annual report 2009 - ankur drugsankurdrugs.com/annualreport2008-09.pdfankur today is in the...

Dear Shareowners,

The year 2008-09 was the start of a global economic slowdown. The financial storm that swept across United States & Europe impacted business across the globe. We too have experienced the tremors of the pain, albeit moderately.

The pharma sector though a relative out-performer in comparison to the overall economy, experienced buoyant forecasts of global pharma sales being moderated.

In retrospection, I am often reminded of the Company's initial struggle to succeed, to refine and to elevate. Having set the pace for accelerated growth in the space of contract manufacturing in pharma, I seek inspiration from Sir Cecil Walter Hardy Beaton's following golden words :

We have leveraged our strengths having taken growth as a challenge and sustainable growth as an opportunity. With a stable government in place and of late the fear about the deficit of monsoon reduced, I believe that the worst is about to be over forIndia. GDP growth is expected to be approx. 6% in 2009-10.

Capex during the year was Rs. 9722.69 Lacs. On CAGR basis the growth in total income is 226.30% over the last five years. Dividend has been maintained since our focus is on the future growth and further expansion is in progress to cater to international markets.

Ankur today is in the forefront of Contract Manufacturing of pharmaceuticals formulations of various dosage forms to India's leading and multinational pharma companies. Not only that, the new pharmaceutical formulations in the form of Trans Dermal Patches and Rapid Films are at their final stage and likely to be in the market shortly. Five employees are deputed to Germany for training in dosage formulation of the new products. The research and development activities are equally going on in respect of further new products.

I, along with my other board members thank you for your continued support and confidence shown during all these years, which has indeed been a source of great inspiration to us.

Warm regards,

Purnandu JainChairman and Managing DirectorSeptember 01, 2009

CHAIRMAN'S MESSAGE

Be Daring, Be Different, Be Impractical,

Be Anything that will assert Integrity of Purpose and Imaginative Wisdom

against the “play it Safers ;

The creatures of the common place ;

The Slaves of the Ordinary.”

focusing on the future ....

BOARD OF DIRECTORSMr. Purnandu Jain

Chairman and Managing Director

Mr. Girraj Vijayvargiya Wholetime Executive Director

Mr. Lalit AgarwalNon Executive Director - Independent

[Upto September 01, 2009]

Mr. Dileep ShindeNon Executive Director - Independent

Dr. Clifton ZimmermannNon Executive Director - Independent

REGISTERED OFFICEth20 Floor, Lotus Business Park,

Off. Andheri Link Road, Andheri [West], Mumbai - 400 053.Tel : +91-22-40682300Fax : +91-22-40682323Email : [email protected] : www.ankurdrugs.com

Himachal Unit 1 Village Manakpur, Taluka - Nalagarh, P.O. Lodhimajra - 174 101District : Solan, Himachal Pradesh

Himachal Unit IIVillage Makhnu Majra, Taluka - Nalagarh, P.O. Baddi - 173 205District : Solan, Himachal Pradesh

Daman UnitPlot No. 3 & 4, Survey No. 168,Dabhel Industrial Co-operative Society Ltd.,Village Dabhel - 396 210Nani Daman, Daman

M. G. Vashi & Co. Chartered Accountants

AUDITORS

Allahabad BankAxis Bank Limited

Citibank N.A.Corporation BankICICI Bank Limited

Indian Overseas BankING Vysya Bank Limited

Oriental Bank of CommerceState Bank of India

State Bank of IndoreSyndicate Bank

The Shamrao Vithal Co-op. Bank LimitedThe South Indian Bank Limited

BANKERS

Ajel Infotech LimitedUnit : Ankur Drugs and Pharma Limited

106, Oshiwara Link Plaza Commercial Complex,nd

2 Floor, New Link Road, Oshiwara, Jogeshwari [West], Mumbai - 400 102.

Tele : +91-22-26303348, 26303342Fax : +91-22-26349264

Email : [email protected] : www.ajel.in

REGISTRAR & SHARE TRANSFER AGENT

Mr. S. C. Rane

COMPANY SECRETARY

MANUFACTURING UNITS

Notice 1

Directors' Report 4

Management Discussion & Analysis 10

Corporate Governance Report 12

Auditors' Report 22

Annexure to Auditors' Report 23

Balance Sheet 26

Profit & Loss Account 27

Cashflow Statement 28

Auditors' Certificate 29

Schedules to Accounts 1 to 17 30

Balance Sheet Abstract Part VI 46

CONTENTS Page

FIFTEENTH ANNUAL GENERAL MEETING

Day : Tuesday : : Date : September 29, 2009 Time : 11.00 a.m.: :

Venue : Garden Court, Veera Desai Road, Andheri [West] Mumbai - 400 053.

Fifteenth Annual Report 2009

NOTICE

NOTICE is hereby given that the Fifteenth Annual General Meeting of the Members of ANKUR DRUGS AND PHARMA LIMITED will be held on Tuesday, September 29, 2009 at Garden Court, Veera Desai Road, Andheri [West], Mumbai 400 053, at 11.00 a.m. to transact the following business :

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2009 and the Profit & Loss Account of the Company for the year ended on that date along with the Report of Directors and Auditors thereon.

2. To declare Dividend on the Equity Shares for the Financial Year 2008-2009.

3. To appoint a Director in place of Mr. Dileep Shinde, who retires by rotation, and being eligible, offers himself for re-appointment.

4. To appoint M.G. Vashi & Co., Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and authorise the Board of Directors to fix their remuneration.

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL, VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED AND SIGNED NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING.

2. The Register of Members and the Share Transfer Books of the Company will remain closed from Friday, September 25, 2009 to Tuesday, September 29, 2009 [both days inclusive] for the purpose of the Annual General Meeting.

3. Members/ Proxies should bring the Attendance Slips duly filled in, for attending the Meeting alongwith the Annual Report.

4. Corporate Members intending to send their authorised representative/s to attend the meeting are requested to send a certified copy of the Board Resolution authorising their representative/s to attend and vote at the meeting.

5. Queries on accounts, if any, should reach the Registered Office of the Company at least Seven days prior to the date of the Meeting, so that the required information is made available at the Meeting.

6. As members are aware, Equity Shares of the Company are traded in electronic form only. Members who hold shares in physical form may dematerialise the same. ISIN allotted to the Company for this purpose is INE238D01012.

7. Shareholders are requested to immediately notify any change in their address or bank mandate to the depository participants with whom they are maintaining their demat account or to the Company's Registrar and Transfer Agents, namely, Ajel Infotech LimitedUnit : Ankur Drugs And Pharma Ltd. 106, Oshiwara Link Plaza Commercial Complex, 2nd Floor, New Link Road, Oshiwara, Jogeshwari [West], Mumbai 400 102 if shares are held in physical form.

Registered Office : For Ankur Drugs and Pharma Ltd20th Floor, Lotus Business Park, By Order of the Board of DirectorsOff. Andheri Link Road,Andheri [West], Mumbai - 400 053.

S. C. RaneDate : September 1, 2009. Company Secretary


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8. Payment of Dividend as recommended by the Board of Directors, if approved at the Meeting, will be made on or after September 29, 2009 to those Members, whose names are on the Register of Members as on September 24, 2009.

9. Shareholders who have not encashed their dividend warrants for the financial year 2004, 2005, 2006, 2007 and 2008 are requested to approach the Company's Registrar and Transfer Agent for revalidation / issue of duplicate dividend warrants quoting their Ledger Folio / DP- Client ID Number.

Pursuant to Section 205A[5] of the Companies Act, 1956 the unpaid dividends due for transfer to the Investor Education Fund are as follows :

Dividend for the Year Ended Date of Declaration Due for Transfer on

March 31, 2004 September 30, 2004 November 6, 2011



March 31, 2007 December 31, 2007 February 5, 2015


10. At the ensuing Annual General Meeting Mr. Dileep Shinde is seeking re-appointment as Director of the Company. The details pertaining to this Director as required to be provided pursuant to Clause 49 of the Listing Agreement are furnished, in the annexure to the Notice.


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ANNEXURE TO NOTICE

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THE FIFTEENTH ANNUAL GENERAL MEETING.

[In pursuance of Clause 49 of the Listing Agreement]

Name of the Director Mr. Dileep Shinde

Date of Birth September 23, 1950

Date of Appointment August 31, 2004

Qualification Bachelor of Textile Engineering

Expertise in specific Functional Areas Technical

Directorship held in other public companies Siyaram Silk Mills Limited

Chairmanship / Membership of Committeesacross other public companies, if any. NIL

Relationship between Directors inter-se Not related to any Director of the Company

Number of Equity Shares of Rs. 10 each held NIL



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DIRECTORS' REPORT

Dear Shareowners,

Your Directors have pleasure in presenting this Fifteenth Annual Report on the business and operations together with the Audited Accounts of the Company for the year ended March 31, 2009.

FINANCIAL RESULTS

For the Year ended For the Year endedMarch 31, 2009 March 31, 2008

PROFIT BEFORE INTEREST, DEPRECIATION, PROVISION for Exchange difference on Foreign Currency Loans, Provision for Premium on Redemption of FCCBs, Non-recurring Income or Expenses, Provision for Diminition in Value of Investments and TAX 18217.65 10828.28

Less :

Interest and Finance Charges 5410.32 2486.19

Depreciation 2066.68 840.40

Provision for Exchange Difference on Foreign Currency Loans 2613.06 --

Provision for Premium on Redemption of FCCBs 2093.89 --

Provision for Diminition in value of Investments 142.06 --

PROFIT BEFORE TAX : 5891.64 7501.69

Less :

Provision for Current Tax including Fringe Benefit Tax 740.75 877.63

Provision for Deferred Tax 1439.16 273.85

Prior Period Adjustments [0.91] [0.01]

PROFIT AFTER TAX : 3712.64 6350.22

Surplus brought forward from Previous Year 8945.29 4160.11

Amount Available for Appropriation Total 12657.93 10510.33

APPROPRIATIONS :

Proposed Dividend on Equity Shares 427.85 418.85

Tax on Proposed Corporate Dividend 72.71 71.18

Dividend and Tax on Dividend for 2006-2007 -- 75.01

Transfer to General Reserve 2000.00 1000.00

Surplus carried over to Next Year 10157.37 8945.29

Total 12657.93 10510.33

[Rs. in Lakhs]

Particulars


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OPERATIONS

The year under review has been the year of record performance with the Company achieving net sales of Rs. 96532.07 Lacs as compared to net sales of Rs. 67349.75 Lacs in the previous year, thereby registering substantial growth of 43.33%.

Earnings before interest, depreciation, provision for exchange difference on foreign currency loans, provision for premium on redemption of FCCBs, Non-recurring Income or expenses, provision for Dimunition in value of Investments and Tax was Rs. 18217.65 Lacs as against Rs. 10828.28 Lacs in the previous year - a growth of 68.24%. However profit after tax was Rs. 3712.64 Lacs as against Rs. 6350.22 Lacs in the previous year due to higher interest cost, higher depreciation and also provision made for exchange difference on Foreign Currency Loans - Rs. 2613.06 Lacs and premium on redemption of FCCBs - Rs. 2093.89 Lacs.

DIVIDEND

In order to conserve the resources to meet the exponential future growth plans of the Company and taking into consideration the prevailing economic situation, the Board of Directors are pleased to recommend a dividend of Rs.2.25 per Equity Share of Rs. 10 each [22.5%] for the year ended March 31, 2009 subject to the approval of shareholders. The dividend if approved, at the Annual General Meeting will be tax free in the hands of the shareholders. The payment of dividend will entail a cash outflow of Rs. 500.56 Lacs including dividend distribution tax of Rs. 72.71 Lacs .

RESERVES

The reserves at the end of the year were Rs. 24301.35Lacs up from Rs.19803.87 Lacs at the beginning of the year.

MACRO ECONOMIC INDUSTRY STRUCTURE AND DEVELOPMENT

The year 2008-09 was the start of a global economic slowdown. The financial market turbulence which originated in the United States spread to advanced economies across the globe. As the global financial markets crashed in the last quarter of 2008, India was no exception. The average GDP growth for the last three years was 8% + is down to 6.75% for 2009 . India is relatively better placed compared to other highly affected global economies [which are expected to show very minimal or -ve GDP growth]. The health of the Indian economy which also appeared deteriorated is of late showing some visible signs of recovery. With a new stable goverment in place at the centre, the GDP growth is expected to be not less than six percent.

