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Aanjaneya Lifecare Limited | Annual report, 2011-12

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Aanjaneya House, No. 34, Postal Colony, Chembur, Mumbai - 400 071.

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LINK INTIME INDIA PRIVATE LIMITED

UNIT: AANJANEYA LIFECARE LIMITED

C/13, Pannalal Mills Compound,

L.B.S. Marg, Bhadup (West)

Mumbai- 400078

A [email protected]

Cautionary statementIn this annual report we have disclosed forward-looking information

to enable investors to comprehend our prospects and take informed

investment decisions. This report and other statements - written and

oral - that we periodically make contain forward-looking statements

that set out anticipated results based on the management’s plans and

assumptions. Wherever possible, we have tried to identify such

statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’,

‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance

in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be

realised, although we believe we have been prudent in assumptions.

The achievement of results is subjects to risks, uncertainties and

even inaccurate assumptions.

Should known or unknown risks or uncertainties materialise, or

should underlying assumptions prove inaccurate, actual results could

vary materially from those anticipated, estimated or projected.

We undertake no obligation to publicly update any forward-looking

statements, whether as a result of new information, future events or

otherwise.

CORPORATE SNAPSHOT

AANJANEYALIFECARE LIMITEDIS THE THIRD-LARGESTQUININE SALTSMANUFACTURERIN THE WORLD.

BusinessAanjaneya Lifecare

Limited is an vertically

integrated pharmaceutical

company engaged in

CRAMS and

manufacturing Active

Pharmaceutical

Ingredients and Finished

Dosage Forms.

FacilitiesThe Company (post

acquisition) has three API

manufacturing facilities in

Mahad and Hyderabad

while formulations are

prepared in Pune. The

Company has a dedicated

R&D block in Mahad to

manufacture highly

potent anti-cancer

products (from 100 to

500 grams).

CertificationsThe Company’s

manufacturing units

comply with stringent

global good

manufacturing practices.

The Mahad plant is WHO-

GMP certified, it was

awarded the ISO

14001:2004

(Environment

Management System), ISO

9001:2008 & ISO

22000:2008, & ISO

18000 (OHSAS)

certifications by BSI

Systems.

The Pune plant is WHO-

GMP and ISO 9001:2008-

certified.

The Hyderabad unit is

WHO GMP & ISO

9001:2008, ISO

14001:2008- certified

TherapeuticsegmentsAPIs: The Company

manufactures second-

generation anti-malarial

APIs like quinine and its

salts and third generation

anti-malarial products like

Artemisinin-based salts,

Niche APIs , Ace Inhibitors,

CNS, ARVs and Pain

Management.

FDFs: The Company

engages in contract

manufacture for leading

Indian pharmaceutical

brands namely

Wockhardt, Cipla, Zydus

Cadila , Lupin and

Glenmark, among others,

The Company has its own

distribution network pan-

India for its range of

branded generics and the

Company exports its

range of branded

formulations to 60

countries worldwide.

CRAMS: The Company is

engaged in the

manufacture of advance

intermediates and APIs for

global clients.

Promoters’holding

March 31, 2012

57.51%

Team size

March 31, 2012

300Revenue (Rs crore)

2011-12

479.96

EBIDTA(Rs crore)

2011-12

107.76

Marketcapitalisation

(Rs crore)

March 31, 2012

758.10

THE YEAR 2011-12 WAS ACHALLENGING ONE FOR MOSTCOMPANIES ACROSS SECTORS. IT WAS A HAPPY YEAR ATAANJANEYA. OUR TOPLINEINCREASED 50%. OURBOTTOMLINE JUMPED 14%. AND THE GROWTH STORY HASJUST BEGUN…

2 Aanjaneya Lifecare Limited

IN 2012-13, WE EXPECT TOREPLICATE IN A SINGLE YEARWHAT WE ACHIEVED IN THEPREVIOUS THREE YEARS.

3Annual Report 2011-12

PAT growth(achieved)

CAGR from FY 2008 to

FY 2012

105%

Topline growth(achieved)


FY 2012

116%

EBITDA growth(achieved)


FY 2012

115%

Healthy DebtEquity Ratio

2011-12

0.85

Revenues from

the API business

grew 52.46% from

`18,860 lacs in

2010-11 to `28,753

lacs

Revenues from

the formulations

business grew

46.69% from

`13,097 lacs in

2010-11 to `19,211

lacs

Invested `15,891

lacs in

infrastructure

creation and

capability building

Acquired assets

of Apex Drugs and

Intermediates

Limited for `250

crore

Nominated for the

Emerging Company

of The Year 2011

and India’s Most

Technically &

Scientifically

Advanced

Pharmaceutical

Manufacturing Unit

of the Year 2011 at

the 4th Annual

Pharmaceutical

Leadership Summit

& Awards 2011

Dr Kannan

Vishwanath,

Managing Director,

received The

Outstanding

Entrepreneur of the

Year 2011 at the

second edition of

the Asia Pacific

Entrepreneurship

Awards 2011

Post-balancesheetdevelopmentsReceived Board

approval to raise

US$ 75 million

through the issue of

securities and

foreign currency

convertible bonds

to qualified

institutional buyers

(QIBs) and fund

ongoing capex and

inorganic initiatives.


Revenue growth

Over 2010-11

50%

EBIDTA growth

Over 2010-11

52%

Profit after taxgrowth

Over 2010-11

14%

Cash profitgrowth

Over 2010-11

47%

Book valuegrowth per share

Over 2010-11

42%

2011-12 IN RETROSPECT


BUSINESS MODEL

EXPORTS

To large multinationals

PUNE (FORMULATIONS UNIT)Lozenges, liquids and topicalsThe unit has a basket of 150

products

LICENSED UNIT(TABLET BLOCK)

Tablet capacity at 50 million

MAHAD (API UNIT)

Quinine salts

EXPORTSIn-house team and local distributors

in each nation

RX PHARMA Marketing and

distribution arm for India

EBIDTA (` in lacs)

2009-10

2010-11

2011-12

2,979

7,084

10,776

Revenue (` in lacs)

Revenue split (2011-12)

APIs59.97%

Formulations40.03%

Revenue split (2010-11)

2009-10

2010-11

2011-12

16,167

32,026

47,996

Profit after tax (` in lacs)

2009-10

2010-11

2011-12

1,508

3,601

4,103

Cash profit (` in lacs)

2009-10

2010-11

2011-12

1,596

3,860

5,669

Book value per share (`)

2009-10

2010-11

2011-12

86.16

177.37

251.89

Earning per share (`)

2009-10

2010-11

2011-12

30.34

52.00

34.42

APIs59.11%

Formulations40.89%


Over the decades, quinine,

made from herbal extracts,

emerged as the

‘paracetamol’ for malaria.

Countering malaria.

Healing mankind.

Aanjaneya leveraged the

quinine opportunity

through the following

initiatives:

We are the world’s

third-largest manufacturer

of quinine products (APIs)

and the second-largest in

India (capacity 500 MTPA).

We established

enduring relations with

African farmers and Indian

suppliers to source

cinchona bark, the critical

quinine ingredient.

We emerged as one of

the most cost-effective

quinine manufacturers

due to our two-decade

extraction expertise, in-

house equipment design

and stringent process

parameters.

We received

registrations for Quinine

Sulphate and other salts

from the USFDA, EU and

Canadian regulatory

authorities between 2010

and 2011, opening large

and remunerative markets.

The result: More than

50% of our quinine salts

production capacity is

usually booked by our

customers at the start of

the year in a business

segment that accounted

for 60% of the Company’s

revenues in 2011-12.

MALARIA INFECTS 350-500 MILLION PEOPLE ANNUALLY.IT ACCOUNTS FOR A MILLION DEATHS PER ANNUM. ITKILLS A CHILD SOMEWHERE IN THE WORLD EVERY 30SECONDS. AND ACCOUNTS FOR ABOUT ONE IN FIVECHILDHOOD DEATHS IN AFRICA.


Limited competitionOnly nine companies globally

manufacture quinine salts.

Aanjaneya is only the second

company to receive WHO

prequalification for its

anti-malarial APIs and

formulations.



Cough syrups

predominantly use codeine,

a narcotics-based

formulation manufactured

from poppy seeds (opium).

This globally regulated

segment is controlled by

the Bureau of Narcotics

(BoN) in India, which

licenses codeine quotas

and allocates supplies.

Aanjaneya enjoys an

exclusive position in this

growing therapeutic

segment through the

following realities:

We enjoy one of the

largest codeine quotas in

India; since entry barriers

regulate competition, this

represents a significant

opportunity.

More than 70% of our

codeine syrup is purchased

by leading Indian

pharmaceutical players like

Zydus, Wockhardt and Cipla,

among others.

We graduated from a job-

worker to a price-to-price

(P2P) manufacturer for our

clients, resulting in

significantly higher margins.

We launched Rankorex

(fetches 21% more than

our P2P business), which

will account for 30% of our

output and strengthen

margins.

The result: This business

segment accounted for

10.74% of our revenues in

2011-12 and going ahead,

will translate into assured

revenues, growing liquidity

and rising margins (from our

proprietary brand).

COUGHS AND COLDS HAVE AN IRRITATING TENDENCY OFCOMING BACK. THE RESULT IS THAT THE COUGH AND COLDSEGMENT IS ONE OF THE FASTEST-GROWING AND ISPROJECTED TO GROW FROM US$ 384 MILLION IN 2009 TOUS$ 494.7 MILLION BY 2014.

Regulation a boonBureau of Narcotics has

restricted issue of new

licenses


HAVE A COUGH?POPPING A LOZENGE ISA REFLEX ACTION. AS ARESULT, LOZENGESHAVE EMERGED ASCONVENIENT, TASTEFULAND PLEASURABLE.

Aanjaneya is in the process

of graduating its lozenge

competence to a Novel

Drug Delivery System

(NDDS) that creates

formulations for common

illnesses.

Aanjaneya is doing so

through the following

initiatives:

Our lozenges provide

solutions for irregular

bowel movements,

insomnia, stress

management, smoking de-

addiction, child appetite

enhancement, prostate

cancer (cur cumin) and joint

pains across multiple

flavors.

Our Nicco Nil lozenge is a

first-of-its-kind remedy in

the world for smoking de-

addition; our Relacs is a

first-time lozenge against

insomnia in India, our

Arecta Plus, a lozenge

variant for Viagra, is a first

for India.

Our sugar-free lozenges

address the needs of

diabetic patients.

We applied for

registrations across 60


countries and received

approvals from Haiti, South

Africa, Hong Kong and the

Dominican Republic;

exports will commence

from 2012-13.

The result: Lozenges

accounted for 29.12% of

our revenues in 2011-12

but are expected to rise to

35% in 2012-13. The

Company expects to

deliver a corresponding

increase in realisations

over conventional cough

lozenges, to create a niche

and establish leadership.

Lozenge, a superiordelivery mechanism

A lozenge takes 10-12 minutes to

react as against 35-45 minutes for

a tablet. Aanjaneya’s herbal-based

lozenges eliminate the scope of

adverse side-effects


EVERY MINUTE IS CRITICAL.

THE MATURE REGULATED PHARMACEUTICAL SPACE ISMARKED BY COMPANIES POSSESSING LARGE PRODUCTPORTFOLIOS, ESTABLISHED BRANDS AND DIVERSEBUSINESS PARTNERS.

IN AN ENVIRONMENT WHERE SPEED IS OF THEESSENCE, AN INCREASING NUMBER OF PLAYERSPREFER TO ACQUIRE CAPACITIES AND COMPANIESRATHER THAN BUILD THEM FROM SCRATCH.


Over the recent past,

Aanjaneya has made

substantial progress to

acquire assets to shrink its

time-to-market through the

following initiatives:

We are set to acquire

Apex Drugs and

Intermediates Limited, a

WHO GMP-certified

company with a reactor

capacity of 705 MTPA (193

kilo litres) in 2011-12,

which would have taken

about 3-4 years to

commission and secure

approvals.

The acquired company

possesses a diversified

product basket comprising

APIs for HIV, diabetes, Ace

inhibitors and CNS, which

will graduate us

immediately into the

lifestyle segment.

We will leverage the

acquired company’s strong

presence in Asia, Europe,

UAE and Latin America; we

also gained entry into

Hyderabad, an important

pharmaceutical hub,

through their two

manufacturing facilities

We enjoy a leadership

position of select products

in India.

The result: Through this

acquisition, we will receive

an additional revenue and

EBIDTA of `200 crore and

`40 crore respectively in

2012-13. Besides, our debt-

equity declined from 1.03

as on March 31, 2011 to

0.85 as on March 31, 2012.

Business enhancingacquisition

We are set to acquire Apex Drugs

and Intermediates Limited, a WHO

GMP-certified company with a

reactor capacity of 705 MTPA

(193 kilo litres) in 2011-12


LATERAL EXTENSIONREPRESENTS AN ABILITY TOSTART AT A POINT OFCOMPETENCE AND WIDEN ONE’SPRESENCE ACROSS A NUMBEROF RELATED PRODUCTS.

THIS LATERAL EXTENSION ISPARTICULARLY RELEVANT IN ABUSINESS WHEREFORMULATORS NEED TO WORKWITH BACK-END PARTNERS WITHLARGE PRODUCT BASKETS.


Aanjaneya embarked on

this exercise to widen its

product basket through the


We are setting up two

CGMP-compliant blocks at

our Mahad facility to

manufacture six new APIs;

these blocks will be

commissioned in

September, 2012.

We are setting up an

intermediate block to

manufacture intermediates

of one new API in addition

to manufacturing

intermediate material for

third-generation,

antimalarial drugs.

We are setting up a

dedicated oncology block

to manufacture complex

oncology APIs; this will

commence operations in

December, 2012.

We will launch

Artemisinin and their salts

and APIs for a number of

therapeutic segments (HIV,

cardiovascular and CNS); an

estimated 20% of the

output will be captively

consumed to make

formulations for domestic

and international markets.

The result: the launch of

these facilities and

products in 2012-13 will

translate into a significant

growth in volumes,

revenues and profitability.

Invaluable asset,unprecedented returns

Aanjaneya acquired rights for three

complex anti-cancer drug patents –

Docetaxel, Gemcitabine

Hydrochloride and Capcitabine –

which will generate sizeable

returns following the

commissioning of its dedicated

facility in 2013-14


FROM THE HELM

“AANJANEYA IS ATAN INFLECTIONPOINT IN ITSHISTORY. FROMHERE, GROWTHWILL BE THE ONLYCONSTANT.”

The fiscal 2011-12 was

a significant year for

Aanjaneya Lifecare for

its robust performance

on the one hand and

diversity of initiatives to

accelerate this growth

on the other.

The financial year under

review commenced on

a strong note. Our

`117-crore IPO was

oversubscribed 1.11

times (retail investors

1.84 times and non-

institutional investors

2.65 times) despite a

challenging investor

environment.

Aanjaneya justified the

faith reposed by its

shareholders through its

first-ever performance

following listing. The

Company grew its

topline 50%, EBIDTA

52% and profit after

tax 14% even as most

companies were

affected by the

economic slowdown.

Our products received

increasing acceptance

in the global and

domestic markets. Our

quinine-based APIs, our

flagship business

vertical, registered a

robust 52.46% growth

in sales volumes; our

formulations business

grew 46.69% as we

strengthened the

visibility of our generic

brands. In our services

space, we added

reputed names to our P-

2-P clients. The

combination of these

initiatives translated

into stronger margins,

liquidity and brand.

The result was

increasing peer

recognition. Aanjaneya

was nominated

Emerging Company of

The Year 2011 and

India’s Most Technically

& Scientifically

Advanced

Pharmaceutical

Manufacturing Unit of

the Year 2011 at 4th

Annual Pharmaceutical

Leadership Summit &

Awards 2011.

The journey has just

begun

At Aanjaneya, we are

convinced that we will

successfully enhance

value for our

shareholders through

an ability to

significantly increase

volumes and value.

Volumes: At Aanjaneya,

we are convinced that

in a challenging and

fast-evolving industry

space, success is

derived from the ability

to engage in successful

greenfield or

brownfield projects. In

2011-12, Aanjaneya

acquired Apex Drugs

and Intermediates Ltd, a

Hyderabad-based

integrated API company

for `250 crore. The

acquisition helped the

Company achieve in

weeks what would

normally have taken

three years to

accomplish. This

acquisition immediately

added a number of APIs

in new therapeutic

segments (AIDS-HIV,

diabetes, Ace inhibitors

and CNS). Besides, this

acquisition is expected

to add about `200 crore

to our topline without

stretching our

financials.

Aanjaneya reinforced

this acquisition through

the following initiatives:

Two GMP-compliant

API blocks are expected

to commence

operations in

September 2012,

adding 10 new APIs to

the product basket.

One intermediate

block has commenced

operations in March

2012 – it manufactures

one API in addition to

intermediates for the

new API blocks.

The full benefit of the

Apex acquisition will

add to the topline.

The new 50-million

unit tableting plant will

commence operations


Two GMP-compliant API blocks are expectedto commence operations in September 2012,adding 10 new APIs to the product basket


in September, 2012.

The EU-GMP lozenge

unit will commence

operations in

September, 2012.

Value: At Aanjaneya, we

are convinced that the

higher the margins, the

stronger the cash flow,

the lower the debt, the

stronger the ability to

negotiate and the

relatively simpler way

to enhance shareholder

value. At our Company,

we are engaging in a

significant initiative to

enhance value:

extending our

formulations basket to

lozenges is one of the

most important. We are

developing lozenges as

Ethical Prescription

Dosages (EPD) across

multiple therapeutic

segments, a pioneering

initiative within the


industry.

Lozenges use the

sublingual route

(through the mouth) to

enter the bloodstream

with a nominal reaction

time of only 10-12

minutes as against most

tablets or capsules,

which disintegrate only

in the intestine with a

reaction time of 35-45

minutes. We are

optimistic that this

product superiority will

lead to stronger

prescription compliance

and consumer pull; for

instance, the US

lozenge market is

estimated at US$ 10

billion while the Indian

lozenge market is only

`1,000 crore, a

difference that is

expected to narrow. The

Company entered this

space following the

acquisition of Prophyla

in 2010, emerging

among five lozenge

manufacturers in India.

Going ahead, the

Company will produce

lozenges that address

basic health issues,

widening their

relevance. In line with

this objective, the

Company created a

dedicated R&D team to

develop lozenges as a

pharmaceutical product,

reconciling allopathic

and ayurvedic benefits.

The Company created a

large basket of unique

lozenges of which 80%

can be provided to OTC

consumers. The

Company developed a

bouquet of first-time

products with ayurvedic

active ingredients in

multiple flavours.

The Company is

reinforcing its existing

capacity (2.5 million

lozenges a day) with a

completely new

lozenge block 40

million capacity) in

compliance with

EUGMP guidelines to be

commissioned in 2012-

13. The Company is

collaborating with a

marketing company

with a strong pan-India

presence to market its

lozenges. It filed

dossiers to register

lozenges in 15

countries and received

registrations from

some.

Besides, the Company

expects to enhance

value through the


We launched

Artemisinin products –

third-generation anti-

malaria therapy and

other niche APIs at its

new GMP blocks –

quinine sells for `6,000

a kg and Artemisinin-

based salts is at

`50,000 a kg; an

estimated 40% the

Artemisinin volume will

further be value-added

into formulations.

We expect to

consume a larger

proportion of APIs from

the Mahad unit at our

new tableting facility

following

commissioning.

We expect to convert

about 30% of the APIs

from this unit into

formulations at our

Pune unit (new

tableting block to be

commissioned in

September 2012);

formulation sales are

expected to be four

times our API sales.

We will convert small

quinine volumes into

quinine lozenges.

Message toshareholdersWe are at an inflection

point in our history

where growth in

revenues, margins and

profits will translate

into enhanced value in

the hands of our

shareholders.

Warm regards,

Dr Kannan Vishwanath

Two GMP-compliant API blocks are 2012,adding 10 new APIs to the product basket


THEAANJANEYA

EDGE

Intellectual property

Aanjaneya’s promoter has 3 complex anti-cancer drug patents

registered in his name, which opens ahuge opportunity when the Company’sdedicated oncology block commences

operations by December 2012. TheCompany applied for 5 patents inHormone Replacement Therapy.

Integration Aanjaneya’s integrated business model (R&D,

manufacturing, marketing anddistribution), with respect to certainFinished Dosage Forms will enable

the Company to climb the valuechain, reduce costs, reduce

outsourcing and reinforce itsindustry standing.

