive Independent Directors and (1) Non-Executive Director. The Committee is headed by Mr. H. N. Bafna and comprises of Mr. Nitinn satyendra Gupta as its Member. The broad terms of reference of the Remuneration Committee is to ensure that the remuneration practices of the Company in respect of the Senior Executives, including the Executive Directors, are competitive keeping in view prevalent compensation packages so as to recruit and retain suitable individual(s) in such capacity.

Attendance of Members at the Remuneration Committee Meetings:

During the period ended 31st March 2015, one meeting was held on 31st January, 2015 to propose the appointment of Mrs. Dariyadevi Hiran as Additional Director of the Company.

Remuneration policy:

The Non-Executive Directors have informed the Company that they intend to forgo sitting fees as decided due to poor financial conditions. Consequently no sitting fee was paid to Non-Executive Directors for attending Board Meeting. The Chairman and Managing Director have also foregone his remuneration looking at the financial

Committee Member


35

condition of the Company.

Presently, the company does not have any stock option plan or performance linked incentives for its Directors.

Details of Remuneration given to all the Directors for the financial period ended

st31 March, 2015:(Rs. In Lacs)

Name of the Directors Sitting Fees paid for SalaryBoard Committee

Meetings

Mr. Kantilal M. Hiran - - 3.08

Mr. H. N. Bafna - - -

Mr. M. Kailash Kumar* - - -

Mr. Nitinn Gupta - - -

Mrs. Dariyadevi Hiran

th* resigned from the directorship on 7 August, 2014.

stShares held by Non-Executive Directors as on 31 March, 2015:

Name of the Non-Executive Director held (Nos.)

Mr. H. N. Bafna Nil

Mr. M. Kailash Kumar 2,67,291

Mr. Nitinn Gupta Nil

(III) Shareholder’s Grievance Committee:

The Company has set up a Shareholders/ Investors Grievance cum Share Transfer Committee consisting of Two (2) Non - executives Independent Directors. The Committee is headed by Mr. H.N. Bafna and Mr. Kailash Meetalal was a member who resigned from the directorship on

th07 August, 2014 thereafter the committee was reconstituted and Mr. Nitinn Gupta was inducted as a Member.

The Committee is entrusted with the responsibility to address the Shareholders' and Investor's complaint with respect to transfer of shares, non-receipt of Annual Report, non-receipt of declared dividends, etc. and ensures expeditious Share Transfer Process. The Committee also evaluates

&Meetings Perks

- - -

Equity Shares

2014-15

Name of the Committee Member No. of meetingsattended


Mr. Hirachand Bafna 1

Mr. Nitinn Gupta 1

D. DISCLOSURES:

a) Disclosure on material transactions i.e. transactions of the company of material nature with its Promoters, the Directors or the management, their subsidiaries or relatives etc., that may have potential conflict with the interest of the company at large.

None of the transactions with any of the related parties were in conflict with the interest of the company.

(b) Details of non-compliance by the company, penalties, strictures imposed by Stock Exchanges / SEBI or any statutory authority, on any matter related to capital markets, during the last three

thyears: Company has been suspended w.e.f. 9 September, 2014 due to non-submission of Clause 55 for Dec 2013 and March, 2014 of listing agreement.

(c) The company has established requirement of Whistle Blower Policy. The policy is also posted on company`s website.

(d) The company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement.

E. CODE OF CONDUCT:

The Board of Directors has laid down the Code of Conduct for all the Board Members and Members of the senior Management. The code is also placed on the website of the Company viz . www.hiranorgochem.com. A Certificate from the Managing Director, affirming compliance of the said Code by all the Board members and Members of the senior Management, to whom the code is applicable, is annexed separately to this report

performance and service standards of the Registrar and Share Transfer Agents of the company and also provides continuous guidance to improve the service levels of investors.

stDuring the financial period ended 31 March, 2015, 4 (Four) Shareholders/ Investors Grievance cum Share Transfer Committee Meetings were

thheld i.e. on 30 may, 2014, 14 August, 2014, 14 November, 2014 and 13 February 2015.

Attendance of Members at the Shareholders/ Investors Grievance cum Share Transfer Committee Meetings:


Name of the Committee Member No. of meetingsattended

Mr. Hirachand Bafna 4


Details of Shareholders' complaints received, not solved and pending during the Financial Year ended 31st March, 2015:

The total number of complaints received and replied to the satisfaction of the shareholders

stduring the year ended 31 March, 2015 was all resolved. Hence there were no pending/

stunattended complaints as on 31 March 2015.

IV. Risk Management Committee:

th th

th

The Company has set up a Risk Management Committee consisting of Two (2) Non - executives Independent Directors and One (1) Executive Director. The Committee is headed by Mr. Kantilal Hiran and Mr. Nitinn Gupta and Mr. H. N. Bafna as Member of the Committee.

stDuring the financial period ended 31 March, th2015, Committee has met once on 14 February,

2015.

Attendance of Members at the Risk Management Committee Meetings:



36

2014-15

F. CERTIFICATE ON CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a certificate issued by M/s. SVN & Associates, Practicing Company Secretaries, regarding compliance of conditions for Corporate Governance is given as an annexure to this report.

G. MANAGING DIRECTOR CERTIFICATION:

The Chairman & Managing Director of the Company have certified positively to the Board on the matters specified under Clause 49(V) of the Listing Agreement.

H. GENERAL BODY MEETINGS:

Details of last Three Annual General Meetings are given hereunder:

Year Date Venue Time

2012 28.12.2012 Goregaon Sports Club, Link Road, Malad (West), A.M.Mumbai- 400064

2013 30.12.2013 Goregaon Sports Club, 10.00Link Road, Malad (West), A.M.Mumbai- 400064

2014 30.09.2014 Flags restaurant 9.30Kemp Plaza, Mind Space, A.M.Chincholi Bunder Road,Malad – West, Mumbai- 400 064

Special Resolutions passed in last 3 years:

2012-13:

Re-appointment of Mr. Kantilal Hiran as the Managing Director of the Company.

Postal ballots:

During the year, the Company has proposed 2 special resolutions under Section 180(1)(a) regarding sale, lease or otherwise of whole or substantially the whole of the undertaking and 180(1)(c) regarding borrowing more than the paid up capital and free reserves but not more than Rs.100 Crores. The result of the Postal Ballot

thshall be declared on 10 September 2014.

10.00


37

2013-14:

Special Resolutions passed via Postal Ballot on 10th September, 2014:

a. Increase in borrowing limits in excess of aggregate of its paid up capital upto 100 crores u/s 180 (1)(c) of companies act 2013.

b. To authorise board of Directors or a Committee thereof to sell, lease or dispose of whole or substantially the whole of the undertaking u/s 180(1)(a) of companies act 2013.

I. MEANS OF COMMUNICATION:

(i) The quarterly results of the company are published in newspapers in compliance with the provisions of Clause 41 of the Listing Agreement. Generally, the same are published in the Business Standards (English language) and Navshakti (Marathi language). As the results of the Company are published in the newspapers, half-yearly reports are not sent to each household of shareholders. The quarterly results as well proceedings of the Annual General Meeting are submitted to the BSE Limited immediately after the conclusion of the respective meeting.

(ii) No presentations were made to the institutional investors or to analysts during the year under review.

