The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS                                         (Rs. in lacs)

FOR THE YEAR ENDED                         31.03.2015      31.03.2014
                                           CURRENT YEAR    PREVIOUS YEAR 

Gross operating Profit                        2731.39         3451.84

Financial Charges                               62.81          158.33

Cash Profit                                   2668.58         3293.51

Deprecation                                    460.76          344.09

Provision for doubtful debts/                  147.91          (42.95)
obsolete Stock

Provision for doubtful debts written            28.94          (16.17)
back 

Prior period Adjustments                            -            2.22

Profit before Tax                             2088.85         3006.32

Provision for Deferred Tax                    (100.26)          89.82

Provision for Current Tax                      487.48         1008.39

Income Tax Paid for earlier years                   -          (42.31)

Profit after Tax                              1701.64         1950.41

Balance brought forward from                  5768.96         3913.17
previous year

Depreciation Adjustment                         73.88               - 

Profit available for appropriation            7396.73         5863.58

Final Dividend on                                   -            3.95 
Preference Shares

Tax on Dividend on                                  -            0.67 
Preference Shares

Profits transferred to General                      -           90.00
Reserve 

Profit carried forward                        7396.73         5768.96

Your Directors present the Operational performance of the company, which in the company has achieved a sales turnover ofRs. 11598 lacs (net of excise) as compared to the previous year sales turnover ofRs. 11996 lacs (net of excise) leading to a decline in sales by 3.31% due to the unrest in some of the export market and non award of government tenders.

The company's Net Profit during the year recorded Rs. 1701.64 lacs as compare to previous year figure ofRs. 1950.4 lacs, hereby a leading to a decline of profit toRs.248.7 lacs .

Directors are putting constant thrust on productivity enhancement, cost optimization and customer satisfaction by producing their quality products enabling continues growth track, in the operational results of the company.

SHARE CAPITAL

The paid up equity share capital as at 31st March, 2015 is Rs. 72,001,500/-. During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme.

Your Company has not bought back its own shares during the year under review.

TRANSFER TO RESERVES

No amount was transfer to the reserves during the year under review.

DIVIDEND

While approving the Final Accounts Statements for the year ended on 31st March 2015, the Board has not recommended any dividend on the Equity shares.

This is keeping in view of the company's need for upgradation of existing facilities and the expansion with intent to finance such plans through internal accruals to the maximum. Your directors certainly believe that this would increase shareholder value and eventually lead to a higher return threshold.

EARNING PER SHARE

EPS (Earning Per Share) is Rs. 23.63, as compared to the previous year's figure of Rs. 27.02 hereby a leading to a decline of 12.54 % as compare to the previous year.

MATERIAL CHANGES DURING THE FINANCIAL YEAR TO WHICH THE BALANCE-SHEET RELATES:

FINAL DELISTING APPROVAL OF ALL STOCK EXCHANGES

It was informed to the Board that The Offer ("Offer") to voluntarily delist the shares of Ahlcon Parenterals (India) Limited ("Company") by B. Braun Singapore Pte Ltd ("Acquirer"/promoter company) pursuant to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended from time to time ("Regulations") was filed before BSE, CSE, JSE and DSE.

The Company had thereafter applied for the delisting of its Shares from the Bombay Stock Exchange ("BSE") on 28.01.2014, Calcutta Stock Exchange ("CSE") on 28.01.2014, Delhi Stock Exchange ("DSE") on 30.01.2014 and the Jaipur Stock Exchange ("JSE") on 24.01.2014 (collectively referred to as the "Stock Exchanges"), where the Shares of the Company were listed.

BSE vide its notice no. DCS/DL/RK/RBBSFL/841/2014-15 dated January 16, 2015 informed their members about discontinuation of trading of the Shares of the Company with effect from January 22, 2015 and the delisting of Shares with effect from January 30th, 2015.

CSE, vide its notice dated February 9, 2015, informed their members about the delisting of Shares from CSE with effect from February 10th, 2015.

SEBI, vide its order no. WTM/PS /45/MRD/DSA/NOV/2014 dated November 19, 2014, withdrew the recognition granted to DSE.

JSE, vide its notice no. JSEL/2015/151 dated March 12, 2015 informed their members about the delisting of Shares from JSE with effect from March 25th, 2015.