Unique license

The Company has the third-largestcodeine procurement license inIndia, allowing it to manufacturecodeine-based cough syrups for

prominent brands like Corex(Pfizer), Phensedyl (Nicholas

Piramal) and Ricodex (Wockhardt).

CertificationThe Company’s manufacturing

units at Mahad and Pune are GMP and ISO 9001:2008-certified. The Mahadunit also received the ISO 14001:2004(Environment Management System), ISO22000:2005 certification and Certificate

of Suitability from EDQM for QuinineSulphate. These certifications allow

the Company to market products in regulated and semi-

regulated markets.

FlexibilityAanjaneya’s API and formulation

equipment provide the flexibility tomanufacture a variety of APIs and

intermediates by altering the inputmix, process parameters andfollowing cleaning validation

procedures.

LiquidityThe Company’s comfortable debt-

equity ratio of 0.85 (March 31, 2012),strong interest cover of 3.97 (2011-12)and cash/bank balance of `4.40 crore

provides it with a robust foundation. Itsproposed issue of US$ 75 million

foreign currency convertible bonds to QIBs will fund growth across

the foreseeable future.

Leadershipposition

Aanjaneya is the world’s third-largestmanufacturer of quinine salts. The

Company climbed the value chain andcommenced the commercial production

of third-generation, anti-malarialremedies (Artemisinin-based salts),

securing its leadership.

Expertise Aanjaneya possesses more than

20 years of expertise in extractingmedicinal juices from plants and herbs.

As an integrated manufacturer ofherbal formulations, the Company

introduced its own brand of FinishedDosages (LivChek and Prosils)

in the semi-regulated and Indian markets.

Economic overviewGlobal economy: The global

economic environment, which was

tenuous at best through the early

part of 2011, turned adverse in

September 2011. Global GDP grew

3.8% in 2011, significantly lower

than the 5.2% growth in 2010.

Capital flows to developing

countries in 2011 declined by

almost half compared with the

previous year. As per World

Economic Outlook, global economic

growth is expected to slow to 3.3%

in 2012. Economic growth in

emerging and developing economies

is expected to average 5.4% – a

significant decline from 6.2%

growth in 2011. Despite a

substantial downward revision,

developing Asia is still projected to

grow at 7.5% in 2012.

Indian economy: India’s GDP growth

declined from 8.4% in 2010-11 to

6.5% in 2011-12. GDP growth in

2011-12 was the lowest in nine

years (save 2008-09). Despite low

growth, India remained one of the

fastest-growing global economies.

Going ahead, the government

estimates a GDP growth of about

7%-plus in 2012-13. While this

appears a reasonable estimate,

inflation will continue to be a

significant challenge for the

government especially due to the

recent hikes in excise duty and

service tax in the Union Budget

2012.

MANAGEMENT DISCUSSIONAND ANALYSIS


GDP at Factor Cost by Economic Activity (at 2004-05 prices) (%)

Industry 2010-11 2011-12 (AE)

1. Agriculture, forestry & fishing 7.0 2.8

2. Mining & quarrying 5.0 -0.9

3. Manufacturing 7.6 2.5

4. Electricity, gas & water supply 3.0 7.9

5. Construction 8.0 5.3

6. Trade, hotels, transport and communication 11.1 9.9

7. Financing, insurance, real estate & business services 10.4 9.6

8. Community, social & personal services 4.5 5.8

9. GDP at factor cost 8.4 6.5

*AE – advance estimate

Composition of India’s GDP (by sector) (%)

Period Agriculture Industry Services

1990-91 29.6 27.7 42.7

2000-01 22.3 27.3 50.4

2010-11 14.5 27.8 57.7

2011-12 13.9 27.0 59.1

(Source: Reserve Bank of India, March bulletin)

The pharmaceutical sectorUntil not too long ago, India's

pharmaceutical space was written

off as a self-pay generics-based

market adept at product duplication;

today, the sector has claimed a

significant share of the global

market by leveraging strengths and

enhancing its regulatory and

technical maturity. The result is that

Indian formulations constitute 20%

of the global generics market by

value; the overall share of Indian-

manufactured formulations is a high

46% in the generics segment of

emerging markets.

SnapshotThe Indian pharmaceutical

industry's market size (including

export) is estimated at `1 trillion per

annum.

The Indian pharmaceutical

industry ranks third globally by drug

volume (10% of global share) and

fourteenth by value (about 3% of

global sales).

The industry is growing at around

1.6x India’s GDP growth.

The market is fragmented; more

than 10,000 firms vie for market

share; around 200 control about

70% of the market.

Indian firms produce about 60,000

generic brands across 60

therapeutic segments and

manufacture about 500 different

APIs.

The Indian formulations market

(valued at ~`48,200 crore) has

grown at a CAGR of 14-15% over

five years, driven by a convergence

of factors (rising household incomes,

increasing incidence of lifestyle-

related diseases, improving

healthcare infrastructure/delivery

systems and deepening national

penetration).

The Indian pharmaceutical market

growth continues to be driven by

formulations for chronic therapies;

acute therapies are expected to be

largely driven by Tier- III cities and

rural penetration.

The Indian pharmaceutical retail

market grew 15% and recorded

sales of `60,000 crore (US$ 12.20

billion) in 2011.

Macro opportunities The Indian pharmaceutical market

is expected to grow from US$ 11

billion presently to US$ 74 billion by

2020 (Source: PWC).

Population growth at about 1.3%

annually and a steady rise in disease

prevalence will increase the patient

pool by nearly 20% by 2020.

Increasing penetration of health

insurance from 26% in 2010 to

about 45% in 2020 is expected to

drive domestic demand.

Increase in the incidence of

chronic diseases in three specialty

areas (cardiovascular, anti-diabetics

and neuro-psychiatry) that account

for about 28% of the total market.

This segment is growing at a faster

clip of 19% (average industry

growth of 16%).

The super specialty segment

(oncology, urology, vaccines, and

nephrology) will be the next growth

driver within the chronic segment,

already growing at double the

industry average.

India’s semi-urban markets (Tier II-

IV cities) are growing at about 15-

30%, higher than average industry

growth on account of growing

incomes.

While the retail segment is the

mainstay of pharmaceutical offtake

(85-90% of overall sales), the

hospital segment is gaining

importance and expects to touch the

developed world average of more

than 25% of pharmaceutical

revenues.

Sectoral opportunities

Anti-malaria: Some of the largest

markets for anti-malaria drugs are

China, India, Indonesia, Latin

America and sub-Saharan Africa. In

India, the anti-malarial drugs market

grew at a CAGR of 22% over FY06-

10. The anti-malaria API market is

dominated by chloroquine, quinine,

and artemisinin salts (not under

pricing regulation). Malaria costs the

African continent an estimated

US$12 billion a year in health costs.

India accounts for 70% of malaria



cases in South East Asia. India

reports two million malarial cases

with 1000 fatalities a year.

Herbal medicines: The Indian herbal

medicine market is estimated at ~

`70 billion and is expected to report

a CAGR of 20% over the next two

years. India’s total herbal export is

worth `36 billion and is expected to

report a CAGR 25% over two years.

Herbal medication is being

increasingly used in combination

with allopathic treatments.

Anti-cancer: The cancer market

represents an attractive sector for

generic players due to rising disease

incidence with a price erosion

significantly lower than in the other

segments.

The global cancer generics market is

anticipated to grow at a 27% CAGR

during 2010-2014, driven by

upcoming anti-cancer blockbuster

drugs patent expiry and a rising

drugs bill that encourages access to

generics access to control costs.

According to a recent Frost &

Sullivan report, the cancer market is

expected to grow at a 21% CAGR

from 2008 to 2014.

Population with lifestyle diseases will double

Source: Mckinsey, Edelweiss research

Coronaryheart disease

Diabetes Asthma

Semi-Urban & Rural Markets

Very High Not much impact

Hub and spoke (Hub is aTier-III/IV town whichcaters to nearby micro

towns)

Multi-layeredWide spread and organised

Lack of quality in fieldforce

More skillful with betterproduct knowledge and

understanding of the market

Metros & Tier I towns Comments

Acute therapies account for 80-90% of totalconsumption in semi-urban areas.

Anti-infectives, gastro-intestinal and respiratory arehigh growth therapies are catching up with highergrowth in towns with more urbanisation.

Nature of doctor population is largely GPs and CPs(90-95% of total), while specialists presence islimited to fewer class-II/III towns which are seeinghigher urbanisation and expansion of therapies likerespiratory, neuro-psychiatry and diabetics.

Proliferation of local players giving stiff competitionto Top tier pharma companies.

Local players have better relations with doctors, lowpricing strategy and incentivise retailers with betterschemes.

Lack of distribution set up leading to higher cost ofdistribution

Penetration and local presence in tier-III/IV cities

Therapeutic mix

Chronic (10-20%)

Doctor population

Local Competition

Distribution set up

Field force

Obesity Cancer

% o

f po

pula

tion

6.0

4.8

3.6

2005

2.4

1.2

0

2015E

Growth driven by higher prescriptions

Source: AIOCO, Edelweiss research

Coronaryheart disease

CVS CNS IPM

100%

80%

60%

Volume

40%

20%

0

Price New products

Dynamics of semi-urban and rural markets vary from metros and tier-I markets

Chronic (35-40%)

Specialist (5-10%)

Specialist (50%)

GPs and CPs(50%)

GPs and CPs(90-95%)

OverviewAanjaneya commenced its

business as an API

manufacturer primarily

engaged in quinine salts – a

key second-generation, anti-

malarial API. Today, it is the

world’s third-largest

manufacturer of quinine

salts and the second-largest

in India.

The Company commissioned

its GMP-certified Mahad

plant in 2007 with an

installed capacity of 200

TPA to process quinine (API

derived from natural

extracts) which increased to

450 TPA in 2010. The unit

received the ISO 4001:200

(Environment Management

System), ISO 9001:2008 and

ISO 22000:2005

certifications by BSI

Systems. The Company

invested in a full-fledged

R&D facility dedicated to

product development for

`10 million.

The Company enjoys a

marketing footprint across

60 countries in addition to

supplying APIs to leading


companies that account for

more than 50% of its sales

volumes. A majority of the

rest is exported for superior

realisations and attractive

government incentives.

Our nicheAanjaneya’s

management’s expertise lies

in sourcing the cinchona

bark from Africa (world’s

largest producer) where it is

abundantly available.

Aanjaneya enjoys a

decade-rich experience in

manufacturing quinine salts.

Aanjaneya is only the

second Indian company to

receive WHO

prequalification for APIs and

formulations for anti-

malarial drugs.


BUSINESS OPERATIONS

Capacity(TPA)

March 31, 2012

650

Products

Quininesalts

Therapeuticsegment

Anti-malaria

Customers

March 31, 2012

150

Global presence(nations)

March 31, 2012

60

ACTIVE PHARMACEUTICAL INGREDIENTS


Aanjaneya is the lowest cost

producer of Quinine Sulphate for the

following reasons:

- The extractor design and extraction

process are developed in-house,

resulting in a superior quinine yield

- The team devised a unique process

of standardising the quinine juice to

match global benchmarks

- The heating of the mixture (bark

and toluene) in the extractor is

achieved through steam application

with reduced electricity

consumption

- The steam application creates an

automatic circulation of inputs,

eliminating the need for a large

stirrer in the extractor

Key initiatives in 2011-12The Company implemented a

number of business-strengthening

initiatives to strengthen its

competitive position:

Shopfloor

Enhanced plant productivity 20%

by increasing the input volume per

batch in a measured way, ensuring

that final output adhered to global

standards

Reduced the batch cycle time by

applying lean operation techniques

and addition of utility infrastructure

proximate to work stations, reducing

the batch cycle time

Added condensers at various

points in the process line, which

maximised toluene recovery and

halved toluene consumption per kg

of quinine

Created a new R&D unit dedicated

to the API business focusing on

product development and process

improvements

Set up a dedicated quality control

laboratory ensuring that products

match the best global standards

Regulatory

Received approvals for the

registrations for quinine sulphate

and salts from USFDA, European and

Canadian regulatory authorities

Filed registrations for two

products (Bromexine and

Metachlorpromine) with European

and Canadian regulatory authorities

Marketing

Identified new API markets

consequent to the acquisition of

Apex Drugs and Intermediates

Added customers in Africa, South

East Asia and Latin America

Utilities

Installed a rooftop rain harvesting

system at the Mahad facility, which

collected around 10 lac litres of

water in 10 days of rainfall, reducing

fresh water intake

Road map for 2012-13Commission two new CGMP

compliant blocks and stabilise

production of six new APIs

comprising third-generation

Artemisinin and its salts and other

niche APIs

Commission the intermediate

block which will provide

intermediates for the APIs and will

produce a niche API

Commission the dedicated

oncology block and stabilise

operations of complex anti-cancer

APIs

Commence manufacture of new

APIs Bromexine (used in cough

syrups) and Metachlorpromine (for

indigestion). Atorvastatin Calcium,

among others

Complete the warehousing facility

(50,000 sq ft) for systematic storage

of raw materials, intermediates and

finished goods

Invest in renewable energy (solar

panels on the Mahad plant roof top)

which will reduce the overall energy

cost for the unit

Complete integration with Apex

assets will increase our product

portfolio and exposure to wide

therapeutic segments

Highlights, 2011-12Production of Quinine Sulphate increased 30% in 2011-2012

Sales of Quinine Sulphate grew 45%

Exports increased 250% from `10 crore to `31 crore

Added 35 international and 50 domestic clients

Completed trials for Bromexine (expectorant),

a new API that will be launched in 2012-13


OverviewThe Company entered the

formulations business

following the acquisition of

Prophyla Biological Pvt Ltd

in March 2010. Through this

acquisition, Aanjaneya now

manufactures lozenges,

syrups and

ointment/gels/creams at the

Pune facility. This

transformed Aanjaneya from

an API manufacturer to a

vertically-integrated

pharmaceutical company.

More importantly, the

acquisition provided

Aanjaneya with a six tonne

per annum codeine quota,

making it one of the largest

quota holders in the

pharmaceutical sector. It

also resulted in the

acquisition of customer

accounts as Prophyla

undertook work for 100

leading Indian

pharmaceutical companies.

Following the acquisition,

Aanjaneya restructured

Prophyla’s operations from

conversion to a P2P

formulations manufacturer,

which enhanced margins

and intellectual capital.

Besides, these P2P

agreements allow the

Company to sell the same

formulation to other players

(the brand has to be

different), de-risking it from

an excessive dependence

on a single player. The

Company has such

agreements with leading


brands like Wockhardt,

Zydus Cadila, Cipla and

Glenmark, among others.

In the formulations space,

the Company focused on

the niche therapeutic

segments of anti-malarial,

erectile dysfunction, pain

alleviation, herbals,

hormone replacement and

anti-obesity. The herbal

BUSINESS OPERATIONS

FINISHED DOSAGE FORMS

Products

March 31, 2012

150

P2P clients

March 31, 2012

40

Global presence(nations)

March 31, 2012

60

Own brands

March 31, 2012

35

Lozenge variants

March 31, 2012

45


formulations aim to cover cough and

cold, liver protection, throat

congestion and osteoporosis.

The Company launched its own

cough syrup (Rankorex) as a de-

risking strategy from an

overdependence on other brands for

its codeine syrups. The Company

also established a foothold in the

branded generic segment through

the launch of products like Anjtil,

Doktor Qure, Prosils, LivChek, Herbal

Drops and Esyhil, catering to the

cough, cold and liver segments. The

Company received registrations for

its Prosil lozenges range from Haiti,

South Africa, Hong Kong and the

Dominican Republic.

For the domestic space, the

Company entered into an agreement

with Rx Pharma India, a marketing

company, to strengthen its sales

management, logistics and

marketing.

Our nicheAanjaneya has the one of the

largest quotas of codeine, enabling

it to manufacture and market cough

syrups for leading domestic


Aanjaneya has an Indian patent for

gel-based formulations for hormone

delivery (yet to launch the drug).

Aanjaneya is developing lozenges

as Ethical Prescription Dosages for

diverse therapeutic segments, the

first Indian pharmaceutical company

to do so; it is one of only five

lozenge manufacturers in India.

Aanjaneya’s strength lies in

standardising the extract quality

from herbal inputs despite these

being sourced from diverse regions.

Aanjaneya mastered uniform API

distribution in the base mix in

manufacturing lozenges.

Aanjaneya has niche clients for

whom high-end intermediates were

developed under CRAMS.

Key initiatives in 2011-12Converted contract manufacturing

contracts into P2P relationships with

a number of clients (large Indian

pharmaceutical companies),

strengthening margins; added a

large domestic pharmaceutical

player to its P2P client list

Developed innovative lozenges

(as pharmaceutical products) as first-

time products for the Indian market;

filed registration dossiers in 45

nations for its lozenges

Launched the Black Seed ointment

in Sudan (muscle relaxant that

provides relief from cough and cold)

Entered into contracts with

leading Indian pharmaceutical

players to develop lozenge variants

for existing formulations

Developed low-cost, anti-cancer

formulations (herbal-based)

Developing unique lozenge

products for basic ailments

(Xerostomia, jaundice, obesity and

diabetes)

Road map for 2012-13Commission the independent

EUGMP-compliant lozenges block;

commission the new 50 million

tableting block

Work on developing products with

a transdermal application (patch

application) primarily in the pain

management space

Install high capacity extractors at

the Mahad unit for increased herbal

extracts to be value-added into

formulations at Pune

Highlights, 2011-12Launched ‘Rankorex’, an in-house codeine-based cough syrup brand

for the first time in its history

Received the Kenya PPB GMP approval from all facilities namely

lozenges, liquids and ointments

Received registration for ‘Arecta Plus’ (a lozenge variant of Viagra

tablets) from Sierra Leone and Libya; received the first export order

for this product to be executed in 2012-13


Analysis of the Profit andLoss statement

Sales: Sales increased 49.87% from`32,025 lacs in 2010-11 to `47,996lacs in 2011-12. This increase wasdue to the following initiatives:

Organic growth in our existingbusinesses of APIs which grew52.46% over the previous year

Increasing acceptance of lozenges

in important markets in Africa andCentral America

Inorganic growth through theacquisition of Apex Drugs

More than 91% of our sales accruefrom within India while 9% arederived from exports, which grew246% consequent to growingproduct registrations in semi-regulated markets.

Other income: The other income

grew from `19 lacs in 2010-11 to`235 lacs in 2011-12, owing to aforeign exchange gain and sizeableincrease in interest income.

Cost analysis: Total expenditureincreased 57.73% from `26,581lacs in 2010-11 to `41,927 lacs in2011-12, largely driven by increasedscale, necessitating the deploymentof additional resources in day-to-dayoperations.

FINANCIAL ANALYSISDespite a challenging 2011-12, when India reported its slowesteconomic growth in a decade, we delivered superior numbers.

Absolutes

Growth in net salesover 2010-11

50%Growth in EBIDTA

over 2010-11

52%Growth in net profit

(After Tax) over 2010-11

14%

In Absolute Terms 2010-11 2011-12 Growth %(` in Lacs) (` in Lacs)

Net sales 32,025.98 47,996.38 49.87

EBIDTA margin 7,084.25 10,776.17 52.11

Net margin 3,601.28 4,102.86 13.93

Cash profit 3,859.65 5,669.35 46.89

Reserve and surplus 12,680.95 33,591.41 164.90

Book value per share 177.37 251.89 42.01


Material cost: Material expensesincreased 50% due to increasedscale and a rise in the cost ofprincipal raw materials. Thepurchase of traded goods declinedsignificantly due to conversion to in-house operations, improvingbusiness margins.

Manufacturing cost: It increased73% from `545 lacs in 2010-11 to`941 lacs in 2011-12 due toincreasing fuel costs and productdevelopment expenses.

Employee emoluments: Humancapital expenses increased about22% from `463 lacs in 2010-11 to`564 lacs in 2011-12. This increasewas due to the annual compensationincrement for employees and theaddition of new members to theteam during 2011-12.

Financial expenses: Financialexpenses (interest paid on borrowedfunds) more than doubled from`1,361 lacs in 2010-11 to `2,905

lacs in 2011-12 as the Company’sdebt increased to fund increasedbusiness operations andacquisitions. The interest coverdeclined marginally from 5.65 in2010-11 to 3.97 in 2011-12.