(iii) The Management Discussion and Analysis Report forms part of this Annual Report

J. GENERAL SHAREHOLDERS INFORMATION:

a. Thirty First Annual General Meeting

thDate 30 September, 2015

Time 10.00 a.m.

Venue Feast India Banquet,

Laxmi Palace, S.V.Road, Sundar Nagar, Malad – West, Mumbai – 400,064

st stb. Financial Year 1 April, 2014 to 31 March, 2015

2014-15

ndc. Date of book Tuesday, 22 September, 2015 closure taking records of the Members of the Company for the purpose of AGM

d. Stock Code 506170

e. Demat ISIN No. INE546E01016for NSDL & CDSL

K. REGISTRAR AND SHARE TRANSFER AGENTS:

Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai – 400 072Tel.: 022 – 4043 0200Fax: 022 – 2847 5207Email: [email protected]: www.bigshareonline.com

L. SHARE TRANSFER SYSTEM:

All the share related work is being undertaken by our Registrar & Share Transfer Agent, Bigshare Services Private Limited. The Shareholders/Investors Grievance cum Share Transfer Committee has been constituted to approve the Share transfer, transmission, split, consolidation, etc. of shares. The Share transfers are registered and returned within 15 days from the date of receipt if the relevant documents are complete in all respects.

stThe total number of shares in physical form as on 31 March 2015 were 4,78,505 Equity Shares.

M. STOCK MARKET PRICE DATA:

stMonthly high and low at the Bombay Stock Exchange Limited for financial year ended 31 March 2015:

Month Volume Hiran Orgochem Ltd. BSE Sensex

High (Rs) Low (Rs) High Low

April, 2014 1772874 0.60 0.44 22939.31 22197.51

May,2014 3191345 0.67 0.57 25375.63 22277.04

June,2014 3658860 0.66 0.48 25725.12 24270.20

July, 2014 1039819 0.55 0.44 24892.00 25894.97

August, 2014 614743 0.58 0.40 25232.82 26638.11

September, 2014 339070 0.70 0.59 26220.49 26630.51

October, 2014 23382 0.67 0.61 25910.77 27865.83

November, 2014 71353 0.64 0.52 27739.56 28693.99

December, 2014 33770 0.50 0.43 26469.42 27499.42

January, 2015 29685 0.50 0.44 26776.12 29182.95

February, 2015 35765 0.44 0.40 28044.49 29361.50

March, 2015 101689 0.48 0.42 27248.45 27957.49

thto Saturday, 30 September, 2015 (both days inclusive) for


38

2014-15

stDISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH, 2015:

No. of Equity Shares held Shareholders Shares

Number % to total Number % to total

Shareholders Capital

1 - 5000 3812 37.5678 11909310 1.2071

5001 - 10000 1924 18.9613 17674160 1.7915

10001 - 20000 1390 13.6986 23270750 2.3588

20001 - 30000 738 7.2731 19447450 1.9712

30001 - 40000 322 3.1734 11916300 1.2079

40001 - 50000 511 5.036 24891480 2.5230

50001 - 100000 617 6.0806 48632880 4.9295

100001 - 9999999999 833 8.2093 828826270 84.0110

TOTAL 10147 986568600 1000

stO. CATEGORIES OF SHAREHOLDING AS ON 31 MARCH, 2015:

CATEGORY Shareholders Shares

Number % to total Number % to total

Shareholders Capital

PROMOTER HOLDING

Indian Promoter 9 0.09 20423550 20.70

Total of promoter holding (a) 9 0.09 20423550 20.70

NON – PROMOTER HOLDING

i) Institutional Investor

Financial Institutions 3 0.03 3321147 3.37

Foreign Institutional Investors 2 3.86 3304651 3.35

ii) Non Institutions

Bodies Corporate 203 4.40 3768851 3.82

Indian Public 9877 62.62 53561138 54.29

NRIs / OCBs 44 0.47 812176 0.82

Clearing Members 7 0.0723 61866 0.06

Director/ Relatives 1 0.3125 267291 0.27

Total of Non-promoter holding (b) 10037 99.90 65097120 65.98

Shares held by Custodians against which DR issued

i) Public 1 0.01 13136190 13.32

Total of shares held by Custodians (c ) 1 0.01 13136190 13.32

Grand Total (a + b + c) 10147 100.00 98656860 100.00


39

2014-15

P. DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company has established connectivity with Central Depository Services (India) Limited & National Securities Depositories Limited for dematerialization of shares and the same are available in electronic

stsegment under ISIN No. INE546E01016. As on 31 March 2015, 9,81,78,355 Equity Shares representing 99.51% had been dematerialized.

Q. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

As stipulated by the Securities and Exchange Board of India (SEBI), a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit, on a quarterly basis, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the total listed and paid-up capital. The audit, inter alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form and total number of shares in physical form.

R. FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED MODE:

Shareholders holding shares in dematerialized mode are requested to intimate all changes with respect to bank details, nomination, power of attorney, change of address, change of name, etc. to their depository participant (DP). These changes will be reflected in the company's records on the downloading of information from Depositories, which will help the company to provide better services to its shareholders.

S. OUTSTANDING GDR'S/ADR'S/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

stAs on 31 March 2015, 13136190 GDR's are outstanding for conversion.

T. NON MANDATORY REQUIREMENTS

The Board is taking guidance from the non mandatory requirements as mentioned in Corporate Governance. It is always an endeavor of the Board to implement the suggestions of non mandatory requirement.

U. PLANT LOCATION:

a. Plot No. 663, GIDC, Panoli, Ankleshwar, Gujarat- 394 116.

b. Plot No. 322/B GIDC, Panoli, Ankleshwar, Gujarat- 394 116.

V. ADDRESS FOR CORRESPONDENCE:

Bigshare Services Pvt. Ltd.E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka,Andheri (East), Mumbai- 400 072Tel No.: 022- 4043 0200Fax No.: 022- 2847 5207 Email: [email protected] Website: www.bigshareonline.com


40

2014-15

To,The Board of DirectorsHiran Orgochem Limited

thUnit No. 908, 9 FloorIjmina-Immitation JewelleryMarket CSL, Raheja Metroplex, Link Road,Malad (W) Mumbai – 400 064.

1. We have reviewed the Balance Sheet, Profit and Loss account (Statement of Profit & Loss) and Notes on stAccounts, as well as the Cash Flow Statements as at 31 March, 2015 and certify that to the best of our

knowledge and belief:

i) These Statements do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading.

ii) These Statements read together present a true and fair view of the company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

2. We further certify that, to the best of our knowledge and belief, no transactions have been entered into by the company during the year, which are fraudulent, illegal or volatile of the Company's Code of Conduct.

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

4. We do further certify that there has been:

i) no significant changes in internal control during the year;

ii) no significant changes in accounting policies during the year; and

iii) no instances of significant fraud, of which we are aware during the period.


thDate: 13 August, 2015 Chairman & Managing DirectorCIN: L51900MH1983PLC029596 DIN: 00186885


Mumbai, 400064.

