TO THE MEMBERS,
 
 The Directors are pleased to present the 22nd Annual Report of the
 Company together with the Audited Financial Statements for the year
 ended March 31, 2012.
 
 FINANCIAL HIGHLIGHTS:                    (Amount In Rupees)
 
 Particulars                     Year Ended      Year Ended .
                                 31st March, 
                                       2012      31st March, 
                                                 2011
 
 Sales and other Income       44,88,30,700       36,23,72,382 
 
 Profit before
 Interest, 
 Depreciation Tax &
 
 Extra Ordinary items          6,45,15,489       5,08,03,676
 
 Less: Interest and 
 Finance Charges               1,55,21,587       1,20,64,749
 
 Depreciation                    63,03,861         56,39,782
 
 Profit before Tax 
 & Extra ordinary items        4,26,90,041       3,30,99,145
 
 Less: Provision for Tax
  (including Deferred Tax)     1,29,71,620      10,06,42,683
 
 Less: Extra ordinary items          -             20,55,458
 
 Net Profit After Tax          2,97,18,421       2,04,01,004
 
 Balance brought forward       4,64,15,234       2,60,14,230
 
 Balance carried
 to Balance Sheet              7,61,33,655       4,64,15,234
 
 OPERATIONS:
 
 During the year under review, your Company earned a total Income of Rs.
 44.88 Crores comprising mainly of Sale of Shares, Interest & Dividend
 and long term share investments profit. Against this, the total
 expenses amounted to Rs. 40.61 Crores. As a result of this the Company
 has earned Net Profit of Rs. 4.27 Crores as against the profit of Rs.
 3.31 Crores for the previous year.
 
 FUTURE OUTLOOK:
 
 The Company is shifting towards manufacturing of Human API''s. The
 Company is presently manufacturing intermediates and chemicals and is
 focusing in developing new API''s. The Company has carried out
 laboratory trials of various API''s and will be launching new API''s in
 next year.
 
 DIVIDEND:
 
 With a view to conserve the resources for the future operations, your
 Directors have thought it prudent not to declare dividend for the year
 ended 31st March, 2012.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Mukesh R. Desai and Mr.
 Dilip K. Pimple, Directors are liable to retire by rotation and being
 eligible, offer themselves for re-appointment at the ensuing Annual
 General Meeting. A brief profile of the Directors proposed to be
 re-appointed is annexed to the Notice of the ensuing Annual General
 Meeting.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, your Directors confirm the following:
 
 - that in the preparation of the Annual Accounts for the financial
 year ended 31st March, 2012 the applicable Accounting Standards have
 been followed;
 
 - that the Directors have selected such Accounting Policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at 31st March, 2012 and of the profit of
 the Company for that year;
 
 - that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 - that the Annual Accounts for the financial year ended March 31,
 2012 have been prepared on a going concern basis.
 
 CHANGE OF NAME OF THE COMPANY:
 
 During the Financial Year 2011-12, the name of the Company was changed
 from Nutraplus Products (India) Limited to Nutraplus India Limited.
 
 ISSUE OF EQUITY SHARES AGAINST SHARE WARRANTS
 
 The Company, during the financial year 2011-12, made an allotment of
 4,50,000 fully paid up Equity Shares to the holders of Share Warrants
 on exercise of the balance entitlements by the said holders.
 
 AUDITORS:
 
 M/s. AMPAC & Associates, Chartered Accountants, the Statutory Auditors
 of the Company retire '' at the ensuing Annual General Meeting and have
 expressed their willingness to be re-appointed as Statutory Auditors of
 the Company for Financial Year 2012-2013.
 
 AUDITORS'' REPORT:
 
 Your Directors would like to state as under for the observations made
 by the Auditors in their Report viz.
 
 - During the year under consideration the Company has provided
 Gratuities which is not in consistent with the Accounting Standard 15:
 
 The Company has been following the method of accounting of Gratuity on
 cash basis. The provisions made for the Gratuity in the Books of
 Accounts is based on the policy of the Company framed for the
 calculation of Gratuity. The Company is in the process of calculation
 as per the actuary valuation.
 
 - Non Disclosure of status of creditors and non provision of interest
 under the Micro, Small and Medium Enterprises Development Act, 1956.
 
 The Company has advised all its creditors to inform about their status
 that whether they are Micro, Small and Medium Enterprises under the
 Micro, Small and Medium Enterprises Development Act, 1956 or not.
 However the Company has not received any response from the creditors
 for the said status.
 
 - Register of Fixed Assets is not updated.
 
 The Company is in the process of updating all its records related to
 fixed assets.
 
 - Internal Control System for reconciliation of balance need to be
 strengthened commensurate with the size of the Company.
 