Non-cash expenses: The total non-cash expenses (comprisingdepreciation) increased 507% from`258 lacs in 2010-11 to `1567 lacsin 2011-12, owing to a 211%increase in gross block – capitalinvestment at the Pune and Mahadunits and business acquisition. Theaccumulated depreciation as aproportion of gross block stood at5.26% in 2011-12, reflecting grossblock newness.

Margins: Streamlined businessoperations and cost optimisationfacilitated an improved EBIDTAmargin by about 33 bps. This isexpected to improve over thecoming years with the integration ofthe acquired unit and commissioningof ongoing projects at Pune and

Mahad. However, net margindeclined 270 bps over the previousyear consequent to a significantincrease in interest outflow anddepreciation in 2011-12.

Analysis of the BalanceSheetShareholders’ fundsShareholders’ funds (net worth)increased from `13,439 lacs as onMarch 31, 2011 to `34,980 lacs ason March 31, 2012. This increasewas primarily due to the successfulIPO in May, 2011 which garnered`11,700 lacs. As a result, equitycapital (face value `10 per share)increased from `758 lacs as onMarch 31, 2011 to `1,389 lacs as onMarch 31, 2012 and share premiumaccounts from `6,829 lacs as onMarch 31, 2011 to `23,637 lacs ason March 31, 2012. Besides, theincreased plough back ofoperational surplus increased theoverall reserves and surplus balancefrom `12,681 lacs as on March 31,

Operating expenses: Total operating expenses increased 50.06% from `24,961 lacs in 2010-11 to `37,456 lacs in2011-12, primarily owing to an increase in its raw material costs and manufacturing expenses. The primary items in theoperating expenses comprised:

Operating cost matrix (` lacs)

2010-11 % of total cost 2011-12 % of total cost

Operating expenses 24,961 93.91 37,456 89.34

Financial expenses 1,361 5.12 2,905 6.93

Non-cash expenses 258 0.97 1,566 3.73

Total 26,581 41,927


2011 to `33,591 lacs as on March31, 2012.

Long-term borrowings: It comprisedloans with a tenure extendingbeyond 12 months. The Companyavailed long-term loans to fund theongoing brownfield expansions at itsexisting units. As a result, long-termborrowings increased from `5,715lacs as on March 31, 2011 to`10,168 lacs as on March 31, 2012.These initiatives are expected tocommence operations in December2012, the returns from which will beused to de-leverage the Company.Secured loans accounted for 56% ofthe long-term loan portfolio andgrew 38.63% over the previousyear, while unsecured loans (largelyfrom Directors/shareholders)increased 183% over the previousyear.

Short-term borrowings: Thissegment primarily comprisedsecured and unsecured credit linesfrom banks to fund day-to-day

activities. Significantly expandedoperations following the acquisitionof the Hyderabad unit increased theCompany’s working capitalrequirements. As a result, short-termborrowings increased from `8,170lacs as on March 31, 2011 to`19,691 lacs as on March 31, 2012.

Trade payables: This segmentcomprised creditors for goods andservices, the balance of whichincreased to `4,007 lacs consequentto expanded business operations.

Short-term provisions: This segmentconstituted amounts payable togovernment authorities andliabilities in line with governmentregulations. The balance in thisaccount stood at `1,264 lacs as onMarch 31, 2012 (`2,045 lacs as onMarch 31, 2011), the provision forincome tax stood at `1,261 lacs onthat date.

Fixed assets: The gross blockincreased significantly from `7,455lacs as on March 31, 2011 to

`23,372 lacs as on March 31, 2012,primarily due to brownfieldexpansions in progress at Pune andMahad, which will increasecapacities and capabilities tostrengthen the Company’s footprintacross the pharmaceutical valuechain. The majority of the increase isdue to the addition to factorybuilding and equipment purchasefor operations and for research anddevelopment. The capital work-in-progress represents project-relatedexpenses yet to be capitalised whichwill be added to the gross blockfollowing the commissioning ofadditional facilities in 2012-13.

Current assets: The current assetsbalance increased from `17,780 lacsas on March 31, 2011 to `35,908lacs as on March 31, 2012. This isthe result of expanded operations.The key factors contributing to therise comprise an increase ininventories and trade receivables.

Balance as on Balance as on

March 31, 2011 (` lacs) March 31, 2012 (` lacs)

Inventories 8,237 13,752

Trade receivables 9,046 20,057


Aanjaneya assesses and initiates

counter-measures to minimise

potential losses arising owing to

particular risks. The Company

created a comprehensive risk

management model implemented

across the organisation.

An excessive dependenceon the anti-malarialsegment could hamper theCompany’s growth.

De-risking initiatives

The malarial segment enjoys huge

demand from markets where the

Company has established a strong

presence.

The Company’s acquisition of

Apex Drugs expanded its API basket

to lifestyle therapeutic segments.

The Company is establishing a

presence in the oncology segment

and will leverage its three patents in

complex oncology drugs, creating an

attractive growth opportunity.

Quinine Sulphate accountsfor around 60% ofrevenues. Superioralternatives for the malarialattacks (Falcipuram Malaria)that require strongerformulations could affectthe Company’s prospects.


Quinine is the ‘paracetamol’ for

malaria; it is the preferred solution

as it is based on natural extracts

with no side-effects and is

significantly cheaper than third-

generation, anti-malarial products.

Quinine enjoys applications in

tonic water and certain beverages as

well.

The Company commenced the

manufacture of third-generation

anti-malarial API for the new-age

malarial attacks; these stronger

alternatives come in combinations

with quinine salts, sustaining

product demand.

The concept of lozengesmay not receive consumeracceptance.


The Company marketed `140

crore lozenges in 2011-12 – a 55%

growth over the previous year.

The Company’s Prosil lozenge

range is registered in Haiti, South

Africa, Hong Kong and the

Dominician Republic; the lozenges

team received 15 approvals in

2011-12 and submitted dossiers in

45 nations.

The Company manufactures

lozenge variants across dosage

forms for leading domestic

pharmaceutical players.

The Company is tying up with a

marketing company for focused

lozenge marketing in India.

The Company appointed over 350

distributors pan-India for its range of

branded generic products.

MINIMISING BUSINESSUNCERTAINTIES

“THE BEST WE CAN DO IS SIZE UP THE CHANCES, CALCULATE THE RISKSINVOLVED, ESTIMATE OUR ABILITY TO DEAL WITH THEM, AND THEN MAKEOUR PLANS WITH CONFIDENCE.” – HENRY FORD


An excessive dependenceon a handful of customerscould affect business in theevent of key customerattrition.


The Company’s transformation

from an API manufacturer to a

vertically integrated player de-risked

it from a dependence on a handful

of customers from about 30

customers to 150 in 2012.

A part of the API production will

be value-added into formulations,

widening the customer basket.

The acquisition of Apex Drugs

increased the Company’s customer

base (India and the world) with a

cross-sale facility.

Sizeable growth of the

formulations business will add

customers.

Inability to acquire peoplewith competent skills couldbe detrimental to theCompany’s growth.


The Company recruited 50

members in 2011-12 to man the

new units to be commissioned in

2012-13.

As part of the succession planning

exercise, the HR team identified key

positions within the organisation

with relevant succession planning.

The integration of the Company

and an institutionalised training

calendar (technical and behavioral)

is expected to shrink the learning

curve.

The Company’s employee

engagement in business

improvements strengthened

employee pride; the award and

recognition scheme (monetary and

non-monetary) enhanced

organisational bonding.

The Company featured among the

Top 100 Best Places to Work in India

(rank 83) rated by The Great Place to

Work with Institute and The

Economic Times.

Inconsistent quality couldlead to customer attrition.


The Company’s facilities at Pune

and Mahad are WHO GMP and ISO

9001:2008, ISO 14001:2008, ISD

18000 and ISO 22000:2008-

certified, ensuring that its facilities

comply with stringent global quality

standards.

The Company institutionalised in-

process quality assurance at its

formulations unit, ensuring that

quality standards are strictly

adhered to.

The Company institutionalised the

online audit system at all its

facilities in which a quality

assurance executive is assigned to a

particular area of the plant to

monitor performance real-time and

to facilitate improvements.

The internal audit was intensified,

ensuring that each department was

audited twice.

The QC team created a knowledge

repository where the lifecycle

history of each product

(development issues, reprocessing

and rework) was completely

documented for prospective

reference.

The Company’s inability toaccess low-cost fundscould hamper operationsand growth.


The Company completed its `117

crore IPO to fund capacity

expansions at its Mahad and Pune

facilities.

The acquisition of Apex Drugs for

`250 crore (equity contribution only

`65 crore) was funded through debt

and accruals.

The Company received a Board

approval to raise US$ 75 million

through the issue of securities and

foreign currency convertible bonds

to qualified institutional buyers to

fund capex and inorganic initiatives.

The Company enjoyed a modest

debt-equity ratio of 0.85 (March 31,

2012) as well as a cash and bank

balance of `4.40 crore (March 31,

2012), which can be leveraged for

additional credit limits from banks

and institutions.

Mr. Kashi Vishwanathan(Chairman Emeritus)

Mr. Vishwanathan is Chairman Emeritus of the Company. He holds a Bachelor’s degree in

Science from the University of Mumbai. He is an industry veteran, with over 4 decades of

international experience in the Chemical and Pharmaceutical arena. . He is the guiding

force behind the Company’s strategic decisions. He was awarded Udyog Rattan Award by

the Institute of Economic Studies for his contribution to industrial development and the

World Economic Development Award for Business Excellence at the International

Achievers Summit on Emerging India in 2009. He was awarded The Life Time Achievement

Award for his contribution to the pharmaceutical industry at the 4th Annual Business

Leadership Awards 2012 in Bengaluru India.

Dr. Kannan VishwanathPh.D (Vice Chairman and Managing Director)

Dr. Kannan K. Vishwanath, 37 years, is the Founder and the Vice Chairman and Managing

Director of our Company. He holds a Doctorate in Business Management (Ph.D). He has an

experience of 13 years in the pharmaceutical industry. As the Vice Chairman and

Managing Director, Dr. Vishwanath, has been the backbone of our Company’s operations

and is involved in formulating the Company’s strategy. Under his guidance, our Company

ventured into new geographies with a wide product range in various therapeutic

segments. His vision and value system have guided the organisation towards profitable

sustainability. Believing in responsibility delegation, Dr Vishwanath created a professional

team and expects, Aanjaneya to emerge as a global player across multiple therapeutic

segments.

Mr. Prabhat K. Goyal(Whole-Time Director)

Mr. Prabhat K. Goyal, 58 years, is the Whole Time Director of our Company. Mr. Goyal is a

Postgraduate in Organic Chemistry from Vikram University, Ujjain. Earlier, he worked with

Elder Pharmaceuticals Limited, IPCA Laboratories Limited, Ranbaxy Laboratories Limited

and Jayant Vitamins Limited. He has an experience of 33 years in the pharmaceutical

basic drug industry. he also enjoys almost two decades of experience in pharma

manufacturing and research, reflected in a proficiency related to GMP and USFDA

manufacture. He was responsible for setting up the APIs facility at Mahad . He has

designed and commissioned the Company's world-class manufacturing facility at Mahad .

He has helped broaden the product portfolio, created a team of proficient scientists and

enriched the Company's intellectual property. He is in charge of developing a world-class

research center at Mahad.


BOARD OF DIRECTORS


Mr. Shashikant B. Shinde(Whole-Time Director)

Mr. Shashikant B. Shinde, 60 years, is the Whole Time Director of our Company. Mr. Shinde

holds a Masters degree in management from Marathwada University, Aurangabad, and is a

gold medalist in Bachelors in Science from Marathwada University, Aurangabad. He

possesses more than 32 years of experience in the pharmaceutical industry. He is also the

Secretary of All India Small Drug Manufacturers Association. Mr. Shinde has earlier worked

with companies like Aristo Pharmaceuticals Private Limited, Geno Pharmaceuticals

Limited, Rathi Brothers Limited and Lyka Labs Private Limited. He has handled many

responsibilities in areas as varied as Marketing and Sales, Restructuring and Revitalising

businesses, Business Development, Formulation Sourcing and Alliance management,

Acquisition and Divestment projects and in setting up and managing operations in many

overseas markets. Presently, he is responsible for overseeing the operations of our unit in

Mulshi, Pune.

Dr. Mrs. Ullooppee S. Badade(Non- Executive-Director)

Dr. Mrs Ullooppee S. Badade, 43 years, is an Independent Director of our Company. Ms.

Badade completed her M.B.B.S. from Amravati University and also holds a masters degree

in Business Administration (Hospital Administration) from University of Pune. She has an

experience of 16 years in hospital administration and was previously associated with

Manipal Cure & Care Private Limited, Lokmanya Hospital, Supertech Neurosurgical Centre

and Nirmay Hospital. She is presently associated with Manipal Cure & Care Private Limited

as a Center Head (Operations and Administration) and is also an in-house physician. In her

current role, she provides leadership and management of Aanjaneya research activities in

generic segments

Mr. Giridhar G. Pulleti (Non- Executive Director)

Mr. Giridhar G. Pulleti, 44 years, is an Independent Director of our Company. Mr. Pulleti

holds a masters degree in science with specialisation in organic chemistry and has an

experience of 20 years in the pharmaceutical industry. He is currently on the Board of

Directors of Sanova Pharma Chem Private Limited, a pharma company located in

Hyderabad and as a Technical Director of Nutra Specialities Private Limited. He was

inducted on the Board of our Company on March 20, 2010. He advises the board on

strategic planning and pilots the successful implementation of joint ventures. He also has

good understanding of emerging technologies in API like Asymmetric synthesis,

Biocatalysis, Reaction Calorimeter and Peptides. He is well versed with Global Regulatory,

Intellectual Property, Clinical Pharmacology and Pharmacokinetics Units, Compliance and

Quality requirements.


Mr. Minhaj Khan (CA)(Non – Executive Director)

Mr. Khan is a member of Institute of Chartered Accountant of India (ICAI). Mr. Khan is a

practicing Chartered Accountant with more than three (3) years of experience in Company

Law Matters, Direct & Indirect Taxes, International Taxation, Business Consultancy,

Investment & Portfolio Management and System

Audit Business Compliances, and Bank & Trust Audits, Tax Audits and Company audits.

Mr. Balkrishna R. Parab(Non- Executive Director)

Mr. Balkrishna R. Parab, 41 years, is an Independent Director of our Company. Mr. Parab

holds a Bachelor’s degree in Commerce from the University of Mumbai and has an

experience of 15 years in the creative arts & designing. Mr Parab has had comprehensive

corporate affairs experience, being involved in the turnaround at Prophyla Biologicals

prior to our acquisition of it, as well as in the early stages of our company's growth. Mr.

Parab has successfully built and led strong teams across various segments and has

considerable knowledge and functional expertise in core areas of Human Resource

Strategy, Leadership Development, Talent Management and HR operations.

Mr . N. C. Paul(Non – Executive Director)

Mr N.C. Paul is a graduate in commerce from Mumbai. He has over 25 years experience in

exports business to African continent. He is widely traveled and is involved in all aspects

of setting up business in various countries in Africa. For over 20 years his work has

focused on global strategic consulting as well as research for the investment industry. He

has been a consultant to several multinational companies for their business development

in Africa and brings to Aanjaneya immense knowledge and experience in a valuable field

of exports. Under his role in the Business Development Committee, various control

systems were developed. He delivers lectures and seminars on HR, Exports and policies at

various platforms.


EXECUTIVE TEAMMr Lalit ShuklaPresident Finance

Mr. Lalit Shukla has rich and varied experience of over 30 years in managing financial

operations, across industry sectors, in large organisations. These included major capital

mobilisations, financial structuring and turnaround, investor relations, joint ventures,

improvement of systems, reporting processes and controls, in both established and

greenfield projects. As a member of the senior management team, he has played a key

role in the growth of the organisations he has been involved with. A seasoned

professional & Qualified Cost Accountant Mr. Shukla started his career with Abbot India

Limited, a company where he gained deep insight into the pharmaceutical industry.

Col ( Retd ) Ashish Kumar Basu ( Head Admin & HR )

A competent professional with 26 years of extensive experience of working in The Indian

Army handling HR Management, General Administration, Training & Development ,

Training Development and project management. Extensive experience in managing

operations of large armed groups with demonstrated leadership qualities & organisational

skills during the tenure. An enterprising leader with the ability to motivate personnel

towards achieving organisational objectives and adhering to industry best practices. Col

Retd AK Basu has successfully built and led strong teams across various geographies and

has considerable knowledge and functional expertise in core areas of Human Resource

Strategy, Leadership Development, Talent Management and HR operations.

Dr. Praful MathurPh.D ( NPL, Delhi), Fellow CSIR ( Head R & D APIs )

Dr. Prafull Mathur has over 12 years of extensive experience in Process Development of

API’s, Medicinal Chemistry, Drug Discovery, Pre-clinical and Clinical Development of New

Chemical Entities, Development of Generic Drugs, comprising a wide range of technology-

driven synthesis of advance pharmaceutical intermediates and development of non-

infringing, commercially viable and complex technologies for a wide range of Active

Pharmaceutical Ingredients.

He also has good understanding of emerging technologies in API like Asymmetric

synthesis, Biocatalysts, Reaction Calorimeter and Peptides. He is well-versed with Global

Regulatory, Intellectual Property, Clinical Pharmacology and Pharmacokinetics units,

Compliance and Quality requirements. With a Ph. D in Synthetic Organic Chemistry from

NPL and Fellow at CSIR, Dr. Mathur has been a prominent speaker at various national and

international scientific forums. He also represents the Company at various academic and

research institutions in India. He is the reviewer of many international journals and the

recipient of prestigious Endeavor Research Fellowships, Australia for Postdoctoral

Research 2007. He has 12 publications in reputed journals and patents to his credit.


Dr. Bhanu Pandey (President – Business Development)

Dr Bhanu Pandey has over 28 years of experience in the pharmaceutical industry,

spanning generic and innovator companies. An Alumnus of PFUR – Russia , he has worked

extensively in multicultural global business leadership roles in many countries, including ,

across wide-ranging domains such as business revitalisation; change management; in-

licensing/out-licensing of technologies and products; the creation and implementation of

long term strategies. A seasoned professional, he is adept at managing large business

teams across key functions of Marketing, Business Development and Corporate Strategy

Mr. Pandey has been associated with the Pharmaceutical Industry as member of Indo

American Chamber of Commerce & Indo Africa Chamber of Commerce.

Mr Suhas Pise(Head Global Pharma Manufacturing & Supply Chain)

Mr. Pise is a seasoned professional with over three decades of experience in the

Pharmaceutical industry. Prior to joining Aanjaneya, he worked in different capacities and

leadership roles in reputed pharma companies where he had a successful tenure with

oversight of the Company's formulation technical operations and Supply Chain.Mr. Pise

joined Aanjaneya in 2006 and is presently heading the Company’s Global Pharma

Manufacturing and Supply Chain functions.

He is a Post graduate in Commerce from Mumbai University, and holds PG diploma in

Computer Systems & Management.

Mrs Indira Surendran(Corporate RA)

Mrs. Surendran brings with herself 25 years of rich global experience in Quality

Assurance, Quality Control, pharmaceutical quality systems and GXP compliance

management. She has managed quality and compliance systems for oral solid dosage,

sterile products and biologic dosage forms, for both finished products and active

pharmaceutical ingredients (API). Mrs. Surendran has domain expertise in both US and

European Union quality systems and GXP compliance management standards and her

career includes working with multinational pharmaceutical companies


Mr Anil Kumar Singh(Head QA – Formulations)

Mr Singh has 15 years of experience in Quality Management and Regulatory

compliance in Pharmaceutical industry, both in Indian top companies and MNCs

Experienced Quality & Regulatory Professional having vast exposure in QA,QC,

Validations, Training, Compliance, RA Successfully implemented Regulatory Compliance

Audits, Establishing and Harmonising the systems and processes. Proven ability to lead,

influence and motivate colleagues and external partners; Ability to work both

independently and within a team structure. Lead & deploy Quality/Regulatory

compliance, Effective GxP compliance at plant level (GMP, GLP etc)

Mr Rashmin Virkud (Head Manufacturing – APIs)

Mr Virkud is a Chemical Engineer with 25 years of exposure in greenfield Projects

execution of API/Bulk drug units; Manufacturing; Factory operation Management. He has

handled Technology transfer, process excellence, Pilot Plant management, Scale-up and

cost reduction techniques for new and existing molecules respectively. A firm believer in

growing with the Company, his expertise include cost reduction techniques in the

Production costs of bulk drugs; other modifications aiming at Yield & productivity

improvement ( close to theory ) and time cycle reduction; Review of reaction dilution to

aid bigger batch sizes ; Optimisation of costly raw material input; Solvent recycling;

optimising water consumption etc.