CERTIFICATION BY CHAIRMAN & MANAGING DIRECTOR

41

2014-15

To the members of Hiran Orgochem Limited We have examined the compliance of conditions of Corporate Governance by HIRAN ORGOCHEM LIMITED ("THE COMPANY"), for the financial year ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited (BSE).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance as stipulated in the said Clause 49. It 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 and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For SVN & AssociatesCompany Secretaries

Sd/-Sanjog V. Naravankar

ProprietorC.P. No. 14125

FCS: 37746thMumbai, 13 August, 2015

CERTIFICATE

CODE OF CONDUCT DECLARATION

Pursuant to clause 49(IIE) of the Listing Agreement entered into with Stock Exchange, I hereby declare that all the Board members and senior management personnel of the Company have affirmed compliance with code of

stconduct for the year ended 31 March, 2015.


thDate: 13 August, 2015 Chairman & Managing DirectorCIN: L51900MH1983PLC029596 DIN: 00186885

Address: 103/104, C-wing, Vastu park, Evershine Nagar, Malad (W),

Mumbai, 400064.

2014-15

42

To the Members ofHiran Orgochem Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Hiran Orgochem Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Basis for Qualified Opinion

1. During the year, all the fixed assets of the company (except Motor Car) are sold by asset management company appointed by State bank of India, including the land & factory building

AUDITORS’ REPORT

43

2014-15

due to company's inability to repay the loan. However, no documentary evidence so as to confirm the sale value was available with the company. Also, there are various legal cases pending against the company and its directors under SARFASEI Act, 2002 and Negotiable Instruments Act, 1881. So we are unable to comment on whether company can operate as going concern.

2. Company has exceeded the limit specified in Section 186 of Companies Act, 2013 as regards to lending money.

3. Company has not accounted for Foreign exchange gain / loss as required by Account Standard 11 relating to “Foreign Exchange Transactions”.

4. Sales recognized by the company were not in conformity with the sales tax returns filed by the company. Sales as per books of accounts were 42.22 lakhs however sales as per returns filed by the company was Nil.

5. During the year Management has provided for doubtful loans and advances for Rs. 96.50 lacs. Company has also written off Short term loans and advances aggregating to Rs. 202.07 lakhs (net of loans and advances written back). We were not provided with any documentary evidence or basis on which management has relied and classified these loans as doubtful or writing it off.

6. Company has not appointed Chief Financial Officer and a whole time Company Secretary as

ston 31 March, 2015 as required by Section 203 of Companies Act, 2013.

7. We have been informed that there are huge outstanding demands, disputed as well as undisputed, against the company with regards to Sales Tax, Income Tax, Excise Duty, Wealth Tax, etc. However, the necessary documentary evidences / information were not made available

by the management. Hence we are unable to quantify the same. Loss of the Company is understated to that extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and Fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its Loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

As required by section 143(3) of the Act, we further report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014 except for Accounting Standard 11 relating to “Foreign Exchange Transactions”;

AUDITORS’ REPORT

44

2014-15

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company has not disclosed the full impact of pending litigations on account of Excise Duty, Income Tax, Sales Tax & other matters on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts; as

such the question of commenting on any material foreseeable losses thereon does not arise

iii. The Company is yet to transfer unclaimed dividends outstanding for a period more than seven years aggregating to Rs. 4.22 lakhs to the Investor Education and Protection Fund.

For MVK AssociatesChartered AccountantsFirm Reg. No: 120222W

Sd/-CA. Kapil GuptaPartnerMembership No. : 047911

Place : MumbaithDate : 30 May, 2015

AUDITORS’ REPORT

45

2014-15

Annexure referred to in our Report of even date to the members of Instant Holding Limited on the accounts of the company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

I. (a) The Company has maintained proper records showing full particulars , including quantitative details and situation of fixed assets;

(b) As explained to us, all the fixed assets at factory were in possession of the asset reconstruction company (ARC) during the whole year and hence could not be physically verified. These assets were subsequently sold by the ARC. Other fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

ii. (a) The Physical verification of inventories have been conducted at reasonable intervals by the management;

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management reasonable and adequate in relation to size of the company and the nature of its business.

(c) Company is maintaining proper records of Inventory and no material discrepancies found during the year.

iii. (a) The company has granted unsecured interest free loan to one company covered in the register maintained under section 189 of the Companies Act.

(b) In the case of loan granted to the party listed in the register maintained under section 189 of the Act, the loan is interest free and principal amounts , are being repaid regularly in accordance with the agreed contractual terms.

(c) There are no overdue amount of more than Rupees one lakh in respect of loans granted to the party listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is no adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is irregular in depositing the undisputed statutory dues, including Provident Fund , 'Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India;

According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears, as at March 31, 2015 for a period of more than six months from the date they became payable.

Name of Liability Amount due for more than 6 months as on 31.03.2015

Service Tax 2,29,503Central Sales Tax 31,315Professional Tax 9,575Provident fund 16,774Maharashtra VAT 1,38,87,577Income Tax 46,44,378Wealth Tax 7,554Investor Education 4,22,543

and Protection Fund

ANNEXURE TO THE AUDITORS' REPORT

46

2014-15

(b) We have been informed that there are huge outstanding disputed demands, against the company with regards to Sales Tax, Income Tax, Excise Duty, Wealth Tax, etc. However, the necessary documentary evidences / information were not made available. Hence we are unable to quantify the same. Loss of the Company is understated to that extent.

(c) The Company is yet to transfer unclaimed

dividends outstanding for a period more than seven years aggregating to Rs. 4.22 lakhs to the Investor Education and Protection Fund.

viii. The company does have accumulated losses at the end of the financial year and has incurred cash losses in the financial year and in the immediately preceding financial year.

ix. The company examined by us and as per the information and explanations given to us, the company has defaulted in repayment of its dues to the banks and financial institutions and overdue position to financial institutions and banks are as under.

Name of Bank/ Amount Period ofInstitution Overdue Default

State Bank of Rs. 45,36,42,082 Loan has beenIndia* recalled on

23.12.2011

State Bank of Rs. 15,42,88,358 Loan has beenPatiala recalled on

28.01.2012

SICOM Ltd. Rs. 2,83,90,199 Loan has been recalled on

23.01.2012

* Total outstanding 5,601.42 lakhs Less: Amount recovered from

selling off all factory assets of the Company by the ARC (1,065.00 lakhs)

Net outstanding 4,536.42 lakhs

ANNEXURE TO THE AUDITORS' REPORT

47

2014-15

x. The Company has given corporate guarantee of Rs. 2700 Lacs in the earlier period and is continuing for the loans taken by Actgen Pharma Private Limited from Bank of India. The account of Actgen Pharma Private Limited with the bank has been classified as NPA w.e.f. 30.06.2013. Also, networth of Actgen Pharma Private Limited is completely eroded. However, company is of the view that assets of Actgen Pharma Private Limited are sufficient to meet the liabilities of the bank and management does not foresee any development of their liability on the company.

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

xii. We are unable to comment on occurrence of any material fraud on or by the Company due to lack of documentary evidence provided for our verification as envisaged above.

For MVK AssociatesChartered AccountantsFirm Reg. No: 120222W

Sd/-CA. Kapil GuptaPartnerMembership No. : 047911

Place : MumbaithDate : 30 May, 2015

Rs.As At

31.03.2015

STAS AT 31 MARCH, 2015

Particulars Note No.

BALANCE SHEET

Rs.As At

31.03.2014

48

As Per Our Report of Even Date

For MVK AssociatesChartered Accountants

For And on Behalf of The Board of Directors

CA. Kapil Gupta H. N. BafnaPartnerM.No. 047911

Director

F.R.No. 120222W

Mumbai, Dated : th30 May, 2015 Mumbai, Dated : th30 May, 2015

Chairman and Managing DirectorKantilal M. Hiran

Sd/- Sd/- Sd/-

I. EQUITY & LIABILITIES

The notes referred to above forms an integral part of this Balance Sheet.

