27th Annual Report 2011-2012 - · PDF file27th Annual Report 2011-2012 BOARD OF DIRECTORS ... subject to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares ... (“FCCB

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27th Annual Report 2011-2012

BOARD OF DIRECTORSMr. J. SaxenaMr. Alok SaxenaDr. Anuj Saxena – Managing DirectorMr. Prem GuptaMr. Jagat Verma

AUDITORSM/S Jayesh Sutaria AssociatesChartered Accountants,Mumbai.

BANKERSCorporation Bank

REGISTERED OFFICEPlot No. A-38/1, Patalganga Industrial Area,Village Khaire,Taluka – Khalapur,District – Raigad,Maharashtra 410 220Tel 02192-250020 Fax – 02192-250019

ADMINISTRATIVE OFFICE“ELDER HOUSE”,Plot No. C-9, Dalia Industrial Estate,Off Veera Desai Road, Andheri (West),Mumbai 400 053.

FACTORY:Plot No. A-38/1, Patalganga Industrial Area,Village – Khaire,Taluka – Khalapur,District – Raigad,Maharashtra 410 220.

REGISTRARS & SHARE TRANSFER AGENTSAdroit Corporate Services Pvt Ltd19, Jaferbhoy Ind. Estate, 1st Floor,Makwana Road, Marol Naka,Mumbai 400 059.Tel : 022-285 94060 Fax No. 022-285 03748

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NOTICE

NOTICE is hereby given that the 27th Annual General Meeting of the Members of ELDER PROJECTS LIMITED will be held at the Registered Office of the Company at Plot No. A-38/1, Patalganga Industrial Area, Village - Khaire, Taluka - Khalapur, District - Raigad, Maharashtra 410 220 on Thursday, the 27th September 2012 at 11.30 a.m. to transact the following business.

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March 2012 and the Profit & Loss Account for the year ended on that date and the Report of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Alok Saxena who retires by rotation and being eligible offer himself for re-appointment.

3. To appoint Auditors of the Company and to fix their remuneration.

AS SPECIAL BUSINESS

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

RESOLVED THAT –

(a) in supersession of all the resolutions passed earlier in this regard and pursuant to the provisions of Sections 81 and/or 81(1A), as applicable and other applicable provisions, if any, of the Companies Act, 1956, (“the Act”) (including any statutory amendments thereto or modifications or re-enactments thereof for the time being in force);

(b) subject to the relevant provisions of the Memorandum and Articles of Association of the Company;

(c) subject to the Listing Agreement entered into by the Company with the Stock Exchanges on which the Company’s Equity Shares [and / or securities] are presently listed;

(d) subject to the provisions of the Foreign Exchange Management Act, 1999 (“FEMA”) as amended and all applicable regulations framed, notifications and circulars issued thereunder;

(e) subject to the provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 as amended and all applicable regulations framed, notifications and circulars issued thereunder;

(f) subject to the provisions of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulation, 2004, as amended, and all applicable regulations framed, notifications and circulars issued thereunder;

(g) subject to the provisions of the Foreign Exchange (Borrowing and Lending in Rupees) Regulations, 2000, as amended, and all applicable regulations framed, notifications and circulars issued thereunder;

(h) subject to the provisions of the Foreign Exchange (Borrowing and Lending in Foreign Currency) Regulations, 2000, as amended, and all applicable regulations framed, notifications and circulars issued thereunder;

(i) subject to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (“ICDR Regulations”) as amended as applicable, including regulations for Qualified Institutions Placement prescribed in Chapter VIII thereof;

(j) subject to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 (“FCCB Scheme”) as amended and all other

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applicable circulars, notifications, guidelines issued by the Ministry of Finance (Department of Economic Affairs), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”) and all other governmental or regulatory bodies in India;

(k) subject to the Issue of Foreign Currency Exchangeable Bonds Scheme, 2008 (“FCEB Scheme”) as amended and all other applicable circulars, notifications, guidelines issued by the Ministry of Finance (Department of Economic Affairs), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”) and all other governmental or regulatory bodies in India;

(l) subject to all other applicable laws, rules, regulations, notifications, circulars and guidelines, if any including those issued by the Ministry of Finance, Ministry of Commerce and Industry, Ministry of Health and Family Welfare, the RBI, SEBI, Competition Commission of India (“CCI”) and all other relevant governmental or regulatory bodies in India and/or in any other relevant jurisdiction;

(m) subject to obtaining and compliance with all necessary approvals, consents, permissions and/or sanctions, as applicable including that of the SEBI, Government of India (“GOI”), Ministry of Commerce and Industry, the Foreign Investment Promotion Board (“FIPB”), Secretariat for Industrial Assistance (“SIA”), Department of Industrial Policy and Promotion (“DIPP”), CCI, RBI, all other appropriate governmental authorities, all other relevant stock exchanges whether in India or overseas, all other regulatory and governmental authorities whether in India or overseas; subject to such conditions and modifications as may be prescribed or imposed by any of them whilst granting such approvals, permissions, consents and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall include any Committee(s) to be constituted by the Board in that regard for the purpose of any offering(s) to be made by the Company in pursuance of this Resolution); and

(n) subject to obtaining the consents, if required, of any institutions, lenders and any other third parties, if any, the consent and approval of the Company be and is hereby accorded to the Board in its absolute discretion to create, offer, issue and allot:

(i) in the course of one or more domestic offering(s); and/or

(ii) in the course of one or more international offering(s) in one or more foreign markets,

such number of Equity Shares (including those to be issued pursuant to a Qualified Institutions Placement (“QIP”), a Rights Issue, Global Depository Receipts (“GDRs”), American Depository Receipts (“ADRs”), or any other form of Depository Receipts or by way of Bonds or Debentures convertible into Equity Shares including Foreign Currency Convertible Bonds (“FCCBs”), and/or Foreign Currency Exchange Bonds (“FCEBs”) and/or convertible bonds, convertible debentures, fully or partly paid, and/or other securities, fully or partly paid, convertible into or exchangeable with Equity Shares and/or other securities convertible into Equity Shares at the option of the Company and/or the holder(s) of such securities, and/or securities linked to Equity Shares, and/ or securities with or without detachable/ non-detachable warrants and/or warrants with a right exercisable by the warrant holders to subscribe to Equity Shares and/or any instruments which would be converted into or exchanged with Equity Shares at a later date, whether Indian Rupees denominated or denominated in any foreign currency (naked or otherwise), either in registered or bearer forms or any combination of the Equity Shares and the securities with or without premium, as the Board at its sole discretion decides, whether secured by way of creating charge on the assets of the Company or unsecured or any other permitted securities / instruments, convertible into Equity Shares, at the option of the Company and/or the holder(s) of the securities, and/or securities linked to Equity Shares, (hereinafter collectively referred to as the “Securities”), in one or more offering(s) and/or in one or more tranches, with or without green shoe option, whether Indian Rupee denominated or denominated in foreign currency, to such investors (including but not limited to foreign, resident (whether

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institutions, incorporated bodies, banks, insurance companies and/or individuals or otherwise), Qualified Institutional Buyers (“QIBs”), Foreign Institutional Investors (“FIIs”), Promoters, Indian and/or Multilateral Financial Institutions and/or Mutual Funds and/or Non Resident Indians and/or employees of the Company and/or other categories of investors whether they be holders of Equity Shares in the Company or not or whether or not such investors are members of the Company (collectively called as “Investors”) who are eligible to acquire the Securities in accordance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals including without limitation the Act, the ICDR Regulations, FEMA, the Competition Act, 2002 (“CA”), the Foreign Exchange (Borrowing and Lending in Rupees) Regulations, 2000, the Foreign Exchange (Borrowing and Lending in Foreign Currency) Regulations, 2000, the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, the FCCB Scheme and FCEB Scheme, and all other applicable laws, regulations, circulars, notifications, guidelines including those issued by the Ministry of Finance, Ministry of Commerce and Industry, Ministry of Health and Family Welfare, RBI, CCI SEBI and all other relevant governmental or regulatory bodies in India and/or of any other relevant jurisdictions, through public issue(s), rights issue(s), preferential issue(s), private placement(s) or any combination thereof, through a prospectus, offer document, offer letter, offering circular, placement document, information memorandum, private placement memorandum, offer memorandum or otherwise, at such time or times and at such price or prices subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals, at a discount or premium to market price or prices in such manner and on such terms and conditions including as regards security, rate of interest, etc., as may be deemed appropriate by the Board in its discretion, subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals, for an aggregate amount, in one or more offering(s) and/or in one or more tranches, not exceeding [U.S. $ 10 million] (United States Dollars Ten Million) (inclusive of any premium, green shoe or over allotment option subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals) or an equivalent amount in Indian Rupees as may be approved by the Board, who (subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals) shall have the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of all other categories of Investors at the time of such offer, issue and allotment including after considering the prevailing market conditions and all other relevant factors and wherever necessary, in consultation with Advisor(s), Lead Manager(s) and Underwriter(s).

RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid issue(s) or offering(s) of the Securities may, subject to compliance with all applicable domestic and international laws, rules, regulations, circulars, notifications, guidelines and approvals, have all or any terms, or combination of terms, in accordance with prevalent market practices (whether domestic and/or international) and applicable laws and regulations including but not limited to the terms and conditions relating to payment of interest, additional interest, dividend, premium/ premia on redemption, prepayment and any other debt service payments whatsoever and all such terms as are provided in domestic/ international Issues or offering(s) of this nature, including terms for issue of additional equity shares or variation of the conversion price of the Securities during the duration of the Securities or period of conversion of Securities into Equity Shares or terms pertaining to voting rights or options for redemption of Securities, and that the Company is also entitled to appoint, enter into and execute all such agreements with any Advisor(s), Lead Manager(s), Underwriter(s), Broker(s), Banker(s) including Merchant Banker(s), Guarantor(s), Depository(ies), Trustee(s), Custodian(s), Legal Counsel(s) and all such other relevant agencies as may be involved or concerned in such Issues or offerings of Securities and to remunerate all such agencies including the payment of commissions,

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brokerage, fees or the like, and also to seek the listing of the Securities in one or more domestic and/or one or more international stock exchanges (“the Stock Exchanges”).