Mr Pradeep Sarode(Head Manufacturing – Formulations)

Mr. Sarode has nearly three decades of experience in the global Pharmaceutical Industry.

Prior to joining Aanjaneya, he worked with reputed organisations including Emcure and

Prophyla Biologicals P Ltd . Mr. Sarode has domain expertise in manufacturing operations

of various sterile & non sterile dosage forms in pivotal roles, which include Technology

Transfer, Engineering and Facilities - Projects, Contract Manufacturing, Environment,

Health and Safety.

CS Yogesh Patel (Company Secretary & Compliance Officer)

Mr. Yogesh Patel, aged 24 years, is the Company Secretary and Compliance Officer of our

Company. He is a qualified Company Secretary from the Institute of Company Secretaries

of India. He holds a Bachelors Degree in Commerce from the University of Mumbai and is

currently pursuing LL.B. from the University of Mumbai. He has independently and

efficiently handled compliance(s) with various provisions of Companies Act, SEBI

Regulations, Takeover Code and Listing Agreement and worked in listed companies earlier

before joining the Company. Presently he is responsible for secretarial and compliance

matters of our Company

1NOTICE 2011-12

Notice is hereby given that the Sixth Annual GeneralMeeting of the Members of AANJANEYA LIFECARELIMITED will be held on Monday, September 10, 2012 at11.00 A.M. at Acres Club, 411-B, Hemu Kalani Marg,Sindhi Society, Chembur, Mumbai: 400071 to transact thefollowing business:

Ordinary Business: 1. To receive, consider, adopt and approve the Balance

Sheet as at March 31, 2012 and the Statement of Profitand Loss for the year ended as on that date along withReports of the Directors' and Auditor's thereon.

2. To consider declaration of dividend on equity shares.

3. To appoint a Director in place of Mr. Giridhar Pulleti,who retires by rotation, and being eligible, offershimself for re-appointment.

4. To appoint a Director in place of Mr. Shashikant Shinde,who retires by rotation, and being eligible, offershimself for re-appointment.

5. To appoint M/s. Agarwal Desai & Shah, CharteredAccountants, Mumbai as Auditors of the Company andto fix their remuneration.

Special Business:6. To consider and if thought fit, to pass, with or without

modification, the following resolution as an ordinaryresolution:

“RESOLVED THAT Mr. Minhaj Khan, who was appointedas an Additional Director of the Company by the Boardof Directors of the Company and who holds office upto the date of this Annual General Meeting pursuant tothe provisions of Section 260 of the Companies Act,1956 (‘the Act’) but who is eligible for appointmentand in respect of whom the Company has received anotice in writing pursuant to the provisions of Section257 of the Act from a member of the Company

proposing his appointment as a Director of theCompany and who has consented, if appointed, to actas Director, be and is hereby appointed as Director ofthe Company liable to retire by rotation.”

7. To consider and if thought fit, to pass, with or withoutmodification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section198, 269, 309, 310 and 311 of the Companies Act,1956 and further subject to the provisions of ScheduleXIII and all other applicable provisions, if any, of theCompanies Act, 1956 (including any statutorymodification or re-enactment thereof) and furthersubject to such other approvals as may be necessary,the Company hereby approves the revision of theremuneration package payable to Dr. KannanVishwanath in the capacity as the Vice Chairman andManaging Director of the Company as set out in thedraft agreement submitted to the meeting dulyinitialed, for the purpose of identification, which draftagreement is hereby specifically approved andsanctioned with liberty to the Board of Directors toalter and vary the terms and conditions of the saidappointment and/or the Agreement so as not toexceed the limits specified in Schedule XIII to theCompanies Act, 1956 or any amendments thereto, asmay be agreed to between the Board of Directors andDr. Kannan Vishwanath.”

“RESOLVED FURTHER THAT Mr. Shashikant Shinde,Whole time Director of the Company be and is herebyauthorized to obtain necessary approvals/to file withthe Registrar of Companies, Mumbai, Maharashtra allthe necessary Form/documents to carry out the effectof the above resolution and further to initiate andundertake all such steps as may be deemed expedientby him to give effect to this resolution for and onbehalf of the Board of Directors of the Company.”


NOTICE



“RESOLVED THAT pursuant to the provisions of Section198, 269, 309, 310 and 311 of the Companies Act,1956 and further subject to the provisions of ScheduleXIII and all other applicable provisions, if any, of theCompanies Act, 1956 (including any statutorymodification or re-enactment thereof) and furthersubject to such other approvals as may be necessary,the Company hereby approves the revision of theremuneration package payable to Mr. ShashikantShinde in the capacity as the Whole time Director ofthe Company as set out in the draft agreementsubmitted to the meeting duly initialed, for thepurpose of identification, which draft agreement ishereby specifically approved and sanctioned withliberty to the Board of Directors to alter and vary theterms and conditions of the said appointment and/orthe Agreement so as not to exceed the limits specifiedin Schedule XIII to the Companies Act, 1956 or anyamendments thereto, as may be agreed to betweenthe Board of Directors and Mr. Shashikant Shinde.”

“RESOLVED FURTHER THAT Dr. Kannan Vishwanath,Managing Director of the Company be and is herebyauthorised to obtain necessary approvals/to file withthe Registrar of Companies, Mumbai, Maharashtra allthe necessary Form/documents to carry out the effectof the above resolution and further to initiate andundertake all such steps as may be deemed expedientby him to give effect to this resolution for and onbehalf of the Board of Directors of the Company.”


“RESOLVED THAT pursuant to the provisions of Section198, 269, 309, 310 and 311 of the Companies Act,1956 and further subject to the provisions of ScheduleXIII and all other applicable provisions, if any, of theCompanies Act, 1956 (including any statutorymodification or re-enactment thereof) and furthersubject to such other approvals as may be necessary,the Company hereby approves the revision of theremuneration package payable to Mr. Prabhat KumarGoyal in the capacity as the Whole time Director of theCompany as set out in the draft agreement submitted

to the meeting duly initialed, for the purpose ofidentification, which draft agreement is herebyspecifically approved and sanctioned with liberty tothe Board of Directors to alter and vary the terms andconditions of the said appointment and/or theAgreement so as not to exceed the limits specified inSchedule XIII to the Companies Act, 1956 or anyamendments thereto, as may be agreed to betweenthe Board of Directors and Mr. Prabhat Kumar Goyal.”

“RESOLVED FURTHER THAT Dr. Kannan Vishwanath,Managing Director of the Company be and is herebyauthorised to obtain necessary approvals/to file withthe Registrar of Companies, Mumbai, Maharashtra allthe necessary Form/documents to carry out the effectof the above resolution and further to initiate andundertake all such steps as may be deemed expedientby him to give effect to this resolution for and onbehalf of the Board of Directors of the Company.”


“RESOLVED THAT pursuant to Sections 16 and 94 andother applicable provisions, if any, of the CompaniesAct, 1956, the Authorized Share Capital of theCompany be and is hereby increased fromRs.30,00,00,000/- (Rupees Thirty Crores Only)consisting of 3,00,00,000 Equity Shares of Rs.10/-each to Rs.50,00,00,000/- (Rupees Fifty Crores Only)consisting of 5,00,00,000 Equity Shares of Rs.10/-each by creation of additional 2,00,00,000 new EquityShares of Rs.10/- each and consequently therespective Capital Clauses in the Memorandum ofAssociation of the Company do stand alteredaccordingly and also as provided in the succeedingResolutions to be proposed at this meeting."

"FURTHER RESOLVED THAT the new Equity Sharesshall rank pari-passu in all respects with the existingEquity Shares of the Company."

"RESOLVED THAT on the Resolution for alteration ofthe Capital Clause being duly passed and becomingeffective, and pursuant to the provisions of Section 16and other applicable provisions, if any, of theCompanies Act, 1956, Clause V of the Memorandum ofAssociation of the Company be deleted and in placethereof the following new Clause V be substituted :-

NOTES:

i. A MEMBER ENTITLED TO ATTEND AND VOTE ISENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEINSTEAD OF HIMSELF AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY.

The proxy form should be lodged with the Company atits Registered Office at least 48 hours before thecommencement of the Meeting.

ii. The Register of Members and Share Transfer Books ofthe Company will remain closed from Tuesday, 4thSeptember 2012 to Monday, 10th September 2012(both days inclusive.)

iii. Members are requested to promptly notify anychanges in their addresses to the Company at itsRegistered Office.

iv. All documents referred to in the Notice are open forinspection at the Registered Office of the Companyduring office hours on all days except Sunday &public holidays between 11.00 a.m. and 1.00 p.m. upto the date of Annual General Meeting.

v. For convenience of members, an attendance slip isannexed to the proxy form. Members are requested toaffix their signature at the space provided and handover the attendance slips at the place of meeting. Theproxy of a member should mark on the attendanceslip as `proxy'.

vi. IF THE MEMBERS HAVE ANY QUERIES ON THE AUDITEDACCOUNTS, DIRECTORS' REPORT & AUDITOR'SREPORT, THE SAME SHOULD BE FORWARDED TO THECOMPANY IN WRITING AT ITS REGISTERED OFFICE ATLEAST 10 DAYS BEFORE THE MEETING SO THAT THE

SAME CAN BE REPLIED AT THE TIME OF ANNUALGENERAL MEETING TO THE MEMBERS' SATISFACTION.

vii. Corporate members intending to send theirauthorized representatives to attend the Meeting arerequested to send to the Company a certified copy ofthe Board Resolution authorizing their representativeto attend and vote on their behalf at the Meeting.

viii. Members are requested to bring their copies of thereports to Annual General Meeting.

ix. Explanatory Statement pursuant to Section 173(2) ofthe Companies Act, 1956 is annexed herewith.

x. Members holding shares in physical form in the sameset of names under different ledger folios arerequested to apply for consolidation of such foliosalong with share certificates to the Company.

xi. Members holding shares in electronic form may notethat bank particulars registered against theirrespective depository accounts will be used by theCompany for payment of dividend. The Company orits Registrars and Transfer Agents cannot act on anyrequest received directly from the members holdingshares in electronic form for any change of bankparticulars or bank mandates. Such changes are to beadvised only to the Depository Participant of themembers.

xii. Members holding shares in electronic form arerequested to intimate immediately any change in theiraddress or bank mandates to their DepositoryParticipants with whom they are maintaining theirdemat accounts. Members holding shares in physicalform are requested to advise any change in thereaddress immediately to the Company/Registrars and

3NOTICE 2011-12

V (a) The Authorised Share Capital of the Company isRs.50,00,00,000/- (Rupees Fifty Crores Only)divided into 5,00,00,000 (Five Crore) Equity Sharesof Rs. 10/- (Rupees Ten Only) each.

(b) The minimum paid up capital of the company willbe Rs.5,00,000/- (Rupees Five Lakhs only) dividedinto 50,000 equity shares of Rs.10/- each.

“RESOLVED FURTHER THAT Dr. Kannan Vishwanath,Managing Director of the Company, be and is herebyauthorized to file Form Nos. 5 & 23 along with all

relevant documents as may be deemed expedient byhim with the Registrar of Companies, Maharashtra andto take all effective steps as may be deemed necessaryby him.”

For and on behalf of the Board of Directors

Place: Mumbai Dr. Kannan VishwanathDate: 13/08/2012 Managing Director

Item No.6:The Board of Directors had appointed Mr. Minhaj Khan asan Additional Director on June 11, 2012 pursuant toArticle 125 of the Article of Association and Section- 260of the Companies Act, 1956, and whose appointment isvalid till the date of Annual General Meeting. A notice inwriting has been received by the Company from a memberalong with necessary deposit, proposing his candidaturefor the office of Director, under Section 257 of theCompanies Act, 1956.

Mr. Minhaj Khan is a member of Institute of CharteredAccountant of India (ICAI) and is a practicing CharteredAccountant with more than three (3) years of experience inCompany Law Matters, Direct & Indirect Taxes,International Taxation, Business Consultancy, Investment& Portfolio Management and System Audit BusinessCompliances, and Bank & Trust Audits, Tax Audits andCompany auditsThe Board of Directors are hopeful that hisappointment will be beneficial in the interest of theCompany and hence recommends the said resolution forapproval of the members.

None of the Directors of the Company may be deemed tobe concerned in or interested in passing of the saidresolution.

Item No.7:Dr. Kannan K. Vishwanath, 37 years, is the Founder and theVice Chairman and Managing Director of our Company. Heholds a Doctorate in Business Management (Ph.D). He hasan experience of 13 years in the pharmaceutical industry.As the Vice Chairman and Managing Director, Dr.Vishwanath, has been the backbone of our Company’s

operations and is involved in formulating the Company’sstrategy. Under his guidance, our Company ventured intonew geographies with a wide product range in varioustherapeutic segments. His vision and value system haveguided the organization towards profitable sustainability.Believing in responsibility delegation, Dr Vishwanathcreated a professional team and expects, Aanjaneya toemerge as a global player across multiple therapeuticsegments.

In view of the above, and taking into consideration theleadership qualities, your Board proposes to award Dr.Kannan Vishwanath by way of upward revision in hisremuneration package as detailed below and as approvedby the Remuneration Committee.

Basic Salary Upto maximum Rs. 12,50,000/- (Rupees Twelve Lacs FiftyThousand Only) per month or Rs. 1,50,00,000/- (RupeesOne Crore Fifty Lacs Only) per annum based on merit andtaking into account the Company's Performance.

Perquisites and Allowances

Category A Medical Reimbursement: Medical expenses actuallyincurred for self and family shall be reimbursed by theCompany under the mediclaim Policy.

Leave Travel Concession: Company shall provide leavetravel fare for the Vice-Chairman & Managing Director andhis family once a year, anywhere in India as per the Rulesapplicable to the Company and per Income Tax Rules.

Category BThe Company shall contribute towards Provident Funds/

Transfer Agents, M/s. Link Intime India Private Limited.

xiii. In order to exercise strict control over the transferdocuments, members are requested to send thetransfer documents/ correspondence, if any, directlyto:Link Intime India Private LimitedRegistrar & Share Transfer AgentUnit: Aanjaneya Lifecare LimitedC-13, Pannanlal Silk Mills Compound,L.B.S. Marg, Bhandup (W), Mumbai-400078Tel: 022- 25963838 ; Fax: 022-25946969

Important Communication to Members:The Ministry of Corporate Affairs has taken a “in theCorporate Governance” by allowing paperlesscompliances by the companies and has issued circularsstating that service of notice/documents including AnnualReport can be sent by e-mail to its members. To supportthis green initiative of the Government in full measure,members who have not registered their e-mail addresses,so far, are requested to register their e-mail addresses, inrespect of electronic holdings with the Depository throughtheir concerned Depository Participants.

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


Superannuation Fund/Annuity Fund, as agreed upon,provided that such contributions either singly or puttogether shall not exceed the tax free limit prescribedunder the IT Act.

The Company shall pay Gratuity, as agreed upon, at therate not exceeding half month's salary for each completedyear of service.

Leave on full pay and allowances, as per rules of theCompany, but not more than one month's leave for everyeleven months of service. However, the leaveaccumulated but not availed of will be allowed to beencashed at the end of the term as per Company rules.

The perquisites under this category shall not be includedin the computation of ceiling on remuneration.

Category CThe Company shall provide a car with a driver at the costof the Company for business use of the Company.

The Vice Chairman and Managing Director shall be entitledto reimbursement of all expenses incurred in connectionwith the business of the Company.

Reimbursement of entertainment expenses actually andproperly incurred in the course of business of theCompany shall be reimbursed.

Any and all expenditure actually and properly incurred onCompany's business shall be reimbursed to the ViceChairman and Managing Director.

Sitting FeesThe Vice Chairman and Managing Director shall not beentitled to sitting fees for attending meetings of the Boardof Directors or Committees thereof. He shall, however bereimbursed the actual travelling, lodging and boardingexpenses incurred by him for attending meeting of theBoard of Directors and the Committees thereof.

Minimum Remuneration The remuneration referred to above is subject to the limitof 5% of the annual net profits of the Company andsubject further to the overall limit of 10% of the annualnet profits of the Company on the remuneration of theVice Chairman & Managing Director and other Whole TimeDirectors of the Company taken together. Providedhowever that in the event of absence or inadequacy ofprofit, the Vice Chairman and Managing Director shall beentitled to remuneration mentioned under above and

perquisites as above within the minimum remunerationspecified in Schedule XIII of the Companies Act, 1956.However Vice Chairman and Managing Director shall notbe paid any sitting fees for attending the Board orCommittee meetings.

Except Dr. Kannan Vishwanath (being himself), no otherDirector of the Company may be deemed to be concernedor interested in passing of said resolution.

Item No.8:Mr. Shashikant B. Shinde, 60 years, is the Whole TimeDirector of our Company. Mr. Shinde holds a Mastersdegree in management from Marathwada University,Aurangabad, and is a gold medalist in Bachelors in Sciencefrom Marathwada University, Aurangabad. He possessesmore than 32 years of experience in the pharmaceuticalindustry. He is also the Secretary of All India Small DrugManufacturers Association. Mr. Shinde has earlier workedwith companies like Aristo Pharmaceuticals PrivateLimited, Geno Pharmaceuticals Limited, Rathi BrothersLimited and Lyka Labs Private Limited. He has handledmany responsibilities in areas as varied as Marketing andSales, Restructuring and Revitalizing businesses, BusinessDevelopment, Formulation Sourcing and Alliancemanagement, Acquisition and Divestment projects and insetting up and managing operations in many overseasmarkets. Presently, he is responsible for overseeing theoperations of our unit in Mulshi, Pune.

In view of the above, and taking into consideration his vastexperience in Pharma Industry which shall prove verybeneficial to the progress of the Company and also thelong stint he is having with the Company, your Boardproposes to revise his remuneration package as detailedbelow and as approved by the Remuneration Committeeat its meeting.

Basic SalaryUpto maximum Rs. 2,50,000/- (Rupees Two Lacs FiftyThousand Only) Per month or Rs. 30,00,000/- (RupeesThirty Lacs Only) per annum based on merit and takinginto account the Company's Performance.


Category A Medical Reimbursement: Medical expenses actuallyincurred for self and family shall be reimbursed by theCompany under the medi claim Policy.

5NOTICE 2011-12

Leave Travel Concession: Company shall provide leavetravel fare for the Whole Time Director and his family oncea year, anywhere in India as per the Rules applicable to theCompany and per Income Tax Rules.

Category BThe Company shall contribute towards Provident Funds/Superannuation Fund/Annuity Fund, as agreed upon,provided that such contributions either singly or puttogether shall not exceed the tax free limit prescribedunder the IT Act.




Category CThe Company shall provide a car at the cost of theCompany for business use of the Company.

The Whole Time Director shall be entitled toreimbursement of all expenses incurred in connectionwith the business of the Company.


Any and all expenditure actually and properly incurred onCompany's business shall be reimbursed to the WholeTime Director.

Sitting FeesThe Whole Time Director shall not be entitled to sittingfees for attending meetings of the Board of Directors orCommittees thereof. He shall, however be reimbursed theactual travelling, lodging and boarding expenses incurredby him for attending meeting of the Board of Directors andthe Committees thereof.

Minimum RemunerationThe remuneration referred to above is subject to the limitof 5% of the annual net profits of the Company and

subject further to the overall limit of 10% of the annualnet profits of the Company on the remuneration of theVice Chairman & Managing Director and other Whole TimeDirectors of the Company taken together. Providedhowever that in the event of absence or inadequacy ofprofit, the Whole Time Director shall be entitled toremuneration mentioned under above and perquisites asabove within the minimum remuneration specified inSchedule XIII of the Companies Act, 1956. However WholeTime Director shall not be paid any sitting fees forattending the Board or Committee meetings.

Except Mr. Shashikant Shinde (being himself), no otherDirector of the Company may be deemed to be concernedor interested in passing of said resolution.