(1) Shareholder's Funds (a) Share Captial 2 986,568,600 986,568,600 (b) Reserves & Surplus 3 (1,610,150,625) (1,332,586,536)

(2) Share Application Money Pending Allotment - - (3) Non-Current Liabilities

(a) Long-Term Borrowings 4 6,852,407 6,791,481 (4) Current Liabilities

(a) Short-Term Borrowings 5 647,699,842 850,255,946 (b) Trade Payables 6 202,514,259 223,477,257 (c) Other Current Liabilities 7 16,495,841 16,700,064 (d) Short-Term Provisions 8 4,943,465 4,940,890

T O T A L 254,923,790 756,147,702

II. ASSETS(1) Non - Current Assets

(a) Fixed Assets (i) Tangible Assets 9 1,985,287 315,681,934 (ii) Capital Work in Progress - - (b) Non-Current Investments 10 - 45,929,310 (c) Other Non-Current Assets - -

(2) Current Assets (a) Inventories 11 10,721,578 10,721,578 (b) Trade Receivables 12 3,656,484 83,220,270 (c) Cash & Cash Eqivalents 13 1,847,308 1,357,839 (d) Short term Loans and Advances 14 160,696,899 216,727,183 (e) Other Current Assets 15 76,016,234 82,509,588 254,923,790 756,147,702

Statement on significant accounting policies 1

Notes On Accounts 28-36

2014-15

Rs.For the

year ended 31.03.2015

Note No

STFOR THE PERIOD ENDED 31 MARCH, 2015

STATEMENT OF PROFIT AND LOSS

Rs.

year ended 31.03.2014

For the

49

INCOME

The notes referred to above forms an integral part of this Statement of Profit and Loss.

Revenue From Operations 16 4,222,437 26,450,000

Other Income 17 8,825,703 9,208,587

Total Revenue 13,048,140 35,658,587

EXPENSES

Cost of Materials Consumed 18 4,218,044 25,402,302

Purchase of Stock in Trade - -

Change in Inventories of FG, WIP and Stock in Trade - -

Employee Benefits Expenses 20 1,329,401 1,197,168

Finance Costs 21 52,577 1,826,857

Depreciation and Amortisation Expenses 22 524,256 15,099,939

Other Expenses 23 284,487,950 64,290,289

Total Expenses 290,612,229 107,816,555

Profit Before Tax (277,564,089) (72,157,968)

Tax Expense Current Tax - - Deferred Tax - - Profit/(Loss) For The Period (277,564,089) (72,157,968)

Earnings Per Equity Share 30 Basic (Face Value of Rs. 10 each) (2.81) (0.73) Diluted (Face Value of Rs. 10 each) (2.81) (0.73)

Statement on significant accounting policies 1Notes On Accounts 28-36

2014-15





Director

F.R.No. 120222W



Sd/- Sd/- Sd/-

STFOR THE YEAR ENDED 31 MARCH, 2015

CASH FLOW STATEMENT

Notes: (i) The above Cash flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow

Statement issued by The Institute of Chartered Accountants of India.(ii) Previous year's figures have been regrouped and rearranged wherever deemed necessary.

50

A. Cash Flow From Operating ActivitiesNet Profit Before Tax (277,564,089) (72,157,968) Adjustment For: Provision for Dimunition in Value of Investments - - Depreciation And Amortisation Expenses 524,256 15,099,939 Interest Income (8,825,703) (9,139,087) Unrealised Foreign Exchange Loss/(Gain) - - (Profit)/Loss On Sale Of Fixed Assets(Net) 206,672,392 (69,500) (Profit)/Loss On Sale Of Investment (Net) - - Interest & Other Finance Charges 52,577 1,826,857 Operating Profit Before Working Capital Changes (79,140,567) (64,439,759) Adjustment for : Receivables 79,563,786 (5,339,935) Inventories - - Short Term Loans & Advances 56,030,284 90,907,628 Other Current Assets 6,493,354 26,278,694 Trade Payables (20,962,997) (9,941,356) Other Current Liabilites (202,760,327) (46,415,255) Short Term Provisions 2,575 (313,315)Cash Generated From Operations (160,773,892) (9,263,298) Taxes Paid Net of Refund - - Net Cash From Operating Activities (A) (160,773,892) (9,263,298)

B. Cash Flow From Investing Activities Purchase of Fixed Assets - - (Including Capital Work In Progress) Sale/Adjustment of Fixed Assets 106,500,000 500,000 Provision for Diminution in Value of Investments 44,100,000 - Investment Written off 1,829,310 - Sale/(Purchase) of Investment(Net) - - Interest Received 8,825,703 9,139,087 Net Cash From Investing Activities (B) 161,255,013 9,639,087

C. Cash Flow From Financing Activities Proceeds From Issue of Share Capital - - Long Term borrowing 60,926 1,825,378 Interest & Other Finance Charges (52,577) (1,826,857)Net Cash From Financing Activities (C) 8,348 (1,479)Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 489,470 374,310 Cash and Cash equivalents (Opening Balance) 1,357,839 983,529 Add : Unrealised Foreign Exchange Gain/(Loss) - - Cash and Cash equivalents (Closing Balance) 1,847,308 1,357,839

2014-15

Rs.For The year

Ended 31.03.2015

Rs.

Ended 31.03.2014For The Year

As Per Our Report of Even DateFor MVK AssociatesChartered Accountants


F.R.No. 120222W


C.A. Kapil Gupta H. N. Bafna

M.No. 047911DirectorChairman and Managing Director

Kantilal M. HiranSd/- Sd/- Sd/-

Partner

COMPANY INFORMATION

Hiran Orgochem Limited (the ‘Company’) is a public limited company and is listed on the Bombay Stock Exchange (BSE) & Luxembourg Stock Exchange (LSE). The company is a leading integrated manufacturer of active pharmaceutical ingredients. The Company is manufacturing the Quinolones group of API's with its principal products comprising Ciprofloxacin, Ofloxacin, Levofloxacin and Enrofloxacin.

1 SIGNIFICANT ACCOUNTING POLICIES

(a) Accounting Convention

The financial statements are prepared on under historical cost convention on an accrual basis and in accordance with the requirements of the Companies Act, 1956 and comply with the Accounting Standard issued by the Institute of Chartered Accountants of India to the extent applicable. For recognition of Income and Expenses, mercantile system of accounting is followed. To meet with various operational financial obligations many measures are taken and accordingly these statements are continued to be prepared on the assumption of going concern, which contemplates realisation of assets and settlement of liabilities in the normal course of the business.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Revised Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has determined its operating cycle as twelve months for the purpose of current - non current classification of assets and liabilities.

(b) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting

principles requires estimates and assumptions to be made, that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenue and expenses during the reporting year. Differences between actual results and estimates are recognized in the year in which the results are known /materialize.

(c) Fixed Assets And Depreciation

All fixed assets are stated at cost, less cenvat availed, but including relevant direct expenses. Depreciation for the year has been provided on the straight-line method as per Companies Act, 2013 at rates specified in Schedule II of the said Act. Depreciation on the additions/deletions to assets during the year is provided on pro-rata basis. During the year all the factory assets of the company has been sold by asset reconstruction company appointed by bank. However, as per management the principle of going concern is not affected.