OVERVIEW

All the three manufacturing units of your Company have been designed and built to have maximum efficiencies and reduction in down time. Your Company being a forerunner in the business of Contract Manufacturing of pharmaceutical formulations in various dosage forms to India's leading and multinational pharma companies has accelerated its pace to occupy more space in this segment and is also a Company of first choice for strategic business alliance. focusing on the future, effective steps have been taken to put in place enhanced manufacturing capacities which is will scale up sales and corresponding profit. During the year under review, there has been addition to the Gross Block including Capital Work-in-Progress of Rs. 9722.69 Lacs. The manufacturing units of your Company conform to international cGMP standards and comply with almost all the regulatory requirements wherein manufacture of high value products on contract basis have been lined up for Global Pharma Multinational Companies.

The Company's top most priority is “safety first”, follow strict environmental norms and establish itself as a leader in its chosen field. The Company has already reached the productivity level comparable to the best in global standards.

OUTLOOK

Inspite of the global financial turmoil which has left its mark on the business environment world over, Indian Companies have shown resilient tenacity in its overall performance. In comparison to overall economic growth, the pharma sector has moderately out performed. We, at Ankur have leveraged our strength to manufacture and supply quality pharma products at reasonable prices to our customers. Our focus is to meet and exceed customers' expectations. At tough times like this, we constantly remind ourselves that our collective endeavour as an organisation is to build business for a long haul, undetered by any obstacles by focusing on the future.

POST YEAR END ALLOTMENT OF EQUITY SHARES

On May 12, 2009 upon conversion of 4,00,000 Equity Share Warrants, 4,00,000 Equity Shares of Rs. 10 each were allotted.

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FORFEITURE OF SHARE WARRANTS

Out of the total 21,24,400 Equity Share Warrants allotted on September 5, 2007, 17,24,400 Equity Share Warrants were forfeited on May 12, 2009 on account of non-exercise of the right of conversion into Equity Shares, by the Equity Share Warrant holders and consequent non payment of the amount due on conversion by them as per the terms of issue of Equity Share Warrants.

ZERO COUPON FOREIGN CURRENCY CONVERTIBLE BONDS

During the year ended March 31, 2009 US $ 3 million FCCB's [3000 Bonds of US $ 1000 each] were converted into 9,14,517 equity shares at a conversion rate of Rs. 165 per share [at the then prevailing exchange rate of $ 1 = Rs. 45.895], out of the outstanding balance of US $ 12 million FCCBs issued during the F. Y. 2006-07. The details of the same are as under :

No. of Bonds No of Shares Date of Date of Converted Name of Allottee Allotted Conversion Allotment

1500 Grant Investments Limited - FCCB 4,56,784 April 17, 2008 April 23, 2008

500 Gold Sach Investments [Mauritius ] India Ltd 1,52,375 April 23, 2008 April 30, 2008

1000 Grant Investments Limited - FCCB 3,05,358 May 9, 2008 May 24, 2008

POSTAL BALLOT

Pursuant to provisions of Section 192A of the Companies Act, 1956 Postal Ballot was conducted to pass the following resolution as an ordinary resolution under section 293[1][a] of the Companies Act, 1956

“To create and/or charge and/or hypothecate all or any of movable and immovable properties and assets of the Company”.

The result of the postal ballot, declared on July 25, 2009, is as under :

Number of valid postal ballot forms received 101 equating 81,37,673 Equity Shares

Number of invalid postal ballot forms received 11 equating 11,601 Equity Shares

Particulars Total No of % to Total No of

Valid Votes Valid Votes

Votes in favour of the Resolution 81,35,971 99.98

Votes against the Resolution 1,702 0.02

Total 81,37,673 100.00

The above resolution was approved by the shareholders with requisite majority.

Mr. D. A. Kamat, Practicing Company Secretary was appointed as the scrutinizer to conduct the Postal Ballot.

LISTING OF SHARES

Your Company's Equity Shares continue to be listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The annual listing fee for the year 2009-10 has been duly paid to both the Stock Exchanges.

PUBLIC DEPOSITS

The Company has neither accepted any public deposits nor does it intend to accept any public deposits during the ensuing year.

DIRECTORS

In accordance with the provision of the Companies Act 1956 and the Company's Articles of Association, Mr. Dileep Shinde, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.His re-appointment forms part of the Notice of the Annual General Meeting and the resolution is recommended for your approval.


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Mr. Lalit Agarwal, Non Executive Director-Independent, resigned on August 24, 2009. His resignation was accepted by the Board of Directors on September 1, 2009. The Board places on record its deep appreciation of the valuable services rendered by Mr. Lalit Agarwal during his tenure as the Director of the Company.

AUDITORS

M/s. M. G. Vashi & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their re-appointment, if made, would be within the limits prescribed under Section 224[1-B] of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

INDUSTRIAL RELATIONS

During the year, technical and safety training programmes were held periodically to enhance workers knowledge, capabilities and application skills. The industrial relations continue to be cordial and harmonious at all the three manufacturing units.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the listing agreement with The Bombay Stock Exchange Limited, Mumbai and The National Stock Exchange of India Limited, Mumbai is annexed as Annexure II forming part of this report.

CORPORATE GOVERNANCE

In terms of corporate governance disclosures as required by clause 49 of the listing agreement, details are provided in this report as Annexure III. The certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges is also annexed.

CODE OF BUSINESS CONDUCT

As prescribed by the listing guidelines of the Stock Exchanges, the Board has framed a "Code of Conduct" for the Board Members and Senior Management. The said code has been implemented. A declaration by the Chairman and Managing Director affirming compliance with the code of conduct is also annexed.

RELATED PARTY DISCLOSURES

The Company has made disclosures in compliance with the accounting standard on related party disclosures as required by clause 32 of the listing agreement with the Stock Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

[As per amended section 217[2AA] of the Companies Act, 1956]

The Board of Directors of the Company confirms:

1. that in the preparation of Annual Accounts, the applicable accounting standards have been followed and there has been no material departure;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit and loss account for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that the attached annual accounts for the year ended March 31, 2009 are prepared on going concern basis.

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Name Age Designation Qualification Experience

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

[A] Conservation of Energy and Technology Absorption

Particulars as required under Section 217 [1] [e] of the Companies Act, 1956 read with rule 2 of the Companies [Disclosure of Particulars in the Report of the Board of Directors] Rules, 1988 are given in the Annexure I to this report.

[B] Foreign Exchange Earned and Used [Rs. in Lacs]

Particulars 2008-09 2007-08

Earned 209.89 69.95

Used 5485.69 8139.71

PARTICULARS OF EMPLOYEES

[Information as per Section 217 [2A] [b] [II] read with Companies [Particulars of Employee's] Rule 1975]

Date of Remuneration Previous Employment [Incl. P.F. & Other Employment

Benefits] Rs.

Mr. Purnandu Jain 45 Chairman Aug. 23, 2003 1,56,00,516 B. Com, FCA 19 Years Selfyears & M D Employed

Mr. Girraj 40 Wholetime April 02, 2006 26,79,000 B. Com, FCA 15 Years SelfVijayvargiya Years Executive Employed

Director

Mr. Asraf Hossain 51 President - April 18, 2007 27,00,000 M. Pharm. 26 Years Montajat Vet. Pharma

years Technical Ltd., Dammam, Saudi Arabia

Mr. Jayesh Trivedi 51 Chief July 4, 2008 35,61,291 M. Pharm. 30 Years Ranbaxyyears Operating Laboratories

Officer Limited

Mr. Shantilal 54 General April 1, 2008 69,00,000 B. Com. 30 Years SelfJagetia Years Manager - Employed

Marketing

None of the other employees of the Company are in receipt of remuneration in excess of the limits prescribed under Section 217 [2A] of the Companies Act, 1956 read with Companies [Particulars of Employees] Rules 1975.

ACKNOWLEDGEMENTS

The Directors take this opportunity to place on record their appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers and vendors, shareholders and employees at all levels.

Registered Office : For and on behalf of the Board of Directors20th Floor, Lotus Business Park,Off. Andheri Link Road,Andheri [West], Mumbai - 400 053.

Purnandu JainDate : September 1, 2009. Chairman and Managing Director


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ANNEXURE - I FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2009

Information under Section 217 [1] [e] of the Companies Act, 1956 read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 and forming part of the Directors’ Report for the year ended March 31, 2009.

A] ENERGY CONSERVATION MEASURES TAKEN :

I] Power and Fuel Consumption Unit 2008-2009 2007-2008

a] Electricity

Consumed KWH 11638575 8531164

Total Amount Rs. 4,76,71,525 3,37,35,249

Average rate per unit Rs./KWH 4.10 3.95

b] L.D.O. / Diesel

Consumed Ltrs 1390667 1362839

Total Amount Rs. 4,28,12,279 3,99,20,820

Average rate per unit Rs./Ltr. 30.79 29.29

II] Consumption per unit of Production

Since the Company manufactures different / wide types of pharmaceutical formulations, it is not practical to give consumption per unit of production,

B] TECHNOLOGY ABSORPTION :

At the Quality Control Laboratory maintained by the Company, normal quality control activities are carried out with reference to quality of raw materials and finished goods.

The Company continues to run its Plant on Time Tested Standard Technology. However, no capital expenditure for technology has been incurred except for some routine and necessary revenue expenditure.



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ANNEXURE - II FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDEDMARCH 31, 2009

MANAGEMENT DISCUSSION AND ANALYSIS

We submit herewith our Management Discussion and Analysis Report on the Company's business for the year ended March 31, 2009. We have attempted to include discussion on all specified matters to the extent relevant, or within limits that in our opinion are imposed by the Company's competitive position.

1. Pharmaceutical Industry - Global and Indian Structure

In 2008-09, the world economy faced a challenging year in the wake of a crises triggered by US - Sub prime market. The global economy having witnessed growth around 2% during F.Y. 2008-09 is forecasted to have negative growth during 2009-10 due to the consequences of the global financial crises. Even if the worst is over though nobody makes such assurances much uncertainty remains about the recovery's nature and pace due to unknown behavioral effects and unknown economic effects. The entire economic scenario has made business more challenging in terms of precise forecast and planning, timely execution and driving down the manufacturing costs.

Indian pharma market currently represents USD 17 billion of the global pharma market of estimated at USD 773.1 billion, however it is growing at a faster rate of 14 percent plus CAGR compared to global market growth of 4-6 percent over the next five years.

During the year under review, the Indian Economy recorded a lower growth of 6.75% as compared to average of 8% achieved in the previous three years. The Indian economy is likely to grow at 6% and the pharma industry is expected to be relatively better off largely due to inelastic domestic demand.

Despite a sustainable healthy growth of the pharma industry and a future full of promise and exciting opportunities, there remain some concerns relating to the growth of companies within the industry.

Company Overview

Since 2006 the Company has embarked on expansion plan to realise its vision to manufacture and supply quality pharma products at reasonable prices to our customers. Our focus is and will be to meet and exceed customers' expectations. This year, there was a midway blip-short of speed breaker in our long term future plans. The never imagined events swept the entire world, which also did marginally affect the Company's plans. But vigilantly we anchored and overcame the obstacles faced without diluting our strategic focus on the future growth and expansion plans.

On the expanded capital of 1901.54 lacs, the EPS is more than Rs. 19 per share. The Indian Contract Manufacturing industry is on a growth trajectory and the Company is playing a significant role, supporting the pharma industry. Now we are well placed to take advantage of the growth prospects ahead. We expect this trend to gather pace and to get back the earlier momentum.

Recent Developments

Our thrust for 2009 as stated in the Annual Report last year was partially achieved and will be fully implemented in the current year. New value added products with high margins, dedicated contract manufacturing for large overseas customers are our target areas of focus for future.

2. Segment-wise/Product-wise performance

The Company’s Business segment is Pharmaceutical Formulations in the Form of Tablets, Capsules, Liquid Orals, Oral Powder, Dry Syrups, Ointments both Manufactured and Outsourced. The Net Sales during the year is Rs. 965.32 Crs [Rs. 673.50 Crs] in the previous year. A growth of more than 43.33% compared to previous year.