Item No.9:Mr. Prabhat K. Goyal, 58 years, is the Whole Time Directorof our Company. Mr. Goyal is a Postgraduate in OrganicChemistry from Vikram University, Ujjain. Earlier, heworked with Elder Pharmaceuticals Limited, IPCALaboratories Limited, Ranbaxy Laboratories Limited andJayant Vitamins Limited. He has an experience of 33 yearsin the pharmaceutical basic drug industry. he also enjoysalmost two decades of experience in pharmamanufacturing and research, reflected in a proficiencyrelated to GMP and USFDA manufacture. He wasresponsible for setting up the APIs facility at Mahad . Hehas designed and commissioned the company's world-class manufacturing facility at Mahad . He has helpedbroaden the product portfolio, created a team ofproficient scientists and enriched the company'sintellectual property. He is in charge of developing aworld-class research center at Mahad.

In view of the above, and taking into consideration his vastexperience in Pharma Industry which shall prove verybeneficial to the progress of the Company and also thelong stint he is having with the Company, your Boardproposes to revise his remuneration package as detailedbelow and as approved by the Remuneration Committee.

Basic SalaryUpto maximum Rs. 2,50,000/- (Rupees Two Lacs FiftyThousand Only) Per month or Rs. 30,00,000/- (RupeesThirty Lacs Only) per annum based on merit and takinginto account the Company's Performance.



Category A Medical Reimbursement: Medical expenses actuallyincurred for self and family shall be reimbursed by theCompany under the medi claim Policy.

Leave Travel Concession: Company shall provide leavetravel fare for the Whole Time Director and his family oncea year, anywhere in India as per the Rules applicable to theCompany and per Income Tax Rules.

Category BThe Company shall contribute towards Provident Funds/Superannuation Fund/Annuity Fund, as agreed upon,provided that such contributions either singly or puttogether shall not exceed the tax free limit prescribedunder the IT Act.




Category CThe Company shall provide a car at the cost of theCompany for business use of the Company.

The Whole Time Director shall be entitled toreimbursement of all expenses incurred in connectionwith the business of the Company.


Any and all expenditure actually and properly incurred onCompany's business shall be reimbursed to the WholeTime Director.

Sitting FeesThe Whole Time Director shall not be entitled to sittingfees for attending meetings of the Board of Directors orCommittees thereof. He shall, however be reimbursed theactual travelling, lodging and boarding expenses incurred

by him for attending meeting of the Board of Directors andthe Committees thereof.

Minimum RemunerationThe remuneration referred to above is subject to the limitof 5% of the annual net profits of the Company andsubject further to the overall limit of 10% of the annualnet profits of the Company on the remuneration of theChairman & Managing Director and other Whole TimeDirectors of the Company taken together. Providedhowever that in the event of absence or inadequacy ofprofit, the Whole Time Director shall be entitled toremuneration mentioned under above and perquisites asabove within the minimum remuneration specified inSchedule XIII of the Companies Act, 1956. However WholeTime Director shall not be paid any sitting fees forattending the Board or Committee meetings.

Except Mr. Prabhat Kumar Goyal (being himself), no otherDirector of the Company may be deemed to be concernedor interested in passing of said resolution.

Item No.10: With a view to raise funds to expand the current area ofbusiness of Company by way of expansion of businessactivities for existing and new lines of businesses,investments in existing and/or new subsidiaries, if any,joint ventures or associates, and for other corporatepurposes, as may be permitted from time to time, theCompany may require some funding by way of issue ofnew share capital, hence it is proposed to increaseAuthorised Share Capital of the Company from Rs.30.00crores (divided into 3,00,00,000 Equity Shares of Rs.10/-each to Rs.50.00 Crores (divided into 5,00,00,000 EquityShares of Rs.10/-each).

None of the Directors of the Company is, in anywayconcerned or interested in the said resolutions.

The Directors recommend the resolutions for approval ofthe shareholders.


Place: Mumbai Dr. Kannan VishwanathDate: 13/08/2012 Managing Director

7NOTICE 2011-12


DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

(In pursuance of Clause 49 of the Listing Agreement)

Names of Directors Age Nature of Qualifications Other Membership Share

expertise Directorships in the committees Holding

of other Public

Companies

Mr. Shashikant Shinde 60 Over 33 years of B. Sc, Masters 1 NIL 10

experience in the Degree in

pharmaceutical Management

industry, Technical

Expert Staff in Liquid

and Capsule

Department

Mr. Giridhar Pulleti 44 Experience of 20 Masters degree 3 NIL NIL

years in the field of in Science with

pharmaceutical specialization in

industry Organic Chemistry

Mr. Minhaj Khan 33 He is a practicing B. COM, CA NIL NIL NIL

Chartered Accountant

with more than three

(3) years of

experience in

Company Law Matters,

Direct & Indirect

Taxes, International

Taxation, Business

Consultancy,

Investment & Portfolio

Management and

System Audit Business

Compliances, and

Bank & Trust Audits,

Tax Audits and

Company audits


DIRECTORS’ REPORT

The Directors of your Company have pleasure in presenting their Sixth Annual Reporttogether with the Audited Balance Sheet as on 31st March 2012, the related Statement ofProfit and Loss for the year ended on that date and the Auditors Report thereon.

Financial ResultsThis fiscal has been an exciting year in terms of growth and profitability. To build further on the success achieved by the

Company we have embarked on increased investments in all aspects. We are confident that these spends will enable us

to maintain our growth trajectory into the future.

The Financial Highlights are given below:-

(` in Lacs)

2011-2012 2010-2011

Sales and Other Income 48,232.10 32,045.46

Earnings Before Interest, Taxes, Depreciation and Amortisation 10,776.17 7,084.25

Less: Depreciation 1,566.49 258.36

Earning Before Interest and Tax 9,209.67 6,825.89

Less: Finance Charges 2,904.99 1,361.04

Profit Before Tax 6,304.69 5,464.85

Prior Period Expenses 0.06 6.07

Less: Provision for Taxation

Current Tax 1,261.43 1,594.33

Deferred Tax 940.34 263.18

Net Profit after Tax as carried to Balance Sheet 4,102.86 3,601.28

Basic & Diluted Earnings Per Share* 34.42 52.00

*The difference in calculation of EPS is due to Initial Public Offer and preferential share allotment.


Year in RetrospectThe Company’s Sales increased by 50% from

`32,025.98 Lacs in the previous year to `47,996.38 Lacs

in the current year.

EBITDA increased by 52% from `.7,084.25 Lacs in the

previous year to `10,776.17 Lacs in the current year.

Net Profit After Tax increased by 14% from `.3,601.28

Lacs in the previous year to `.4,102.86 Lacs in the current

year.

Debt equity ratio improved from 1.03 in the previous

year to 0.85 in the current year.

Total outside Liability to Net Worth improved from 1.19

in the previous year to 1.05 in the current year.

Current Ratio improved from 1.81 in the previous year

to 1.43 in the current year.

Business OutlookUnder challenging conditions the Company has stood up

well. We recognised that we need to step up to the plate,

build and cement our relationships with customers and

were reassured that our customers were supportive of our

efforts to enhance our deliverables. We are particularly

satisfied when our team responded as a unit to proactively

become a learning organisation, improve the quality

management systems and processes. Aanjaneya has set

itself a goal to become a zero-defect company in the

foreseeable future. This to our mind was the most

reassuring aspect of our journey into maturing as a leading

player in the industry. . Many changes stemmed from

looking inward at our execution capabilities and

examining our service deliveries, and in particular the due

date performance. Supply chain initiatives reduced the

lead time for delivery from receipt of orders, which in turn

lowered the inventory and ultimately made significant

improvement in customer relationships. We were on a

learning mode and examined processes, costs, yields and

productivity. We invested in underlining quality in

whatever we do.

Today, Aanjaneya is respected by its customers for our

large infrastructure for both APIs and formulations. They

also recognise our ability to develop new products and

regulatory expertise. They see our potential and

appreciate our confidence to compete with the best in the

business. They see a large base of competencies and

believe that we are capable of becoming a partner of

choice, a preferred supplier and a capable collaborator

who works for mutual benefit.

Dollar-rupee parity is creating an opposite impact on our

financials. A stronger dollar adds to our income and cash.

This conundrum needs to be addressed. We shall

aggressively drive up the revenues, pare costs, enhance

productivity, improve the business mix, lower the gearing

and take several other actions to improve the profit after

tax. We shall strive to make Aanjaneya the Company of

choice for all our stakeholders.

Excellence AwardsIn recognition of excellence in Corporate Governance, the

following awards have been conferred on the Company:

India’s Most Valuable Company in Corporate

Governance, Ethical Practice & Sustainability Vision at 3rd

Annual India Leadership Conclave & Indian Affairs

Leadership Awards 2012

The European Award for Best Corporate Governance

Practices 2012 in Gold Category by European Society for

Quality Research at Amsterdam

Research & DevelopmentR&D is dedicated to achieve two primary objectives; foster

quality product development which meets market

demand, and contribute to the bottom line of the

Company. The focus areas are:

Quality by design: In line with regulatory expectations,

R&D teams have embraced a quality-by-design approach

in product and process development;

Cost effectiveness: In line with business expectations,

R&D emphasises cost consciousness in the increasingly

competitive generic market

The R&D teams are integrated into the operations of the

business units, both in marketing and manufacturing

interface, ensuring product development oriented to

market requirements and Customer needs. The time-to-

market, the short time it takes between product

developments, submission for regulatory approval and

post-approval product launch, is a major competitive

advantage for Aanjaneya. In a bid to sharpen the focus and

lead the business by introducing new processes and

products, the R&D function has been consolidated with

establishment of a new state-of-the-art Centre for

Chemical Research dedicated to API research with

additional resources aimed at strengthening the product

basket and leading the CRAMS initiative, all under one roof

at Mahad.

The existing R&D Centre supplemented with fresh talent is

already ramping up oral and lozenges research for

formulation products. We therefore have two Centers of

Excellence leading the way forward. Research teams are

dedicated to identifying opportunities for the oral solids

and the Lozenges portfolios. The Ointments & Gels

portfolio team has been created for focus on hormonal

formulations. Many new products in these categories have

been developed and filed or are ready for filing.

The Company now has products ready to be filed in the

Lozenges segment.

The core strength of the Company is the ability to convert

knowledge into complex chemistry and Molecules and be

date driven in building a product portfolio. The team's

strength can be better appreciated by the successes in the

selection process for products with potential growth in the

market, search for synthetic routes which facilitate create

non -infringing processes and patents, design processes

and purification methods that meet ICH guidelines, ensure

regulatory compliance while launching high value

products with entry barriers.

The existing approved product portfolio is spread across

several dosage forms including tablets, Hormonal gels,

Hard Boiled Lozenges, Codeine based Syrups, Ointments

Dental creams.

In addition, more than 75 novel formulations in lozenges

gels ointments & tablets are under various stages of active

development.

During 2011-12, the Company filed more than 60 dossiers

in various emerging markets like Haiti, Dominican

Republic, Ivory Coast, Kenya, Tanzania, South Africa, Costa

Rica, Belize, Peru, Bolivia, Cambodia, Vietnam, Philippines

amongst others.

Our R&D team has a long-term perspective and shall

continue to sharpen our competitive thrust by working on

technologies required to develop new products and

processes and ensure that Aanjaneya stays on course to

becoming one of the admired regulatory-compliant



DIRECTORS’ REPORT CONTD.

Environment & Safety OutlookAt Aanjaneya, operating profitably is as important as

safeguarding the ecological basis of life and achieving a

balance. The cornerstone of sustainable business

development in the long-term includes the competitive

creation of value in manufacturing as well as preservation

of natural resources in a responsible and human-friendly

work environment. The Company has pursued forward-

looking environmental policies involving foresighted and

prudent use of available natural resources in its

operations.

The product portfolio is comprised of products

manufactured from safe raw materials with high utilisation

and low wastage. There is considerable effort made to

recycle materials and save water, energy and fuels.

To create a more secure work environment for our

employees, a few concrete steps were initiated to

proactively identify process safety issues and resolve

them, including the following:

Process risk analysis in API units;

Re-HAZOP of all processes in API units;

Activity-based risk assessment for non-process

activities (warehouse, engineering, QC) in both API and

formulation units;

Devise specific handling procedures for hazardous

chemicals with training on those procedures;

Process safety testing: determination of thermal

conductivity of all powders and flammability of powders

which are not conductive;

Review of layouts and P&ID for new projects before

finalisation. Presently, the following steps have been

initiated to improve our review and auditing process:

Examination of processes involving hazardous raw

materials and critical chemistry by senior management;

Inter plant safety audits - where safety personnel from

one unit audits another unit

Monthly review of EHS along with the operations team;

Appointment of a world-class consultant to evaluate the

safety management system and give directions to bring

about a cultural and attitude change towards safety;

Creation of departmental safety committees to ensure

participation of employees in lower cadre in safety

communication and propagation;

EHS alert system, in which significant EHS incidents and

learning from those are shared across all units of

Aanjaneya.

Improving our environmental performance and raising

awareness of our commitment is a key element of our

value chain. We believe higher standards in providing

safety, ensuring protection, reducing wastage; minimising

consumption of natural resources and caring for the future

are all as much good economics as they are in adding to

our sustainable growth. Better relations with the

customers and society and earning their trust should

ultimately reflect in the balance.

DividendYour Directors are pleased to recommend dividend

@20% [i.e. `.2/- per share] on the paid up equity capital

of the Company for the year ended 31st March 2012.

The dividend will be paid to members whose names

appear in the Register of Members as on September 03,

2012; in respect of shares held in dematerialised form, it

will be paid to members whose names are furnished by

National Securities Depository Limited and Central

Depository Services (India) Limited, as beneficial owners

as on that date.

Capital and FinanceThe paid up share capital of the Company has increased

from `757.67 Lacs to `1388.72 Lacs. The Company issued

13,10,484 shares of `10/- each at a premium of `486.00


per share to Apex Drugs & Intermediates Ltd. aggregating

to `6500.00 Lacs for consideration other than cash in

March 2012.

During the year under review, the Company is enjoying

working capital limit to the tune of `12,500 lacs from Bank

of Baroda Canara Bank, Corporation Bank Oriental Bank of

Commerce, Punjab national bank & UCO Bank, `7,000 Lacs

as working capital demand loan from State Bank of

Hyderabad , J& K Bank, Bank of India and Allahabad Bank.

And Letter of Credit of `1500 lacs from J&K Bank.

CapexThe Company is in process of completing the capex &

refurbishment of Mahad and Pune facilities with funds

raised from IPO Proceeds.

Acquisition of Assets of Apex Drugs Intermediaries

Limited (ADIL):-

The Company is in the process of acquiring the assets of

ADIL. Acquisition of assets of ADIL would be contributing

substantially to the expansion program of the business of

ALL. Some of The broad reasons for the same are:

With Acquisition of manufacturing facilities, business &

employees of ADIL , ALL would become fully integrated

pharma company with presence in entire value chain

Acquisition of business of ADIL would save time to

procure clearness like environmental clearness which

takes on an average two years. The acquisition could give

access to the market of Hyderabad to the Company.

Product portfolio would be widened by ADIL’s API

business if Aids/ HIV, Diabetes Ace inhibitors and CNS

which would have taken 3-4 years time had ALL replicated

the same.

Entry into tender based business where volume will

drive the Company's topline. ALL’s dependence on third

party for pricing and supply would decline to a large

extent.

With acquisition of business clients of ADIL, ALL will be

to cross-sell products to ADIL’s customer base.

In monetary terms. Company would be able to sell 40%

of the APIs into formulations and formulations sales would

be 3x the API sales.

Fixed DepositThe Company has not accepted any fixed deposits during

the year under review.

Management’s Discussion and AnalysisReportManagement’s Discussion and Analysis Report for the year

under review, as stipulated under Clause 49 of the Listing

Agreement with the Stock Exchanges in India, is presented

in a separate section forming part of the Annual Report.

Subsidiary CompanyThe Company has made investment in Eros Pharmachem

Pte. Ltd., a Singapore based Company to the extent of

90% by acquiring its ordinary share capital, thus making it

the subsidiary of our Company.

Further Statement under Section 212 of the Companies

Act, 1956 is enclosed herewith.

DirectorsDuring the year under review, Mr. Giridhar Gopal Pulleti

and Mr. Shashikant Shinde retire by rotation and being

eligible offer themselves for reappointment at the

forthcoming Annual General Meeting.

Further Mr. Kashi Vishwanathan retired as the Chairman &

Director of the Company w.e.f. 10th April 2012 as per the

terms and condition of Code of Conduct under ambit of

HR policy of the Company, but taking into consideration

his vast experience and knowledge in the Pharmaceutical

Industry, was nominated as Chairman-Emeritus of the

Company.

Further, Mr. Minhaj Khan was appointed as an Additional



Director of the Company w.e.f. 11th June 2012 and is

eligible for reappointment at the forthcoming Annual

General Meeting and whose period of office is liable to

retirement by rotation.

Compliance OfficerMr. Yogesh Patel, an Associate Member of the Institute of

Company Secretaries of India was appointed as the

Company Secretary and Compliance Officer of the

Company w.e.f. 08/10/2011.

Auditors and Auditors ReportM/s. Agarwal Desai & Shah, Chartered Accountants,

Auditors of the Company retires at the conclusion of this

Annual General Meeting and being eligible offers

themselves for reappointment.

Auditors ReportAuditors Report as issued by M/s. Agarwal Desai & Shah,

Chartered Accountants is self explanatory and do not call

for further clarification by the Board.

Cost AuditorsYour Board has proposed the appointment of M/s. Shriram

& Co as Cost Auditors of the Company for conducting Cost

Audit for the financial year 2012-13.

PersonnelThe Company considers human resources as its greatest

asset and strength in the process of development and

progress. In terms of the provisions of Section 217(2A) of

the Companies Act, 1956, read with the Companies

(Particulars of Employees) Rules, 1975 as amended by the

Companies (Particulars of Employees) Rules, 2011, the

names and other particulars of the employees are set out

in the Annexure-A to the Directors’ Report.

Disclosure of ParticularsInformation as per the The Companies (Disclosure of

Particulars on the report of the Board of Directors) Rules,

1988 relating to Conservation of Energy, Technology

Absorption, Forex Earnings & Outgo is provided in

Annexure B forming part of this report.

Directors Responsibility StatementPursuant to the requirement under section 217(2AA) of

the Companies Act with respect to Directors

Responsibility Statement, it is hereby confirmed.

a. That in preparation of the accounts for the financial

year ended 31st March 2012 the applicable accounting

standards have been followed along with proper

explanation relating to material departure.

b. That the Directors have selected such accounting

policies and adopted them consistently and made

judgment and estimates that were reasonable and

prudent so As to give a true and fair view of the state of

affairs of the Company for the year under the review.

c. That the Directors have taken proper and sufficient care

for maintenance of adequate accounting records in

accordance with the provision of the companies Act,

1956 for safeguarding the assets and for preventing,

detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the

financial year ended 31st March 2012 on a going

concern basis.

Corporate GovernanceThe Company is committed to maintain the highest

standards of Corporate Governance and adhere to the

Corporate Governance requirements set out by SEBI. The

Company has also implemented several best Corporate

Governance practices as generally prevalent.

The Report on Corporate Governance as stipulated under

Clause 49 of the Listing Agreement forms part of the

Annual Report.

The requisite Certificate from the Practicing Company


Secretary confirming compliance with the conditions of

Corporate Governance as stipulated under the aforesaid

Clause 49 is attached to this Report.

ListingThe shares of the Company are listed on the National

Stock Exchange of India Limited and Bombay Stock

Exchange Limited. The Company has paid the annual

listing fees to the NSE and BSE for the year 2012-2013.

Board CommitteesIn Compliance with both the mandatory and non-

mandatory requirements under the Listing Agreement and

the applicable laws, the Board has constituted the

following committees:

(i) Audit Committee

(ii) Shareholders/ Investor Grievance Committee

(iii) Remuneration Committee

(iv) IPO Committee

(v) Investment Committee

(vi) Corporate Governance Committee

(vii) Nomination Committee

(viii) Human Resource Management Committee

(ix) Project Appraisal Committee

(x) Risk Management Committee

(xi) Financial Management Committee

(xii) Business Development Committee

(xiii) Health, Safety, Environment & Social Responsibility

Committee

AcknowledgmentYour Directors would like to express their appreciation for

the assistance and co-operation received from Bankers,

Govt authorities, customers, and vendors during the

year.Your Directors also wish to place on record their deep

sense of appreciation for the committed services of

Executives, Staff and workers of the Company.

We are on the verge of storming both the domestic and

international markets with our innovative and specialty

products and make a mark globally for the Company. We

seek your active cooperation for all our future endeavors

to make your Company a leading pharmaceutical

Company.