(d) Revenue Recognition

(i) Sales are stated net of trade discounts, sales return and sales tax.

(ii) The value of Cenvat benefits eligible is being reduced from the value of purchases of materials. Consumption of materials is arrived at accordingly.

(iii) Custom Duty benefits in the form of advance license entitlements are recognised on export of goods.

(iv) Income from investments is accounted on receipt basis.

(v) Project revenues are accounted as per AS- 7.

(e) Inventories

(i) Raw Materials, Stores and spares and packaging materials are valued at cost on FIFO/Weighted Average basis.

NOTES ANNEXED TO AND FORMING PART OF THESTACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2015

51

2014-15

(ii) Material in Process/ Work in Progress is valued at estimated cost. Work in Progress includes cost of land, development rights, construction costs and allocated interest and expenses incidental to the projects undertaken by the company.

(iii) Finished goods are valued at lower of estimated cost or net realisable value. Costs of finished goods include excise duty wherever applicable.

(f) Investments

Long-term investments are stated at cost less provisions, if any, for permanent diminution in value of such investments.

(g) Employee Benefits

(i) Defined Contribution Plan

Company’s contributions paid/payable during the year to Provident Fund are recognised in the Profit & Loss Account.

(ii) Defined benefit plan

The company’s liabilities towards gratuity and leave encashment, a defined benefit obligation, is accrued and provided for on the actual basis during the year as at the balance sheet date.

(h) Foreign Currency Transactions

(i) Foreign currency transactions are recorded at the exchange rate prevailing at the time of transactions & exchange difference, if any, on settlement of transaction is recognised in the Profit & Loss Account.

(ii) Amount of Foreign currency transactions remaining pending at year end are recorded at the exchange rate prevailing at that time.

(iii) Foreign currency transactions relating loans taken are recorded at the exchange rate prevailing at the time of transactions &

exchange difference, if any, on settlement of transaction is recognised in the Finance Costs.

(iv) The difference in translation of long-term monetary assets and liabilities and realised gains and losses on foreign currency transactions relating to acquisition of depreciable capital assets are added to or deducted from the cost of the asset and depreciated over the balance life of the asset.

(v) Foreign currency assets and liabilities at the end of the year, is converted in Indian currency at the exchange rate prevailing at that time.

(i) Borrowing Costs

(i) Borrowing cost attributable to acquisition and/or construction of qualifying assets is capitalised as cost of such assets up to the date when such asset is ready for its intended use.

(ii) Borrowing cost on working capital is charged to Profit & Loss Account.

(j) Taxes On Income

(i) Tax expense comprises of Current and Deferred Tax. Current Income Tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

(ii) Deferred tax is recognised, subject to consideration of prudence on timing difference, being the difference between the taxable and accounting income/expenditure that originate in one year and are capable of reversal in one or more subsequent year(s). Deferred tax assets are not recognised unless there is virtual certainty that sufficient future taxable income will be available, against which such deferred tax asset will realise.

52

NOTES ANNEXED TO AND FORMING PART OF THESTACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2015 2014-15

(iii) Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in Guidance Note issued by the ICAI, the said asset is created by way of a credit to the Profit and Loss account and shown as MAT Credit Entitlement. The company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

(k) Provisions, Contingent Liabilities And Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when

there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statement.

(l) Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of asset or the recoverable amount of cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and Loss account. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable is reassessed and the asset is reflected at the recoverable amount.

53

NOTES ANNEXED TO AND FORMING PART OF THESTACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2015 2014-15

2

SHARE CAPITAL

(i) AUTHORISED

10,50,00,000 Equity Shares of Rs. 10/-each

(Previous Year 10,50,00,000 Equity Shares of Rs 10/- each)

(ii) ISSUED, SUBSCRIBED & PAID UP

9,86,56,860 Equity Shares of Rs. 10/- each fully paid up ((P.Y. - 9,86,56,860 Eq. Sh.of Rs 10/- each fully paid up)(Of the above 1,31,36,190 shares (P.Y. - 1,61,36,190) of Rs 10/- each are represnting 4,37,873 (P.Y. - 5,37,873) Global Depository Receipt)

Year ended31.03.2015

1,050,000,000 1,050,000,000

(iii)

Shares issued & subscribed at the beginning of the Year

Add: Issued during the year

Shares issued & subscribed at the end of the Year

Reconciliation of number of shares outstanding at the beginning and end of the year.

986,568,600 986,568,600

98,656,860

-

98,656,860

98,656,860

-

98,656,860

9 Months ended 31.03.2014

(iv) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company

(v)

Aggregate number of shares alloted as fully paid bonus shares during F.Y. 2009-10

Aggregate numbers of shares alloted as fully paid bonus share during the period of five years immediately preceding the date of reporting

42,002,400

42,002,400

(vi) Rights, preferences and restrictions in respect of equity shares and GDRs issued by the Company

(a) The Equity shareholders are entitled to receive dividends as and when declared; a right to vote in proportion to holding etc. and their rights, preferences and restrictions are governed by / in terms of their issue under the provisions of the Companies Act, 1956.

(b) The rights, preferences and restrictions of the GDR holders are governed by the terms of their issue, and the provisions of the Companies Act 1956. Each GDR holder is entitled to receive 30 equity shares of Rs. 10 each, per GDR, and their voting rights can be exercised through the Depository.

54

2014-15

No of Shares % of holding No of Shares % of holding

The Bank of New York Mellon 13.32%

Vijay K. Hiran 7.04%

Naresh K. Hiran 3.88%

13,136,190

6,952,500

3,836,000

(iv) Surplus/(Deficit) in Statement of Profit and Loss

Balance as per last Balance Sheet (1,510,413,736)

Add : Transferred from General Reserve -

Add : Profit/(Loss) for the period (277,564,089)

(1,787,977,825)

Total (1,610,150,625)

3

RESERVES & SURPLUS 9 Months ended 31.03.2014

(i) Capital Reserve

Balance as per last Balance Sheet 27,409,200

(ii) Capital Subsidy


(iii) Securities Premium Reserve



As at March 2015 As at March 2014

16,136,190

6,952,500

5,636,000

16.35%

7.04%

5.71%

(1,438,255,768)

-

(72,157,968)

(1,510,413,736)

(1,332,586,536)

27,409,200

1,500,000

148,918,000

4

LONG-TERM BORROWINGS

Secured

(i) Loan Against Purchase of Cars* 293,624

(Secured by hypothecation of vehicles)

(ii) Loan Against Keyman Insurance Policy

(Lien on Keyman Insurance Policy) 6,558,783 Total 6,852,407

* Repayable in monthly instalments of Rs. 34,000

SHORT-TERM BORROWINGS

Secured Loan

Working Capital Term Loan from State Bank of India * 120,926,540

Working Capital Loan from State Bank of India * 438,978,191

5

(i)

(ii)

(Secured by Mortgage and/or hypothecation of all present & future fixed assets of the company located at Plot No 663 and Plot No 322 B GIDC Panoli, hypothecation of inventories, book debts and all other Current Assets by way of First charge which was subsequently sold by ARC during the year.

Also secured by personal guarantee of the two directors of the company, pledge of equity shares of the company held by promotes, pledge of equity shares of Actgen Pharama Pvt Ltd., equitable mortgage of office premise & corporate guarantee of Sunflower Trading & Investment Private Limited, equitable mortgage of residential flat and guarantee of D.K. Hiran and lien on Bank Fixed Deposits.)