 Necessary process has been drawn up and implemented as per the advice
 of the Auditors.
 
 - The Company has no formal Internal Audit System.
 
 The Company has in house Internal Audit System and the said system is
 reviewed by the management periodically. No instances of irregularities
 have been noticed in preparation of accounts or any fraud or
 misappropriation of funds.
 
 - Short Funds were used for long term purposes.
 
 The Company has been continuously carrying out research and adapting
 new technologies as may be available for the process. Hence considering
 the requirement for the short gap arrangement short term funds were
 used for long term purposes. The Company had raised long term funds to
 meet with its long term requirements.
 
 COST AUDITORS
 
 In pursuance of Section 233B of the Companies Act, 1956 the Central
 Government has ordered Cost Audit for bulk drugs and intermediaries.
 Accordingly Mr. Gaurang Dalai, Cost Accountant was appointed as a Cost
 Auditor to render reports to the Central Government.
 
 SUBSIDIARY:
 
 A statement relating to wholly owned subsidiary Company viz. Dynamic
 Metal Powders Limited as per the provision of Section 212 of the
 Companies Act, 1956 is annexed.
 
 ANNEXURE TO THE DIRECTORS'' REPORT
 
 STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING
 TOSUBSIDIARY COMPANIES
 
 Sr.  PARTICULARS DYNAMIC METAL
 
 No POWDERS PVT. LTD.
 
 1.  Information Furnished for the Financial Year Ended March 31, 2012
 
 2.  Date from which it becomes Subsidiary November, 2011
 
 3.  Shares of the subsidiary held by the holding company
 
 i.e. Dynamic Metal Powders Private Limited and its subsidiaries (HCDL)
 on March 31, 2012
 
 a) Number of Shares held 10000 Equity Shares
 
 b) Fully paid Shares Each of the face value of Rs Rs. 100/- c) Extent
 of Effective Holding 100%
 
 4.  Net Aggregate amount of the subsidiary''s
 
 Profit / (Loss) not dealt with in Nutraplus India Limited A/c
 
 a) For the Financial Year of the Subsidiary aforesaid (35,604)
 
 b) For the Previous financial years of the subsidiary
 
 since it becomes Subsidiary 147012
 
 5.  Net Aggregate amount of the subsidiary''s
 
 Profit / (Loss) dealt with in Nutraplus India Limited A/c
 
 a) For the Financial Year of the Subsidiary aforesaid Nil
 
 b) For the Previous financial years of the subsidiary
 
 , since it becomes Subsidiary Nil
 
 6.  Changes in the interest of Nutraplus India Limited in the
 subsidiary company between the end of the Financial
 
 Year of the subsidiary Company and March 31, 2012 None
 
 7.  Material Changes between end of the Financial Year of the
 subsidiary Company and March 31, 2012
 
 a) Fixed Asset Nil
 
 b) Investment Nil
 
 c) Monies Lent By Subsidiary Co Nil
 
 d) Monies Borrowed by Subsidiary for any purpose
 
 other than that of meeting Current Liability Nil
 
 Information under Section 217(1)(e) of the Companies Act, 1956, read
 with Companies (Disclosures of Particulars in the Report of Board of
 Directors) Rules, 1988, and forming part of the Directors Report)
 
 FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY
 ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 A.  RESEARCH & DEVELOPMENT (R & D)
 
 1.  Specific areas in which R & D carried out by the company
 
 Developmental activities of the company are directed towards quality
 improvement and further developments of other varieties of Veterinary
 and other Bulk Drugs.
 
 2.  Benefits derived as a result of the above R & D
 
 Due to improvement in the quality of the product, the company has been
 able to sustain in the international market in spite of adverse market
 conditions. The company has been developing new products having export
 potentials.
 
 3.  Future plan of action
 
 To continue R & D work on the above areas.
 
 4.  Expenditure on R & D
 
 The Managing Director personally looks after the Technical Service
 Department and it continuously undertakes the developmental work for
 new varieties of Bulk Drugs & new formulation with the intention to
 reduction in cost and improvement in quality to international standard.
 However amounts spent on R & D are negligible.
 
 B.  TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
 
 1.  Efforts in brief and benefit derived
 
 Continuous efforts are being made to prepare and check material balance
 on the actual performance against design. These measures have helped in
 increasing the productivity and quality improvement.
 
 2.  Details of technology imported during the past 5 years
 
 No technology has been imported during the past 5 years
 
 C.  FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earning : Rs.
 7,77,292/- Foreign Exchange Outgo (C.I.F.) : Rs. 6,84,74,367/- 
 
                                 By Order of the Board of Directors
 
                                         MUKESH D. NAIK
 
 Place : Mumbai                   Chairman & Managing Director
 
 Dated: 30th May 2012