For and on behalf of the Board

Dr. Kannan Vishwanath Shashikant Shinde

Managing Director Whole time Director

Place: Mumbai

Date: 13/08/2012



For and on behalf of the Board

Dr. Kannan Vishwanath Shashikant Shinde

Managing Director Whole time Director

Place: Mumbai

Date: 13/08/2012


SECTION 212

Statement pursuant to Section 212 of the Companies Act, 1956

Sr. No. Name of the Subsidiary EROS PHARMACHEM PTE. LIMITED

1 Financial Year Ended 31/03/2012

2. Date from which it became subsidiary company 28/02/2012

3 Shares of Subsidiary held as on 31st March, 2012 180000

a. Total Number of Shares and face value 200000

(Face Value- 1 Singapore Dollars)

b. Extent of holding 90%

4 Net aggregate amount of profit/(loss) of the subsidiary

so far as it concerns the members of Aanjaneya

Lifecare Limited for current financial year

A Dealt with in the accounts of Aanjaneya Lifecare Ltd. Nil

B Not dealt with in the accounts of Aanjaneya Lifecare Ltd. (360896)

5 Net aggregate amount of profit/(loss) of the subsidiary so

far as it concerns the members of Aanjaneya Lifecare Ltd.

for the previous financial year

a Dealt with in the accounts of Aanjaneya Lifecare Ltd. NOT APPLICABLE

b Not dealt with in the accounts of Aanjaneya Lifecare Ltd. NOT APPLICABLE

2

A. Conservation of Energy: i) Energy conservation measures taken-

- Monitoring closely high energy consuming

equipment

- Optimum use of compressor through shut down

during low demand period

- Use of energy saving lighting arrangements.

ii) Additional investment/ proposals being implemented

for reduction of consumption of

Energy – Exploring use of Solar AC.

iii) Impact of measures at (i) &(ii) for reduction of energy

consumption and on cost of production of goods.

– Energy conserved and cost of production reduced..

iv) Total Energy consumption and Energy consumption

per unit of production as per Form A.

a) Total Fuel & oil consumed : 216475.08 Ltrs.

Expense `1,28,36,435

Average rate per Ltr. : `59.30

Coal used : 2,786.44 MT

Expense : `2,56,96,266

Average Rate per Kg. : `9.22/Kg

b) Total power consumed : 1002605.26 units in kwh

Expense `73,00,974

Average rate per unit : `7.28/kwh

B .Technology AbsorptionEfforts made in technology absorption as per Form B

Research and Development:

1. Specific areas in which R & D carried out are in Anti-

Cancer;Anti-Malarial and Niche APIs. Other Areas

include process monitoring and development work to


ANNEXURE TO THE DIRECTORS’ REPORT

ANNEXURE – AStatement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read

with the Companies (Particulars of Employees) Rules, 1975 forming part of the Directors Report.

Sl. Name of the Designation Remuneration Qualification and Date of Age Last

No. Employee (in `) Experience Commencement Employment

of Employment held

1. Dr. Kannan Managing 1,00,00,000/-* Doctor of Philosophy 04/05/2010 37 –

Vishwanath Director in Business Management

and having 13 yrs

experience in

pharmaceutical industry

ANNEXURE – BInformation as per the The Companies (Disclosure of Particulars on the report of the Board of Directors) Rules, 1988

relating to Conservation of Energy,Technology Absorption,Forex Earnings & Outgo

* Proposed for F.Y.. 2012-2013

improve operating efficiencies.

2. The benefits derived are

Opening up avenues for more business in future

including export potential.

Broadening of product range and opening new

product lines for future growth of business

Technology upgradation

Generation of know-why as well as know –how

Winning International awards

Saving of Forex and development of ability to

compete Globally.

3. Future Plan of Action

Development of New products and Process

Creation of Intellectual Property and leveraging to

increase the value of business

Upgradation and new variants of existing products

Technology Absorption, Adaptation and Innovation:

1. Efforts in brief made towards technology,

absorption, adoption and innovation

Using state of the art equipment,instrumentation

and software.

Deputation of Personnel for Training.

Participation in symposium and exhibitions.

Review of technical literature and patents in relevant

technology areas

Analysing feed back from users to improve process

and services

Use of alternate materials

2. Benefits derived are

Product quality performance in view of new

business opportunities.

Expansion of product range and export opportunity

Product improvement

Cost reduction and reduced delivery time

Exposure to international developments and

opportunity to show case products developed

Improvement in job knowledge and capability

development for global acceptance

3. Information regarding Technology imported-Nil.

C. ForexActivities relating to exports

The Company endeavours to have a diversified range of

products and there is a dedicated cell for giving impetus

to exports. The Company regularly participates in

prestigious international exhibitions and conducts market

surveys. The Company has agents in over 60 countries to

boost exports. The Company is intensifying efforts in

selected countries and exploring new markets.

Foreign exchange Earnings & Outgo:

Earning * : `4020.11 Lacs

Expenditure* : `732.20 Lacs

* Earnings in respect of Exports & Expenditure in respect

of Raw material, Travel , Foreign Exhibition, Product

development, Research and Development and Lodging &

Boarding Charges.



OUR HISTORICALPERFORMANCE

Sales (` in lacs)

2007

-08

2008

-09

2009

-10

2188

9013

1616

7

2010

-11

3202

6

2011

-12

2007

-08

2008

-09

2009

-10

2010

-11

2011

-12

4799

6

EBITDA (` in lacs)

506

1092

2980

7084

1077

6

CAGR sales increase in the last 5 years

116%

CAGR PAT increase in the last 5 years

105%

CAGR EBITDA increase in the last 5 years

115%

CAGR operating cashprofit increase in the last 5 years

117%


2007

-08

2008

-09

2009

-10

2010

-11

2011

-12

2007

-08

2008

-09

2009

-10

2010

-11

2011

-12

2007

-08

2008

-09

2009

-10

2010

-11

2011

-12

PAT (` in lacs)

232

511

1508

3601

4103

Operating cashprofit (` in lacs)

255

562

1596

3860

5669

TOL / TNW (x)

Total Outside Liability / Tangible Net Worth

5.39

3.90

1.71

1.19

1.05

1. Company’s Philosophy The Management of your Company continues to strive for

excellence in good governance and responsible

management practices, benchmarking with best of global

companies.

Your Company has been practicing corporate governance

principles much before it became mandatory. Your

Company believes that for a company to be successful it

must maintain global standards of corporate conduct

towards its stakeholders. The Company believes that it is

rewarding to be better managed and governed and to

identify its activities with national interest. To that end,

your Company has always focused on good corporate

governance which is the key driver of sustainable

corporate growth and long term value creation.

Your company views corporate governance in its widest

sense almost like a trusteeship, a philosophy to be

progressed, a value to be imbibed and an ideology to be

ingrained into the corporate culture.

It is not merely compliance and simply a matter of creating

checks and balances; it is an ongoing measure of superior

delivery of company’s objectives with a view to translate

opportunities into reality. It involves leveraging its

resources and aligning its activities to national need,

shareholders benefit and employee growth, thereby

delighting all its stakeholders, while minimising the risks.

The primary objective is to create and adhere to a

corporate culture of conscience and consciousness,

transparency and openness, fairness, accountability,

propriety, equity, sustainable value creation, ethical

practices and to develop capabilities and identify

opportunities that best serve the goal of value creation,

thereby creating an outperforming organisation

2. Board of DirectorsYour Company has an optimum combination of Executive

& Non-Executive Directors on Board. The Board comprises

of four (4) Executive Directors & four (4) Non- Executive

Directors. As the Chairman of the Company is Executive

Director (retired on 10/04/2012), 50% of the total

strength of Directors on Board is Non- Executive

Independent Directors. The necessary disclosures

regarding committee position have been made by all the

Directors.

Board Procedure:

A) Institutionalised decision making process:

With a view to institutionalise all corporate affairs and

setting up systems and procedures for advance

planning for matters requiring discussion/ decisions by

the Board , the Company has defined guidelines for the

meetings of the Board of Directors and Committees

thereof. These Guidelines seek to systematise the

decision making process at the meetings of

Board/Committees, in an informed and efficient

manner.

B) Scheduling and selection of Agenda items for Board/

Committee Meetings:

(i) The meetings are convened by giving appropriate

advance notice after obtaining approval of the

Chairman of the Board/ Committee. Detailed

agenda, management reports and other

explanatory statements are circulated in advance

in the defined agenda format amongst the

members for facilitating meaningful, informed and

focused decisions at the meetings. To address

specific urgent need, meetings are also being

called at a shorter notice. In case of exigencies or


CORPORATE GOVERNANCEREPORT

urgency Resolutions are passed by circulation.

(ii) Where it is not practicable to attach any document

or the agenda is of confidential nature, the same is

tabled with the approval of CMD. In special and

exceptional circumstances, additional or

supplemental item(s) on the agenda are permitted.

Sensitive subject matters are discussed at the

meeting without written material being circulated.

(iii) The agenda papers are prepared by the concerned

officials, sponsored by the concerned functional

Directors and submitted for obtaining approval of

the Chairman and Managing Director, well in

advance. Duly approved agenda papers are

circulated amongst the Board members by the

Company Secretary and by the respective

convener of the Committee.

(iv) The meetings of the Board/Committees are

generally held at the Company’s Registered Office

in Mumbai.

(v) The Board/Committee is given presentations

covering Finance, Production, Operations, major

Business Segments, Human Resources, Marketing,

Joint Venture operations etc. of the Company and

for taking on record quarterly / annual financial

statements at the pre-scheduled Board/Committee

meetings.

(vi) The members of the Board/Committee have

complete access to all information of the Company.

The Board is also free to recommend inclusion of

any matter in agenda for discussion. Senior

management officials are called to provide

additional inputs to the items being discussed by

the Board/Committee, as and when necessary.

C) Recording minutes of proceedings at the Board

Meeting:

Minutes of the proceedings of each Board/Committee

meeting are recorded. Draft minutes are circulated

amongst all members of the Board/ Committee for their

critical appreciations and comments. The comments are

incorporated in the minutes, which are finally approved

by the Chairman of the Board/Committee. These

minutes are confirmed in the next Board/Committee

Meeting. The finalised minutes of the proceedings of

the meetings are entered in the Minutes Book.

D) Follow-up mechanism:

The guidelines for the Board/Committee Meetings

facilitate an effective post meeting follow-up, review

and reporting process for the action taken on decisions

of the Board and Committee. Functional Directors

submit follow-up Action Taken Report (ATR) on the

areas of their responsibilities, at least once in a quarter,

on the decisions/ instructions/directions of the Board.

E) Compliance:

Every functional Director while preparing the agenda

notes is responsible for and is required to ensure

adherence to all the applicable provisions of law, rules,

guidelines etc. The Company Secretary has to ensure

compliance to all the applicable provisions of the

Companies Act, 1956, Secretarial Standards issued by

ICSI, SEBI Guidelines, Listing Agreement, and other

statutory requirements pertaining to capital market. A

Quarterly Compliance Report (collected from all work

centers) confirming adherence to all the applicable laws,

rules, guidelines and internal instructions/ manuals

including on Corporate Governance is reviewed by the

Audit & Ethics Committee and the Board.



CORPORATE GOVERNANCE REPORT CONTD.

The composition of the Board of Directors is as follows:

The names and categories of Directors, their attendance at the Board Meetings held during the year and at the last Annual

General Meeting, as also the number of directorships and committee positions held by them in other Companies are

given below:

Directors Category No. of Attendance Directorship in All Mandatory Board Meetings at AGM other Companies Board Committeesattended during held on (Public and in which he/she is a

2011-12 30th Sept 2011 Private Co) Chairman/Member@

Chairman Member

*Mr. Kashi Executive 17 Yes 1 NIL 2Vishwanathan Chairman

Dr. Kannan Managing 17 Yes 2 NIL NILVishwanath Director

Mr. Prabhat Whole time 15 No 0 NIL NILKumar Goyal Director

Mr. Shashikant Whole time 17 Yes 1 NIL NILShinde Director

Mr. Giridhar Non Executive & 12 No 3 NIL NILPulleti Independent

Director

Mr. Balkrishna Non Executive & 12 Yes 1 2 NILParab Independent

Director

Dr. Ullooppee Non Executive & 10 No 1 NIL 2Badade Independent

Director

Mr. Kalidas Non Executive & – No 0 NIL NILPatel** Independent

Director

Mr. Paul Non Executive & 5 No 1 NIL NILNaythatil*** Independent

Additional Director

* Resigned as Director w.e.f. 10th April, 2012.

** Resigned as Director w.e.f. 7th July, 2011.

*** Appointed as an Additional Director w.e.f. 7th July 2011

@ In accordance with Clause 49, Memberships/Chairmanships of only the Audit Committees and

Shareholders’/Investors’ Grievance Committees in all public limited companies (excluding Aanjaneya Lifecare

Limited) have been considered.


The Board of Directors of the Company met 17 times

during the financial year 2011-2012, the details of the

same are as follows: 28th April, 2011, 14th May, 2011,

18th May, 2011, 27TH June, 2011; 06th July, 2011; 15th

July, 2011; 12th August, 2011; 25th August, 2011; 02nd

November, 2011; 14th November, 2011; 21st November,

2011; 13th December, 2011; 02nd January, 2012; 09th

January, 2012; 30th January 2012, 2nd February, 2012

and 28th March, 2012.

None of the Non-Executive Directors of the Company have

any pecuniary relationship or transactions with the

Company other than sitting fees paid to them. The

Shareholding of Non-Executive Directors 31st March,

2012 is as follows:

Sr. No. Directors No. of Shares held

1 Mr. Giridhar Pulleti NIL

2 Mr. Balkrishna Parab NIL

3 Dr. Ullooppee Badade NIL

4 Mr. Kalidas Patel** NIL

5 Mr. Paul Naythatil*** NIL

**Resigned as Director w.e.f. 7th July, 2011.

***Appointed as an Additional Director w.e.f. 7th July

2011

Role of the Company Secretary in overall governance

process:

The Company Secretary plays a key role in ensuring that

the Board procedures are followed and regularly

reviewed. The Company Secretary ensures that all

relevant information, details and documents are made

available to the Directors and senior management for

effective decision-making at the meetings. The Company

Secretary is primarily responsible to ensure compliance

with applicable statutory requirements and is the

interface between the management and regulatory

authorities for governance matters. All the Directors of the

Company have access to the advice and services of the

Company Secretary.

Board Committees:

In Compliance with both the mandatory and non-

mandatory requirements under the Listing Agreement and

the applicable laws, the Board has constituted the

following committees:

(i) Audit and Ethics Committee


(iii) Remuneration Committee

(iv) IPO Committee


(vi) Human Resource Management Committee

(vii) Project Appraisal Committee

(viii) Financial Management Committee

(ix) Business Development Committee

(x) Health, Safety, Environment & Social Responsibility

Committee

(xi) Corporate Governance Committee

(xii) Risk Management Committee

(xiii) Nomination Committee

The terms of reference of the Audit & Ethics Committee

are in accordance with Section 292 of the Companies Act,

1956 and the guidelines set out in Clause 49 of the Listing

Agreement.

The Committee is headed under the stewardship of Shri

Balakrishna Parab , an Independent non-executive

Director Director(Finance), ED-Chief-Corporate Finance

and Head-Corporate Internal Audit are the permanent

invitees. Representatives of Statutory Auditors were

invited to attend and participate in the meetings.

Functional Directors, Executives of Finance and other

departments are invited on need basis.

The Chairman of the Audit & Ethics Committee was

present at the last AGM of the Company.



i) Audit and Ethics Committee

The Audit and Ethics Committee consists of:

Sr. No. Name of the Director Designation in the Committee Nature of Directorship

1. Mr. Balkrishna Parab [Chairman of the Committee w.e.f. 07/07/2011 Chairman Non-Executive and

as a result of re-constitution] Independent Director

2 Mr. Kalidas Patel (Chairman till 07/07/2011) Chairman Non-Executive and

Independent Director

3 Dr. Ullooppee Badade Member Non-Executive and

Independent Director

4 Mr. Giridhar Pulleti Member Non Executive Independent

Director

The Audit Committee Meetings were held 8 (Eight) times during the financial year 2011-2012 on 15th April 2011, 31st

May 2011, 7th July 2011, 15th July 2011, 12th August 2011, 25th August 2011, 14th November 2011 and 30th January

2012.

Details of Audit Committee Meetings held & attended by Directors:

Sr. No. Name of the Director No. of Meetings held No. of Meetings Attended

1 Mr. Balkrishna Parab* 8 5

[Chairman of the Committee w.e.f. 07/07/2011

as a result of re-constitution]

2 Mr. Kalidas Patel** 8 3

[Chairman till 07/07/2011]

3 Dr. Ullooppee Badade 8 8

4 Mr. Giridhar Pulleti 8 8

*The Audit Committee was reconstituted on 11th July, 2011, as a result of which Mr. Balkrishna Parab was appointed as

Chairman of the said committee & Mr. Kalidas Patel ceased to be Chairman of said committee.

**Resigned from directorship w.e.f. 7th July, 2011.

The Company Secretary of the Company acts as the

Secretary to the Audit & Ethics Committee.

The role of the Audit & Ethics Committee includes the

following:

a) Overseeing financial reporting processes and the

disclosure of financial information, to ensure that the

financial statements are correct, sufficient and credible;

b) Recommending to the Board, audit fees payable to

Statutory Auditors appointed by C&AG and approving

payments for any other services;

c) Reviewing with management the periodic financial

statements/results before submission to the Board,

focusing primarily on:

- matters required to be included in the Directors’

Responsibility Statement ;

- any changes in accounting policies and practices;

- major accounting entries based on exercise of

judgement by the management;

- qualifications in draft audit report;

- significant adjustments arising out of the audit;

- the going concern assumption;

- compliance with accounting standards;

- compliance with listing agreement and legal

requirements concerning financial statements;

- any related party transactions i.e. transactions of the

Company of material nature, with promoters or the

management, their subsidiaries or relatives etc. that

may have potential conflict with the interest of the

Company at large;

d) Reviewing with the management, Statutory Auditors,

Govt. Audit and Internal audit reports, adequacy of

internal control systems and recommending

improvements to the management;

e) Reviewing the adequacy of internal audit function,

approving internal audit plans and efficacy of the

functions including the structure of the internal audit

department, staffing, reporting structure, coverage and

frequency of internal audits;

f) Discussion with internal auditors any significant

findings and follow-up thereon;

g) Reviewing the findings of any internal investigations by

the internal auditors into the matters where there is

suspected fraud or irregularity or a failure of internal

control systems of a material nature and reporting the

matter to the Board;

h) Discussion with the Statutory Auditors before the audit

commences, the nature and scope of audit, as well as

post-audit discussion including their observations to

ascertain any area of concern;

i) Reviewing the Company’s financial and risk

management policies;

j) Reviewing Quarterly Compliance Report confirming

adherence to all the applicable laws, rules, guidelines,

instructions and internal instructions/manuals

including on Corporate Governance principles;

k) Reviewing the management discussion and analysis of

financial condition and results of operations, statement

of significant related party transactions, management

letters/letter of internal control weaknesses issued by

the statutory auditors, internal audit reports; and

l) Reviewing the financial statements and in particular the

investments made by the unlisted subsidiaries of the

Company.

m) Matters relating to Corporate Governance including

Ethics in business.

Minutes of the meetings of the Audit & Ethics Committee

are approved by the Chairman of the Committee and are

noted and confirmed by the Board in its next meeting.

The terms of reference of the Audit and Ethics Committee


are as follows:

1. Overseeing our Company’s financial reporting process

and the disclosure of its financial information to

ensure that the financial statement is correct,

sufficient and credible.

2. Recommending to the Board, the appointment, re-

appointment and, if required, the replacement or

removal of the statutory auditor and the fixation of

audit fees.

3. Approval of payment to statutory auditors for any

other services rendered by the statutory auditors.

4. Appointment, removal and terms of remuneration of

internal auditors

5. Reviewing, with the management, the annual financial

statements before submission to the Board for

approval, with particular reference to:

Matters required to be included in the Director’s

Responsibility Statement to be included in the Board’s

report in terms of clause (2AA) of Section 217 of the

Companies Act 1956;

Changes, if any, in accounting policies and practices

and reasons for the same;

Major accounting entries involving estimates based

on the exercise of judgment by management;

Significant adjustments made in the financial

statements arising out of audit findings;

Compliance with listing and other legal

requirements relating to the financial statements;

Disclosure of any related party transactions;

Qualifications in the draft audit report;

6. Reviewing, with the management, the quarterly, half-

yearly and annual financial statements before

submission to the Board for approval;

7. Reviewing, with the management, the statement of

uses / application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the

statement of funds utilised for purposes other than

those stated in the offer document/prospectus/notice

and the report submitted by the monitoring agency

monitoring the utilisation of proceeds of a public or

rights issue, and making appropriate

recommendations to the Board to take up steps in this

matter;

8. Monitoring the use of the proceeds of the proposed

initial public offering of our Company.