Less: Recovery from Sale of Fixed Assets of the company located at Plot No 663 and Plot No 322 B GIDC Panoli sold by EARCL during the year

Amount due to State Bank of India

55

2014-15



652,497

6,138,984 6,791,481



120,926,540

438,978,191

(iii) Working Capital Term Loan from State Bank of Patiala * 21,342,820

(iv) Working Capital Loan from State Bank of Patiala * 132,945,538

(Secured by hypothecation of inventories, book debts and all other Current Assets by way of first pari passu charge with State bank of India, personal guarantee of the two directors of the company, pledge of equity shares of the company held by promotes & corporate guarantee of Sunflower Trading & Investment Private Limited, equitable mortgage of residential flat and guarantee of D.K. Hiran and lien on bank Fixed Deposits.)

21,342,820

132,945,538

(106,500,000) -

453,404,731 559,904,731

Unsecured Loan

From Directors 9,316,554

From Other Inter-Corporate Loans 2,300,000

11,616,554

*Secured loans taken from State Bank of India and State Bank of Patiala have been turned into NPA. Thereafter, State Bank of India and State Bank of Patiala have issued notices under SARFASEI Act, 2002 and recalled their dues. Further, State Bank of India had taken physical possesion of all the fixed assets on 04/02/2014. The above figures does not include interest accrued after 01.04.2011.

The Bank has transfered the loan to Edelweiss Asset Reconstruction Company Limited (EARCL) on 19.03.2014. Subsequently, EARCL has sold all the factory assets for 10.65 crores on 22nd October, 2014. However no documentary evidence with regards to sales consideration was received from EARCL. Also statement from EARCL was not available to confirm amount outstanding and hence loans are outstanding in the books in the name of the banks.

** Secured loans taken from SICOM Ltd. have been turned into NPA. Thereafter, SICOM has issued notices under SARFASEI Act, 2002 and recalled their dues. Further SICOM had taken possession and sold the secured assets, i.e. office premises owned by promoters during the year 2013-14. The above figures does not include interest accrued after 16.01.2012.

(vi)

(vii)

56

647,699,842Total

2014-15

6 TRADE PAYABLES Year ended31.03.2015

Sundry Payables for Goods* 202,514,259

223,477,257

* The company is in the process of compiling the information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006. The management does not envisage any material impact on the financials in this regard, which has been relied upon by the auditors.


Total 202,514,259 223,477,257

7

OTHER CURRENT LIABILITIES Year ended31.03.2015

(i) Unclaimed Dividends*(ii) Sundry Deposits(iii) Other Payables

(iv) Sundry Receivables with Credit Balances(v) Duties & Taxes Payable

Total

422,543 45,000

745,487

1,043,795

14,239,016

16,495,841

* Rs. 422,543 due for transfer for Investor Education and Protection Fund


105,672,658

2,000,000

107,672,658

850,255,946

422,543 45,000

1,238,223

843,795

14,150,503

16,700,064

(v) Loan From Sicom Limited ** 28,390,199

636,083,288 742,583,288

(Secured by pledge of equity shares of the company held by promotes, and personal guarantee of four promoters of the company.)

28,390,199

57

9

TANGIBLE ASSETS

2014-15

8

SHORT-TERM PROVISIONS Year ended31.03.2015

(i) Income Tax

(ii) Wealth Tax(iii) Leave Encashment

(iv) Gratuity

Total

4,644,378

7,554 48,332

240,626

4,943,465


# During the year all the fixed assets which were situated at factory at Plot No 663 and Plot No 322 B GIDC Panoli and had been aquired by State Bank of India during last year due to Company's inability to repay the loan were sold off in an auction held on 22nd October, 2014 for 10.65 crores. However, no documentary evidence with regards to the consideration received was available on record.

Further since the assets were not in possession of the company at any time during the year depreciation has not been provided on these assets.

4,644,378

7,554 48,332

240,626

4,940,890

(v) Provision for Expenses 2,575 -

5,550,111 (5,550,111)

0 0 0 0 0 0 5,550,111

442,206,386 (442,206,386) 0 178,118,957 0 (178,118,957) (0) 0 264,087,429

44,370,825 (44,370,825) 0 15,889,433 0 (15,889,433) 0 0 28,481,392

7,088,804 (7,088,804) 0 2,931,206 0 (2,931,206) 0 0 4,157,598

11,193,804 (7,577,414) 3,616,390 7,541,564 524,256 (6,434,717) 1,631,103 1,985,287 3,652,240

2,375,775 (2,375,775) 0 994,756 0 (994,756) 0 0 1,381,019

4,198,730 (4,198,730) 0 4,597,775 0 (4,597,775) 0 -

(399,045)

1,189,738 (1,189,738) 0 448,160 0 (448,160) 0 0 741,578

4,308,187 (4,308,187) 0 2,218,921 0 (2,218,921) 0 0 2,089,266

9,511,252 (9,511,252) 0 3,570,907 0 (3,570,907) 0 0 5,940,345

531,993,612 (528,377,222) 3,616,390 216,311,678 524,256 (215,204,831) 1,631,103 1,985,287 315,681,934

531,993,612 -

531,993,612 201,211,739 15,099,939 216,311,678 315,681,934

As At

01.04.2014

Up To

31.03.2015

As At

31.03.2015

Furniture & Fixtures

Lab Equipments

Computers

TOTAL

PREVIOUS YEAR

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

Deduction For

The Year

DESCRIPTION

Fixed Assets# As At

31.03.2014

Air Conditioners

Vehicles

Office Equipments

Electrical Installation

Plant & Machinery

Factory Building

Leasehold Land

Addition/

(Deduction)

During The

Year

Total As At

31.03.2015

Up To

31.03.2014

For The

Year

58

2014-15

10

NON-CURRENT INVESTMENTS Year ended31.03.2015

Face Long Term Investments No Value

In Equity Shares - Unquoted , fully paid up

(i) Panoli Enviro Technology Ltd 38,500 10 -

(38,500)

(ii) Bharuch Eco Aqua Infrastructure Ltd 144,431 10 -

(144,431)

(iii) Actgen Pharma Pvt.Ltd.* 4,410,000 10 44,100,000(Pledge with State Bank of India) (4,410,000)

Total -

11

INVENTORIES

(Taken, valued and certified by the Management)

(i) Work in Progress / Material in Process (At estimated Cost)

Construction Division 10,721,578

Total 10,721,578

10,721,578

10,721,578

Total

12

Less : Provision for Doutful Receivables

TRADE RECEIVABLES

Receivables over six months

(i) Considered Good

(ii) Considered Doubtful*

Others Receivables - Considered Good

194,384,974

(194,384,974)

3,656,484

3,656,484

Related party -

Others 3,656,484

*Networth of Actgen Pharma Private Limited was completely eroded but and hence provision for dimunition in value of Investments are accordingly provided in the books of accounts. All investments are held in company's own name.