RESOLVED FURTHER THAT the Company and/or any agencies, persons or bodies as are authorized by the Board may, subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals, as amended, issue Depository Receipts (including by way of GDRs or ADRs) represented by underlying Shares in the capital of the Company or such other Securities with such features and attributes as are prevalent in international and/or domestic capital markets for instruments of such nature as may be required to provide for the tradability and free transferability thereof in accordance with market practices, domestic and/or international practices and regulations, and in the forms and practices prevalent in such international and/or domestic markets and subject to applicable laws and regulations and the Articles of Association of the Company and subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals, as amended, issue certificates including share certificates and/or other certificates of title representing the Securities with such features and attributes as are prevalent in international and/or domestic capital markets for instruments of such nature and to provide for the tradability or transferability thereof as per the international and/or domestic practices and regulations, and under the forms and practices prevalent in such international and/or domestic markets, subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals.

RESOLVED FURTHER THAT the Securities issued in pursuance of this Resolution shall be deemed to have been issued in the relevant domestic and/or foreign markets and shall be governed by the applicable laws, rules, regulations, circulars, notifications, guidelines and approvals).

RESOLVED FURTHER THAT the Securities may be redeemed and/or converted, subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals, in a manner as may be provided in the terms of their issue.

RESOLVED FURTHER THAT the Board be and is hereby authorized to apply for listing of the securities, as may be issued pursuant to this Resolution, on domestic Stock Exchanges and/or one or more international Stock Exchanges, as may be necessary, and to apply for admission thereof to domestic and/or international Depositories.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any of the Securities or as may be necessary in accordance with the terms of the offering(s), subject to the provisions of the Memorandum and Articles of Association of the Company and further subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals, all such shares will rank pari passu with the existing Equity Shares of the Company in all respects, except such rights as to dividend and voting will be as may be provided under the terms of the issue and in the offer document, if any.

RESOLVED FURTHER THAT the pricing of the Securities shall be made subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals and, further that the pricing of any Equity Shares pursuant to a Preferential Issue shall be made in accordance with Chapter VII of the ICDR Regulations and the pricing of any Securities pursuant to a QIP that may be issued, shall be made in accordance with Chapter VIII of the ICDR Regulations.

RESOLVED FURTHER THAT in the event of an issue of Securities by way of a Preferential Issue under Chapter VII of the ICDR Regulations, the “relevant date” shall have the meaning as given in sub-clause (a) and sub-clause (b) of Clause 71 of the said Chapter VII of the ICDR Regulations, which, inter alia states as under:

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(i) in the case of preferential issue of equity shares shall mean, the thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue;

(ii) in case of preferential issue of convertible securities, either the relevant date referred to in clause (i) herein above or a date thirty days prior to the date on which the holders of the convertible securities become entitled to apply for the equity shares.

And where the relevant date falls on a weekend / holiday, the date preceding the weekend / holiday will be reckoned to be the relevant date.

RESOLVED FURTHER THAT in the event of issue of Securities by way of a QIP under Chapter VIII of the ICDR Regulations, the “relevant date” shall have the meaning given in sub-para (c) of Regulation 81 of the said Chapter VIII of the ICDR Regulations, which inter alia states as under:

(i) in the case of allotment of equity shares, the date of meeting in which the Board or the Committee decides to open the proposed issue;

(ii) in case of allotment of eligible convertible securities, either the date of meeting in which the Board or the Committee decides to open the issue of such convertible securities or the date on which holders of such convertible securities become entitled to apply for the equity shares.

RESOLVED FURTHER THAT in the event of issue of Securities by way of FCCBs, ADRs or GDRs in accordance with the FCCB Scheme, the “relevant date” means the date of the meeting in which the Board decides to open the proposed issue; as may be altered or amended from time to time in accordance with applicable laws, rules, regulations, guidelines, circulars, notifications and approvals.

RESOLVED FURTHER THAT in the event of issue of Securities by way of FCEBs in accordance with the Issue of Foreign Currency Exchangeable Bonds Scheme, 2008 (“FCEB Scheme”), the “relevant date” means the date on when the Board passes the Resolution authorizing the issue of Foreign Currency Exchangeable Bond; as may be altered or amended from time to time in accordance with applicable laws, rules, regulations, guidelines, circulars, notifications and approvals

RESOLVED FURTHER THAT in the event of an issue of any other type of Securities, pricing of such Securities and the “relevant date” shall have the meaning as may be stipulated in any applicable law, rule, regulation, guideline, circular, notification or approval, as the case may be.

RESOLVED FURTHER THAT the issue to the holders of the Securities underlying the Securities shall be, inter alia, subject to the following terms and conditions:

a. In the event of the Company making a bonus issue by way of capitalization of its profits or reserves prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted shall subject to compliance with applicable laws and regulations stand augmented in the same proportion in which the equity share capital increases as a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto;

b. In the event of the Company making a rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares will stand subject to compliance with applicable laws and regulations increased in the same proportion as that of the rights offer and such additional Equity Shares shall be offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders; and

c. In the event of a merger, amalgamation, takeover or any other re-organisation or restructuring or any such corporate action, the number of shares, the price and the time

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period as aforesaid shall subject to compliance with applicable laws and regulations be suitably adjusted.]

RESOLVED FURTHER THAT for the purpose of giving effect to any Issue or allotment of Securities as described in above paragraphs, the Board or any authorized person so designated by the Board be and is hereby authorized, on behalf of the Company, subject to compliance with all applicable laws, rules, regulations, circulars, notifications, guidelines and approvals, to do all such acts, deeds, matters and things as it may in its discretion deem necessary or desirable for such purpose, as regards inter alia the issue of declarations, affidavits, certificates, consents and authorities as may be required from time to time and the issue and/or allotment of Securities, the utilization of issue proceeds and the appointment of and entering into of Agreements with Underwriter(s), Lead Manager(s), Broker(s), Banker(s) including Merchant Bankers, Trustee(s), Custodian(s) and Depository(ies), Advisor(s), Guarantor(s), Legal Counsel(s) and all such other relevant agencies including without limitation, entering into arrangements for managing, underwriting, marketing, listing, trading, and appointing depositories, custodians, registrars, and trustees and to issue any prospectuses or offering documents and sign the same and all other required applications, filings, deeds, documents, execution of various transaction documents, creation of mortgage / charge in accordance with Section 293(1)(a) of the Act in respect of any Securities as may be required either on pari passu basis or otherwise and writings and to pay any fees, commissions, remuneration and expenses relating to the Issue(s) and with power, on behalf of the Company, to settle any questions, difficulties or doubts that may arise in regard to any such issue or allotment as it may in its discretion deem fit.

RESOLVED FURTHER THAT the Board and other authorized designated officers of the Company be and are hereby authorized to make all filings including as regards the requisite listing application / prospectus / offer document / offer letter / offer circular / placement document / information memorandum / private placement memorandum or otherwise, or any draft(s) thereof, or any amendments or supplements thereof, and of any other relevant documents with the Stock Exchanges, the RBI, SEBI and such other authorities or institutions in India and/or abroad for this purpose, as may be required.

RESOLVED FURTHER THAT in addition to compliance with all applicable Indian laws, rules, regulations, circulars, notifications, guidelines and approvals, the Securities issued in pursuance of this Resolution shall also, if applicable, be governed by and comply with all applicable laws, rules, regulations, guidelines, circulars, notifications and approvals of any relevant jurisdiction outside India where they are listed or that may in any other manner apply to such Securities.

RESOLVED FURTHER THAT all acts, deeds and things already done or undertaken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions be and are hereby confirmed, approved and ratified in all respects.

RESOLVED LASTLY THAT the Board be and is hereby authorized to delegate all or any of its powers herein conferred to a Committee(s) of the Board which shall include at least one independent Director along with the authority to the said Committee(s) to further delegate specific powers to any one or more Director/ Directors or any officers of the Company, in order to give effect to the aforesaid Resolutions.

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

“RESOLVED THAT subject to the provisions of Sections 198, 269, 309, 310, 311 and other applicable provisions, if any, of the Companies Act, 1956 and further subject to the approval of other authorities, if necessary, the appointment of Dr. Anuj Saxena, as the Managing Director of the Company by the Board of Directors at their meeting held on 31st August 2012 for a period of 5 years effective from 1st September 2012 on the terms as to remuneration and perquisites hereinafter provided

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falling within the limits fixed by Schedule XIII to the Companies Act, 1956 including any statutory modifications or re-enactment thereof for the time being in force be and is hereby confirmed.

Salary Rs. 50,000 p.m. and other Allowances such as Leave Travel, Medical and contribution to Provident Fund, etc. with such suitable periodical increments as the Board may decide from time to time. Dr. Anuj Saxena will also be entitled to perquisites such as allowances, commission, car, telephone etc. as applicable to senior managerial personnel which are allowed and are within the limits fixed by Schedule XIII to the Companies Act, 1956 including any statutory modifications or re-enactment thereof for the time being in force, as may be decided by the Board of Directors for payment from time to time”

“RESOLVED FURTHER THAT notwithstanding loss or inadequacy of profits Dr. Anuj Saxena be paid the same remuneration and perquisites subject to the approval of authorities, if necessary”.

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

“RESOLVED THAT pursuant to the provisions of Section 293(1)(d) of the Companies Act, 1956 and in supercession of the earlier resolution(s) the Board of Directors of the Company be and is hereby authorized to borrow money from time to time up to a limit not exceeding in the aggregate Rs. 2,500,000,000/- (Rupees Two Hundred and Fifty Crores Only) notwithstanding that the monies already borrowed and the monies to be borrowed by the Company (apart from temporary loans obtained / to be obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid up capital and its free reserves, that is to say the reserves not set apart for any specific purpose”.

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

“RESOLVED THAT the consent of the Company be and is hereby accorded to the Board of Directors of the Company in terms of provisions of Section 293(1)(a) and other applicable provisions, if any, of the Companies Act, 1956 for mortgaging and / or charging all the movable and immovable assets and properties of the Company wheresoever situate, both present and future whether tangible or not and of every nature and kind whatsoever and / or creating a floating charge on all or any of the immovable assets / properties of the Company for the purpose of securing any loans, advances, credit facilities, debt instruments, etc. taken and / or issued by the Company from time to time”.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby further authorized to take such necessary action for giving effect to the above Resolution”.

By Order of the Board

J. SAXENADirector

Registered Office:

Plot No. A-38/1, Patalganga Industrial Area,Village Khaire,Taluka Khalapur,District Raigad,Maharashtra 410 220

Mumbai,31st August 2012

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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956:

ITEM No. 4

Due to the increase in the turnover, the company requires additional long term working capital and investments for launching and building new brands. The Company plans to set up new facilities for the other dosage forms. As the demand for injectables in the pharmaceutical market has increased, the company requires to expand and upgrade its current facilities at existing plant. For growing inorganically and in order to augment expansion programme of the Company, it will have to keep options open for a suitable acquisition or joint venture, if any.