9. Reviewing, with the management, performance of

statutory and internal auditors, and adequacy of the

internal control systems;

10. Reviewing the adequacy of internal audit function, if

any, including the structure of the internal audit

department, staffing and seniority of the official

heading the department, reporting structure,

coverage and frequency of internal audit;

11. Reviewing management letters / letters of internal

control weaknesses issued by the statutory auditors;

12. Discussion with internal and statutory auditors on any

significant findings and follow up there on;

13. Reviewing the findings of any internal investigations

by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal

control systems of a material nature and reporting the

matter to the Board;

14. Discussion with the statutory auditors before the

audit commences, about the nature and scope of

audit as well as post-audit discussion to ascertain any

area of concern;

15. To look into the reasons for substantial defaults in the

payment to the depositors, debenture holders,

shareholders (in case of nonpayment of declared

dividends) and creditors;

16. To review the functioning of the Whistle Blower

mechanism, when the same is adopted by our

Company and is existing;



The terms of reference of the Shareholders/Investor

Grievance Committee are as follows:

The Shareholders / Investors Grievance Committee is

responsible for the redressal of shareholders and

investors’ grievances and oversees performance of the

registrars and transfer agents of the Company and

recommends measures for overall improvement in the

quality of investor services. This committee also monitors

the implementation and compliance of our Code of

Conduct for Prohibition of Insider Trading pursuant to the

Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 1992, as amended. In

compliance of the provisions of Clause 49 of the listing

agreements with the Stock Exchanges, its terms of

reference include the following:

1. Efficient transfer of Equity Shares; including review

of cases for refusal of transfer / transmission of

shares and debentures;

2. Redressing of shareholders and investor complaints

such as non-receipt of declared dividend, annual

report, transfer of Equity Shares and issue of

duplicate/split/consolidated share certificates;

17. Carrying out any other function as may be statutorily

required to be carried out by the Audit Committee;

18. The Audit Committee shall mandatory review the

following information:

Management discussion and analysis of financial

condition and results of operations;

Statement of significant related party transactions

(as defined by the audit committee), submitted by

management;

Management letters / letters of internal control

weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control

weaknesses; and

The appointment, removal and terms of

remuneration of the Chief internal auditor shall be

subject to review by the Audit Committee.

Financial statements, in particular, the investments

made by the unlisted subsidiary company.



The Shareholders/Investor Grievance Committee consists of:


1 Dr. Ullooppee Badade Chairman Non-Executive and Independent Director

2 Mr. Giridhar Pulleti Member Non-Executive and Independent Director

3 Mr. Balkrishna Parab Member Non Executive Independent Director

The Company Secretary of the Company acts as the Secretary to the Shareholders/Investor Grievance Committee.

Details of Shareholders/Investor Grievance Committee Meetings held & attended by Directors:

Sr. No. Name of the Director No. of Meeting held No. of Meeting Attended



3 Mr. Balkrishna Parab 6 6

3. Monitoring transfers, transmissions, dematerialisation,

re-materialisation, splitting and consolidation of

Equity Shares and other securities issued by our

Company, including review of cases for refusal of

transfer/ transmission of shares and debentures;

4. Allotment and listing of shares in future;

5. Review of cases for refusal of transfer / transmission

of shares and debentures;

6. Reference to statutory and regulatory authorities

regarding investor grievances;

7. Ensure proper and timely attendance and redressal

of investor queries and grievances;

8. To do all such acts, things or deeds as may be

necessary or incidental to the exercise of the above

powers;

9. To review from time to time the secretarial

department;

10. Investor relations and redressal of shareholders

grievances in general and relating to non receipt of

declared dividends, interest, non- receipt of balance

sheet etc.;

11. Such other matters as may from time to time be

required by any statutory, contractual or other

regulatory requirements to be attended to by such

committee.

Details/Status of shareholders complaints as on 31st

March, 2012:

Complaints Received: 1 | Complaints Satisfied: 1 |

Complaints Pending: NIL

Investor Relations Cell

In line with global practices, the Company is committed to

maintain, the highest standards of Corporate Governance,

reinforcing the relationship between the Company and its

Shareholders. ‘InvestorServiceCenter’ with information

frequently required by investors and analysis, on the

Company’s corporate website :www.aanlife.com . This

website provides updates on financial statements,

investor-related events and presentations, annual reports,

dividend information and shareholding pattern along with

media releases, company overview and report on

Corporate Governance etc.

The inplace reserve information will help tremendously in

arriving at investment decision by by FIIs, OCBs,NRIs,

Institutional Investors and the small shareholders. Also

existing and potential investors will be able to interact

with the Company through this link for their queries and

seeking information.

A Core Team comprising of senior, seasoned and

experienced officials, headed by Director (Finance) had

been assigned the responsibilities for up-keeping the said

link and also to serve as a platform for the shareholders to

express their opinions, views, suggestions, etc. to

understand the influencing factors in their investment

decision-making process. Besides, the said team is also

instrumental to maintain close liaison and to share

information through periodic meets including tele-

conferencing in India and abroad, regular press meets with

investment bankers, research analysts, the media,

institutional investors etc. The Company is committed to

take such other steps as may be necessary to fulfill the

expectations of the stakeholders.



The terms of reference of the Remuneration Committee

are as follows:

The Committee has powers of recommending

remuneration package to for Executive Directors and other

Board Members as per the requirements of the Clause 49

of the Listing Agreement for corporate governance.

1. Framing suitable policies and systems to ensure that

there is no violation, by an employee of any applicable

laws in India, including:

The Securities and Exchange Board of India (Insider

Trading) Regulations, 1992; or

The Securities and Exchange Board of India

(Prohibition of Fraudulent and Unfair Trade Practices

relating to the Securities Market) Regulations, 2003.

2. To recommend to the Board, the remuneration

packages of our Company’s Managing/Joint Managing/

Deputy Managing/Whole time / Executive Directors,

including all elements of remuneration package (i.e.

salary, benefits, bonuses, perquisites, commission,

incentives, stock options, pension, retirement benefits,

details of fixed component and performance linked

incentives along with the performance criteria, service

contracts, notice period, severance fees etc.);

3. To be authorised at its duly constituted meeting to

determine on behalf of the Board of Directors and on

behalf of the shareholders with agreed terms of

reference, our Company’s policy on specific

remuneration packages for Company’s Managing/Joint

Managing/ Deputy Managing/ Whole Time/ Executive

Directors, including pension rights and any

compensation payment;

4. Perform such functions as are required to be

performed by the Remuneration Committee under the

ESOP Guidelines, in particular, those stated in Clause 5

of the ESOP Guidelines; and

5. To implement, supervise and administer any share or

stock option scheme of our Company

6. To attend to any other responsibility as may be

entrusted by the Board within the terms of reference.

7. Such other matters as may, from time to time, be


iii) Remuneration Committee

The Remuneration Committee consists of:


1 Mr. Balkrishna Parab Chairman Non-Executive and Independent Director

2 Mr. Giridhar Pulleti Member Non-Executive and Independent Director

3 Dr. Ullooppee Badade Member Non-Executive and Independent Director

The Company Secretary of the Company acts as the Secretary to the Remuneration Committee.

Details of Remuneration Committee Meetings held & attended by Directors:

Sr. No. Names of the Directors No. of Meeting held No. of Meetings Attended




required by any statutory, contractual or other

regulatory requirements to be attended to by such

committee.

Details of remuneration to all the directors:

The details of proposed remuneration package of

Managing Director, Chairman and the wholetime

Directors as approved by the Board & Remuneration

Committee for F.Y. 2012-13 are as follows:

a) Dr. Kannan Vishwanath (Managing Director)

Upto maximum `12,50,000/- (Rupees Twelve Lacs Fifty

Thousand Only) per month or `1,50,00,000/- (Rupees One

Crore Fifty Lacs Only) per annum with perquisites &

allowances based on merit and taking into account the

Company's Performance.

b) Mr. Kashi Vishwanathan (Executive Chairman) (retired

on 10/04/2012)

Upto maximum `3,00,000/- (Rupees Three Lacs Only) per

month or `36,00,000/- (Rupees Thirty Six Lacs Only) per

annum with perquisites & allowances based on merit and

taking into account the Company's Performance.

c) Mr. Prabhat Kumar Goyal (Whole-Time Director)

Upto maximum `2,50,000/- (Rupees Two Lacs Fifty

Thousand Only) per month or `30,00,000/- (Rupees Thirty

Lacs Only) per annum with perquisites & allowances

based on merit and taking into account the Company's

Performance.

d) Mr. Shashikant Shinde (Whole-Time Director)

Upto maximum `2,50,000/- (Rupees Two Lacs Fifty

Thousand Only) per month or `30,00,000/- (Rupees Thirty

Lacs Only) per annum with perquisites & allowances

based on merit and taking into account the Company's

Performance.

The Non-Executive Directors of the Company are paid

sitting fees only for the number of Board Meetings of the

Company attended by them as approved by the Board.



(iv) IPO Committee

The IPO Committee is reconstituted due to retirement of Mr. Kashi Vishwanathan as Director of the Company and the

reconstituted Committee consists of:


1 Mr. Balkrishna Parab Chairman Non Executive Director

2 Mr. Shashikant Shinde Member Executive Director

3 Mr. Prabhat Goyal Member Executive Director

The Company Secretary of the Company acts as the Secretary to the IPO Committee.

Details of IPO Committee Meetings held & attended by Directors:



2 Mr. Shashikant Shinde 4 4

3 Mr. Prabhat Goyal 4 4

The terms of reference of the IPO Committee are as

follows:

1. To decide on the actual size of the IPO, including any

offer for sale by promoters/shareholders, green shoe

option, any pre-IPO placement, promoter’s

contribution and/or reservation for employees or

shareholders of promoting companies or

shareholders of group companies and/or any other

reservations or firm allotments as may be permitted,

timing, pricing and all the terms and conditions of the

issue of the Equity Shares, and to accept, implement,

negotiate, carry out and decide any amendments,

modifications, variations or alterations thereto;

2. To appoint and enter into arrangements with the

book running lead managers, co-managers to the

Issue, underwriters to the Issue, bankers to our

Company, syndicate members to the Issue, advisors

to the Issue, stabilising agent, brokers to the Issue,

escrow collection bankers, accountants, auditors,

depositories, trustees, custodians, registrar to the

Issue, legal advisors as to Indian and overseas

jurisdictions to our Company, advertising and/or

promotion or public relations agencies and any other

agencies, persons or other intermediaries as may be

involved with the IPO, including any successors or

replacements thereof;

3. To finalise, approve, execute and deliver or arrange

the delivery of the offering documents (including the

draft red herring prospectus, the red herring

prospectus, the final prospectus (including the

preliminary international wrap and the final

international wrap, if required, for marketing of the

Issue in jurisdictions outside India)), the statement-

in-lieu of the prospectus, syndicate agreement,

underwriting agreement, escrow agreement,

stabilisation agreement and all other documents,

deeds, agreements and instruments and any

amendments, supplements, notices or corrigenda

thereto, together with any summaries thereto, as may

be required or desirable in connection with the issue

of the Equity Shares or the IPO by our Company;

4. To open one or more separate current account(s) in

such name and style as may be decided, with a

scheduled bank to receive applications along with

application monies in respect of the issue of the

Equity Shares of our Company;

5. To open one or more bank account(s) of our Company

in such name and style as may be decided for the

handling of refunds for the Issue;

6. To open any other bank account(s), share/securities

account, escrow or custodian accounts, in India or

abroad, in rupees or in any other currency, in

accordance with applicable laws, rules, regulations,

approvals and guidelines;

7. To make applications for listing of the Equity Shares

of our Company in one or more stock exchange(s) and

to execute and to deliver or arrange the delivery of

the listing agreement(s), or equivalent

documentation to the concerned stock exchange(s)

and to take all such actions as may be necessary in

connection with obtaining the listing of the Equity

Shares of our Company;

8. To make and approve amendments to the

memorandum of association and the articles of

association of our Company;

9. To approve all actions required to dematerialise the

Equity Shares of our Company;

10. To approve codes of conduct as may be considered

necessary by the Board or the IPO Committee or as

required under applicable laws, regulations or

guidelines for the Board, officers of our Company and

other employees of our Company;

11. To approve a suitable policy on insider trading as


required under applicable laws, regulations and

guidelines;

12. To approve any corporate governance requirement

that may be considered necessary by the Board or the

IPO Committee or as may be required under

applicable laws, regulations or guidelines in

connection with the IPO;

13. To take all action as may be necessary or authorised

in connection with any offer for sale;

14. To remunerate all book running lead managers, co-

managers to the Issue, underwriters to the Issue,

bankers to our Company, syndicate members to the

Issue, advisors to the Issue, stabilising agent, brokers

to the Issue, escrow collection bankers, accountants,

auditors, depositories, trustees, custodians, registrar

to the Issue, legal advisors as to Indian and overseas




involved with the IPO, by way of commission,

brokerage, fees or the like;

15. To seek the admission of our Company’s Equity

Shares into the Central Depository Services (India)

Limited and the National Securities Depository

Limited and take any further action as may be

necessary or required for the dematerialisation of our

Company’s Equity Shares;

16. To seek, if required, the consent of our Company’s

lenders, parties with whom our Company has entered

into various commercial and other agreements, all

concerned government and regulatory authorities in

India or outside India, and any other consents that

may be required in connection with the IPO;

17. To determine the price band for the purpose of

bidding, any revision to the price band and the final

IPO price after bid closure;

18. To determine the bid opening and closing dates

19. To finalise the allocation/allotment/transfer of Equity

Shares to retail investors/non-institutional

investors/qualified institutional buyers in

consultation with the book running lead managers,

the stock exchanges and/or any other entity;

20. To allocate/issue/allot/transfer the Equity Shares in

accordance with the terms of the IPO, and all such

Equity Shares shall rank pari passu with the existing

Equity Shares of our Company in all respects, except

as may be provided under the terms of the Issue and

any IPO document;

21. To authorise and empower Mr. Balkrishna Parab, Mr.

Shashikant Shinde and Mr. Prabhat K. Goyal, officers

of our Company (each, an “Authorised Officer”), for

and on behalf of our Company, to execute and

deliver, on a several basis, any agreements and

arrangements as well as amendments or

supplements thereto that the Authorised Officer

considers necessary, desirable or advisable, in

connection with the IPO, including, without limitation,

engagement letter(s), the listing agreements, the

registrar’s agreement and memorandum of

understanding, the depositories agreements, the

memorandum of understanding with the book

running lead managers (and other entities as

appropriate), the underwriting agreement, the

syndicate agreement, the stabilisation agreement,

the escrow agreement, confirmation of allocation

notes, and any agreement or document in connection

with the pre-IPO placement (including any placement

agreement, escrow agreement and offering

documentation), with the book running lead

managers, co-managers to the Issue, underwriters to

the Issue, bankers to our Company, syndicate

members to the Issue, advisors to the Issue,

stabilising agent, brokers to the Issue, escrow



collection bankers, accountants, auditors,

depositories, trustees, custodians, registrar to the

Issue, legal advisors as to Indian and overseas




involved with the IPO, and any such agreements or

documents so executed and delivered and acts and

things done by any such Authorised Officer shall be

conclusive evidence of the authority of the

Authorised Officer and our Company in so doing;

22. To severally authorise each of the Authorised

Officers to enter into and execute all other

arrangements, letters, agreements, deeds, and

powers of attorney with the placement agents, and

any such documents so executed and delivered or

acts and things done by any Authorised Officer shall

be conclusive evidence of the authority of such

Authorised Officer and our Company in so doing and

any document so executed and delivered or acts and

things done by any such Authorised Officer prior to

the date hereof are hereby ratified, confirmed and

approved as the acts and deeds of the Authorised

Officer and Company;

23. To make or to authorise an Authorised Officer to

make any application and take any and all action in

connection with obtaining approvals or entering into

any arrangement, in respect thereof from the Foreign

Investment Promotion Board of India, the Reserve

Bank of India, the shareholders of our Company, the

Government of India, the Securities and Exchange

Board of India, the Registrar of Companies and such

other authorities, as may be required, for the purpose

of issue of the Equity Shares by our Company in the

IPO, including the issue of the Equity Shares to non-

resident investors, including but not limited to, NRIs,

FIIs, FVCI’s and other non-residents;

24. To severally authorise and empower each Authorised

Officer, for and on behalf of our Company, to execute

and deliver any and all other documents, papers or

instruments and to do or cause to be done any and all

acts or things as any such Authorised Officer may

deem necessary, appropriate or advisable in order to

carry out the purposes and intent of the foregoing

resolutions the IPO; and any such documents so

executed and delivered or acts and things done by

any such Authorised Officer shall be conclusive

evidence of the authority of such Authorised Officer

and our Company in so doing and any such document

so executed and delivered or acts and things done by

any such Authorised Officer prior to the date hereof

are hereby ratified, confirmed and approved as the

act and deed of the Authorised Officer and our

Company, as the case may be;

25. To settle all questions, difficulties or doubts that may

arise in regard to the Issue or allotment of Equity

Shares as the IPO Committee may, in its absolute

discretion, deem fit; and

26. To sign, execute, and deliver all such documents or

instruments and do all such acts, deeds, matters and

things as the IPO Committee may, in its absolute

discretion, deem necessary or desirable in order to

carry out the purposes and intent of the foregoing, or

otherwise in relation to the Issue or any matter

incidental or ancillary in relation to the Issue,

including without limitation, allocation and allotment

of the Equity Shares as permissible in law and issue

of share certificates in accordance with the relevant

rules, and any documents or instruments so executed

and delivered or acts and things done or caused to be

done by the IPO Committee shall be conclusive

evidence of the authority of the IPO Committee in so

doing.


The Terms of Reference of Investment Committee:

Subject to the powers and duties of the Board and to the

requirements of the Companies Act, 1956, the Investment

Committee will perform the following duties:

1) Investment Statements and Risk Policy:

Review and recommend to the Board at least

annually:

(a) the Investment Statements; and

(b) the Risk Policy.

2) Implementation of Investment Policies:

Receive reports on the implementation of the

Investment Statements and the Risk Policy.

3) Compliance with Investment Statements and Risk

Policy:

Review, evaluate and approve procedures that

Management has implemented to monitor

compliance with the Investment Statements and the

Risk Policy by receiving Management’s annual report

on specified internal controls audited by the external

auditor.

4) External Managers – Criteria and Process for

Selection:

Oversee the criteria and process for the selection of

external investment managers with discretionary

authority to invest the assets of the CPP Investment

Board.

5) Engagements of External Managers:

Approve the engagement of investment managers

with discretionary authority to invest the assets of

the CPP Investment Board.

6) External Managers – Monitoring:

Oversee the process for monitoring external

investment managers with discretionary authority to

invest the assets of the CPP Investment Board.

7) Custodian:

Approve the selection of custodians.




The Board of Directors has constituted Investment Committee during the year under review. The Committee approved

the Appraisal Report of IFCI Limited for allotment of 13,10,484 equity shares on preferential basis to Apex Drugs and

Intermediates Limited @ `496/- per share

Investment Committee consists of:


1 Mr. Balkrishna R. Parab Chairman Non Executive and Independent Director

2 Mr. Shashikant Shinde Member Executive and Non Independent Director

3 Mr. Paul C. Naythatil Member Non Executive and Independent Director

Details of Investment Committee Meetings held & attended by Directors:


1 Mr. Balkrishna R. Parab 2 2


3 Mr. Paul C. Naythatil 2 2

8) Investment Transactions:

Approve Investment Transactions (as defined in the

Authorities Policy) specifically outlined in the

Authorities Policy.

9) Other:

Carry out other duties as may be determined from

time to time by the Board.

10) Accountability:

The Investment Committee shall report its

discussions to the Board by distributing the minutes

of its meetings and, where appropriate, by oral

reports at Board meetings.

11) To assess the Plan recommended by the GEC and

make appropriate recommendation to the Group

Board.