3 Opportunities

We enjoy pre-eminent position in pharma contract manufacturing, which we intend to consolidate. We are managing downside risk with an eye on upside potential. Despite the current turbulence, instead of reacting to situations on short notice as they arise, we are investing time now to understand how such forces might affect the Industry, particularly your Company and mapping the role your Company should play. We are vigilantly using these hard times to retrospect, to concentrate and to strengthen our competitive advantage. All out effort are being made to find new efficiencies and enhancing capabilities. The plans are afoot to benefit from the new emerging patterns in the industry by focusing on the future. Since pharmaceutical industry is doing reasonably well, there is tremendous opportunity for growth to ANKUR.

Your Company continues to enjoy increasing confidence from its valued customers for providing quality products. To withstand the market challenges with its committed team of associates, your Company has made thrust into additional dosage form at its plants at


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Baddi, Himachal Pradesh. In the changing landscape your Company is adopting a combination of alternative and additional Business Models to navigate competition and opportunity.

3. Threats , Risks and Concerns

The Company’s products are largely intended for sale in the domestic market. The increase in raw material prices, competition from the established and emerging players, foreign exchange fluctuation, increase in other input costs are major areas of risks and concerns. Apart from normal risks as applicable to an Industrial Undertaking, Indian Pharma Companies being covered under DPCO Regime are subject to frequent price reductions and revisions, which is also a cause of concern.

The Company has adequate insurance coverage of all its assets. The compliance of safety norms and requirements as prescribed by different government agencies are duly fulfilled.

4. Outlook

The Contract Manufacturing industry is becoming more and more competitive with several new players entering this arena. With the global recession and efforts on the part of global players to reduce costs, India has been identified as an outsourcing hub for manufacture of pharma products. With this development Indian Pharma Companies are poised for further growth, and with our huge capacities, focus on the future, the future of Ankur is more challenging and promising.

5. Internal Control System and their adequacy

Your Company has adopted internal control system commensurate with its size. Through the Audit Committee, your Company ensures its implementation and compliance so that assets and business interests of your Company are adequately safeguarded.

6. Human Resources

Employees are the key to achievement of the Company's objectives and strategies. The Company provides employees with a fair and equitable work environment and support to develop their capabilities. With the added emphasis placed on the safe operation, the training given to employees not only covers knowledge and technical skills but also lays stress on behavioural areas, like creating a ‘safety mindset’, and ‘attitude building’. A number of HR initiatives have been taken for the well being and continuous development of the employees. We are continuosly striving on bringing new talent and competencies of people in the organisation and building on the existing strength of the employees to move the Company to be a key player in the Indian market. The relations between the employees and the Company continued to be cordial and healthy at all the three Manufacturing Units. As on March 31, 2009 the employee strength of your Company was 581 [excluding contract work force].

7. E R P

The SAP - ERP system, as introduced last year in certain areas is being further streamlined. The system is expected to help the Management to advantageously assimilate information and make more knowledge-based and efficiency-driven decisions.

8. Cautionary Statement

Statement in the Management Discussion and Analysis describing the Company's objectives, projections, expectations and estimates regarding future performance may be "forward looking statements' and are based on currently available information. The Management believes these to be true to the best of its knowledge at the time of preparation of this report. However, these statements are subject to certain future events and uncertainties, which could cause actual result to differ materially from those that may be indicated in such statements.



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ANNEXURE - III FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2009

CORPORATE GOVERNANCE REPORT

I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE CODE

The Clause 49 of the Listing Agreement incorporates certain disclosure requirements related to Corporate Governance with the purpose of enhancing statutory compliances and disclosure related thereto, together with a thrust on the Company's value system.

Your Company has complied with all the Corporate Governance requirements stipulated under clause 49 of the Listing Agreement. Your Company is committed to the consistent adherence to the said corporate governance code to maintain a greater degree of responsibility and accountability.

II. BOARD OF DIRECTORS

1] COMPOSITION

The Board of Directors comprises of :

- One Chairman and Managing Director [Promoter]

- One Wholetime Executive Director

- Four Non-Executive Directors - Independent */**

The names and the categories of the Directors on the Board, their attendance at Board Meeting during the year and at the last Annual General Meeting as also the number of Directorships and Committee Memberships held by them were as under :

Number of No of Commitee Number of Name of Director Category Other Memberships Board Meetings Last AGM

Directorships Chairman Member attended attended

Mr. Purnandu Jain Chairman &Managing Director 1 - 1 13 Yes[Promotor]

Mr. Girraj Vijayvargiya Wholetime Executive 1 1 3 13 YesDirector

Mr. Dileep Shinde Non-Executive / 1 2 3 11 YesIndependent

Mr. Lalit Agarwal * Non-Executive / 3 - 3 8 NoIndependent

Dr. Cliffton Zimmerman Non-Executive / - - - 1 NoIndependent

Dr. Manisha Jhaveri ** Non-Executive / - - 2 6 NoIndependent

* Mr. Lalit Agarwal's Resignation as a Director is effective from September 1, 2009** Dr. Manisha Zaveri's Resignation as a Director is effective from July 26, 2008

2] MEETINGS OF THE BOARD OF DIRECTORS

During the year 2008-09, the Board met Thirteen times on

April 15, 2008 April 23, 2008 April 30, 2008 May 8, 2008 May 24, 2008

May 29, 2008 July 26, 2008 August 27, 2008 October 25, 2008 December 31, 2008

January 28, 2009 February 25, 2009 March 24, 2009

At least one Board Meeting was held during every quarter.


12

III. THE BOARD COMMITTEES 1] AUDIT COMMITTEE

Terms of Reference :

The terms of reference covers the matters specified under section 292A of the Companies Act, 1956 and clause 49 of the listing agreement.

The Committee oversees, discusses and reviews inter alia the following matters :

a] Internal control system.

b] Compliance with accounting standards.

c] Related party transactions.

d] Recommending the appointment and removal of external auditor, fixation of audit fee and also approval of payment for any other services.

e] Quarterly financial statements with a view to comply with all legal requirements.

f] Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

Composition and Attendance of Audit Committee :

During the year 2008-09, the Audit committee met Five times on April 15, 2008; July 26, 2008; August 27, 2008; October 25, 2008; and January 28, 2009.

The Composition of and Attendance at the Audit committee meeting during the year 2008-09 :

Name of the Director Category Meetings Attended

Mr. Dileep Shinde Non-Executive Director - Independent [Chairman] 5

Mr. Lalit Agarwal * Non-Executive Director - Independent 5

Mr. Girraj Vijayvargiya Wholetime Executive Director 5

Dr. Manisha Jhaveri ** Non-Executive Director - Independent 1

The Statutory Auditor and Chairman and Managing Director are permanent invitee to this committee.

All members of the Audit Committee are financially literate and Two Members have Accounting Expertise.

At least one Audit Committee Meeting was held during every quarter.

Mr. S. C. Rane, Company Secretary is the Secretary of Audit Committee.

* Mr. Lalit Agarwal's Resignation as a Director is effective from September 1, 2009

** Dr. Manisha Zaveri's Resignation as a Director is effective from July 26, 2008

2] REMUNERATION COMMITTEE


To determine the Company's policy on specific remuneration packages for Wholetime Director / Managing Director including pension rights and any other compensation related matters and issues within the framework of the provisions and enactments governing the same.

Composition and Attendance of Remuneration Committee :

During the year 2008-09, the Committee met once on August 27, 2008

The Composition of and Attendance at the Remuneration Committee meeting during the year 2008-09 :

Name of the Director Category Meetings Attended

Mr. Dileep Shinde Non-Executive Director - Independent [Chairman] 1

Mr. Lalit Agarwal* Non-Executive Director - Independent 1

Mr. Girraj Vijayvargiya Wholetime Executive Director 1

Dr. Manisha Jhaveri ** Non-Executive Director - Independent --


** Dr. Manisha Zaveri's Resignation as a Director is effective from July 26, 2008

13


Garden Court, Veera Desai Road,

Andheri [West] Mumbai - 400 053

Remuneration Policy :

The Remuneration Committee of the Board constituted in compliance with the SEBI guidelines has framed the compensation structure for Working Directors. The Committee reviews the same from time to time based on certain performance parameters like growth in business, profitability and is comparative with the best practices prevailing in the industry.

Details of Remuneration paid to all Directors in Financial Year 2008-09

a] Chairman and Managing Director - Mr. Purnandu Jain - Rs. 1,56,00,516 consolidated.

b] Whole-time Executive Director - Mr. Girraj Vijayvargiya Rs. 26,79,000 consolidated.

3] SHAREHOLDERS' GRIEVANCE / SHARE TRANSFER COMMITTEE


To specifically look into complaints relating to transfer of shares, non-receipt of annual report, dividend warrants, etc. received from investors, to redress them and to improve the efficiency in investors service, whereever possible.

Composition of Shareholders' Grievance / Share Transfer Committee :

The Committee comprises of the following directors namely :

Name of the Director Category

Mr. Girraj Vijayvargiya Wholetime Executive Director [Chairman]

Mr. Purnandu Jain Chairman and Managing Director [ Member]

Mr. Lalit Agarwal * Non-Executive Director - Independent [Member]

Mr. Dileep Shinde Non-Executive Director - Independent [Member]


Attendance :

During the F.Y. 2008-09, Twenty nine complaints were received from the shareholders out of which Twenty complaints were satisfactorily resolved / replied and Nine complaints were pending to be resolved at end of the year.

IV. GENERAL MEETINGS

Details of Annual General Meetings:

a] The particulars of last Three Annual General Meetings of the Company are as under:

Financial Year Date Time Venue

2007 - 2008 September 27, 2008 12.30 p.m.

2006 - 2007 December 31, 2007 10.30 a.m.

2005 - 2006 September 30, 2006 10.30 a.m.

Fourteenth Annual General Meeting was held on September 27, 2008

b] The particulars of special resolutions passed in the last three Annual General Meetings are as under :

Financial Year No. of Special Resolutions

2007 - 2008 Two

2006 - 2007 Two

2005 - 2006 One

c] No Special resolution was passed during the year through the process of Postal Ballot.

}


14

d] Postal ballot:

e] Mr. D. A. Kamat, Practicing Company Secretary was appointed as the scrutinizer to conduct the Postal Ballot.

V. MEANS OF COMMUNICATION TO SHAREHOLDERS

Timely disclosure of information on business and financial performance of the Company is an integral part of good governance. Your Company disseminates information about its operations, business and financial performance to Stock Exchanges, Media, Shareholders, Analysts and Society at large. The Quarterly / Half yearly / Annual results are declared within Thirty days of the end of such respective period.

The Quarterly Unaudited Financial results and Audited Annual results are normally published in “Economic Times” and “Maharashtra Times”, Mumbai Edition.

Updates and developments impacting the business and financials together with Data on Shareholding pattern etc. are made available to The Bombay Stock Exchange Ltd., Mumbai in the form which would enable them to place them on their website i.e. www.bseindia.com and The National Stock Exchange of India Limited. on its website : www.nseindia.com

No presentations have been made to Institutional Investors / Analysts during the year.

VI. DISCLOSURES

a] Related Party Transactions :

During the period, there were a few transactions with Promoters, Directors and their relatives, but there is no potential conflict thereof with the interests of the Company. [refer to note 8 of Schedule 17]

b] Statutory Compliance and Strictures :

There were no cases of non-compliance of any matter related to the Stock Exchanges/SEBI/Statutory Authority/Capital Markets during the last three years.

c] Code of Conduct :

The Chairman and the Managing Director of the Company has certified to the Board the compliance with the code of conduct as required under Clause 49 [V] of the listing agreement.

Pursuant to provisions of Section 192A of the Companies Act, 1956 Postal Ballot was conducted to pass the following resolution as an ordinary resolution under section 293(1](a] of the Companies Act, 1956

“To create and/or charge and/or hypothecate all or any of movable and immovable properties and assets of the Company”.