For the purpose of date of delisting as mentioned in Regulation 21 of SEBI Regulations, SEBI, via its letter no. CFD / DCR1 / SG / OW / 3119 / 2015 dated February 3, 2015 directed the acquirer to consider the date of delisting as the date on which Shares are delisted from all the stock exchanges recognised by SEBI.

Accordingly, the date of delisting has been taken as March 25th, 2015, being the later of the date of delisting as intimated by BSE, CSE, DSE and JSE.

EXIT OFFER TO THE PUBLIC SHAREHOLDERS OF THE COMPANY BY B BRAUN SINGAPORE PTE LTD (ACQUIRER / PROMOTER).

The Company Secretary informed to the Board that in accordance with regulation 21 of the SEBI Regulations, the acquirer hereby provides an exit opportunity ("Exit Offer") to the remaining public shareholders holding shares in the company ("Residual Shareholders"). The residual Shareholders of the company can tender their shares to the acquirer - M/s B. BRAUN SINGAPORE PTE LTD at the Final Price of Rs. 525/- (Rupees Five Hundred and Twenty Five only) per share at any time from March 25th, 2015 ("Offer Opening Date") till March 24th, 2016 ("offer closing date") (such period being the "Exit Period"), as per the terms and conditions set out in this Exit Offer Letter. The details of Exit offer letter uploaded in the website of the company and also available with the RTA.

EXPANSION / PRODUCT DEVELOPMENT

During the year under review, the Company has completed the expansion project by addition of capacity of 42 million through installation of Rommelag FFS Technology - High capacity Machines, with a mission to achieve value added products in its products portfolio to meet the incremental demand of local and international markets, at its existing Bhiwadi plant in Rajasthan, the total cost of the project is Rs. 23680/- Lacs, met through debts/internal accruals.

RESEARCH & DEVELOPMENT

The company has R & D division at Bhiwadi, duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR).

The Company's in house R & D Division is having a dedicated team of highly qualified, skilled scientists engaged in developing the formulations and products for its strategic portfolio management. R & D is also well on its way to realize the potential by innovating with various drug delivery technologies. The company is in the process of research to development of new formulations and registrations of products. The details of R & D are as per Form-B, forming part to the Annexure to the Director's Report.

EXPORTS

Your directors are putting constant efforts for increasing the export sales component on the total turnover to mitigate the risk posed by various domestic markets and factors, which are resulting into price discrimination, cut throat competition, entry of new entities in the market, government price regulatory mechanism.

Taking advantage of the increased demand of Indian pharmaceutical products, in the international market, the company has carried on registration and arrangement with several international agencies for increasing the base of export markets. Further plans are underway to increase the direct and indirect exports to various countries. As a result of this, during the year under review, the export sales were Rs. 3776.64 lacs as compared to the previous year's figure of Rs. 3538.15 lacs achieving a growth of 6.74 % approx.

As informed in our previous reports, to further expand the company's export activities, your company is in the process of registration of its new product dossiers, in both the regulated as well as unregulated markets and the registration formalities with number of countries are well in progress. We have obtained orders from some parties and as some countries registration process is in the pipe line and hence soon after these registration certificates are obtained, company shall be able to grab the export earnings by exporting to those countries.

BANKERS:

We are banking with the Mizuho Bank Ltd and Deutsche Bank which has been providing financial assistance to our company for various purposes and for which we express our hearty commends.

DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the company, Mr. Arun Mudgal, Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Necessary resolutions seeking the approval of the shareholders for the aforesaid appointment & reappointment of directors, form part of the notice, convening the Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

Five Board meetings of the Company were held during the year on the following dates:

I. 13-05-2014, II. 12-06-2014, III.12.08.2014 IV. 13.11..2014, V. 13-02-2015

AUDIT COMMITTEE

The Chairman informed to the Board that it is required to reconstitute a Audit Committee in accordance with Sec 177 of the Company's Act 2013.