Whereas, options like loans, ECBs, debt instruments in India and abroad are available to the Company for the purposes mentioned above , it would be in the interest of the shareholder value to avoid too much reliance on the same. It is therefore proposed to raise additional funding for the below mentioned purposes by resorting to a fund raising programme which is the most beneficial and cost effective to the Company. It is therefore proposed to raise funds by issuance of Securities such as QIP, equity shares and GDRs or debt instruments such as FCCBs / ECBs or a combination of debt and equity or equity instruments as mentioned in the proposed resolution, as are permissible to the extent of USD 10 million i.e. approximately Rs.55-60 crores for the following purposes:

- Setting up of new facilities for new dosage forms

- Expansion of capacities of existing plant

- Introduction of new products

- Inorganic growth opportunities

- Meeting issue expenses

ITEM No 5

The Board of Directors at their meeting held on 31st August 2012 have appointed Dr. Anuj Saxsena as Managing Director for the a period of five year effective 31 August 2012. The said appointment was made by the Board subject to the provisions of Section 198, 269, 309, 311 and other applicable provisions, if any, of the Companies Act, 1956 and further subject to the approval of the shareholders and/or other authorities, if necessary. The terms of the said appointment include a salary of Rs. 50,000/- p.m. plus other allowances such as Leave Travel, Medical and contribution of Provident Fund, commission, car, telephone, etc with such suitable periodical increments as the Board may decide from time to time within the limits permissible under Schedule XIII to the Companies Act, 1956 including any statutory modifications or re-enactment thereof for the time being in force.

It is proposed to pay him the same remuneration and perquisites in the event of loss or inadequacy of profits.

Dr. Anuj Saxena, 44 is a qualified doctor from University of Mumbai and has extensive experience in marketing and business development in the field of pharmaceuticals and other related fields. Directors are confident that his presence on the Board as Managing Director of the Company will immensely help the organization and recommend his appointment.

None of the Directors except Dr. Anuj Saxena himself, Mr. J. Sxena and Mr. Alok Saxena are concerned or interested in this resolution.

ITEM No 6

Due to the increase in the turnover, the company requires additional long term working capital and investments for launching and building new brands. The Company plans to set up new facilities for the new dosage forms. As the demand for injectables in the pharmaceutical market has increased , the company requires to expand and upgrade its current facilities of existing plant. For growing

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inorganically and in order to augment expansion programme of the company, it will have to keep options open for a suitable acquisition or joint venture if any.

Whereas, options like loans, ECBs, debt instruments in India and abroad are available to the Company for the purposes mentioned above , it would be in the interest of the shareholder value to avoid too much reliance on the same.

As per the provisions of Section 293(1)(d) of the Companies Act, 1956 the Directors of the Company shall not, except with the consent of the Company in General Meeting, borrow money where the money to be borrowed, together with money already borrowed by the Company (apart from temporary loans obtained from Company’s banker in the ordinary course of business) will exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set aside for any specific purpose. It is therefore proposed to seek authority to the Board for borrowing to the extent of Rs.250.00 crores which amount exceeds the aggregate of paid-up capital and free reserves of the Company.

The money borrowed shall be utilized for fortifying the market share of the company through the following avenues:

- Setting up of new facilities for new dosage forms

- Expansion of capacities of existing plant

- Introduction of new products

- Inorganic growth opportunities

The Directors recommend the resolution for passing.

None of the Directors are concerned or interested in this resolution.

ITEM NO 7

For its business activities the Company is required to borrow from time to time from banks, financial institutions, finance companies either by way of working capital, term loans, projects loans, corporate loans, debt instruments, etc. either in India and or abroad. These borrowings are required to be secured by creation of charge / mortgage in different forms such as hypothecation, pledge, registered or equitable mortgage, English mortgage, etc. on the movable and immovable assets of the Company in favour of the lender(s) / their agents as trustees / custodians / security trustees / debenture trustees, etc. including in respect of intangible assets of the Company. Since the resolution for authority to Directors to borrow up to Rs.250.00 crores is proposed under Section 293(1)(d) of the Companies Act, 1956 it is also proposed to seek from shareholders their authority for the higher amount of up to Rs. 250.00 crores under Section 293(1)(a) of the Companies Act, 1956. Hence this resolution.

The Directors recommend the resolution for passing.

None of the Directors are concerned or interested in this resolution.

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

2. The Register of Members and the Transfer Books of the Company will remain closed from Friday, the 21st September 2012 to Thursday the 27th September 2012 (Both days inclusive).

3. The instrument appointing a proxy should be deposited at the Registered Office of the Company not less than 48 hours before the commencement August of the meeting.

4. Members are requested to send their queries on accounts at least 7 days before the date of the meeting.

5. Members are requested to bring their copy of Annual Report along with them.

By Order of the Board

J. SAXENADirector

Registered Office:


Mumbai, 31st August 2012

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DIRECTORS’ REPORTTo,

The Shareholders,

The Directors have pleasure in presenting this Twenty Seventh Annual Report of the Company together with the audited Accounts for the year ended 31st March 2012. The working results of the Company for the year under review vis-à-vis those of the last year are summarized below:

Year Ended31.03.2012

(Rs. in Lacs)

Year Ended31.03.2011

(Rs. in Lacs)1 Sales/Income from operations 977.07 875.282. Other Income 134.16 64.50

3.Profit/(Loss) before InterestDepreciation & Taxation 370.64 286.35

4. Profit/(Loss) after Interest & Depreciation but before Taxation 29.95 5.075. Income tax paid for earlier years - 1.716. Provision for Taxation 7.50 1.007. Provision for Deferred Taxation 16.89 5.768. Profit/(Loss) after Taxation 5.56 (3.40)9. Profit/(Loss) brought forward (132.48) (129.08)10. Balance Profit/(Loss) carried to Balance Sheet (126.92) (132.48)

OPERATIONS:

During the year under review, your Company’s Sales / Income from operations were Rs. 977.07 lacs as against that of Rs. 875.28 lacs during the previous year. The figure of Profit / (Loss) before and after tax for the year under review were Rs. 29.95 lacs and Rs. 5.56 lacs respectively against profit of Rs. 5.07 lacs and Rs. (3.40) lacs for the previous year. The Directors do not recommend any dividend for the year under review in view of carried forward losses.

With effect from 1st April 2012 Restaurant Business undertaking of the Company was hived off by way of slump sale.

DIRECTORS:

Pursuant to Clause 134 of the Articles of Association of the Company and Section 256 of the Companies Act, 1956, Mr. J. Saxena, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, but being eligible offers himself for re-appointment. You are requested to re-appoint him.

BANKERS:

Corporation Bank, Mumbai and continued to be the bankers for the Company during the year under review. Your Directors sincerely thank the Bankers for their valuable and timely support to the Company.

ASSETS:

Fixed Assets worth Rs.42.56 lacs were added during the year under review.

All Fixed Assets and Stocks of the Company have been adequately insured.

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AUDITORS:

M/s. Jayesh Sutaria Associates, Chartered Accountants, Mumbai will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to continue to act as Auditors of the Company, if re-appointed. Members are requested to re-appoint them and fix their remuneration.

The comments/observations of the Auditors, if any, are self explanatory and do not call for any further explanations or clarifications.

DEPOSITS:

Your Company has not invited or accepted deposits which are covered under Section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors declare and confirm:

a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That 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 and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2012 and of the profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2012 in accordance with the provisions of the Companies Act, 1956 for the safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

d) That the Directors had prepared the accounts for the financial year ended 31st March 2012 on a ‘going concern’ basis.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees ) Rules ,1975.

INDUSTRIAL RELATIONS:

The Industrial relations had generally been cordial throughout the year under review.

CORPORATE GOVERNANCE:

Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., is separately attached to this Report.

RESEARCH AND DEVELOPMENT (R&D)

At present the Company is not carrying out any significant research and development activities and therefore, there is no expenditure under this head nor any other benefit accrued from it.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outgoes during the year under review.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked annexure “I” which forms a part of this Report. There were no foreign exchange earnings or outgo during the year under review.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for the support and assistance extended by the valued bankers, customers and employees at all levels.

For and on behalf of the Board.

J. SAXENAChairman

Registered Office:



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ANNEXURE – IFORM ‘A’

YEAR ENDED 31.03.2012

YEAR ENDED 31.03.2011

A. POWER FUEL CONSUMPTION 1 ELECTRICITY PURCHASED Units 8,91,889 8,50,167 Total amount 59,57,320 49,91,589 Rate/Unit 6.68 5.87

2 COAL N.A N.A.

3 FURNACE OIL (L.D.O.} Quantity (Ltrs) 63,207 53,231 Total amount 41,44,385 28,33,492 Average Rate 65.56 53.23

4 OTHER/INTERNAL GENERATION Units 46,216 53,975 Quantity Diesel(Ltrs) 11,585 13,530 Total amount 5,06,941 5,75,999 Rate/Unit 10.97 10.67B. Consumption Per Electricity Per 100 Units Of Production Per

100 Units Of Production9.84 8.86

Consumption Of Furnace Oil Per 100 Units Of Production 6.31 4.57

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REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges the Directors submit for the information of the Shareholders the following Report on Corporate Governance.Corporate Philosophy:The Company believes in and practices good corporate governance since inception. The Company’s philosophy is aimed at efficiently conducting the business in a prudent manner and in meeting its obligations to the members.Board of DirectorsThe Board of Directors of the Company comprises of five Directors, one of whom is an Executive Director. Out of the four of non-executive Directors two of then are independent Directors. Mr. J. Saxena is the non-executive Chairman of the Board.Remuneration to Directors:The Company has been paying sitting fee of Rs. 2,500/ – per meeting to the non-executive Directors for the meetings of the Board or their committees attended by them. Board Procedures:The statement of other directorships, memberships of committees, etc is given below:

Name ofDirectors

Chairmanship Directorships Member ofCommittees

Attendance atThe last AGM

Mr. J. Saxena Two Four one YesMr. Alok Saxena One Four Two YesDr. Anuj Saxena Nil One* Nil YesMr. Prem Gupta Nil One One NoMr. Jagat Verma None Nil Nil No

*Directorship in other Companies excludes directorship in private and foreign companies.The Board met on Eight occasions during the financial year 2011-12. The time gap between two consecutive meetings of the Board of Directors was not more than four months. The dates of Board Meetings were 10th May 2011, 12th August 2011, 30th August 2011, 14th November 2011, 21st November 2011, 29th December 2012, 14th February 2012 and 27th March 2012Attendance of Directors at Board Meetings:

Name of Directors No. of Meetings heldDuring 2011-2012

No. of Meetings attendance

Mr. J. Saxena Eight EightMr. Alok Saxena Eight EightDr. Anuj Saxena Eight EightMr. Prem Gupta Eight EightMr. Jagat Verma Eight Eight

Details of Directors seeking re-appointment:Mr. Alok Saxena aged 47 years, graduated in Arts from University of Mumbai. He is also a M.B.A. and holds a number of memberships of Professional Bodies from India and abroad like Institute of Management (U.K.), Institute of Commercial Management (U.K.), Institute of Sales and Marketing Management (U.K.), Singapore Institute of Management (Singapore), Institute of Directors (U.K.), etc. He is the son of Mr. J. Saxena, Managing Director and has been associated with the Company from the very beginning. He has varied experience and exposure in the field of pharmaceuticals.