The result of the postal ballot, declared on July 25, 2009, is as under :

Number of valid postal ballot forms received 101 equating 81,37,673 Equity Shares

Number of invalid postal ballot forms received 11 equating 16,601 Equity Shares

Particulars Total No of % to Total No of

Valid Votes Valid Votes

Votes in favour of the Resolution 81,35,971 99.98

Votes against the Resolution 1,702 0.02

Total 81,37,673 100.00

The above resolution was approved by the shareholders with requisite majority.

15


d] ALLOTMENT OF SHARES DURING THE YEAR AND POST YEAR END :

The Company has alloted Equity Shares on Amalgamation, conversion of FCCBs and also on conversion of share warrants during the year, as per details given below:

Date of Allotment No. of Shares Alloted Authorised Capital Paid-up capital

April 23, 2008 50,00,000 * 28,00,00,000 17,70,08,740

April 23, 2008 4,56,784 ** 28,00,00,000 18,15,76,580

April 30, 2008 1,52,375 ** 28,00,00,000 18,31,00,330

May 24, 2008 3,05,358 ** 28,00,00,000 18,61,53,910

After March 31, 2009

May 12, 2009 4,00,000 *** 28,00,00,000 19,01,53,910

* Shares allotted to the share holders of Vaibhav Healthcare Pvt. Ltd. pursuant to scheme of amalgamation.

** Shares allotted on conversion of 3,000 FCCB's of US $ 1000 each at a converion price of Rs. 165 per share.

*** Shares allotted on conversion of 4,00,000 Equity Share warrants issued at a premium of Rs. 165 per share.

LISTING APPROVALS FROM BSE AND NSE :

I. For Preferential allotment of Equity Shares made on September 5, 2007

Final listing and trading permission from BSE was received on September 30, 2008 for 20,43,000 Equity Shares issued and allotted on preferential basis.

II. For allotment of Equity Shares pursuant to Scheme of Amalgamation with Vaibhav Healthcare Private Limited

Final listing and trading permission from BSE was received on September 19, 2008 for 50,00,000 Equity Shares issued and allotted pursuant to the scheme of amalgamation of Vaibhav Healthcare Private Limited.

Final listing and trading permission from NSE was received on September 22, 2008 for 50,00,000 Equity Shares issued and allotted pursuant to the scheme of amalgamation of Vaibhav Healthcare Private Limited.

III. For allotment of Equity Shares upon conversion of US$ 3 million FCCB

Final listing and trading permission from BSE was received on September 29, 2008 for 9,14,517 Equity Shares issued and allotted upon conversion of US$ 3 million FCCBs.

Final listing and trading permission from NSE was received on September 29, 2008 for 9,14,517 Equity Shares issued and allotted upon conversion of US$ 3 million FCCBs.

IV. For allotment of Equity Shares upon conversion of 4,00,000 Equity Share Warrants.

***Necessary application has been made to BSE and NSE for listing of 4,00,000 Equity Shares of Rs. 10 each allotted on conversion of 4,00,000 Equity Share Warrants.

e] NON-MANDATORY REQUIREMENTS

Non-mandatory requirements of corporate governance have not been adopted.


16

VII. GENERAL SHAREHOLDER INFORMATION

Date of Incorporation February 9, 1995

Corporate Identity Number [CIN] L24230MH1995PLC085410thRegistered Office 20 Floor, Lotus Business Park,

Andheri [West], Mumbai - 400 053Tel : +91-22-40682300, Fax : 91-22-40682323Email : [email protected]

Manufacturing Units

Himachal Unit II

Daman Unit

Day and Date of the Annual General Meeting Tuesday, September 29, 2009

Time & Venue of the Annual General Meeting 11.00 a.m. at Garden Court, Veera Desai Road,Andheri [West], Mumbai - 400 0053

Date of Book Closure From September 25, 2009 to September 29, 2009[Both days inclusive]

Financial Calendar : 2009-2010 April 1, 2009 - March 31, 2010

First Quarter ending June 30, 2009 Already declared on July 30, 2009

Second Quarter ending September 30, 2009 Last week of October, 2009

Third Quarter ending December 31, 2009 Last week of January, 2010

FourthQuarter ending March 31, 2010 Last week of April, 2010

Listing on Stock Exchanges The Bombay Stock Exchange Limitedth 25 floor, P. J. Towers, Dalal Street, Mumbai 400 001

Tel : +91-22-22721233 / 34 Fax :+91-22-22722082 / 2132

The annual listing fees for 2009-10 has Website : www.bseindia.com

been duly paid to both the Stock Exchanges The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla complex, Bandra [East]

Tel : +91-22-26598235 / 36Fax :+91-22-26598347 / 48

Website : www.nseindia.com

Stock Code BSE - 531683

NSE - ANKURDRUGS - EQ

International Security Identification Number [ISIN] Code INE238D01012

Dividend Payment / Credit Date On or After September 29, 2009

Outstanding FCCBs US $ 29 Million FCCB with 55,78,343 underlying Equity Shares.[US $ 9 Million is convertible into Equity Shares on or beforeMay 31, 2011 and US $ 20 million FCCB are due for conversion on or before December 27, 2012.][These FCCBs are listed at Singapore Stock Exchange]

Off Andheri Link Road,

Himachal Unit 1Village Manakpur, Taluka - Nalagarh, P.O. Lodhimajra - 174 101, , District : Solan, Himachal Pradesh

Village Makhnu Majra, Taluka - Nalagarh, P.O. Baddi - 173 205, District : Solan, Himachal Pradesh

Plot No. 3 & 4, Survey No. 168,Dabhel Industrial Co-operative Society Ltd.Village Dabhel - 396 210, Nani Daman, Daman

17


Number of Shareholders

% of Shareholders Number of Shares held % of Shareholding

VIII. REGISTRAR AND TRANSFER AGENTS Ajel Infotech Limited [For physical and Demat] Unit : Ankur Drugs and Pharma Limited

106, Jogeshwari [West] Mumbai - 400 102.

Tele : +91-22- , Fax : +91-22-Email : [email protected], Business hours : 10 a.m. to 5 p.m.

IX. SHARE TRANSFER SYSTEM

Share Transfers in physical form are to be lodged with Ajel Infotech Limited, Registrar and Transfer Agents at the address mentioned above. The transfers and requests for dematerialization are normally processed within 30 days of receipt if the relevant documents are complete in all respects. Share Transfer Committee comprising of members of the Board meets once a week to consider the transfer of shares.

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant [DP] regarding change of address, change of Bank / Bank Account number, nomination, etc.

X. COMPLIANCE OFFICER'S DETAILS

Mr. S. C. Rane Registered Office :thCompany Secretary & Compliance Officer 20 Floor, Lotus Business Park, Off Andheri Link Road,

Andheri [West], Mumbai - 400 053.Telephone Number +91-22-40682362Fax Number +91-22-40682323Email [email protected]

The shareholders may address their communication / suggestions / grievances / queries at the Registered Office of the Company.

XI. DISTRIBUTION OF EQUITY SHAREHOLDING AS ON MARCH 31, 2009

Number of Shares Held

1 - 500 7715 86.30 9,33,759 05.02501 - 1000 579 06.48 4,79,190 02.57

1001 - 2000 274 03.06 4,34,706 02.342001 - 3000 107 01.20 2,77,861 01.493001 - 4000 052 00.58 1,90,176 01.024001 - 5000 033 00.37 1,56,616 00.845001 - 10000 070 00.78 5,08,594 02.73

10001 and above 110 01.23 1,56,34,489 83.99

Total 8940 100.00 1,86,15,391 100.00

XII. SHAREHOLDING PATTERN AS ON MARCH 31, 2009

Category

Indian Promoters 06 67,15,444 36.07

Mutual Funds and U T I 03 4,81,928 02.59

Foreign Institutional Investors 06 22,85,087 12.28

Corporate Bodies 409 32,59,343 17.51

Indian Public 8348 47,09,093 25.30

NRIs / OCBs 168 11,64,496 06.25

Total 8940 1,86,15,391 100.00

As on March 31, 2009 - 99.29% of the paid-up equity shares were held in Dematerialised form.

Link Plaza Commercial Complex,New Link Road, Oshiwara,

26303348, 26303342 26349264,website : www.ajel.in

Number of Shareholders Number of Shares held % of Shareholding


18

Year / Month

NSE Price Data [Rs.] B BSE Sensex

High Low High Low High Low

2008 April 290.00 172.15 292.00 178.00 17480.74 15297.96May 274.75 218.20 274.75 224.15 17735.70 16196.02June 260.00 182.15 259.50 184.95 16632.72 13405.54July 244.00 160.10 268.00 172.15 15130.09 12514.02August 280.00 225.10 284.50 223.50 15579.78 14002.43September 245.00 155.00 244.85 155.00 15107.01 12153.55October 192.00 103.00 190.00 103.00 13203.86 7697.39November 149.75 96.10 146.50 96.55 10945.41 8316.39December 105.00 82.75 105.50 83.10 10188.54 8467.43

2009 January 102.00 78.60 102.00 78.95 10469.72 8631.60February 104.90 63.00 104.85 63.00 9724.87 8619.22March 75.00 51.00 74.90 51.00 10127.09 8047.17

At the NSE : Closing Share Price as on March 31, 2009 was Rs. 67.85At the BSE : Closing Share Price as on March 31, 2009 was Rs. 69.10

XIV.

XIII. MARKET PRICE DATA : [Monthly High/Low Quotation at NSE/BSE in comparison with BSE Sensex]

SE Price Data [Rs.]

300

250

200

150

100

50

20000

15000

10000

5000

April May June July August September October November December January February March

ANKUR SHARE PRICE HIGH BSE SENSEX HIGH

BS

E S

EN

SE

X

AN

KU

R S

HA

RE

PR

ICE

[R

s.]

MONTH

PERFORMANCE OF THE COMPANY'S SHARE PRICE IN COMPARISON TO BSE SENSX

2008 2009

CHART SHOWING

19


XV. OUTSTANDING ZERO COUPON FCCBs / WARRANTS OR ANY LIKELY CONVERTIBLE INSTRUMENT - CONVERSION DATE AND LIKELY IMPACT ON EQUITY

Out of the outstanding balance of US $ 12 million Zero Coupon FCCBs issued on May 26, 2006, US $ 3 million FCCBs [3000 Bonds of US $ 1000 each] were converted into 9,14,517 Equity Shares at a conversion rate of Rs. 165 per share [at the then prevailing exchange rate of $ 1 = Rs. 45.895]. Out of US $ 3 million FCCBs - 1.5 million FCCBs have been converted into 4,56,784 Equity Shares on April 23, 2008 at a conversion price of Rs. 165 and allotted to Grants Investment Ltd. [Mauritius] - 0.5 million FCCBs have been converted into 1,52,375 Equity Shares on April 30, 2008 at a conversion price of Rs. 165 and allotted to Goldman Sachs Investment [Mauritius] Ltd. - 1 million FCCBs have been converted into 3,05,358 Equity Shares on May 24, 2008 at conversion price of Rs. 165 and allotted to Grants Investment Ltd. [Mauritius].The balance of US $ 9 million FCCBs underlying 27,53,700 Equity Shares were outstanding as on March 31, 2009.

Out of outstanding balance of US $ 20 million FCCBs i.e. Rs. 79.09 Crores issued in December 2007 in pursuance of the resolution passed at the Extra-ordinary General Meeting held on May 23, 2007 12 million FCCBs were issued to BRPL [Mauritius] and 8 million FCCBs were issued to BROMPL Mauritius. The above FCCBs are to be converted into Equity Shares at Rs.280 each on or before December 27, 2012. The total FCCBs of US$ 20 million underlying 28,24,643 Equity Shares were outstanding as on March 31, 2009.



DECLARATION BY CHAIRMAN AND MANAGING DIRECTOR OF CODE OF CONDUCT

I, hereby declare that pursuant to provisions of clause 49 [1] [D] [II] of the listing agreement all the Directors and Senior Management Personnel have affirmed compliance with the code of conduct adopted by the Company and confirmation to that effect has been received for the year 2008-2009.

Place : MumbaiDate : September 1, 2009

For Ankur Drugs and Pharma Limited

Purnandu JainChairman and Managing Director

CEO / CFO CERTIFICATION

As required under sub clause V of Clause 49 of the Listing Agreement with the Stock Exchanges, we have certified to the Board that for the financial year ended March 31, 2009 the Company has complied with the requirements of the said sub-clause.