The Board reconstituted the committee with the following members:

NAME OF THE              DESIGNATION    NATURE OF
DIRECTOR                                DIRECTORSHIP

Dr. S. C.L. Gupta        Member         Independent Director

Dr. S. S. Arora          Member         Independent Director

Mr. Anand Apte           Member         Non Executive Director

Mr. Arun Mudgal          Member         Executive Director

Under sec 177(4) : Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include,-

(i) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(ii) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

(iii) Examination of the financial statement and the auditors' report thereon;

(iv) Approval or any subsequent modification of transactions of the company with related parties;

(v) Scrutiny of inter-corporate loans and investments;

(vi) Valuation of undertakings or assets of the company, wherever it is necessary;

(vii) Evaluation of internal financial controls and risk management systems;

(viii) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditor's report but shall not have the right to vote.

The Board's report under sub-section (3) of section 134 shall disclose the composition of an Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report along with the reasons therefor.

The committee meets from time to time with the terms of reference specified in writing by the Board which shall, inter alia, include other activates as specified under sec 177(4) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that;

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

2. The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions under the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis; and

5. 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.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149;

Every independent director have shall give disclosure at their first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, give a declaration that he meets the criteria of independence.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

THE EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92;

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under provisions of Section 92 (3) of the Act is attached as "Annexure I " which forms part of this Report.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178;

The Nomination and Remuneration Committee shall, while formulating the policy under sub-section (3) confirmed that -

(a) In the Company, the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

The Board has set up a Nomination &Remuneration Committee to formulize company's policy on remuneration packages of the executive directors and determine the same from time to time.

The Committee has been reconstituted by the board and the composition and other details of the Nomination and Remuneration Committee are as follows:

Details of remuneration paid to Executive Director, for the year 2014-15 :

                                     (In Rs.)

Basic Salary                       1,808,736

HRA                                 9,04,368

Perquisites                         1,72,501

Performance Incentives             1,059,888

Other                              2,244,504

Total Remuneration                 6,189,997

The Payment of remuneration as per the Managing director Agreement 1.10.2012 and as per limit provided under section 197 and schedule V of the Companies Act 2013.

Statement of sitting fees paid to Non-Executive Director for the year 2014-15 and their shareholding position as on 31.03.2015.

NON EXECUTIVE                  SITTING       SHARE HOLDING 
DIRECTOR                       REES Rs.

Mr. Anand                        NIL            NIL
Chandrashekhar Apte

Mr Manfred                       NIL            NIL
Gregor Mahrle

Mr. Arun Kumar Gupta         110,000            NIL

Dr. S. S. Arora              100,000            NIL

Dr. S. C. L. Gupta          1,10,000            NIL

The committee meet from time to time for formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

The board confirm to the shareholders that there is no qualification, reservation or adverse remark or disclaimer by the auditors in his report;

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186;

The company disclosed that sec 186 not applicable to the company and the company shall not give any loans, made any investment or provide any security to any other company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee and Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained therein.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.

The Company in the ordinary course of its business, enters into transactions relating to purchase, transfer or receipt of products, goods, active pharmaceutical ingredients, materials, services, other obligations from B. Braun group companies, who is a 'Related Party' within the meaning Section 2 (76) of the Act.

DEPOSITS

The Company has not accepted any deposit under section 73 of the Companies Act, 2013

RISK MANAGEMENT

This Risk Management Policy is a formal acknowledgement of the commitment of the company to risk management. The aim of the policy is not to have risk eliminated completely from Companies activities, but rather to ensure that every effort is made by the company to manage risk appropriately to maximise potential opportunities and minimise the adverse effects of risk.

POLICY OBJECTIVES

To confirm and communicate the company's commitment to risk management to assist in achieving its strategic and operational goals and objectives.

To formalize and communicate a consistent approach to managing risk for all departmental activities and to establish a reporting protocol.

To ensure that all significant risks to the company are identified, assessed and where necessary treated and reported to the committee.

To assign accountability to all staff for the management of risks within their areas of control.

To provide a commitment to staff that risk management is a core management capability.

SCOPE OF THE POLICY

Risk is an inherent aspect of all Company's, administrative and commercial business activities. Sound risk management principles must become part of routine management activity across the company. The key objective of this policy is to ensure the company has a consistent basis for measuring, controlling, monitoring and reporting risk across the company at all levels.