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Mr. Alok Saxena is the Director on the Board of following Companies. He also holds 60,000 shares in the capital of the company.Code of Conduct:The Board of Directors of the Company has laid down a Code of Conduct for all its members of the Board and senior management of the Company and the same has been posted on the Web site of the Company. The Chairman on behalf of the Board hereby declares that all the Board Members and Senior Management Personnel of the Company have affirmed due compliance of the Code or Conduct of the Company.CEO/CFO Certification:The Managing Director (CEO) and the CFO of the Company have certified to the Board in the form as required under clause 49(V) of the Listing Agreement.Risk Assessment:The Company has laid down policy for Risk Assessment and mitigation procedures and at regular periodicity the same is reviewed for ensuring proper control and minimization of risks.Audit Committee:The Board of Directors have set up an Audit Committee which presently comprises of three members namely, Mr. Prem Gupta and Mr. Jagat Verma as independent Directors and Mr. Alok Saxena. Mr. Prem Gupta as the Chairman of the audit commitee. The meetings of the Audit Committee were held on 5 occasions as under:10th May 2011, 12th August 2011, 30th August 2011, 14th November 2011 and 14th February 2012.The role of the Audit Committee continues to be as under:- Oversight of the Company’s financial reporting process and the disclosures of its financial

information to ensure that the financial information is correct, sufficient and credible.- Recommending to the Board, the appointment and reappointment and if required, the

replacement or removal of the statutory auditor and the fixation of audit fees.- Approval of payment to statutory auditors for any other services rendered by the statutory auditors.- Reviewing with management the annual financial statements before submission to the Board for

approval, with particular reference:- Matters required to be included in the Director’s Responsibility Statement, to be included in the

Board’s Report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.- Changes, if any, in accounting policies and practices and reasons for the same;- Major accounting entries involving estimates based on the exercise of judgement by management;- Significant adjustments made in the financial statements arising out of audit findings:- Compliance with listing and other legal requirements relating to financial statements;- Disclosure of any related party transactions;- Qualifications in the draft audit report.- Reviewing, with the management, the quarterly financial statements before submission to the

Board for approval.- Reviewing with the management, performance of statutory and internal auditors, adequacy of

the internal control systems.

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- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

- Discussion with internal auditors, any significant findings and follow-up thereon.- Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Discussion with statutory auditors before the audit commences about nature and scope of audit as well as hold post audit discussion to ascertain any area of concern.

- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

- To review the functioning of the Whistle Blower mechanism, in case the same is existing.- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.Explanation (i) The term “related party transactions” shall have the same meaning as contained in the Accounting Standard 18. Related Party Transactions, issued by the Institute of Chartered Accounts of India.Explanation (ii) if the Company has set up an audit committee pursuant to the provisions of the Companies Act, the said audit committee shall have such additional functions//features as is contained in this clause.Attendance at the meetings of the Audit Committee:

Name No. of MeetingsHeld Attended

Mr. Jagat VermaMr. Prem GuptaMr. Alok Saxena

FiveFiveFive

FiveFiveFive

Remuneration Committee:The Company has not formed a Remuneration CommitteeManagement Discussions and Analysis:Annexed hereto is the Management Discussions and Analysis Report.Shareholders:A sub-Committee of the Board under the Chairmanship of Mr. J. Saxena, a non-executive Director with Mr. Alok Saxena as the other member thereof designated as Shareholders/Investors Grievances’ Committee has been formed to look into the redressing of shareholder and investors complaints. Since there have not been major complaints the Committee did not meet during the financial year under review. However, it is the policy of the Company to attend to and sort out the complaints of shareholders and investors as early as they can be.The Board of Directors of the Company has delegated the power of share transfer to the Registrars and Share Transfer Agents namely, Adroit Corporate Services Private Limited who are attending to the work of share transfers and dematerialization of shares at a regular periodicity. The information about share transfers and dematerialization is presented to the Board during its meetings.

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Given herein below are the details of the last three Annual General Meetings:For the Year No.of AGM Date, Time & Venue of the AGM2010-2011 26th 29.09.2011 2.30 p.m. Plot No. A-38/1, Patalganga Industrial Area, Village-Khaire, Taluka – Khalapur, District – Raigad, Maharashtra 410 220.

2009-2010 25th 29.09.2010 2.30 p.m. Plot No. A-38/1, Patalganga Industrial Area, Village-Khaire, Taluka – Khalapur, District – Raigad, Maharashtra 410 220.2008-2009 24th 30.09.2009 2.30 p.m. Plot No. A-38/1, Patalganga Industrial Area, Village-Khaire, Taluka – Khalapur, District – Raigad, Maharashtra 410 220.No Special Resolution was passed in the last three Annual General Meeting.Stock Market Data:The monthly high and low quotations and volume of shares traded on the Bombay Stock Exchange Ltd., Mumbai (BSE) where the securities of the Company are listed is as follows:

Month The Stock Exchange, MumbaiHigh Low Volume

April 2011 - – -May 2011 32.00 32.00 1000June 2011 32.00 32.00 1400July 2011 32.00 32.00 1100August 2011 - – -September 2011 30.45 30.45 100October 2011 30.00 30.00 300November 2011 - - –December 2011 33.00 30.50 600January 2012 36.35 34.65 200February 2012 38.15 38.15 100March 2012 - - -

Disclosures:There are no transactions of the Company of material nature with Promoters, Directors, relatives, etc., which would have potential conflict with the interests of the Company at large.

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No strictures have been passed or imposed on the Company by any regulatory authority for non compliance of any statue.Shareholder Information:Presently the Company does not have a Compliance Officer. However the Directors ensure that there is no default in complying with the provisions of the listing agreement.Listing on Stock Exhanges:Equity Shares of the Company are listed on the Stock Exchange, (BSE) Mumbai.The Annual Listing fees as prescribed for the year 2011-2012 have been paid.Bombay Stock Exchange Ltd., (BSE),Script ID No. 524788ISIN No. INE975E01017Means of Communication:The quarterly unaudited financial results are published in the newspapers like Free Press Journal and Nav Shati at Mumbai. The quarterly results are published in the second week of the month following to the close of each quarter.Date, Time & Venue of 27th AGM:27th September, 2012 at 11.30 a.mPlot No. A-38/1, Patalganga Industrial Area, Village - Khaire, Taluka - Khalapur, District - Raigad, Maharashtra 410 220Date of Book Closure:Friday the 21 September, 2012 to Thursday the 27th September 2012 (Both days inclusive).Registrar and Share Transfer Agents:Adroit Corporate Services Private Limited, 19, Jaferbhoy Industrial Estate, Makwana Road, Morol Naka, Mumbai 400 059 continue to be the Registar and Share Transfer Agents. They are available on Tel. No. 28590942 and Fax No. 28503748.Share Transfer System:Adroit Corporate Services Private Limited follow the following transfer procedures. All the documents received by the Registrar and Share Transfer Agents are number and in-warded. After specimen signatures are checked and tallied the transfer documents are edited, checked and in case of objections, objection code is marked and communicated to the Transferee. After the objection is cleared all valid cases are allotted transfer number. A dummy transfer register is generated for checking and after corrections, if any, final transfer register is prepared. Endorsement stickers are affixed on the share certificates and covering letters are attached to the transferred certificates. A journal for registration is created and the documents checked with the journal are dispatched. Simultaneously shareholder records are updated.Categories of Shareholders as on 31.03.2012

Category No.of Shares % of ShareholdingDirectors, Relatives, Promoters & Group CompaniesFinancial Institutions/BanksNRIPrivate Corporate BodiesIndian Public

23,12,480NilNil

24,400 8,96,200

71.53NilNil

0.7527.72

Total 32,33,080 100

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Distribution of Shareholding as on 31st March 2012

Distribution ofShareholding

No. ofSharehodlers

% ofShareholders

No. ofShares held

% ofShareholding

Upto 500 499 81.27 167700 5.19501 to 1000 61 9.93 56200 1.74

1001 to 2000 15 2.44 23100 0.712001 to 3000 6 0.98 17100 0.533001 to 4000 3 0.49 11000 0.344001 to 5000 3 0.49 15000 0.46

5001 to 10000 3 0.49 21000 0.6510,001 and above 24 3.91 2921980 90.38

Grand Total 614 100 3233080 100Number of Shares in Physical Mode: 25,07,480 Equity Shares as on 31.03.2012Number of Shares in Demat Mode 7,25,600 Equity Shares as on 31.03.2012Investor Grievances:No. of Complaints/request received during the year : NilNo. of Complaints/request solved during the year : NilNo. of complaints/request pending during the year : NilThe Company’s plant is situated at the following locations:Plot No. A-38/1, Patalganga Industrial Area,Village - Khaire,Taluka – Khalapur,District – Raigad,Maharashtra 410 220Address for Correspondence:The Company has appointed Adroit Corporate services Pvt Ltd., as its Share Transfer Agents. All communications with regard to transfer, transmission, instructions/enquires on Electronic Clearing Service (ECS), divided, dematerializing of shares, etc. should be addressed to the Share Transfer Agents at the following address.Adroit Corporate Services Pvt Ltd19, Zafferbhoy Industrial Estate, 1st Floor,Makwana Road, Marol Naka,Mumbai 400 059.Tel No. 022.285.90942Fax No. 022.269.24438Administrative Office:“ELDER HOUSE”,Plot No. C-9, Dalia Industrial Estate,Off Veera Desai Road, andheri (West),Mumbai 400 053.