Purnandu JainChairman and Managing Director[CEO]

Girraj VijayvargiyaWholetime Executive Director [CFO]

For Ankur Drugs and Pharma Limited


20

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Ankur Drugs and Pharma Ltd.

We have examined the compliance of the conditions of corporate governance by Ankur Drugs and Pharma Ltd., for the year ended on March 31, 2009 as stipulated in clause 49 [VII] of the Listing Agreement of the said Company with The Bombay Stock Exchange Limited, Mumbai and The National Stock Exchange of India Limited, Mumbai. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination is limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, 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.

During the year under review 2008-09, Twenty nine complaints were received from the shareholders out of which Twenty complaints were satisfactorily resolved and Nine complaints were pending to be resolved at end of the year.

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

For M. G. Vashi & Co.Chartered Accountants

CA. M. G. VashiPlace : Mumbai ProprietorDate : September 1, 2009 ICAI M. No. 030217

21


AUDITORS' REPORT

To the Members of Ankur Drugs and Pharma Limited.

1. We have audited the attached Balance Sheet of ANKUR DRUGS AND PHARMA LIMITED as at March 31, 2009, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto [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 have conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. 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 Management, as well as evaluating the overall Financial Statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies [Auditor's Report] Order, 2003 issued by the Government of India in terms of sub-section [4A] of section 227 of the Companies Act, 1956 [the Act], and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

[a] We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

[b] In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

[c] The Balance Sheet and Profit and Loss Account, dealt with by this report are in agreement with the books of account.

[d] In our opinion the Balance Sheet and Profit and Loss Account and the Cash Flow Statement comply with Accounting Standard referred to sub-section [3C] of section 211 of the Companies Act, 1956.

[e] On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2009 from being appointed as a Director of the Company under clause [g] of sub-section [1] of Section 274 of the Companies Act, 1956.

[f] In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

[i] in the case of the Balance Sheet, of the State of Affairs of the Company, as at March 31, 2009;

[ii] in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date;

[iii] in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.


CA. M. G. VashiPlace : Mumbai ProprietorDate : ICAI M. No. 030217September 1, 2009


22

ANNEXUR E TO THE AUDITORS' REPORT[Referred to in para 3 of our Report of even date]

i. [a] The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

[b] The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

[c] The Company has not disposed off any significant part of fixed assets during the year and accordingly going concern status of the Company is not affected.

ii. In respect of inventories :

[a] As explained to us, physical verification of inventory was carried out at reasonable intervals by the Management.

[b] In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the Management are reasonable and adequate, in relation to the size of the Company and the 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 the book records were not material and have been properly dealt with in the books of account.

iii. [a] In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to any company, firm or parties covered in the register maintained under section 301 of the Companies Act, 1956.

[b] The Company has taken unsecured loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The loans are interest free and the terms of the loans, prima facie, are not prejudicial to the interest of the Company. The repayment of the loan was not specified and no interest has been paid.

iv. In our opinion and according to the information given to us, the Company has adequate internal control procedures, commensurate to the size of the Company and nature of its business for the purchase of inventory and fixed assets and for sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered. We are of the opinion that each of these transactions have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Act and the rules framed there under are applicable.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature its business.

viii. As explained to us, the Central Government has not prescribed maintenance of cost records under section 209 [1] [d] of the Companies Act, 1956, for any of the products of the Company.

ix. In respect of statutory dues:

[a] According to the records of the Company and information and explanation given to us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with appropriate authorities.

[b] According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at March 31, 2009 for a period of more than six months from the date on which they became payable.

[c] According to the records of the Company, the disputes pending in respect of Income Tax, Wealth Tax, Excise Duty, Custom Duty and Sales Tax are as under:

Name of the Statute Nature of the Dispute Amount in Dispute Forum where [Rs. In Lacs] Dispute is pending

Income Tax Act, 1961 Demand for Assessment Year 2004-05 10.35 ITAT

Income Tax Act, 1961 Demand for Assessment Year 2003-04 8.22 ITAT

The amount in dispute has however been deposited by the Company.

23


x. The Company has no accumulated loss at the end of financial year and has not incurred cash loss during the financial year covered by our audit and the immediately preceding financial year.

xi. On the basis of our examination and according to the information and explanation given to us, we are of the opinion that theCompany has not defaulted in repayment of dues to any bank or financial institution. The Company has not obtained any borrowings by way of debentures.

xii. Based on our examination of records and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a Chit Fund or a Nidhi/ Mutual benefit fund/ society. Therefore, the provisions of clause [xiii] of Paragraph 4 of the Companies [Auditors Report] Order, 2003 are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, provisions of clause [xiv] of Paragraph 4 of the Companies [Auditors Report] Order, 2003 relating to maintenance of proper records, timely entries and holding investments in own name are not applicable to the Company.

xv. According to the information and explanation given to us and records examined by us, the Company has not given any corporate guarantee for loans taken by others from banks or financial institutions, the terms and conditions of which are prejudicial to the interest of the Company.

xvi. In our opinion and according to the information and explanations given to us, the Company has applied the term loans for the purpose for which they were obtained. Regarding the funds raised through Unsecured Zero Coupon Foreign Currency Convertible Bonds, the funds pending the utilisation have been deployed in bank deposits.

xvii. In our opinion and on the basis of our examination and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has not, prima facie used the funds borrowed on short term basis during the year for long term investments and vice versa.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix. The Company has not issued any debentures during the year. Therefore, the question of creating security in respect of debentures does not arise.

xx. The Company has not raised any money by public issues during the year. During the previous year i.e. F.Y. 2007-08 the Company had raised US$ 20.00 Million by issuing 20000 Foreign Currency Convertible Bonds [FCCB's] for the purpose of funding of the project at Himachal Pradesh. On the basis of our examination and according to the information and explanations given to us, we are of the opinion that part of the said funds have been utilized for the concerned project and balance funds to the tune of US$ 21,587.21, Euro 3,27,809.54 and GBP 5,80,305.49 were lying in current accounts / fixed deposits with banks outside India.

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




24

FINANCIAL

STATEMENTS

25


BALANCE SHEET AS AT MARCH 31, 2009[Figures in Rupees]

Particulars Schedule As at As atNo. March 31, 2009 March 31, 2008

SOURCES OF FUNDSSHAREHOLDERS’ FUNDSEquity Share Capital 1 18,61,53,910 12,70,08,740Equity Share Warrants Application Money 3,01,77,000 3,71,77,000Equity Share Application Money 7,00,00,000 5,00,00,000Reserves & Surplus 2 2,43,01,35,574 1,98,03,87,147

2,71,64,66,484 2,19,45,72,887LOAN FUNDSSecured Loans 3 4,81,25,70,641 4,05,87,58,772Unsecured Loans 4 2,63,44,67,832 2,12,26,04,747

7,44,70,38,473 6,18,13,63,519 DEFERRED TAX LIABILITY 24,26,58,734 9,87,43,480

TOTAL 10,40,61,63,691 8,47,46,79,886

APPLICATION OF FUNDSFIXED ASSETSGross Block 5 3,90,65,46,672 2,28,04,46,272Less: Depreciation 44,49,99,980 23,88,81,186

Net Block 3,46,15,46,692 2,04,15,65,086CAPITAL WORK IN PROGRESS 2,66,10,39,198 3,31,48,70,808INVESTMENTS 6 3,73,69,458 5,23,77,001CURRENT ASSETS, LOAN AND ADVANCES 7Inventories 2,12,77,08,672 1,23,15,27,460Sundry Debtors 2,81,13,73,477 1,63,90,89,041Cash and Bank Balances 15,83,78,126 59,05,78,284Loans and Advances 8,53,13,989 12,40,29,849

5,18,27,74,264 3,58,52,24,634LESS: CURRENT LIABILITIES AND PROVISIONSCurrent Liabilities 8 60,56,54,466 38,77,69,016Provisions 9 33,35,19,711 13,67,65,534

93,91,74,177 52,45,34,550NET CURRENT ASSETS 4,24,36,00,087 3,06,06,90,084MISCELLANEOUS EXPENDITURE 10 26,08,256 51,76,907[To the extent not written off or adjusted]

TOTAL 10,40,61,63,691 8,47,46,79,886

Notes forming part of the Accounts 17

As per our report of even date attached


CA. M. G. VashiProprietorICAI M. No. 030217


For and on behalf of the Board of Directors

Purnandu Jain - Chairman and Managing Director

Girraj Vijayvargiya - Wholetime Executive Director

S. C. Rane - Company Secretary


26


PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2009[Figures in Rupees]

Particulars Schedule For the Year ended For the Year endedNo. March 31, 2009 March 31, 2008

INCOMEGross Sales / Income from Operations 9,68,99,29,564 6,75,61,76,220Less : Excise Duty 3,67,22,487 2,12,01,584

NET SALES 9,65,32,07,077 6,73,49,74,636Other Income 11 2,93,57,570 1,50,53,473Increase in Inventory 12 46,34,05,046 3,29,77,323

TOTAL 10,14,59,69,693 6,78,30,05,432EXPENDITUREMaterials Consumed and Goods Purchased 13 7,84,41,88,464 5,42,18,88,819Manufacturing Expenses 14 33,01,91,846 21,67,09,320 Administrative, Sales and Other Expenses 15 14,98,24,190 6,15,79,285

PROFIT BEFORE DEPRECIATION, FINANCE COST AND TAX 1,82,17,65,193 1,08,28,28,008Less : Depreciation 5 20,66,68,471 8,40,40,460

PROFIT BEFORE FINANCE COST, EXCHANGE FLUCTUATION AND TAX 1,61,50,96,722 99,87,87,548Less : Interest and Financial Charges 16 54,10,32,131 24,86,19,190 Less : Provision for exchange difference on foreign currency loans 26,13,06,386 --Less : Provision for premium on redemption of FCCBs 20,93,88,826 --

PROFIT BEFORE EXCEPTIONAL ITEM AND TAX 60,33,69,379 75,01,68,358Less : Exceptional Item : Provision for Diminution in value of Investments 1,42,05,815 --

PROFIT BEFORE TAX 58,91,63,564 75,01,68,358Less: Provision for Taxation- Current Tax 7,30,98,918 8,70,52,372- Deferred Tax 14,39,15,254 2,73,84,675- Fringe Benefit Tax 9,76,089 7,10,239- Excess Provision for Income Tax of earlier year [1,29,138] [1,117]- Fringe Benefit Tax of earlier year 37,966 --

PROFIT AFTER TAX 37,12,64,475 63,50,22,189

Add: Balance brought forward 89,45,29,472 41,60,11,019

Amount Available for Appropriations TOTAL 1,26,57,93,947 1,05,10,33,208

APPROPRIATIONSProposed Dividend 4,27,84,630 4,18,84,630Tax on Dividend 72,71,248 71,18,293Dividend for 2006-2007 -- 63,84,405Tax on Dividend for 2006-2007 -- 11,16,408Transfer to General Reserve 20,00,00,000 10,00,00,000Balance carried over to Balance Sheet 1,01,57,38,069 89,45,29,472

TOTAL 1,26,57,93,947 1,05,10,33,208

EARNING PER SHARE Basic 19.94 53.79Diluted 23.61 27.50

Notes forming part of the Accounts 17










27


A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax 58,91,63,564 75,01,68,358Adjustment for:Depreciation 20,66,68,471 8,40,40,460Miscellaneous Expenditure written off 25,68,651 25,86,489[Profit] / Loss on sale of fixed assets [2,71,177] [1,29,080]Provision for Exchange difference on Foreign Currency Loans 26,13,06,386 --Provision for Premium on redemption of FCCBs 20,93,88,826 --Provision for Diminution in Value of Investments 1,42,05,815 --Other income [Other than Profit on Sale of Assets] [2,90,86,393] [1,49,24,393]Financial charges 54,10,32,131 24,86,19,190

Operating profit before working capital changes 1,79,49,76,274 1,07,03,61,024

Adjustments for:Increase in Trade Receivables [1,17,22,84,436] [87,01,16,380]Decrease in Other Advances [Excluding TDS] 63,34,362 [1,75,23,212]Increase in Inventories [89,61,81,212] [60,97,22,699]Increase in Current Liabilities 21,78,85,450 12,36,80,475Increase in Working Capital Borrowings 1,06,42,52,587 86,08,69,374