CORPORATE SOCIAL RESPONSIBILITY

The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, which will came into effect during this financial year, the Company has already constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Policy adopted by the Board of Directors is available on the Company's website. The CSR Committee will decide to implement the programmes as per the CSR project report and increase focus on health and education in the years ahead.

In addition to the above company plans to implement our CSR Project through NGOs as approved by our CSR committee in rural health near by our Factory and offices. The details of Project, and its application in CSR will be placed in the next Directors Report.

Pursuant to Section 135 of the Companies Act, 2013 and rule made thereunder, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The Committee has adopted a Corporate Social Responsibility Policy. As per Section 135(5) of the Act, the Company needs to ensure at least 2% of the average net profit of preceding three financial years is spent on CSR activities as mentioned in CSR Policy. The average result of preceding three financial years (2011-12, 2012-13 and 2013-14) was Rs. 189,367,581/- and the CSR obligations was Rs.3751981/- (P.Y. Rs. Nil).

However the Company has not spent any amount on CSR during the current year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2014-15.

CORPORATE GOVERNANCE

Since the company delisted from all stock exchanges w.e.f 25th March, 2015, there is no need of disclosure under clause 49 of the listing agreement.

But, the best corporate governance practices have been adopted by Ahlcon Parenterals (India) Ltd and the same is being continuously reviewed to ensure that they adhere to the latest corporate developments and conform to the best corporate governance ethics.

STATE OF COMPANY'S AFFAIRS

A brief state of company's affairs as given below aims to be helpful to the Shareholders of the company and provide them with an in-depth Analysis of the business prospects.

Ahlcon Parenterals (India) Limited is one of the leading manufacturing Company in the Indian Pharmaceutical Industry. The Company's revenues are mainly from Contract Manufacturing, Institutional sales and ethical sale of branded-generic and unbranded-generic manufactured pharmaceutical products. A further break down of pharmaceutical sales can be done as, Domestic formulations (comprising branded pharmaceuticals formulations sold in the domestic market), Contract manufacturing (comprising sourcing, manufacturing and supplying pharmaceutical formulations to giant pharma company under their brand name) and direct export to International market comprising exports of branded and generic manufactured pharmaceutical formulations. The operating costs primarily comprise raw and packing materials, purchase of finished goods, staff cost, selling and marketing expenses, manufacturing, Research & Development expenses and general overheads.

AUDITOR'S REPORT

The remarks referred to in the Auditors Report are self explanatory except on the observation of disputed tax /other demand mentioned at point no. vii (c) of the Annexure to their report, the company has already preferred appeals before the appellate authorities against the said demand of the respective departments. Company has strong grounds to believe that the appellate authorities shall pass orders in favour of the company.

AUDITORS

M/s Arun. K. Gupta & Associates, Chartered Accountants, Statutory Auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment as Statutory Auditors for the financial year 2015-2016. M/s Arun. K. Gupta & Associates, Chartered Accountants, have signified their consent, in writing, for such appointment along with a certificate stating that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

COST AUDITORS

The Board of Directors reappointed M/s Kabra and Associates, Cost Accountant, New Delhi, holding valid certificate of practice no.000075 as the Cost Auditor for conducting the Cost Audit for the financial year 2015-16 with a remuneration of Rs. 50,000/- settled mutually. The Audit Committee of the company recommended for their reappointment in accordance with Companies (Audit and Auditors) Rules, 2014, and relevant notification issued by the Ministry of Corporate Affairs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, in the annexure forming part of this report .

PARTICULARS OF EMPLOYEES

During the year under review, one employee was in receipt of remuneration exceeding the specified limits. Hence, disclosure under section 134 of the Companies Act, 2013 read with companies (Appointment and remuneration) Rules 2014, is annexure forming part of this report.

INDUSTRIAL RELATION

The Company continued to maintain very healthy, cordial and harmonious industrial relations at all levels and your Directors wish to place on record their appreciation for the contributions made by the employees at all levels and take this opportunity to thank all employees for their hard work, dedication and commitment.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Banks and Investors for their unstinted support, assistance and valuable guidance. Last but not the least, the directors wish to place on record their deep sense of appreciation for the devoted service of the Executives, Staff and workers of the company at all levels.

For and on behalf of the Board of Directors

                                             Anand Chandrashekhar Apte

Place: New Delhi                                              Chairman