385,000

1,444,310

44,100,000

45,929,310

Less: Provision for dimunition in value of investments (44,100,000) 44,100,000



-



194,384,974

(194,384,974)

83,220,270

83,220,270

80,835,737

2,384,533

-

59

* Rs. 422,543 due for transfer for Investor Education and Protection Fund


683,830

740,935

422,543

1,847,308

Total

13

CASH & CASH EQIVALENTS

(i)

(ii) Balance with Banks :

With scheduled banks

In Current Accounts

In Dividend Current Account*

2014-15


Cash on hand

Total

14

3,022,124

5,971,803

160,696,899

Total

15

SHORT TERM LOANS AND ADVANCES

(Unsecured,Considered Good)

(i) Interest Receivable

(ii) Short Term Loans & Advances

(iii) Advances against Orders

OTHER CURRENT ASSETS

Modvat Credit Availed, Excise Duty Service Tax and VAT

Export Benefit Receivable

Advance Income Tax

MAT Credit Entitlement

Prepaid Expenses

(i)

(ii)

(iii)

(iv)

(v) Deposits(vi)

43,309,484

8,100,392

6,444,552

17,857,568 282,000

22,238

76,016,234

245,218

690,078

422,543

1,357,839



3,022,124

5,996,533

216,727,183

59,313,501 - Related Parties -

90,360,882 - Others Intercorporate deposits 193,119,468

- - Related Parties 14,588,000

2,028,589 - Others 1,058

(iv) Advance received from customers

43,545,108

8,100,392

5,614,388

17,857,568 7,328,943

63,189

82,509,588





Total

16

REVENUE FROM OPERATIONS

Export Incentives

Less : Excise Duty

(i) Pharmaceuticals

(ii) 4,744,909

-

4,744,909

522,472

4,222,437

29,719,220

-

29,719,220

3,269,220

26,450,000

* The total sales as per sales tax records is Nil.

60


17

OTHER INCOME

(i) Interest Income

(ii) Long Term Capital Gain - Sale of plot

(iii) Interest Expense reversed

Total

8,113,920

-

711,783

8,825,703

2014-15


19 VALUE OF IMPORTED AND INDIGENOUS MATERIALS CONSUMED FOR OWN PRODUCTION (Rs. In Lacs)

(i) Raw Material % Amount % Amount

Imported Items - -

Indigenous 100.00 42.18

100.00 42.18

(ii) Stores and Spares Imported Items -

Indigenous -

-

31.03.2015

18

COST OF MATERIALS CONSUMED

(i) PharmaceuticalsOpening Stock

Add : PurchasesLess : Closing Stock

(ii) Construction

Opening StockAdd : Purchases

Less : Closing Stock

Total

-

4,218,044

4,218,044

10,721,578 -

10,721,578

-

4,218,044

-

-

-

-

9,139,087

69,500

-

9,208,587

-

25,402,302

25,402,302

10,721,578 -

10,721,578

-

25,402,302

-



31.03.2014

-

-

-

-

-

-

-

254.02

254.02

-

100.00

100.00

61

(iii) Staff Welfare Expenses

Total

EMPLOYEE BENEFITS

The Company has classified the various benefits provided to employees as under:

(i) Defined Contribution Plans

During the year, the company has recognised the following amounts in the Profit and Loss Account:(Rs. In Lacs)

-

(ii) Defined Benefit Plans

Particulars

Employer’s Contribution to Provident Fund & Other Funds (Included in Employees Benefits Expenses)

(i) Salary, Wages and Bonus

Contribution to provident, gratuity and other funds(ii)

Contribution to Gratuity Fund and Leave Encashment is provided in the books of accounts on actual basis during the year. The charge on account of provision for gratuity and leave encashment has been included in Employees Remuneration and Benefits.

1,211,727

-

117,674

1,329,401

2014-15

EMPLOYEE BENEFITS EXPENSES Year ended31.03.2015

24


-

21 FINANCE COSTS

(i) Interest Expense* 50,206

(ii) Bank Charges 2,371

Total 52,577

*Company has not provided interest on loans taken from State Bank of India, State Bank of Patiala and SICOM Ltd. after accounts with them turning into NPA.

1,053,930

-

143,238

1,197,168





1,826,857

-

1,826,857

62

2014-15

22

OTHER EXPENSES Year ended31.03.2015


Power, Fuel & Water 107,063

201,422

Transportation, Freight & Forwarding Charges 22,115

12,175

Brokerage,Commission & Cash Discount -

(1,304)

Repairs & Maintenance 2,300

-

Foreign Exchange Fluctuation Loss (Refer note 29) -

103,082

Vehicle Maintenance & Fuel Charges 395,925

88,477

Legal & Professional Charges 885,247

1,083,893

Auditor's Remunaration * 214,860

422,500

Printing and Stationery 266,280

220,407

Provision for Doubtful debts (Refer Note 30) 9,650,000

-

Sundry Balance W/off (net) (Refer Note 30) 20,207,769 59,781,129

Provision for dimunition in value of investments 44,100,000

-

Postage & Telephone 285,861

259,504

Conveyance & Travelling Exp. 171,839

195,548

Insurance 116,187

374,360

Loss on Sale of Assets 206,672,392

-

Miscellaneous & Office Expenses 688,915

566,724

Prior Period Expenses -

476,324

Advertisement 63,968

44,410

Service Tax Paid -

172,124

Rent 329,400

263,000

Rates & Taxes -

12,514

Fines & Penalties - 14,000

Director's Remuneration 307,828 -

284,487,950 64,290,289

* Auditor's remuneration as follows:

(i) Statutory Audit Fees 112,360 400,000

(ii) Statutory Auditor's Certification Fees 62,500 22,500

(iii) Tax Audit & other Taxation Matters 40,000

214,860 422,500

Total

Total

63

CONTINGENT LIABILITIES

31.03.2015Claims against the company not acknowledged as debts

Total

(Rs. In Lacs)23

(i) Sales Tax@(ii) Excise Duty@

(iii) Income Tax@

-

-

-

-

The Company has given corporate guarantee of Rs. 2700 Lacs in the earlier period and is continuing for the loans taken by Actgen Pharma Private Limited from Bank of India. The account of Actgen Pharma Private Limited with the bank has been classified as NPA w.e.f. 30.06.2013. Also, networth of Actgen Pharma Private Limited is completely eroded. However, Management is of the view that assets of Actgen pharma Private Limited are sufficient to meet the liabilities of the bank and management does not foresee any development of their liability on the company.

@ Details of contingent liability with regards to Sales Tax, excise duty, cess, Income tax, etc were not available with the company.

2014-15

RELATED PARTY DISCLOSURES

Related Party Disclosures and the nature of relationships is as follows:

Name of the Party

(a) Shri Kantilal M. Hiran

(b) Smt. Dariyadevi Hiran

(a) Actgen Pharma Pvt.Ltd.