Cash generated from / [used in] operations 1,01,49,83,025 55,75,48,582Direct Taxes paid [including FBT & TDS] [5,52,89,941] [9,37,77,707]Financial Charges Paid [54,10,32,131] [24,86,19,190]

Net Cash from Operating Activities 41,86,60,953 21,51,51,685

B. CASH FLOW FROM INVESTING ACTIVITIESAdditions to Fixed Assets [Including Capital work-in-progress] [97,48,42,490] [1,87,24,40,507]Sale of Fixed Assets 22,95,200 62,22,205Additions to Miscellaneous Expnediture -- [40,25,334]Additions to Investments 8,01,728 [5,21,66,011]Other Income 2,90,86,393 1,49,24,393

Net Cash Used in Investing Activities [94,26,59,169] [1,90,74,85,254]

C. CASH FLOW FROM FINANCIAL ACTIVITIESSecured Term Loans [net of repayment] [31,04,40,718] 91,84,43,437Unsecured Loans 25,05,56,699 88,41,25,680Fresh Issue of Equity Shares including Share Premium 18,76,85,000 47,80,62,000Issue of Share Warrants 1,30,00,000 64,47,000Tax on Distributed Profit [71,18,293] [43,17,027]Dividend Paid [4,18,84,630] [2,54,01,748]

Net Cash available from Financial Activities 9,17,98,058 2,25,73,59,342

Net Increase/[Decrease] in Cash and Cash Equivalents [A+B+C] [43,22,00,158] 56,50,25,773

Opening Balance of Cash and Cash Equivalents 59,05,78,284 2,55,52,511

Closing Balance of Cash and Cash Equivalents 15,83,78,126 59,05,78,284

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009[Figures in Rupees]

Particulars For the year ended

March 31, 2009 March 31, 2008

For the year ended

28


NOTES TO CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009[Figures in Rupees]


March 31, 2009 March 31, 2008

For the year ended

1. Cash and Cash Equivalent includesCash in hand [Including Imprest Cash) 24,11,231 53,15,982 Balance with Scheduled Banks :- In Current Accounts [Including Cheques in hand] 3,95,96,516 1,76,97,259- In Margin Money Accounts 5,17,86,672 2,11,44,658- In Fixed Deposit Accounts 6,45,83,707 54,64,20,385

TOTAL 15,83,78,126 59,05,78,284

2. The above Cash Flow Statement has been prepared under the Indirect method as set out in Accounting Standard - 3 on "Cash Flow Statement" issued by The Institute of Chartered Accountants of India.

3. Previous year's figures have been re-arranged / regrouped wherever necessary.

4. Significant non-cash transactions:The Company has converted 3000 FCCBs into 9,14,517 Equity Shares of Rs.10 each, fully paid-up at a premium of Rs. 155 per share during the year.

AUDITORS’ CERTIFICATE

We have examined the attached Cash Flow Statement of Ankur Drugs and Pharma Limited for the year ended March 31, 2009. The statement has been prepared by the Company in accordance with the requirement of Clause 32 of the listing agreement with the Bombay Stock Exchange Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai subject to re-allocations made by the Company is based on and in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company covered by our report of September 1, 2009 to the members of the company.












29


Schedules forming part of Balance Sheet as at March 31, 2009

SCHEDULE I : SHARE CAPITALAUTHORISED2,80,00,000 Equity Shares of Rs.10 each 28,00,00,000

ISSUED, SUBSCRIBED AND PAID UP 1,86,15,391 [P. Y. 1,27,00,874] Equity Shares of Rs.10 each 18,61,53,910 12,70,08,740

SCHEDULE 2 : RESERVES & SURPLUSCapital Reserve 22,44,000 22,44,000

Share Premium Account --As per last Balance Sheet 89,09,88,260 43,43,84,430Add Received during the year 12,85,39,830 45,66,03,830

1,01,95,28,090 89,09,88,260

General Reserve As per last Balance Sheet 19,26,25,415 9,26,25,415 Add Transfered from Profit & Loss Account 20,00,00,000 10,00,00,000

39,26,25,415 19,26,25,415

Balance in Profit & Loss Account 1,01,57,38,069 89,45,29,472

TOTAL 2,43,01,35,574 1,98,03,87,147

SCHEDULE 3 : SECURED LOANS

A. TERM LOANS a. From Banks [For Daman Unit] 40,00,526 2,81,76,082b. From Banks [For Himachal Unit-I] 69,20,80,224 81,65,86,205c. From Banks [For Himachal Unit-II] 1,20,09,56,897 1,41,45,22,374d. From Bank [For Office] 15,58,11,936 10,95,95,150

2,05,28,49,583 2,36,88,79,811B. WORKING CAPITAL LOANS

From Banks 2,74,75,96,141 1,68,33,43,554

C. VEHICLE LOANSFrom Banks and Finance Companies 1,21,24,917 65,35,407[For details of securities refer Note No. 5 to Schedule 17]

TOTAL 4,81,25,70,641 4,05,87,58,772

SCHEDULE 4 : UNSECURED LOANS

From Directors 1,40,29,969 1,32,77,721 Intercorporate Loans 12,58,19,239 4,34,85,154 From Banks and Others 1,04,03,38,138 72,42,01,872 Foreign Currency Convertible Bonds 1,45,42,80,486 1,34,16,40,000

TOTAL 2,63,44,67,832 2,12,26,04,747

28,00,00,000

[Figures in Rupees]

Particulars As at As at March 31, 2009 March 31, 2008

30


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31


Schedules forming part of Balance Sheet as at March 31, 2009

SCHEDULE 6 : INVESTMENTS

At cost [Trade, unquoted]333 Equity Shares of Rs.30 each fully paid-up of 9,990 9,990

Bombay Mercantile Co-operative Bank Limited40 Equity Shares of Rs.25 each fully paid-up of 1,000 1,000

Rupee Co-operative Bank Limited10000 Equity Shares of Rs.10 each fully paid-up 1,00,000 1,00,000

of The Shamrao Vithal Co-op Bank Limited4000 Equity Shares of Rs. 25 each fully paid-up of 1,00,000 1,00,000

The Thane Janta Kalyan Sahakari Bank Limited

Investments in Government Securities 10,000 --

Investments in Mutual Funds [As detailed below] 3,71,48,468 5,21,66,011

TOTAL 3,73,69,458 5,23,77,001

INVESTMENTS IN MUTUAL FUNDS

Units Particulars As at As at March 31, 2009 March 31, 2008

159765 DSP Merill Lynch - Tiger Fund - Dividend 50,00,000 50,00,000

91324 HDFC Equity Fund - Dividend 50,00,000 50,00,000

1910379 SBI Arbitrage Opportunities Fund - Dividend Reinvestment -- 2,10,85,697

1006 Reliance Liquid Plus Fund - Weekly Dividend Reinvestment 11,36,401 10,62,432

1977075 Reliance Natural Resources Fund 2,00,17,882 2,00,17,882

200 NCD CFIL Series 2,02,00,000 --

5,13,54,283 5,21,66,011

Less : Provision Diminution in value of Investments 1,42,05,815 --

TOTAL 3,71,48,468 5,21,66,011

[Figures in Rupees]

Particulars As at As atMarch 31, 2009 March 31, 2008

32


Schedules forming part of Balance Sheet as at March 31, 2009[Figures in Rupees]


SCHEDULE 7 : CURRENT ASSETS, LOANS AND ADVANCES

INVENTORIES [As taken, valued and certified by the management]Raw materials 1,36,08,37,730 95,22,02,281Packing materials 17,34,43,333 15,30,29,469Finished goods 27,59,59,705 3,77,01,930 Semi-finished goods 30,76,77,472 8,25,30,201Fuel 11,43,197 8,81,689Stationery 4,51,908 6,24,506Lab Chemicals & Glasswares 16,23,125 19,68,924Stores and spare parts 65,72,202 25,88,460

Sub-Total [a] 2,12,77,08,672 1,23,15,27,460SUNDRY DEBTORS [Unsecured considered good]Over six months 3,65,75,550 2,78,85,748Others 2,77,47,97,927 1,61,12,03,293

Sub-Total [b] 2,81,13,73,477 1,63,90,89,041Cash and bank balancesCash in hand [Including Imprest Cash] 24,11,231 53,15,982 Balance with scheduled Banks

In current accounts 3,95,96,516 1,32,42,768 In margin money accounts 5,17,86,672 2,11,44,658In fixed deposits 6,45,83,707 54,64,20,385Cheques in hand -- 44,54,491

Sub-Total [c] 15,83,78,126 59,05,78,284

LOANS AND ADVANCES Advance recoverable in cash or kind for value to be received 1,17,09,981 3,25,35,817Cenvat Credit and Balance in PLA 1,64,16,242 61,53,880Prepaid expenses 1,18,75,635 1,02,62,477 Security deposits 74,33,230 48,32,398Advance to Staff and Others 21,21,864 21,06,742 Advance Tax and TDS 3,57,57,037 6,81,38,535

Sub-Total [d] 8,53,13,989 12,40,29,849

[a] + [b] + [c] + [d] TOTAL 5,18,27,74,264 3,58,52,24,634

SCHEDULE 8 : CURRENT LIABILITIES

Sundry Creditors for Goods 49,38,99,324 32,34,04,128Sundry Creditors for Capital Goods 2,30,55,619 1,80,74,081 Sundry Creditors for Expenses 5,28,15,227 3,75,66,152Other Current Liabilities [including unclaimed dividend - Rs. 21,98,135] 3,27,29,654 85,45,511Temporary Bank Overdraft 31,54,642 1,79,144

TOTAL 60,56,54,466 38,77,69,016

33


Schedules forming part of Balance Sheet as at March 31, 2009[Figures in Rupees]


SCHEDULE 9 : PROVISIONS

Provision for Income Tax and Fringe Benefit Tax 7,40,75,007 8,77,62,611 Proposed Dividend [including dividend tax] 5,00,55,878 4,90,02,923Provision for Premium on Redemption of FCCBs 20,93,88,826 --

TOTAL 33,35,19,711 13,67,65,534

SCHEDULE 10 : MISCELLANEOUS EXPENDITURE [To the extent not written off or adjusted]

Preliminary Expenses 7,60,051 14,22,486Public Issue Expenses 5,19,761 10,77,532Exhibition Expenses 13,28,444 26,76,889

TOTAL 26,08,256 51,76,907

34


Schedules forming part of the Profit and Loss Account for the year ended March 31, 2009[Figures in Rupees]


March 31, 2009 March 31, 2008

For the year ended

SCHEDULE 11 : OTHER INCOME

Dividend Income [From Mutual Funds and Co-op. Banks] 3,63,317 42,97,510 Interest on Bank Deposit 2,37,17,624 82,06,554Other Interest 25,346 12,898Miscellaneous Income -- 1,05,100 Rent Received 6,56,125 --Profit on Sale of Fixed Assets 2,71,177 1,29,080Sale of Scrap 43,08,972 23,02,331Profit on Redemption of Mutual Fund 15,009 --

TOTAL 2,93,57,570 1,50,53,473

SCHEDULE 12 : INCREASE IN INVENTORY

Closing Stock :Finished Goods 27,59,59,705 3,77,01,930Semi-Finished Goods 30,76,77,472 8,25,30,201

58,36,37,177 12,02,32,131Less : Opening StockFinished Goods 3,77,01,930 1,13,41,281 Semi-Finished Goods 8,25,30,201 7,59,13,527

12,02,32,131 8,72,54,808

TOTAL 46,34,05,046 3,29,77,323

SCHEDULE 13 : MATERIALS CONSUMED

Opening Stock 1,10,52,31,750 52,63,62,166Add: Purchases during the year 8,27,32,37,777 6,00,07,58,403