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Internal Control Systems and their adequacy:Adequate well established control procedures for internal control are already in place. However, in view of the growing activities efforts are being made to strengthen the control procedures.Management Discussion and Analysis:Your Company has a manufacturing set up for manufacturing of injectibles in ampoules dosage form at Patalganga in Maharashtra with a capacity of around 55 lacs ampoules in a month. The said facility is used for manufacture of certain injectibles products of associate companies on contract manufacturing basis.The sales in the restaurant have decreased by 14.08 percent over the last year’s sales. However, due to the continued inflationary trend in the vegetable, grocery items, coupled with steep hike in the Excise duty on Foreign Liquor and intense competition there has been no effect in the profitability. In view of the above your Company has disposed of the business by way of slump sale.

For and on behalf of the Board.

J. SAXENAChairman

Registered Office:



23


COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE:To The Board of Directors of ELDER PROJECTS LIMITED

We have read the report of the Board of Directors on Corporate Governance and have examined the relevant records relating to the compliance of conditions of Corporate by Elder Projects Ltd. For the year ended 31st March 2012 as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was conducted in the manner described in the Guidence Note on Certification of Corporate Governance issued by the Institute Of Chartered Accountants Of India and was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated in the said clause. It is neither on audit nor on expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the expiations given to us, subject to:

1. On having relied on the representation of the Management that there were no transactions of material nature with the management or with their relatives that may have potential conflict with the interest of the Company at large, as stated in the Company’s Report on Corporate Governance.

We certify that the Company has complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

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

For Jayesh Sutaria AssociatesChartered Accountants

Jayesh Sutaria Proprietor Membership No. 39696 Firm Regd. No. 104187WMumbai: 31st August, 2012

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AUDITORS’ REPORT TO THE MEMBERS OF ELDER PROJECTS LIMITED.1. We have audited the attached Balance Sheet of ELDER PROJECTS LIMITED (the Company) as at 31st March,

2012 and also the Profit and Loss Account and the cash flow statement of the Company for the year ended on that date (together referred to as ‘financial statements’). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors’ Report) Order, 2003 (‘the said order’) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 (‘the Act’), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure, a statement on the matters specified in Paragraphs 4 of the said order.

4. i. We have obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the purposes of our Audit;

ii. In our opinion, proper books of accounts as required by law, have been kept by the Company, so far as appears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, Balance Sheet, the Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act :

v. On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the board of Directors we report that non of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director under clause (g) of sub-section 1 of Section 274 of the Act.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements subject to our remarks in paragraph 4 above and read with notes thereon, 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 :

a. in the case of Balance Sheet, of the state of affairs of the Company as on 31st March, 2012;

b. in the case of Profit & Loss Account, of the loss of the Company for the year ended on the date; and

c. in case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.


Jayesh Sutaria Proprietor Membership No. 39696 Firm Regd. No. 104187WMumbai: August 31, 2012

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ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ELDER PROJECTS LIMITED ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED MARCH 31, 20121. (a) The Company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets.

(b) The fixed assets are physically verified by the management in a phased manner which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material disdcrepancies were noticed on such verification.

(c) The Company has not disposed of a substantial part of fixed assets during the year and accordingly going concern is not affected.

2 (a) As explained to us , physical verification of the inventory was carried out at reasonable intervals by the management.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventory,and the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3 (a) The Company has granted loans and/ or advances to persons covered in the register maintained under Section 301 of the Companies Act 1956. The maximum balance during the year and the amount outstanding at the end of the year was ` 379.64 lacs.

(b) In our opinion the rate of interest and other terms and conditons on which the loan was granted to the Company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) The Company has recovered the principal amount and interest thereon regularly wherever stipulated.

(d) However the amounts given to the said parties on current account has not been considered as loans and/ or advances and therefore not considered by us for the purpose of reporting under this clause.

(e) According to the information and explanations given to us, the Company has not taken loans from the parties listed in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, the Company has adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods. Further, based on our examination and according to the information and explanations given to us, we have not noted any continuing failure to correct major weakness in internal controls.

5) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts or agreements entered in the register maintained under section 301 of the

26

Companies Act, 1956 and exceeding the vale of ` 5 lakhs in respect of any party during the year have been made at prices which are reasonable, having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits from public to which directives issued by Reserve Bank of India and the provisions of sections 58A and 58AA of the Companies Act, 1956 and Rules made there under are applicable.

7) In our opinion the Company has an internal audit system commensurate with the size and the nature of its business.

8) We have been informed that the Central Government has not prescribed maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 in respect of Company’s activities.

9) a) According to the information and expanations given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year.

b) According to the information and expanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty, Excise Duty were outstanding as at 31st March, 2011 for a period of more than 6 months from the date they became payable except the following.

Sr. No. Name of the Statute Forum where dispute is pending Amount ( ` Lacs)

1 Central Excise Appelate Authorities 10.34

10) According to information and explanations given to us , the Company has accumulated losses at the end of the financial year .However it does not exceed fifty percent of its networth.It has also incurred cash losses in the current year as well as in the previous financial year.

11) On the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or financial institution. The Company has not obtained any borrowings by way of debentures.

12) As the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, clause (xii) of the said order is not applicable.

13) The Company is engaged in manufacturing activity, and therefore, the provisions of clause (xiii) of the said order relating to chit fnd or nidhi / mutual fund / society are not applicable to the Company.

14) In respect of Company’s investment, proper records have been maintained of transactions and contracts and timely entries have been made. The investments have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) The Company has not taken any term loan during the year. Accordingly, clause (xvi) of the said order is not applicable.

17) According to the Cash Flow Statement and other records examined by us and according to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that

27


the funds raised on short term basis have, prima facie not been used during the year for long term investments. No long term funds have been used to finance short term assets except for permanent working capital and / or temporary deployment pending application.

18) The Company has not made any preferential allotment of shares or issued debentures or made any public issue during the year, and accordingly, clauses (xviii), (xix) and (xx) of the said order are not applicable to the Company.

19) To the best of our knowledge and belief, and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year.

For Jayesh Sutaria AssociatesChartered AccountantsJayesh Sutaria Proprietor Membership No. 39696 Firm Regd. No. 104187WMumbai.Date : August 31, 2012.

28

BALANCE SHEET AS AT 31ST MARCH 2012(` in Lacs)

NOTENo.

As At31ST March, 2012

As At31ST March, 2011

EQUITY AND LIABILITIESShareholder's FundsShare Capital 2 323.31 323.31Reserves and Surplus 3 (126.92) (132.47)Non-current liabilitiesLong term borrowings 4 15.79 26.90Long term provisions 5 8.50 1.00Current liabilitiesShort-term borrowings 6 2,080.00 1845.00Trade payables 7 130.51 110.02Other current liabilities 8 40.64 31.99

TOTAL 2,471.83 2,205.75ASSETSNon-current assetsFixed assetsTangible Assets 9 608.87 624.04Non Current investments 10 734.48 734.48Long-Term Loans and Advances 11 597.06 514.34Deferred tax Assets 12 98.17 115.04Other Non Current Assets 13 5.13 7.69Current assetsInventories 14 55.05 50.02Trade Receivables 15 229.52 80.93Cash and Bank Balance 16 30.87 18.52Short-term loans and advances 17 9.24 23.69Other Current Assets 18 103.44 37.00

TOTAL 2,471.83 2,205.75Singnificant Accounting Policies 1Notes on Financial Statements

The accompanying notes are an integral part of the financial statements

As per our report of even date attached


Jayesh Sutaria Dr.Anuj Saxena J.Saxena Alok Saxena Proprietor Managing Director Director Director Membership No. : 39696 Firm Regd. No. 104187WMumbai Date : August 31, 2012

29


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2012(` in Lacs)

NOTENO

Year Ended 31ST March, 2012


INCOME

Revenue from Operations 19 977.07 875.28

Other Income 20 134.16 64.50

TOTAL REVENUE 1,111.23 939.78

EXPENSES

Cost of Materials Consumed 21 132.64 121.80

Employee Benefits Expenses 22 152.42 129.54

Finance Costs 23 280.43 223.43

Depreciation and Amortisation Expense 60.27 57.84

Other Expenses 24 455.52 402.10

TOTAL EXPENSES 1,081.28 934.71

PROFIT BEFORE EXCEPTIONAL AND 29.95 5.07

EXTRAORDINARY ITEMS AND TAX

EXTRAORDINARY ITEMS – –

PROFIT BEFORE TAX 29.95 5.07

Less : Provision for Tax

Current 7.50 1.00

Deferred 16.89 5.76

Profit after Tax 5.56 (1.69)

Less : Tax for earlier years – 1.71

PROFIT / (LOSS) FOR THE PERIOD 5.56 (3.40)

Earnings per share:

Basic and diluted earnings per share 0.17 (0.10)




Jayesh Sutaria Dr.Anuj Saxena J.Saxena Alok Saxena Proprietor Managing Director Director Director Membership No. : 39696 Firm Regd. No. 104187WMumbai Date : August 31, 2012

30

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2012(` in Lacs)

2011-12 2010-11(A) CASH FLOW FROM OPERATING ACTIVITIES : Net Profit / ( Loss )before tax and extraordinary items 29.95 5.07 Add : Adjustments for Depreciation and Amortisation 60.27 57.84 Interest paid 280.43 223.43 Dividend Income (17.44) (17.44) Interest Income (116.72) (47.06)

206.54 216.77 Operating Profit / (Loss) 236.49 221.84 Working capital changes Add : (Increase)/Decrease in Inventories (5.03) (0.93) (Increase)/Decrease in Sundry Debtors (148.59) (55.70) (Increase)/Decrease in Short term Loans & Advances 14.43 44.83 (Increase)/Decrease in Other Current Assets (66.43)

(205.62) – (11.80) Less:(Decrease)/Increase in Trade payable, 20.49 716.12 Less:(Decrease)/Increase in Other Current Liabilities 8.65 Less:(Decrease)/Increase in Short Term Borrowings 235.00 (Decrease)/Increase in working capital finance 264.14 58.52 704.32 Cash generated from operations 295.01 926.16 Income tax paid for earlier years (1.71) NET CASH FLOW FROM OPERATING ACTIVITIES A 295.01 924.45(B) CASH FLOW FROM INVESTING ACTIVITIES : Purchase of Fixed Assets & Capital Work in progress (42.56) (76.37) Dividend Received 17.44 17.44 Long term loans and advances (82.72) –

(107.84) (58.93) NET CASH USED IN INVESTING ACTIVITIES B (107.84) (58.93)(C) CASH FLOW FROM FINANCING ACTIVITIES : Loans (Decrease)/Increase in Long term borrowings ( net) (11.11) (692.21) Interest received 116.72 47.05 Interest paid (280.43) (225.51)

(174.82) NET CASH USED IN FINANCING ACTIVITIES C (174.82) (868.39)(D) NET CASH FLOW AFTER FINANCING ACTIVITIES D 12.35 (3.07) INCREASE /DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents as at 1st April ,2011 18.52 21.60 Cash and cash equivalents as at 31st March , 2012 30.87 18.53

12.35 (3.07)Notes :1. Figures in brackets represents outflows2. Previous year figures have been regrouped, whereever necessary.