Transactions with related parties are as follows:

24

(i)

1

2

3

(Rs. In Lacs)(ii)

Nature of Transaction(Excluding Reimbursement)

Referred in 3 Above

Referred in 2 Above

(a) Sales

(b) Purchase

(d) Unsecured loan given Balance As on 01.03.2014 Paid During The Period Received back During The Period Balance As on 31.03.2015

(-)

(-)-

-

1,540.10 -946.96 -593.14 -

- -

(e) Unsecured Loan taken Balance As on 01.03.2014 Taken During The Period Repaid During The Period Balance As on 31.03.2015

--

-

- -

31.03.2014

1,504.98

86.40

227.93

1819.31

(a) Shri. Vijay K.Hiran

(b) Shri. Naresh K.Hiran

(-)-

(-)25.13

(c) (-)-

(-)-

---

Relationship

Managing Director

Relative

Relative

Relative

Associate

Particulars

Referred in 1 Above

(-)

(-)-

-

----

1,056.73

(-)3.08

50.021,013.58

93.17

Directors Remuneration

(iii) Year End Outstandings

25 BASIC & DILUTED EARNING PER SHARE

(i) Profit / (Loss) After Taxation As Per Profit and Loss Account (277,564,089)

(ii) No of Equity Shares

For Basic Earning Per Share 98,656,860

For Diluted Earning Per Share 98,656,860

(iii) Face Value of Equity Share Rs.10/- each (iv) Basic Earning Per Share (2.81)

(v) Diluted Earning Per Share (2.81)

64

2014-15

(a) Sundry Debtors

(b) Unsecured Loan given

(c) Investments (net of provision for dimunition in value of investments)

(d) Advance received for orders

(e) Unsecured Loan taken

(Previous year figures are give in bracket)

--

( )808.36

-

- -

593.14

( )145.88

(-) (441.00)

- -

(-) (-)

--

(-)

26

SEGMENT REPORTING

The company has identified two business segments viz .Pharmaceuticals and Construction. Pharmaceuticals segment comprise of manufacture and trading of Pharmaceutical Intermediates and chemicals.

REVENUE

(Rs. In Lacs)

Gross Sales 47.45

Total Revenue 47.45

Segment Results (795.65)

Interest, Dividend and other Income

88.26

Interest Expense (0.53)

Profit/(Loss) on Sale/Discard of Assets

(2,066.72)

Profit/(Loss) Before Tax (2,775.64)

Provision for Current Tax -

Provision for Deferred Tax - Net Profit/(Loss) After Tax (2,775.64)

31.03.2015

Construction Total

(-)

(-) (-)

(72,157,968)

98,656,860

98,656,860

Rs.10/- each (0.73)

(0.73)

31.03.2015

31.03.2014

31.03.2014

297.19

297.19

(795.40)

92.09

(18.27)

-

(721.58)

-

- (721.58)

-

-

-

(-)

-

(-)

-

(-)

(-)

(-)

0.00

-

-

31.03.2015 31.03.2014

0.00

47.45

47.45

(2,775.64)

31.03.2015 31.03.2014

297.19

297.19

(721.58)

Pharamceuticals

-

-

65

2014-15

27 In view of substantial business loss and no virtual certainty to adjust losses against future profit, Deferred Tax Asset has not been considered for the year.

28 Loan against Keyman Insurance Policy, Sercured Loans, Sundry Payables, Sundry Receivables Borrowings and Loans & advances are subject to confirmation.

29 Company has not revalued its foreign exchange assets and liabilities (i.e mark to market) as per Accounting Standard 11 relating to account of Foreign Exchange Transactions. Effect of the same is not ascertainable.

30 Loans & advances aggregating to Rs. 202.07 lakhs (Net) were written off by the management during the year. Also, Provision for doubtful loans & advances is made for Rs. 96.05 lakhs. However, documentations and supportings for the same were not available.

31 Company has not appointed a Chief Financial Officer & a whole time Company Secretary as on 31st March, 2015, as required by Section 203 of Companies Act, 2013.

32 Company has exceeded the limit specified in Section 186 of Companies Act, 2013 as regards to lending money.

Segment Assets 838.21 394.50 4,738.12

Unallocated Corporate Assets 2,154.74 2,677.46

Total Assets 2,549.24 7,415.59

Segment Liabilities - 1,619.89 2,305.29

Unallocated Corporate Liabilities 7,165.17 8,570.47

Total Liabilities 8,785.06 10,875.77

Capital expenditure incurred during the year

- - -

Unallocated Cost - -

Depreciation 5.24 151.00

Unallocated Depreciation - -

Other Non Cash Expenditure - -

GEOGRAPHICAL SEGMENT

Revenue (Gross Sales)

Domestic Sales 47.45 297.19

Export Sales - -

47.45 297.19

OTHER INFORMATION

(Rs. In Lacs)

31.03.2015

Construction Total

31.03.201431.03.2015 31.03.201431.03.2015 31.03.2014

Pharamceuticals

298.223,899.9196.28

1,619.89 2,305.29 -

- - -

2014-15

66





Director

F.R.No. 120222W



Sd/- Sd/- Sd/-

33 Previous year figures have been regrouped/reclassified wherever necessary to correspond with the current year classifications/disclosures. However, previous years figures are not comparable as previous year's figures are for 9 months, i.e. from July 13 to March 14.

Hiran Orgochem LimitedCIN: L51900MH1983PLC029596

Registered Office: Unit 908, 9th flr, IJMIMA-Immitation Jewellery Mkt CSL, Raheja Metroplex, Link Road, Malad (West), Mumbai – 400 064.

ATTENDANCE SLIP

(Please fill Attendance Slip and hand it over at the entrance of the meeting hall)

Regd. Folio No._____________________________________/DP ID_______________________________________

Client ID/Ben. A/C_________________________________________No. of shares held_______________________

I certify that I am a registered member / proxy for the registered member of the Company.

I hereby record my presence at the THIRTY FIRST ANNUAL GENERAL MEETING of the Company held on thWednesday 30 September, 2015 at 10.00 a.m. at Feast India Banquet-Laxmi Palace, S.V.Road, Sundar Nagar,

Malad – West, Mumbai – 400 064.

__________________________________ ________________________________Member's/Proxy's name in Block Letters Member's/Proxy's Signature

PROXY FORM

Name of the Member(s):

Registered Address:

Email:

Folio no. / Client ID: DP ID:

I/We, being the member (s) of ……............……. shares of the above named company, hereby appoint

1. Name:………………….............…….............……......................... Email Id: ...........……………………...……………………Address: …………………………………………………...........…………………………………….............…….............…………………………………………………………………………...........………………………….............……..................……………..

Signature:……………………….............………………., or failing him/her


Signature:……………………….............………………., or failing him/her


Signature:……………………….............………………. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty-first Annual General Meeting of the Company to be held on Wednesday, September 30, 2015 at 10.00 a.m at Feast India Banquet-Laxmi Palace, S.V.Road, Sundar Nagar, Malad – West, Mumbai – 400,064 and at any adjournment thereof in respect of such resolutions as are indicated below:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 and Statement of Profit and Loss Account for the year ended on that date along with the Reports of Directors' and Auditor thereon.

2. Appointment of Statutory auditors.

3. Appointment of Mrs. Dariyadevi Hiran as director.

4. Approval for entering into Related Party Transactions by the Company in routine business.

Signed this day of 2015

Signature of shareholder Signature of Proxy holder(s)

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Hiran Orgochem LimitedCIN: L51900MH1983PLC029596Registered Office: Unit 908,9th flr,IJMIMA-Immitation Jewellery Mkt, CSL, Raheja Metroplex, Link Road, Malad (West), Mumbai – 400064; Phone: 91-022-40144126 Fax: 91-022-40144126 E-mail: [email protected] Website:www.hiranorgochem.com

Affix

revenue

stamp

thRegistered Office: Unit No. 908, 9 Floor, Ijmina-Immitation Jewellery Market CSL Raheja Metroplex, Off Link Road, Malad (W), Mumbai – 400 064. Tel.: 022-40144127 Fax: 022-40953099

Email: [email protected] Website: www.hiranorgochem.com

mailto:[email protected]

Documents

Hiran AR 2014-15 should bear this in mind. ... account(s) to their respective ... the Company's Registrar and Share Transfer Agent. In respect of shares held in demat form,