9,37,84,69,527 6,52,71,20,569Less: Closing Stock 1,53,42,81,063 1,10,52,31,750

TOTAL 7,84,41,88,464 5,42,18,88,819

SCHEDULE 14 : MANUFACTURING EXPENSES

Carriage Inward 1,60,42,180 1,44,22,328Commission on Purchases 18,35,729 4,85,932Consumable Stores & Accessories 1,60,10,242 1,03,74,892Contract Labour Charges 5,44,41,160 2,67,80,814Factory Cleaning Charges 1,71,24,752 1,24,01,021 Insurance Charges 1,05,37,166 50,32,996Lab Chemicals and Glasswares 87,74,870 56,63,323Labour, Wages and Salaries 8,88,10,585 6,21,87,983 Other Manufacturing Expenses 36,70,930 34,82,556 Power and Fuel Charges 9,11,15,496 6,45,20,794Repairs & Maintenance 64,89,438 14,15,439 Security Charges 1,24,56,289 70,88,673Testing Charges 28,83,009 28,52,569

TOTAL 33,01,91,846 21,67,09,320

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Schedules forming part of the Profit and Loss Account for the year ended March 31, 2009

SCHEDULE 15 : ADMINISTRATIVE SALES AND OTHER EXPENSES

Advertising and Publicity Expenses 9,58,654 14,35,180 Payment to Auditors 9,28,560 3,54,305 Conveyance, Travelling and Motor Car Expenses 1,01,88,868 48,73,478 Directors' Remuneration 1,82,79,516 78,39,085Carriage Outward 34,47,333 10,29,592Keyman Insurance Premium 20,54,964 19,06,427Donation 1,28,502 1,70,102Director Sitting Fees -- 20,000Commission, Rebate and Discount 1,69,75,439 38,16,449Membership and Subscription 27,062 17,482Miscellaneous Expenditure Written off 12,20,206 12,28,043Exhibition and Conference Expenses 46,31,237 13,48,445Office Electricity Expenses 28,20,724 5,38,812 Other Miscellaneous Expenses 29,72,547 9,02,220Postage and Courier Expenses 17,46,847 6,31,093Printing and Stationery 60,13,993 43,35,620 Professional and Consultancy Charges 1,31,73,972 67,78,303 Rent, Rates and Taxes 54,04,745 41,39,430

Repairs and Maintenance- Building 29,49,346 7,53,615- Utility, Office Equipments, Computers and Software 1,14,61,696 17,11,043

Salaries 2,28,95,445 69,16,547 Business Development Expenses 11,76,680 10,44,418 Staff and Labour Welfare Expenses 1,07,14,912 66,76,684Stamp Duty & Franking Expenses 29,82,962 6,95,926Telephone Charges 66,69,980 24,16,986

TOTAL 14,98,24,190 6,15,79,285

SCHEDULE 16 : INTEREST AND FINANCIAL CHARGES

Bank Charges and Commission, 2,30,53,192 64,54,551Interest Paid 51,79,78,939 24,21,64,639

TOTAL 54,10,32,131 24,86,19,190

[Figures in Rupees]

Particulars For the year ended For the year ended

March 31, 2009 March 31, 2008

36


SCHEDULE – 17 :

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2009

1. Significant Accounting Policies :

I. Basis of Accounting :

The financial statements are prepared under the historical cost convention on a going concern basis. The Company generally follows the mercantile system of accounting and recognises the income and expenditure on accrual basis except those with significant uncertainties and comply with accounting standards issued by The Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956.

II. Fixed Assets :Fixed Assets are stated at cost of acquisition or construction, including taxes and pre-operative expenses capitalised less accumulated depreciation.

III. Impairment of Assets :

The carrying amount of assets are reviewed at each Balance Sheet date, if there is any indication of impairment based on internal / external factors. An asset is impaired when the carrying amount of the asset exceed the recoverable amount. An impairment loss is charged to the Profit and Loss Account in the year in which the Asset is identified as being impaired.

IV. Depreciation :

a] The Depreciation on Fixed Assets is provided on straight-line method, in accordance with the Schedule XIV of the Companies Act, 1956.

b] The Depreciation on assets added during the year has been provided on pro-rata basis with reference to the date on which the assets were put to use.

c] No depreciation has been provided on the fixed assets, which have not been put to use during the year.

V. Valuation of Inventories :

a] Raw material, Packing material, Consumable Stores and spares are valued at lower of cost or net realisable value.

b] Work-in-Progress and Finished goods are valued at lower of cost or net realisable value.

c] Work-in-Progress and Finished goods include cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

VI. Investments :

The long term investments [unquoted] are stated at cost. The Income from investments is accounted for when received. The provision for diminution in value of other investments have been made considering their realisable value as at the end of financial year.

VII. Provisions :

The provisions are recognized when the Company has a present obligation as a result of past events; it is more likely that an outflow of resources will be required to settle the obligation and the amount have been reliably estimated.

VIII. Employees Benefits :

Short Term Employee Benefits

All employee benefits payable within twelve months of rendering service are recognized in the period in which the employee renders the related service.

Post Employment / Retirement Benefits

Contribution to Defined Contribution Plans such as Provident Fund etc., are charged to the Profit and Loss Account as incurred.

Gratuity

As per AS - 15 (Revised) 2005 of ICAI read with Accounting Standard Board guidance, the provision for liability in respect of gratuity has not been computed and provided by the Company in the books for the period under review, for which we are unable to express our opinion about the implication on the current year profit of the Company and also the accumulated reserves of the company.

37


IX. Interest Cost :

The interest costs incurred in connection with the borrowing of the funds are charged to revenue on accrual basis except those which are directly attributable to the acquisition of the fixed assets. In respect of the borrowings made for aquisition of the Fixed Assets, the interest as incurred upto the date when the respective assets are put to use is capitalised.

X. Revenue Recognition :

The gross sales are inclusive of excise duty, but net of sales tax, returns and trade discounts. The Company recognizes sales when significant risks and rewards related to ownership are transferred to the buyers.

XI. Taxation :

The Provision for current income tax liability is ascertained on the basis of assessable profits computed in accordance with the provisions of Income Tax Act, 1961.

Deferred Tax is recognized, subject to the consideration of prudence, on timing of differences, being the difference between taxable income and accounting income that originate in one period and are capable of being reversed in one or more subsequent periods.

The provision for Fringe Benefit Tax is ascertained on the basis of Fringe Benefits assessable value as per the provisions of the Income Tax Act, 1961.

In case where the Tax Assessments have been completed but the appeals are pending, the tax payments have been set-off against the provision in the Balance Sheet. The appropriate disclosures have been made towards Contingent liabilities, if any.

XII. Miscellaneous Expenditure :

One-Tenth of Preliminary and Public Issue Expenses and One Third of Exhibition Expenses of Ankur Drugs and Pharma Limited and One-Fifth of Preliminary Expenses of Vaibhav Healthcare Private Limited have been written off during the year.

XIII. Accounting for CENVAT Credit :

CENVAT benefit is accounted for by reducing the purchase cost of Materials/ Fixed Assets, where CENVAT credit is available.

XIV. Earnings Per Share :

The earnings considered in ascertaining the Company's EPS are computed as per Accounting Standard 20 on “Earning Per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

2. Zero Coupon Foreign Currency Convertible Bonds (FCCBs] :

i] Out of US$ 12 million FCCBs [12000 Bonds of US$ 1000 each] as at April 1, 2008, US$ 3 million FCCBs [3000 Bonds of US$ 1000 each] were converted into 9,14,517 equity shares during the Financial Year ended March 31, 2009, at a conversion price of Rs.165 per share [at the then prevailing exchange rate of $ 1 = Rs. 45.895]. The balance of US$ 9 million FCCBs underlying 27,53,700 Equity Shares were outstanding as at March 31, 2009.

The said FCCBs are due for conversion on or before May 31, 2011.

ii] US$ 20 million FCCBs [20000 Bonds of US$ 1000 each] underlying 28,24,643 Equity Shares were outstanding as at March 31, 2009.

The said FCCBs are due for conversion on or before December 27, 2012.

iii] The provision for Premium on Redemption of FCCBs to the tune of Rs. 2093.89 Lacs have been computed on pro rata basis for the period up to March 31, 2009. [P.Y. Rs. Nil] and charged to Profit and Loss Account

38


3. Foreign Exchange Differences :

On account of various factors and further considering an amendment to Schedule VI of the Companies Act, 1956 withdrawing the requirement to adjust changes in the amounts of liability relating to loans/ liabilities in foreign currency attributable to Fixed Assets acquired by the Company in the cost of the respective Fixed Assets, the Company has decidedthat it would be more appropriate to account for the change in foreign exchange rates, as the profit or loss of the Company for the year in which the changes take place without adjusting the amount of the change in the cost of Fixed Assets.

The Accounting policy is in line with the Accounting Standard “AS” 11, “The Effect of Changes in Foreign Exchange Rates”.

Accordingly, in respect of the year ended March 31, 2009, the exchange difference relating to Foreign Currency Loans and FCCBs to the tune of Rs.2613.06 Lacs [Previous Year Rs. Nil] has been charged to Profit and Loss Account.

4. Contingent Liabilities :

a] In respect of guarantees given by banks on behalf of the Company Rs. 183.04 Lacs [Previous Year Rs. 183.04 Lacs], the Company has kept Rs. 106.84 Lacs [Previous Year Rs. 103.82 Lacs] in Fixed Deposit with Banks.

b] Claims against the Company not acknowledged as debts: Income Tax Demand Rs.18.62 Lacs [Previous Year Rs.18.62 Lacs] represents the claims where the dispute is pending with the ITAT, Mumbai. However the company has paid the said amount pending dispute with ITAT

c] Estimated amount of contracts remaining to be executed on capital account [net of advance] for Rs.3817 Lacs [Previous Year Rs. 2378 Lacs]

5. Securities for Secured Loans

I. Term Loan

a] For Daman Unit

Term Loans amounting to Rs.40,00,526 secured by way of first charge/assignment ranking pari-passu interse the lenders, are as under :

i] First charge by mortgage on all the movable and immovable fixed assets situated at Plot No. 3 & 4, Survey No. 168, Dabhel Industrial Co-operative Society Limited, Village Dabhel, Nani Daman [U.T.] - 396 210

ii] Second charge over all the movable and immovable fixed assets situated at Village Makhnu Majra, Taluka - Nalagarh, P.O. Baddi, District Solan [H.P.] - 173 205 along with working capital bankers.

iii] Second charge over current assets of the Company along with other term lenders;

iv] Personal Guarantee of Mr. Purnandu Jain, Chairman and Managing Director of the Company.

b] For Himachal Unit II

Term Loans amounting to Rs. 1,20,09,56,897 secured by way of first charge/assignment ranking pari-passu interse the lenders, are as under :

i] First charge over all the movable and immovable fixed assets situated at Village Makhnu Majra, Taluka - Nalagarh, P.O. Baddi, District Solan [H.P.] - 173 205

ii] Second charge by mortgage on all the movable and immovable fixed assets situated at Plot No. 3 & 4, Survey No. 168, Dabhel Industrial Co-operative Society Limited, Village Dabhel, Nani Daman [U.T.] - 396 210 along with working capital bankers

iii] Second charge over current assets of the Company along with other term lenders.

iv] Personal Guarantee of Mr. Purnandu Jain, Chairman and Managing Director of the Company.

c] For Himachal Unit I

Term Loans amounting to Rs. 69,20,80,224 secured by way of first charge/assignment ranking pari-passu interse the lenders, are as under :

I] First charge over all the movable and immovable fixed assets situated at Village Manakpur, P.O. Lodhimajra, Nalagarh, District Solan [H.P.]-174 101.

ii] Second charge over current assets of the Company along with other term lenders

iii] Personal Guarantee of Mr. Purnandu Jain, Chairman and Managing Director of the Company.

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Particulars

d] For Office Premises

Term Loans amounting to Rs. 15,58,11,936 secured by way of first charge / assignment interse the lenders, are as under :thi] First charge over office premises at 20 Floor, Lotus Business Park, Off. Andheri Link Road, Andheri [West],

Mumbai - 400 053.

ii] Personal Guarantee of Mr. Purnandu Jain, Chairman and Managing Director of the Company

II. Working Capital Loan

Cash Credit amounting to Rs. 2,74,75,96,141 is secured by way of first charge/assignment ranking pari-passu interse the lenders are as under :

i] First charge over current assets of the Company.

ii] Second charge over all the movable and immovable fixed assets situated at Village Makhnu Majra, Taluka - Nalagarh, P.O. Baddi, District Solan [H.P.] - 173 205 along with other term lenders.

iii] Second charge over all the movable and immovable fixed assets situated at Plot No. 3 & 4, Survey No. 168, Dabhel Industrial Co-operative Society Limited, Village Dabhel, Nani Daman [U.T.] - 396 210, along with term lenders.

iv] Second charge over all the movable and immovable fixed assets situated at Village Manakpur, P.O. Lodhimajra, Taluka - Nalagarh, District Solan [H.P.]-174 101.

v] Personal Guarantee of Mr. Purnandu Jain, Chairman and Managing Director of the Company.