Jayesh Sutaria Dr. Anuj Saxena J. Saxena Alok Saxena Proprietor Managing Director Director Director Membership No. : 39696 Firm Regd. No. 104187WMumbai Date : August 31, 2012

31


NOTES TO BALANCE SHEETNote 1NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011A. SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements: a. The financial statements have been prepared under the historical cost convention in accordance

with the generally accepted accounting principles and the provisions of the Companies Act, 1956, as adopted consistently by the Company.

b. The Company generally follows mercantile system of accounting and recognises significant items of income and expenditure on accrual basis.

2 Fixed Assets and Depreciation: Fixed Assets are stated at the net of Cenvat eligible for credit less accumulated depreciation. The cost of

assets not put to use before the year end are disclosed under capital work in progress.

Depreciation has been calculated on Fixed Assets of the Company on straight line method as per rates specified in Schedule XIV to the Companies Act, 1956 as amended from time to time.

3 Investments: Investments are shown at cost and are long term in nature. Provision for diminution in the value of long-term

investments is made only if such a decline is other than temporary in the opinion of the management.

4 Inventories: Raw materials, packing materials and stores and spares are valued at cost net of modvat computed on First-

in-First out basis.

Work in process is valued at cost of manufacturing which includes material cost(net of Cenvat), labour cost and production overheads incurred up to the stage of completion.

Finished goods are valued at lower of cost and net realisable value.

5 Excise Duty The excise duty in respect of closing inventory of finished goods is included as part of inventory. The amount

of Cenvat credits in respect of materials consumed for sales is deducted from cost of materials consumed.

6 Sundry Debtors and Advances: Specific debts and advances identified as irrecoverable or doubtful are written off or provided for respectively.

7 Research and Development: a. Research and Development expenses are charged against revenue in the year in which they are

incurred.

b. Capital Expenditure or Research and Development Assets is included in Fixed Assets and depreciation provided for at the applicable rates.

8 Foreign Currency Transactions: Foreign currency transactions remaining unsettled at the year end are converted into Rupee at contract

rates, when covered by foreign exchange contract and at year end rates in other cases. Realised gains and losses on foreign exchange transactions other than those relating to Fixed Assets are recognised in the Profit & Loss Account.

9 Revenue Recognition: The Company recognises sale of goods as they are despatched to customers. Sales are net of sales tax,

returns and trade discounts. Dividend income is recognised when right to receive dividend is established. Income from food and beverages are recognised at the point of serving these items to the guest. Income stated is exclusive of amount recovered towards sales tax, luxury tax & service tax.

32

10 Borrowing Costs : Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying

asset are capitalized as part of the cost of that asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

11 Taxes on Income : Tax expense (tax saving) is the aggregate of current year tax and deferred tax charged (or credited) to the

Profit & Loss Account of the year. a. Current tax is the provision made for income tax liability on the profits for the year ended 31st March, 2011

in accordance with the provisions of Income Tax Act, 1961. b. Deferred tax is recognised, on timing differences, being the differences resulting from the recognition of

items in the financial statements and in estimating its current income tax provision. c. Deferred tax assets are recognised on unabsorbed depreciation, unabsorbed business loss and MAT

credit under section 115 JA of the Income Tax Act, 1961 only to the extent that there is virtual certainty supported by convincing evidence and on others, to the extent that there is reasonable certainty of their realisation.

d. Deferred tax assets and liabilities are measured using tax rates and the tax laws that have been enacted or substantially enacted at the balance sheet date.

12 Contingent Liabilities: These are disclosed by way of notes to the accounts. Provision is made in respect of those liabilities which are

likely to materialise after the year end till the finalisation of accounts and have material effect on the position stated in the Balance Sheet.

13 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 management estimates the recoverable amount of the asset.If such recoverable amount of the asset 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 amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.

14 Cash Flow Statement. Cash Flow Statement has been prepared under indirect method.15 Intangible Assets. a. Intangible assets are stated at cost less depreciation b. Computer Software being intangible assets has been shown as Fixed Assets & depreciation has been

provided on them at applicable rates.16 Retirement Benefits:(i) Gratuity to employees is covered under Group Gratuity Life Assurance Schem of the Life Insurance Corporation

of India and the premium paid to LIC of India during the year id charged to revenue.

The working of actuarial valuation is given as under.

31/03/2012 31/03/2011 1. Assumption Discount Rate 8.00% 8.00% Salary Escalation 5.00% 5.00% 2. Table showing changes on present value of Obligation Present value of

obligations as at beginning of year12.99 12.62

Interest cost 1.03 1.01 Current Service Cost 1.04 0.95 Benefits Paid (0.75) (0.00) Actuarial (gain)/loss on obligations 0.94 (1.59) Present value of obligations as at end of year 15.26 12.99

33


31/03/2012 31/03/2011 3. Table showing changes on the fair value of plan assets Fair value of plan assets at beginning of year 14.54 12.95 Expected return on plan assets 1.35 1.18 Contributions 1.49 0.40 Benefits Paid (0.75) (0.00) Actuarial gain/(loss) on plan assets NIL NIL Fair value of plan assets at the end of year 16.63 14.544. Table showing fair value of plan assets Fair value of plan assets at beginning of year 14.54 12.95 Actual return on plan assets 1.35 1.18 Contributions 1.49 0.40 Benefits Paid (0.75) (0.00) Fair value of plan assets at the end of year 16.63 14.54 Funded status 1.37 1.54 Excess of Actual over estimated return on plan assets NIL NIL (Actual rate of return = Estimated rate of return as ARD falls on 31st March)5. Actuarial Gain/Loss recognized Actuarial (gain)/ loss on obligations (0.94) 1.59 Actuarial (gain)/ loss for the year – plan assets NIL NIL Total (gain)/ loss for the year 0.94 (1.59) Actuarial (gain)/ loss recognized in the year 0.94 (1.59)6. The amounts to be recognized in the B/S and statements of P/L Present value of obligations as at the end of year 15.26 12.99 Fair value of plan assets as at the end of the year 16.63 14.54 Funded status 1.37 1.54 Net asset/(liability) recognized in balance sheet (1.37) (1.54)7. Expenses Recognised in statement of profit and loss Current Service Cost 1.04 0.95 Interest cost 1.03 1.01 Expected return on plan assets (1.35) (1.18) Net Actuarial (gain)/loss recognized in the year 0.94 1.59 Expenses recognised in statement of Profit and loss 1.67 0.81

(ii) Company’s liability in respect of leave encashment is determined on the basis of independent actuarial valuation and the same is charged to the profit and loss account

31/03/2012LIC(1994-96)

Ult

31/03/2011LIC(1994-96)

UltI. Assumption as at Mortality Interest / Discount rate 8.65% 8.17% Rate of increase in compensation 8.00% 8.00% Rate if return (expected) on plan assets NIL NIL Employee attrition rate 6.00% 6.00% Expected average remaining service 9.35 9.87II. Changes in present value of obligations. PVO at the beginning of the period 5.4 5.88 Interest cost 0.44 0.47 Current service cost 2.50 2.43 Actuarial gain/ loss on obligation (2.74) (3.38) PVO at the end of the period 5.61 5.40

34

III. Changes in the fair value of plan assets Fair Value of Plan Assets at the beginning of the period NIL NIL Expected Return on Plan Assets NIL NIL Contributions NIL NIL Benefit Paid NIL NIL Actuarial gain/ (loss) on Plan Assets NIL NIL Fair Value of Plan Assets at the end of the period NIL NILIV. Fair Value of Plan Assets. Fair Value of Plan Assets at the beginning of the period NIL NIL Actuarial Return on Plan Assets NIL NIL Contributions NIL NIL Benefit Paid NIL NIL Fair Value of Plan Assets at the end of the period NIL NIL Funded Status 5.61 (5.40) Excess of actual over extimated return on Plan Assets NIL NILV. Experience History (Gain)/Loss on obligation due to change in Assumptions (0.22) (0.08) Experience (Gain)/Loss on obligation (2.51) (3.30) Experience (Gain)/Loss on Plan Assets NIL NILVI. Actuarial Gain/(Loss) for the period (Obligation) 2.74 3.38 Actuarial Gain/(Loss) for the period (Plan Assets) NIL NIL Total Gain/(Loss) for the period 2.74 3.38 Actuarial Gain/ (Loss) recognized for the period 2.74 3.38 Unrecognized Actuarial Gain /(Loss) at the end of period NIL NILVII. Amounts to be recognized in the Balance Sheet and Profit/Loss account. PVO at the end of the period 5.61 5.40 Fair Value of Plan Assets at the end of the period NIL NIL Funded Status (5.61) (5.40) Unrecognized Actuarial Gain /(Loss) NIL NIL Net Assets/(Liability) recognized in the Balance Sheet (5.61) (5.40)VIII. Expense recognized in the statement of Profit and Loss A/C Current service cost 2.50 2.43 Interest Cost 0.44 0.47 Expected Return on Plan Assets NIL NIL Net Actuarial (Gain)/Loss recognized for the period (2.74) (3.38) Expense recognized in the statement of Profit and Loss A/C 0.21 (0.45)IX. Movements in the Liability recognized in Balance Sheet Opening Net Laibility 5.4 5.88 Expense as above 0.21 (0.47) Contribution Paid NIL NIL Closing Net Liability 5.61 5.40X. Revised Schedule VI Current Liability 0.54 – Non Current Liability 5.07 –

35


(iii) The Company funds the provident fund liability by contributing to the recognised funds and charges the same to the profit and loss account.

B. Note on Accounts:1 Contingent Liabilities:

(` In Lacs)2011-12 2010-11

a) Estimated amount of contracts remaining to be executed. Nil Nilb) Claims against the Company not acknowledged as debts 10.34 10.34c) Guarantee given by the Company 0.05 0.05d) Unexpired letter of credit Nil Nil

2 a) In accordance with Accounting Standard 22, ‘Accounting for Taxes on Income’ (AS 22), issued by the Institute of Chartered accountants of India, the Company has provided for deferred tax during the year.

b) The Company expects to generate taxable income in the coming years, which will enable it to utilise the carried forward-unabsorbed depreciation, business loss and MAT credit.

3 Due to peculiar nature of activities of the Hospitality division & considering the various items of consumption involved. It is not possible to furnish the quantity wise details in respect of supply of Food & Beverages & Liquor & Wines. The company is in the process of making an application to the Company Law Board for seeking an exemption from giving such details.

4 Obligation towards Long Term, Non Cancellable Operating Lease. The Company has taken a property for hosptitality/restaurant division under partially Non Cancellable Operating Lease. Lease Agreement are renewable on expiry. The Future minimum lease payment in respect of the above at the close of the year is as follows.

Lease Obligation Current Year Amount Previous Year Amount Due not later than a year - 60 lacs Due Later than Year but not later than 5 year - 300 lacs Due after 5 Years. - - This lease agreement provides for an option to the company to renew the lease period at the end of non

cancellable period. The rental expenses in respect of operating leases recognised in the Profit & Loss Account are Previous Year ` 60 lacs.

5 Licenced and installed capacity and actual production at Patalganga factory. Class of Goods: - Ampoules Unit: - In numbers Licensed Capacity: - Not Applicable Installed Capacity: - 696 lacs (CP) Actual Production: - 655 lacs (CP) (for a third party)Note :- Installed capacity is based on a six day week on a single shift basis, the same is certified by the management and have not been verified by the Auditors, this being a technical matter.

(` In Lacs) 2011-12 2010-116 Value of imports on CIF basis (`) NIL Nil 7 Expenditure in Foreign currency Foreign Travel NIL Nil8 Exports of Goods on FOB basis Nil Nil

36

9. Segment Reporting

Based on the guiding principles given in the Accounting Standard on ‘Segment Reporting ( AS-17) issued by the Institute of Chartered Accountants of India , the Company’s primary business segments are Manufacturing and Hospitality / Restaurant divisions.The financial details of the segments are as under.

Financial information about the primary business segments for the year ended 31St March 2012

(` in Lakhs)2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

1 Segment Revenue ( Income from Operations)

Manufacturing Restaurant Total

a Pharmaceutical Manufacturing activities

721.50 574.82 721.50 577.81

Sales of Food and Beverages 255.57 287.33 255.57 297.47 Income from operations 721.50 574.82 255.57 287.33 977.07 875.282 Segment Results ( Profit / Loss( )

Before Interest & Tax)a Pharmaceutical Manufacturing

activities 249.88 179.38 249.88 179.38

b Restaurant (72.66) (13.29) (72.66) (13.29) Total 249.88 179.38 (72.66) (13.29) 176.22 166.09

Add Other Income 127.11 64.50 7.05 134.16 64.50 less Interest 280.07 222.01 0.37 3.50 280.43 225.52 Profit/(Loss) Before Tax 96.92 21.87 (65.98) (16.79) 29.95 5.07

Capital Employed (Segment Assets less Segment

Liabilities) Segment Assets 2,844.63 2,506.54 488.09 476.74 3,332.72 2,983.28 Segment Liabilities 2,243.10 1,970.36 893.21 815.89 3,136.31 2,786.25 Total 601.53 536.17 (405.12) (339.15) 196.41 197.03

10 Related Party Disclosures Related party disclosures as required by Accounting Standard AS-18, “Related Party Disclosures” are given

below: a. Related parties where control exists” Subsidiaries : Nil b. Other Related parties: 1. Substantial Control : Nil 2. Associates Elder Pharmaceuticals Ltd. Elder Health Care Ltd. Elder Instruments Pvt. Ltd. Apricot Capitals Pvt. Ltd. EWF Pharmaceuticals Pvt. Ltd. Maverick Productions Pvt Ltd. Maverick Digital Pvt. Ltd. Limelight Communications Pvt. Ltd. Redle Pharmaceuticals Pvt. Ltd. Anjay Prints Maveer Prints Private Ltd. Anshul Printers 3. Joint Ventures Nil 4. Promoters holding together Nil

with its subsidiary is more than 20 % c. Key Management Personnel Mr. Jagdish Saxena - Director Mr. Alok .Saxena - Director. Dr. Anuj Saxena - Managing Director.

37


d. Relative Mrs.Sneh Saxena-Wife of Mr.Jagdish Saxena Mrs.Niti Saxena-Wife of Mr.Alok Saxena. Mrs.Shalini Kumar-Daughter of Mr.Jagdish Saxena e. The following Transactions were carried out with related parties in the ordinary course of business.

The following Transactions were carried out with Associate Companies /related parties in the ordinary course of business as disclosed in the audited accounts

(` in Lakhs)Particulars Associate Companies Total

2011-12 2010-11 2011-12 2010-11Sale of Goods/Foods & BeveragesElder Pharmaceuticals Ltd 27.45 57.82 27.45 57.82Elder Health Care Ltd 16.20 25.85 16.2 25.85Elder Instruments Pvt Ltd 1.46 4.06 1.46 4.06Maverick Production Pvt Ltd 0.88 5.24 0.88 5.24Finance Interest RecdMaverick Production Pvt Ltd 45.68 37.00 45.68 37.00Interest ReceivableMaverick Production Pvt Ltd 37.00 33.40 37.00 33.40Dividend ReceivedElder Pharmaceuticals Ltd 17.44 17.44 17.44 17.44Services RenderedElder Pharmaceuticals Ltd 743.24 582.61 743.24 582.61Elder Health Care Ltd 4.14 3.59 4.14 3.59Creditors for expenses & othersElder Instruments Pvt Ltd 4.61 4.61 4.61 4.61Outstanding Balancei Debtors Elder Pharmaceuticals Ltd 176.89 44.5 176.89 44.50 Elder Health Care Ltd 36.92 25.46 36.92 25.46 Maverick Production Pvt Ltd 6.45 7.06 6.45 7.06 Elder Instruments Pvt Ltd 5.01 3.55 5.01 3.55ii Loan given Maverick Production Pvt Ltd 379.64 342.63 379.64 342.63

(i) Transactions relating to reimbursement of actual expenses to/from related parties have not been considered above. (ii) The details of related parties as defined in Accounting Standards AS 18 have been ascertained &

provided by the management & the Auditors have relied. 11 Basic and diluted earnings per share has been calculated by dividing the net profit/ (loss) available for

appropriation for the year by 3,233,080 shares of nominal value of ` 10/- each outstanding as on 31st March, 201212 The revised schedule VI notified under Companies Act 1956 has become applicable to the Company during the

current year. The previous years figures have been re-grouped, re-arranged, re-worked & reclassified, wherever necessary, to conform to revised schedule VI classification and are to be read in relation to the amounts and other disclosures relating to the current year.

38

NOTE 2 :

(` in Lacs) As At

31ST March, 2012

As At 31ST March,

2011SHARE CAPITAL :

i AUTHORISED : 1,000.00 1,000.0010000000 (Previous Year :10000000)Equity Shares of Rs.10/ – each .

ii ISSUED, SUBSCRIBEDAND PAID – UP :3233080 (Previous Year :3233080 ) 323.31 323.31Equity Shares of Rs.10/ – each fully paid up.

a Reconciliation of the shares outstanding at the beginning and at the end of the reporting period.31st March 2012 31st March 2011No Rs. in Lacs No Rs. in Lacs

At the beginning of the period 3,233,080 323.31 3,233,080 323.31Oustanding at the end of the period 3,233,080 323.31 3,233,080 323.31

b Rights, preferences, and restrictions attached to Equity shares The Company has only one class of Equity shares having par value of Rs.10/ – each. Each holder of Equity

share is entitled to one vote per share.The Company pays divident to Equity share holders in Indian rupees. The divident proposed by the Board of Directors is subject to the approval of the share holders in the ensuing annual general meeting.

In the event of the liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of Equity shares held by the shareholders.

c Shareholders holding more than 5 % shares in the company

31st March 2012 31st March 2011Name of shareholder % holding No. of

shares% holding No. of

shares1 AKSHAYA HOLDINGS PVT. LTD. 20.00 646480 20.00 6464802 SEMIT PHARMACEUTICALS & CHEMICALS PVT. LTD. 17.43 563500 17.43 5635003 JAGDISH SAXENA 10.49 339100 10.49 3391004 ELDER PHARMACEUTICALS LTD. 9.29 300200 9.29 300200

NOTE 3 :

(` in Lacs) As At

31ST March, 2012

As At 31ST March,

2011RESERVES AND SURPLUS :PROFIT AND LOSS ACCOUNTBalance as per last Balance Sheet (132.48) (129.07)ADD: Profit /(Loss) for the year 5.56 (3.40)

TOTAL (126.92) (132.47)

39


NOTE 4:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011NON CURRENT LIABILITIESLONG TERM BORROWINGS:

i Secured BorrowingsTerm Loan from a Bank – 11.11(Secured against certain fixed assets of Hospitality/ RestaurantDivision of the Company and personal guarantee of Directors)

ii Unsecured BorrowingsDeferred Payment Liability 15.79 15.79Sales Tax Deferral scheme

TOTAL 15.79 26.90Note 5:

(` in Lacs) As At

31ST March, 2012

As At 31ST March,

2011Long Term ProvisionsFor Income Tax 8.50 1.00

NOTE 6;(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011CURRENT LIABILITIESSHORT TERM BORROWINGS:Secured Borrowings

i Short Term Loan from a Financial Institution 1,000.00 845.00Secured by way of, exclusive charge of fixed and movable assets of the Company situated at Plot No A-38/1, Patalganga Industrial Area , village Khaire Dist Raigad ,Maharashtra – 410220

Unsecured Borrowingsii Short Term Loan from Others 1,080.00 -iii Temporary Overdraft from a Bank - 1000.00

2,080.00 1845.00NOTE 7:

(` in Lacs) As At

31ST March, 2012

As At 31ST March,

2011TRADE PAYABLESMicro ,Small and Medium Enterprises # 1.93 1.60Others 128.58 108.42

TOTAL 130.51 110.02

# Details have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied up on by the auditors.

40

NOTE 8:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011OTHER CURRENT LIABILITIESInterest accrued on others 0.96 0.13Advance received from slump sale of restaurant business 5.00 -Other payablesIn the nature of staturoty dues 21.31 19.42In the nature of accrual of expenses 13.37 12.44