III. Vehicle Loan

Vehicle Loan of amounting to Rs. 1,21,24,917 is secured by hypothecation of specific vehicles against which the loans have been taken.

6. Deferred Tax

[A] In accordance with “Accounting Standard 22” on Accounting for Taxes on Income issued by the Institute of Chartered Accountants of India, the Company has Deferred Tax liability of Rs. 24,26,58,734 which is arrived after Deferred Tax charge of Rs. 14,39,15,254 to Profit and Loss account. However the MAT credit has not been recognised.

[B] In compliance of Accounting Standard-22 on “Accounting for Taxes on Income” issued by The Institute of Chartered Accountants of India, the break up of deferred tax assets and liability are given below : [Figures in Rupees]

As at As at March 31, 2009 March 31, 2008

Deferred Tax Liability 24,26,58,734 9,87,43,480

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7. Earning per Share

In compliance of Accounting Standard-20 on “Earning Per Share” issued by The Institute of Chartered Accountants of India, the computation of Earning per share [Basic and Diluted] is as under :

Particulars 2008-2009 2007-2008

a. Profit after Tax Rupees 37,12,64,475 63,50,22,189

b. The weighted average number of Ordinary Shares for Basic EPS Nos 1,86,15,391 1,18,06,526

c. The nominal value per Ordinary Share Rupees 10 10

d. Earnings Per Share [Basic] Rupees 19.94 53.79

e. Profit after Tax for Basic EPS Rupees 37,12,64,475 63,50,22,189

f. Add : Premium payable on outstanding Rupees 20,93,88,826 -- Foreign Currency Convertible Bonds

g. Profit after Tax for Diluted EPS Rupees 58,06,53,301 63,50,22,189

h. Number of Shares outstanding Nos 1,86,15,391 1,18,06,526

i. Add : Adjustment for Options relating to Nos 59,78,343 1,12,87,639 Foreign Currency Convertible Bonds and Share warrants

j. The weighted average number of Ordinary Shares for Diluted EPS Nos 2,45,93,734 2,30,94,165

k. Earnings Per Share [Diluted] Rupees 23.61 27.50

8. Related Party TransactionsIn accordance with the Accounting Standard 18 on 'Related Party Disclosures' issued by the Institute of Chartered Accountants of India, the transactions with the related parties of the Company are disclosed below :

Name of the related Description of Amount party with whom relation with Nature of Amount outstandingtransactions have the party Transaction 2008-2009 as at March been made 31, 2009

Purnandu Jain Chairman and Unsecured Loan Received (net) 7,52,248 1,26,83,580

Managing Director Remuneration 1,56,00,516 6,11,157

Girraj Vijayvargiya Executive Director Unsecured Loan Received -- 14,26,389

Remuneration 26,79,000 1,08,128

Vaibhav Jain Son of Chairman and Rent 2,04,000 43,119Managing Director

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9. Computation of Net Profit under Section 349 of the Companies Act, 1956 [Figures in Rupees]

Particulars 2008-09

Profit Before Tax as per Profit and Loss Account 37,12,64,475

Add: Managerial Remuneration [Excluding Sitting Fees] 1,82,79,516

Net Profit under Section 349 of the Companies Act, 1956. 38,95,43,991

Maximum Permissible Managerial Remuneration 3,89,54,399

10. Managerial Remuneration

Managerial Remuneration under section 198 of Companies Act, 1956 paid or payable during the financial year is as under :

[Figures in Rupees]

Particulars 2008-2009 2007-2008

Remuneration to Managing Director [Including Provident Fund Contribution] 1,56,00516 1,22,69,872

Remuneration to Whole Time Director [Including Provident Fund Contribution] 26,79,000 17,14,149

Directors' Sitting Fees -- 20,000

TOTAL 1,82,79,516 1,40,04,021

11. Payment to Auditors [Figures in Rupees]

Particulars 2008-2009 2007-2008

Audit fees 3,00,000 2,00,000

Tax Audit fees 50,000 25,000

Certification and other professional work 4,50,000 50,000

Out of pocket expenses 31,000 40,330

Service Tax on above payment 97,560 38,975

TOTAL 9,28,560 3,54,305

12. Capacity and Production

Installed Capacity * Actual Production

2008-09 2007-08 2008-09 2007-08

Tablets Million Numbers 14400.00 14400.00 9520.00 7649.93

Capsules Million Numbers 2579.00 2579.00 2002.00 1781.23

Dry Syrups Million Bottles 48.00 48.00 43.75 48.98

Liquid Orals Million Bottles 54.00 54.00 46.00 45.37

Effervescent Tablets Million Numbers 300.00 -- 56.90 --

Ointments Million Tubes 30.00 -- 8.25 --

Oral Powder Million Sachets 15.00 -- 4.10 1.23

* Installed Capacity based on 300 days & 2 Shifts

Product Formulation Units

42


Product Formulation Units

Particulars Units

13. Details of Sales including Job Work

SALES

2008-09 2007-08

Quantity Amount [Rs.] Quantity Amount [Rs.]

[A] Manufacturing Sales including job work

Tablets Million Nos. 9411.45 6,79,67,96,360 7649.93 4,78,09,88,743

Capsules Million Nos. 1988.86 1,11,83,42,536 1781.23 94,48,97,644

Dry Syrups Million Bottles 43.55 77,32,09,348 48.98 62,07,33,798

Liquid Orals Million Bottles 45.74 62,07,33,798 45.37 38,44,98,261

Oral Powder Million Sachets 4.11 1,87,17,299 1.23 16,35,022

Effervesent Tablets Million Nos. 56.83 6,47,54,690 -- --

Ointments Million Tubes 8.18 6,70,71,787 -- --

TOTAL [A] 11558.72 9,45,96,25,818 9526.74 6,73,27,53,468

[B] Trading Sales

Bulk Drug -- 19,35,81,259 -- 22,21,168

TOTAL [B] 19,35,81,259 -- 22,21,168

TOTAL [A] + [B] -- 9,65,32,07,077 -- 6,73,49,74,636

14. Details of Raw Materials Consumed and Goods Purchased

[Active Bulk Drugs and Other Materials]

2008-2009 2007-2008

Quantity Amount [Rs.] Quantity Amount [Rs.]

Opening Stock KGs./Ltrs 1904268 95,22,02,281 988767 45,92,42,582

Add : Purchases/Stock Transfer[net] KGs./Ltrs 7563874 7,28,32,82,219 9757895 5,01,05,45,834

Sub-Total KGs/Ltrs 9468142 8,23,54,84,500 10746662 5,46,97,88,416

Less : Closing Stock KGs./Ltrs 758979 1,36,08,37,730 1904268 95,22,02,281

Raw Materials Consumed KGs./Ltrs 8709163 6,87,46,46,770 8842934 4,51,75,86,135

Packing Materials Consumed 96,95,41,694 90,43,02,684

Materials Consumed TOTAL 7,84,41,88,464 5,42,18,88,819

Notes : [a] It is not practical to furnish quantitative information in respect of individual items in view of the wide/ different types of pharmaceutical formulations.

[b] As the Company maintains its records in quantity only, the figures shown as consumption are balancing figures, ascertained on the basis of opening stock, purchases and closing stock.

[c] The above figures are after adjustment of excesses and shortages ascertained on physical count and write off of obsolete and other items.

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Particulars

Particulars

Particulars

15. Value of Imported/Indigenous Materials Consumed [Figures in Rupees]

2008-2009 2007-2008

Amount Percentage Amount Percentage

Indigenous 7,58,73,75,894 96.73 % 5,3795,56,275 99.22 %

Imported [Excluding purchases on High seas basis] 25,68,12,570 3.27 % 4,23,32,544 0.78 %

TOTAL 7,84,41,88,464 100.00 % 5,42,18,88,819 100.00 %

16. Value of Imported/Indigenous stores and spare parts consumed [Figures in Rupees]

2008-2009 2007-2008

Amount Percentage Amount Percentage

Indigenous 1,58,60,174 99.06% 1,03,74,892 100.00%

Imported 1,50,068 0.94% -- --

TOTAL 1,60,10,242 100.00% 1,03,74,892 100.00%

17. Expenditure in foreign currency[Figures in Rupees]

2008-2009 2007-2008

Foreign traveling expenses 7,23,982 69,87,977

FCCBs issue expenses -- 1,31,88,668

Exhibition expenses 14,71,932 32,64,027

Sitting fees -- 20,000

Interest and other charges on Foreign Currency Loans 1,44,80,372 1,71,96,336

Technical know-how/Professional fees 34,91,779 7,76,20,737

TOTAL 2,01,68,065 11,82,77,745

18. Earnings in foreign exchange[Figures in Rupees]

Particulars 2008-2009 2007-2008

Interest Income 2,09,89,221 69,94,557

19. Value of Imports on CIF Basis[Figures in Rupees]

Particulars 2008-2009 2007-2008

Capital Goods [Including Advances] 25,72,02,477 65,33,60,642

Raw Materials, Stores and Spares 27,11,98,006 4,23,32,544

TOTAL 52,84,00,483 69,56,93,186

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20. The Company operates in a single business segment viz. “Pharmaceutical Formulations” and therefore in the context of Accounting Standard No. 17, disclosure of segment wise information is not applicable.

21. The Company does not possess information as to which of its suppliers are Ancillary Industrial Undertaking/Small Scale Industrial Undertakings holding permanent registration certificate issued by the Directorate of Industries of a State or Union Territory. Consequently the liability, if any, of interest which would be payable under 'The Interest on delayed payments to Small Scale and Ancillary Industrial Undertakings Act, 1993', cannot be ascertained. However, the Company has not received any claims in respect of such interest and therefore, no provision has been made in the books of account.

22. In the opinion of the Board of Directors, the current assets and loans and advances have value on realisation at least equal to the amount at which they are stated in the Balance Sheet and provision for all known and determined liabilities is adequate and not in excess of amount reasonably required.

23. The unsecured loans, current liabilities, sundry debtors and loans and advances are subject to reconciliation.

24. The previous year's figures have been regrouped, reclassified and recast wherever considered necessary.










45


BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. Balance Sheet Dated March 31, 2009 Registration No. 11- 85410 State Code 11

II. Capital raised during the year

Public Issue N I L Rights Issue N I L Bonus Issue N I L Private Placement N I L

III. Position of Mobilisation and Deployment of Funds [Amount Rs. in Thousand]

Total Liabilities 1,04,06,164 Total Assets 1,04,06,164

Sources of funds Application of funds

Paid-up Capital * 2,86,331 Net Fixed Assets * * 61,22,586

Reserves & Surplus 24,30,135 Investments 37,370

Secured Loans 48,12,571 Net Current Assets 42,43,600

Unsecured Loans 26,34,468 Miscellaneous Expenditure 2,608

Deferred Tax Liability 2,42,659

* Includes Equity Share Warrants Application money Rupees 1,00,177 [87,177] thousand* * Includes Capital Work In Progress of Rupees 26,61,039 [33,14,871 ] thousand.

IV. Performance of Company [Amount Rs. in Thousand]

Profit Before TaxTurnover [Net] 96,53,207 [including prior period and 5,89,163

net of extraordinary items]

Total Expenditure [Net] 90,64,044 Profit After Tax 3,71,264[including prior period]

Earning per share [Rs.] 19.94 Dividend Rate 22.50 %

V. Generic Names of Three Principal Products/service of Company [as per monetary Term]

Item Code No. [ITC Code] 3 0 0 3 3 9 - 0 0

Product Description Tablets - Formulations

Capsules - Formulations

Dry Syrups - Formulations

Liquid Orals - Formulations

Ointments - Formulations

Oral Powders - Formulations

Insta-use Suspension - Formulations










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