TOTAL 40.64 31.99

NOTE 9:(` in Lacs)

FIXES ASSETS : GROSS BLOCK DEPRECIATION NET BLOCK

As at 01/04/2011

Additions As at 31/03/2012

As at 01/04/2011

During the year

As at 31/03/2012

As at 31/03/2012

As at 31/03/2011

Particulars of AssetsLand – Leasehold 21.95 21.95 – – – 21.95 21.95Building 325.83 13.14 338.97 157.44 11.05 168.49 170.48 168.39Plant & Machinery 499.69 12.21 511.90 270.41 24.00 294.41 217.49 229.28Electrical Installations 85.94 3.60 89.55 52.71 4.14 56.84 32.70 33.24Furniture & Fixture 183.97 5.02 188.98 105.41 9.10 114.51 74.48 78.55Factory Equipment 13.32 2.79 16.11 4.36 0.71 5.07 11.04 8.96Lab Equipment 14.23 – 14.23 7.46 0.68 8.14 6.09 6.77Airconditioner 14.67 2.91 17.57 4.74 0.80 5.54 12.03 9.93Office Equipment 19.70 0.98 20.68 11.31 1.97 13.28 7.40 8.39Canteen & Hotel Appliances

17.81 1.92 19.73 3.68 0.90 4.58 15.15 14.13

Boat – Bay Liner 62.06 – 62.06 17.61 4.39 22.00 40.06 44.45TOTAL 1,259.17 42.56 1,301.73 635.13 57.74 692.86 608.87 624.04

Previous Year 1,182.78 76.37 1,259.17 580.39 54.73 635.13 624.04 602.39

NOTE 10:Non Current Investment :

(` in Lacs)

Nature ofInvestment

FaceValue

Rs.

Numbers ValueAS AT 31ST AS AT 31ST AS AT 31ST

MARCH, 2012

MARCH, 2011

MARCH, 2012 MARCH,2011

LONG TERM INVESTMENTS (At Cost )

(A) UNQUOTED – NON TRADEi Associated Companies

Elder Instruments Pvt Ltd Equity Shares 10 4,000 4,000 4.00 4.00

EWF Pharmaceuticals Pvt Ltd Equity Shares 10 7,000 7,000 7.00 7.00

41


ii Others

NKGSB Bank Ltd Equity Shares 100 1,000 1,000 1.00 1.00

(B) QUOTED – NON TRADEAssociate Companies

Elder Pharmaceuticals Ltd Equity Shares 10 581,450 581,450 722.48 722.48

TOTAL 734.48 734.48

No provision has been made by the Company for diminution in the value of the unquoted non trade investment aggregating to Rs.7 lacs ( Previous Yr.Rs.7 lacs) as the investments are long term in nature

Aggregate Value of Investment : '31st March,2012 '31st March,2011Market Value

Book Value

Market Value

Book Value

Quoted 1,935.94 722.48 2,267.66 722.48Unquoted – 12.00 – 12.00TOTAL 734.48 734.48

NOTE 11:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011LONG – TERM LOANS AND ADVANCES :(Unsecured, Considered Good unless stated otherwise)Security Deposits 132.26 132.43Loans and advances to related parties 379.64 342.69Vat receivable 1.27 1.27Input Service tax recivable 18.29 –Advance Income-Tax 65.59 37.86

TOTAL 597.06 514.34

Loans & Advances includes Rs. 379.64 lacs( Previous YR. Rs 342.69 lacs) for value to be received due from a Company in which the Directors of the Company are interested as Directors.

NOTE 12:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011DEFERRED TAX ASSETS : (NET)Cumulative Tax Losses And Depreciation 186.52 200.90Balance Of Mat Credit Under Section 115 J A Of Income Tax Act 1961To Be Adjusted In Future – 3.02Others (0.02) (0.09)

TOTAL 186.50 203.83Less : Deferred Tax Liabilities :Tax Effect Of Timing Difference On Account OfBook And Tax Depreciation (88.35) 88.79Deferred Tax Assets ( Net) TOTAL 98.15 115.04

42

NOTE 13:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011Other Non Current AssetsMiscellaneous Expenditure ( to the exent not written off) 5.13 7.69

NOTE 14:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011INVENTORIES :(At cost, as taken, valued and certified by the management)Raw & Packing Materials 33.38 33.38Food & Beverages 21.67 16.65

TOTAL 55.05 50.02

The Company has not made any provisions for slow moving inventories amounting to Rs. 33.38 lacs

NOTE 15:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011TRADE RECEIVABLES(Unsecured,considered good unless stated otherwise)Outstanding for a period of more than six months from the date –they were due for payment 48.63 5.35Others ReceivablesUnsecured , considered good 180.89 75.58

TOTAL 229.52 80.93Sundry debtors includes Rs.225.27 lacs(Previous Yr.Rs 80.56 lacs) due from Companies in which directors of the Company are interested as Directors

NOTE 16:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011CASH AND CASH BALANCECash in hand 3.65 1.65With Scheduled Banks:(i) in Current Accounts 27.17 16.82(ii) in Margins Money accounts * 0.05 0.05

TOTAL 30.87 18.52

* Margin money deposits given as security against Bank Guarantee

43


NOTE 17:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011SHORT TERM LOANS AND ADVANCES :(Unsecured, Considered Good)Loans and Advances to emloyees 0.62 0.94Prepaid Expenses 0.98 3.74Advance to Sundry Creditors 3.00 –Balance with Government Authorities:Cenvat credit receivable 1.36 0.77Service Tax credit receivable 3.28 18.24

TOTAL 9.24 23.69

NOTE 18:(` in Lacs)

As At31ST March,

2012

As At 31ST March,

2011OTHER CURRENT ASSETS :Interest accrued on loans to associate companies 41.11 37.00Interest accrued on other advances 62.33 -

TOTAL 103.44 37.00

NOTE 19:(` in Lacs)

Year Ended 31ST March,

2012


2011Revenue from Operations

i Sales & Services 252.61 297.47Other operating revenue

I. Manufacturing Charges Received 720.23 573.64ii Miscellaneous receipts 4.23 4.18

977.07 875.28

(` in Lacs)Year Ended 31ST March,

2012


2011Details of Sale & ServicesIncome from Sale of Food & Beverages 252.61 297.47

252.61 297.47

44

NOTE 20:(` in Lacs)


2012


2011OTHER INCOME :Dividend ReceivedFrom Long Term Investments 17.44 17.44Interest Received 116.72 47.06

134.16 64.50

NOTE 21:(` in Lacs)

Year Ended31ST March, 2012


CONSUMPTION OF MATERIALSOpening StockRaw & Packing Materials 33.38 33.59Food & Beverages 16.64 15.44

50.02 49.03Add: PURCHASES DURING THE YEARRaw & Packing Materials – –Food & Beverages 117.23 122.79

20.44137.67 122.79

Less: CLOSING STOCKRaw & Packing Materials 33.38 33.38Food & Beverages 21.67 16.64

55.05 50.02Materials consumed 132.64 121.80

NOTE 22:(` in Lacs)


2012


2011EMPLOYEE BENEFITS EXPENSESSalaries and Wages 137.26 114.92Contribution To Provident and other funds 5.85 5.03Staff Welfare Expenses 9.31 9.59

Total 152.42 129.54

NOTE 23:

(` in Lacs) Year Ended 31ST March,

2012


2011FINANCE COSTSInterest paid to a Financial Institution 279.00 221.39Interest paid to Banks on term loan 0.37 2.04Interest paid to others 1.06 -

280.43 223.43

45


NOTE 24:(` in Lacs)



Other expensesRent 86.21 60.70Rates and Taxes 7.16 8.27Power Fuel and Water 108.42 99.61Stores ,Spares & Tools 9.51 8.27Manufacturing & Other Charges 120.95 98.87Repairs and Maintenance :To Building 3.22 2.70To Machinery 9.92 13.95To Others 11.51 8.33To Boat 24.65 2.16 27.14Insurance 1.19 1.33Travelling and Conveyance 5.18 2.51Printing and Stationery 4.83 3.47Advertisement 1.17 1.01Sales Discount,Incentives ,Tips 6.23 13.13Advertisement and sales promotion - 3.97Bank charges 2.36 2.08Communication 1.83 1.45Watch & Ward 13.50 12.78Electricity Charges 23.91 30.15Payment to Auditors:Audit Fees 1.85 1.85Tax audit fees 0.40 0.36Other matters 0.86 0.40Service tax 0.28 3.39 0.23 2.84Legal and Professional charges 26.63 8.97Miscellaneous 8.40 15.46

455.52 402.01

NOTES

PROXY FORMELDER PROJECTS LIMITED

Regd. Office : Plot No. A-38/1, Patalganga Industrial Area, Village Khaire, Taluka – Khalapur, District – Raigad, Maharashtra 410 220

Reg. Folio No. ___________________ DP ID No. *___________________Client ID No.* _____________________*Applicable for Member holding Shares in electronic form.

I/We __________________________________________________________ of ________________________________

being a Member/Members of the abovenamed Company, hereby appoint ____________________________

of __________________________________________ or failing him __________________________________________

of ___________________________________________as my/our proxy to vote for me/us on my/our behalf at the27th ANNUAL GENERAL MEETING of the Company, to be held on Thursday, 27th September, 2012 at 11.30 a.m. are at any adjournment thereof.

Signed this ________ day of _____________________________ 2012

Signature _______________________________________________

Note: This form in order to be effective should be duly completed, stamped and signed and must be deposited at the Registered Office of the Company, not less than 48 hours before the meeting.

ATTENDANCE SLIPElder Projects Limited

Regd. Office : Plot No. A-38/1, Patalganga Industrial Area, Village Khaire, Taluka – Khalapur, District – Raigad, Maharashtra 410 220

Reg. Folio No. ___________________ DP ID No. *___________________Client ID No.* ____________________

*Applicable for Member holding Shares in electronic form.I certify that I am a registered Member/Proxy for registered member of the Company.I hereby record my presence at the 27th ANNUAL GENERAL MEETING of the Company on Thursday, 27th September, 2012 at 11.30 a.m.

_______________________________________ ____________________________Member’s/Proxy’s name in BLOCK Letters Member’s/Proxy’s Signature

Note:Please fill in this attendance slip and hand it over at the entrance of the hall.

Affix Re. 1/-

Revenue Stamp

(Tear Here)

Documents

27th Annual Report 2011-2012 - · PDF file27th Annual Report 2011-2012 BOARD OF DIRECTORS ... subject to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares ... (“FCCB