12) To review on an ongoing basis the appropriateness of

the Plan in the light of economic and business

conditions affecting the Company, and make

recommendations for Board approval as may be

appropriate.

13) To ensure that investments are made in accordance

with the Plan.

14) To provide the Board quarterly reports on investment

performance.

15) To meet at least quarterly.

16) To monitor performance, including the performance

of outside investments managers, to ensure that

investment returns fall within acceptable limits.

17) To provide independent input to the Board on overall

investment strategy and portfolio positioning

matters, as required.

18) To review the governance process and policies in

place on an annual basis and provide appropriate

assurance to the Board.

19) To consider and if appropriate approve any specific

investments in excess of Plan limits.

20) To consider and if appropriate recommend to the

Board for approval any changes in limit thresholds

above which the Board refers to the Investment

Committee.


(vi) Human Resource Management Committee:

The Board of Directors has constituted Investment Committee during the year under review.

Human Resource Management Committee consists of:


1 Mr. Prabhat K. Goyal Chairman Executive and Non Independent Director

2 Mr. Giridhar Pulleti Member Non Executive and Independent Director

3 Dr. Ullooppee Badade Member Non Executive and Independent Director

Details of Human Resource Management Committee Meetings held & attended by Directors:


1 Mr. Prabhat K. Goyal 3 3



Minutes of the meetings of the Human Resource

Management Committee are approved by the Chairman of

the Committee and are noted and confirmed by the Board

in the ensuing Board Meeting.

The Terms of Reference of Human Resource Management

Committee:

1. The Human Resources Committee will be a means by

which the Board can provide guidance on the human

resources management of the Aanjaneya Lifecare

Limited [ALL]. Its primary responsibility will include

reviewing, monitoring and making recommendations

to the Board of Directors on ALL on human resources

strategy and policies.

A. Composition

2. The committee will consist of not more than three

members of the Board of Directors. If a member of

the committee ceases to be a member of the Board, a

replacement will be appointed for the remaining

term of the committee.

B. Responsibilities

3. The committee will be expected to satisfy itself that

ALL's human resources management activities are

adequate and effective. In this regard, the specific

responsibilities that the committee will carry out on

behalf of the Board are as follows:

(i) Review, monitor and make recommendations to

the Board of Directors on the Company’s human

resources strategy and policies that pertain to

staffing, compensation, benefits, and related issues

of strategic importance that directly affect ALL's

ability to recruit, develop and retain the highly-

qualified staff needed for it to achieve its mandate.

(ii) Review any external evaluations of ALL's human

resources strategy and policies pertaining to the

issues set out in (i) above, and report to the Board its

findings and recommendations on such issues.

(iii) Consider with other Board committees and

Management the repercussions of recommendations

of other Board committees on ALL's human resources

strategy and policies.

4. The purpose of the committee is not to influence the

recruitment and career prospects of individual staff

members or groups of staff members. It would be a

serious violation of ethics for any committee member

to use his or her position for such a purpose.

5. The committee will make reports and submit

recommendations to the Board of Directors through

the Chairman of the Committee to the Board of the

Company.

6. The committee will make reports as it considers

necessary, but at least once a year.

C. Meetings

7. The committee will meet as often as it considers

necessary. Committee meetings will be held at ALL’s

registered office in Mumbai.

8. The quorum for a meeting will be two members of the

committee. If the chair is not present, the committee

will select one of the members present to preside

over that meeting.

9. All other Board members may attend meetings of the

committee. Directors’ advisors may attend the

meetings of the committee except as otherwise

advised by the chair of the committee.

D. Information and Communication

10. The committee may request such information as is

considered necessary by the committee to discharge

its responsibilities. The committee may, with the

concurrence of the Chairman, seek briefings from

staff members concerned on relevant matters and

request their participation at meetings.

11. If a document or information requested by the

committee is not provided, the request may be



The Terms of Reference of Project Appraisal Committee:

1. Statement of proposal:

a) This Committee will appraise Schemes/ Projects

proposals which have been recommended for sanction

by the Board of Directors.

b) The Committee will make recommendations on such

schemes/ projects in consonance with standing

guidelines for appraisal and approval.

c) Reasons and justification for proposal indicating

historical background, circumstances in which the

need have arisen, whether other alternatives have

been considered and what detailed studies have been

made in regard to the proposal for establishing its

need, its economics and other relevant aspects.

d) The Committee shall go through the basis for the

selection of location for any project.

e) The Committee shall estimate the yield from the

Project and its economic implications.

referred by the Chair of the committee to the Board

of Directors, for a final decision.

12. All communication between the committee and ALL

staff will be conducted through the Secretary of ALL.

E. Administrative Arrangements

13. Secretariat support will be provided by the Office of

the Secretary.

(vii) Project Appraisal Committee:

The Project Appraisal Committee examines and makes

recommendations to the Board on projects/capital

investment exceeding `5 Crore. The Project Appraisal

Committee first recommended that the Appraisal for

Buyout of assets of Apex Drugs & Intermediates Ltd.

should be conducted by IFCI Ltd.

Based on their recommendation, the Board approved the

Appraisal to be conducted by IFCI Ltd. The Appraisal

Report was again presented to the Committee for

approval.

Minutes of the meetings of the Project Appraisal

Committee are approved by the Chairman of the

Committee and are noted and confirmed by the Board in

the ensuing Board Meeting.


Project Appraisal Committee consists of:





Details of Project Appraisal Committee Meetings held & attended by Directors:





f) In case of ongoing scheme/ project, present status

and benefits already accrued to the beneficiaries may

also be furnished.

2. Programme Schedule:

a) The Committee shall go into the question of whether

the project/ scheme been worked out and scrutinised

in all its details.

b) The Committee shall enquire into the schedule for

construction, indicating the position separately

relating to plant and machinery and civil works, raw

material manpower etc., together with year-wise

phasing.

c) The Committee shall verify whether physical and

financial targets match with each other.

d) The Committee shall infer the target date for

completion and the expected benefits to commence.

3. Expenditure involved:

a) The Committee shall calculate the estimated total

expenditure (both non-recurring and recurring) and

indicate the position year-wise and also whether any

budget provision has been made.

b) Details of the scheme of financing clearly bringing

out the financial obligations undertaken by the

Company. Note along with the requirement and

availability of funds for the project under

consideration.

5. Reliability of Cost Estimates and Other parameters:

a) Has pre-project investigation been arrived at in

detail and details of area where changes in project

parameters could be anticipated will be done by the

Committee.

6. Add statements showing:

Expenditure on buildings and other works and its basis

and expenditure on stores and equipment will be

worked out by the Committee.

7. Viability:

Information is to be given if benefits accruable from

the projects/ schemes are quantifiable and can be

translated in monetary terms.

(viii) Financial Management Committee:

The Board of Directors has constituted Financial

Management Committee during the year under review.

The mandate includes to look into the matters pertaining

to Budget , Delegation of powers (Empowerment)

Commercial Issues, Forex and Treasury Management,

Investments, Risk Management, Capital Structure, Issue of

Securities, Short & Long Term Loans, periodical

Performance Review of subsidiaries.

This Committee Approved the Raising of Funds through

QIP for an amount aggregating USD $ 75 Million. The

recommendation of the committee was approved by the

Board.

The Project Appraisal Committee recommended the

Buyout of Assets of Apex Drugs & Intermediates Ltd as

appraised by IFCI LTD for `250 crore.

This recommendation was approved by the committee &

forwarded to the board for final approval.



Financial Management Committee consists of:





The Terms of Reference of the Financial Management

Committee, inter-alia, include the following:

1. Review the Company’s financial policies, risk

assessment and minimisation procedures, strategies

and capital structure, working capital and cash flow

management and make such reports and

recommendations to the Board with respect thereto as

it may deem advisable.

2. Review banking arrangements and cash management.

3. Exercise all powers to borrow moneys (otherwise than

by issue of debentures) within the limits approved by

the Board and taking necessary actions connected

therewith including refinancing for optimisation of

borrowing costs.

4. Giving of guarantees/issuing letters of comfort/

providing securities within the limits approved by the

Board.

5. Borrow monies by way of loan and/or issuing and

allotting bonds/notes denominated in one or more

foreign currencies in international markets, for the

purpose of refinancing the existing debt, capital

expenditure, general corporate purposes including

working capital requirements and possible strategic

investments within the limits approved by the Board.

6. Provide corporate guarantee/performance guarantee

by the Company within the limits approved by the

Board.

7. Approve opening and operation of Investment

Management Accounts with foreign banks and appoint

them as agents, establishment of representative/sales

offices in or outside India etc.

8. Carry out any other function as is mandated by the

Board from time to time and/or enforced by any

statutory notification, amendment or modification as

may be applicable.

9. Other transactions or financial issues that the Board

may desire to have them reviewed by the Finance

Committee.

10. Delegate authorities from time to time to the

executives/authorised persons to implement the

decisions of the Committee.

11. Regularly review and make recommendations about

changes to the charter of the Committee.

(ix) Business Development Committee:-

In order to oversee new areas of business, proposals for

collaborations, Joint Ventures, amalgamation, mergers and

acquisitions; commercial matters including marketing etc.

a Committee under the Stewardship of Mr. Shashikant

Shinde, an Independent Director has been constituted

during the year under review.

The Appraisal Report of IFCI Ltd for Buyout of Assets of

Apex Drugs & Intermediates Ltd & the subsequent

synergies in marketing & business development was

presented discussed & approved by the committee.

The registrations of Dossiers in Emerging Markets in about

40 countries in Africa, Central & South America & Parts of

South East Asia were discussed.

Further, Technology Transfer & Dossier development

services from the R & D centre to Emerging countries were

discussed & approved.


Details of Financial Management Committee Meetings held & attended by Directors:





The Terms of Reference of the Business Development

Committee include the following:

Review and report to the Board on investment and

business development strategies.

Review tactical plans developed to achieve investment

and business development goals set out in the

Corporation’s Strategic Plan.

Review, monitor and report to the Board on investment

and business development opportunities.

Review the economic evaluations of potential

investments and business development opportunities.

Review and recommend for the approval of the Board,

the appropriate operating structure for potential

investments and business developments.

Monitor compliance with the External Investment Policy,

Processes and Guidelines for Subsidiary Companies, if any

and the Significant Transactions Reporting Policy, as well

as any other guidelines established by the Company

relating to investments and business development.

Review and monitor Management reports regarding the

proper due diligence for any investment or business

development to be undertaken.

Review and recommend for the approval of the Board

investments or business development projects and

initiatives.

Review and recommend to the Board for approval the

business development aspects of the Company’s annual

business plan.

Review and monitor the monetisation of external

investments.

When requested by the Board, review and report on the

status and future outlook of existing investments and

business developments held by the Company from time to

time. Such review should include using approved

corporate business plan.

Review and report to the Board on the effectiveness and

timeliness of Management’s execution of specific

investments that were approved by the Board.

(x) Health, Safety, Environment & Social Responsibility

Committee:-

The Board of Directors has constituted Health, Safety,

Environment & Social Responsibility Committee during

the year under review.



Business Development Committee consists of:


1 Mr. Shashikant Shinde Chairman Executive and Non Independent Director

2 Mr. Balkrishna Parab Member Non Executive and Independent Director

3 Mr. Prabhat K. Goyal Member Executive and Non Independent Director

Details of Business Development Committee Meetings held & attended by Directors:




3 Mr. Prabhat Goyal 3 3

The Designing & the use of eco friendly construction

material for construction of Building in Mahad & Pune

were discussed.

The new development of eco friendly process for

manufacturing Quinine Sulphate was discussed and filing

of patent for this eco friendly green chemistry process was

approved

The completion of underground rain harvesting water

tanks at Mahad & Pune manufacturing facilities were

discussed & approved.

The successful implementation of ISO 9001:2008, for

Quality ISO 14001:2008, for Environment ISO 18000 for

Health & Safety & ISO 22000:2008 for Food Quality

standards at Mahad Facility were discussed & approved at

the committee.

Terms of Reference of Health, Safety, Environment& Social

Responsibility Committee:

The Health, Safety and Environment Committee has been

constituted, inter alia, to monitor and ensure maintaining

the highest standards of environmental, health and safety

norms and compliance with applicable pollution and

environmental laws at all works / factories / locations of

the Company and to recommend measures, if any, for

improvement in this regard.

The Committee reviews, inter alia, the Health, Safety and

Environment Policy of the Company, performance on

health, safety and environment matters and the

procedures and controls being followed at various

manufacturing facilities of the Company and compliance

with the relevant statutory provisions.

Environment, Health and Safety (EHS)

Aanjaneya Lifecare Limited [ALL] remains committed to

excellence through the discipline of process and continual

improvement in EHS performance aimed at minimising

risks. While there is a great emphasis and considerable

investment being made in improving our EHS

performance, we firmly believe that the nucleus of our

excellence lies in the responsible behaviour of our

employees. The involvement of management and staff in

the collaborative development of solutions to improve

EHS performance is a key strategy for excellence.

Environment

All equipment and infrastructure for environmental

management was in conformity with regulatory standards

throughout the year.


Health, Safety, Environment & Social Responsibility Committee consists of:


1 Mr. Prabhat K. Goyal Chairman Executive and Non Independent Director


3 Dr. Ullooppee Badade Member Non Executive and Independent Director

Details of Health, Safety, Environment& Social Responsibility Committee Meetings held & attended by Directors:


1 Mr. Prabhat K. Goyal 3 3



Terms of Reference of Corporate Governance Committee:

1. Observance of practices of Corporate Governance at

all levels and to suggest remedial measures wherever

necessary.

2. Provision of correct inputs to the media so as to

preserve and protect the Company’s image and

standing.

3. Dissemination of factually correct information to the

investors, institutions and public at large.

4. Interaction with the existing and prospective FIIs and

rating agencies, etc.

5. Establishing oversight on important corporate

communication on behalf of the Company with the

assistance of consultants/advisors, if necessary.

6. Ensuring institution of standardised channels of

internal communications across the Company to

facilitate a high level of disciplined participation.

7. Recommendation for nomination of Directors on the

Board.

Selection of Independent Directors:

Considering the requirement of the skill-sets on the Board,

eminent persons having an independent standing in their

respective field/profession and who can effectively

contribute to the Company’s business and policy

decisions are considered by the Corporate Governance

and Stakeholders’ Interface Committee, which also acts as

Occupational Health and Safety

Our inherent belief that all workplace illnesses and

injuries are preventable has been the driving force in

keeping our manufacturing sites, R&D and Corporate

Office safe. Numerous positive initiatives were

undertaken during the year to enhance workplace safety.

Emergency preparedness at ALL was ensured at all

manufacturing sites as well as at R&D. Extensive safety

training programs, both by internal as well as external

specialists, were also conducted at all manufacturing sites.

ALL's abiding concern for society extends beyond its

business. We remain committed to the communities we

serve and amongst whom, we operate, with the desire to

bring about long term well being.



(xi) Corporate Governance Committee:

The Board of Directors has constituted Corporate Governance Committee during the year under review.

Corporate Governance Committee consists of:


1 Mr. Balkrishna Parab Chairman Non Executive and Independent Director



Details of Corporate Governance Committee Meetings held & attended by Directors:





Terms of Reference of Risk Management Committee:

To devise policies and guidelines for identification,

measurement, monitoring and control for all major risk

categories.

To ensure that resources allocated for risk management

are adequate given the size nature and volume of the

business.

To ensure that the managers and staff, who implement,

monitor and control, risk, possess sufficient knowledge

and expertise.

To review and approve market risk limits.

To ensure robustness of financial models and the

effectiveness of all systems used to calculate market risk.

To ensure robust Management information system

relating to risk reporting.

(xiii) Nomination Committee:

The Board of Directors has constituted Nomination

Committee during the year under review.


Nomination Committee, for appointment inter alia of independent directors on the Board. The number of directorships

and memberships held in various committees of other companies by such persons is also considered.

The Board considers the recommendations of the Committee and takes appropriate decision.

(xii) Risk Management Committee:

The Board of Directors has constituted Risk Management Committee during the year under review.

Detail of Risk Management Committee:





Details of Risk Management Committee Meetings held & attended by Directors:





Details of Nomination Committee consists of:





Terms of Reference of Nomination Committee:

i. To undertake a process of due diligence to determine

the suitability of any person for appointment/

continuing to hold appointment as a director on the

Board, based upon qualification, expertise, track

record, integrity and other ‘fit and proper’ criteria.

ii. To examine the vacancies that will come up at the

Board on account of retirement or otherwise.

iii. To evaluate the skills that exist, and those that are

absent but needed at the Board level, and search for

appropriate candidates who have the profile to

provide such skill sets.

iv. To create a recommendatory list of Directors for

deliberation and decision-making at the Board-level.

v. To review the composition of Committees of the Board,

and identify and recommend to the Board, the

Directors who can best serve as members of each

Board Committee Meetings and Attendance during the

year:



Details of Nomination Committee Meetings held & attended by Directors:





General Body MeetingsThe details of the last three Annual General Meetings of your Company are presented in the following table:

Nature of the Meeting Date and Time Venue Number of Special

Resolutions passed, if any

Fifth 30th September, 2011 Acres Club, 411-B, 2

Annual General Meeting at 11.00 a.m. Hemu Kalani Marg,

Sindhi Society, Chembur,

Mumbai 400 071

Fourth 4th May, 2010 Aanjaneya House, Plot No. 34, 2

Annual General Meeting at 11.00 a.m Postal Colony, Chembur,

Mumbai – 400 071.

Third 25th July, 2009 Aanjaneya House, Plot No. 34, NIL

Annual General Meeting at 11.00 a.m Postal Colony, Chembur,

Mumbai – 400 071.

Postal Ballot

There was no resolution passed by Company through

Postal Ballot

DisclosuresThe Company has not entered into any transaction of

material nature with the Promoters, the Directors or the

Management, their subsidiaries or relatives, etc. that may

have any potential conflict with the interest of the

Company.

The Company has complied with the requirements of the

Stock Exchanges, SEBI and other statutory authority on all

matters related to capital markets during the last three

years. There were no penalties imposed nor any strictures

passed on the Company by the Stock Exchanges, SEBI or

any other statutory authority relating to the above.

Your Company has complied with all the mandatory

requirements of Clause 49 of the Listing Agreement and

the non-mandatory requirements relating to the

constitution of the Remuneration Committee.

The Management Discussion and Analysis Report is

annexed and forms a part of the Directors’ Report.

CEO/CFO CertificationThe CEO/CFO of the Company have certified to the Board

as required under Clause 49 (V) of the Listing Agreement.

Means of CommunicationThe quarterly and annual financial Results are published in

English and Marathi daily newspaper viz.:

Economic Times

Business Standard

Maharashtra Times

The results are also available on the website of your

Company i.e. www.aanlife.com

The website of the Company consist of “Investor” section,

which provides detailed information to the shareholders.

The Press Releases issued are also displayed on the

website of the Company.

There are no presentations made to the institutional

investors or to the analysts.

Auditors’ Certificate on CorporateGovernanceThe Certificate as received from Practicing Company

Secretary with respect to compliance with Clause 49 of

the Listing Agreement relating to Corporate Governance

has been annexed to the Corporate Governance Report

and will be sent to the Stock Exchanges at the time of

filing of the Annual Report

Reconciliation of Share Capital AuditAs stipulated by SEBI, a Reconciliation of Share Capital

Audit is carried out by Practicing Company Secretary on a

quarterly basis to confirm reconciliation of the issued and

listed capital, shares held in dematerialised and physical

mode, and the status of the Register of Members.


Extra Ordinary General Meeting

Nature of the Meeting Date and Time Venue Type of resolutions

Extra Ordinary General Meeting 27th February, 2012 Acres Club, 411-B, Preferential allotment(s)

at 10.00 a.m Hemu Kalani Marg, of 1310484 Equity Shares for

Sindhi Society, Chembur, consideration other than cash.

Mumbai 400 071



Market Price Data / Performance Comparison

Performance Comparison:

Aanjaneya Lifecare Ranbaxy Lab FDC Wyeth

LTP 483.35 491.05 77.85 935

Change % -1.21 0.68 0.65 0.49

52 W H/L 672.00 / 310.65 570.00 / 366.50 96.90 / 75.00 1,074.80 / 794.05

Results (in Cr.) 12-Mar 12-Mar 12-Mar 12-Mar

Sales 161.15 1,920.52 162.65 158.66

PAT 5.24 827.23 32.9 43.65

Equity 13.89 211.02 18.32 22.72

Ratios

OPM % 21.37 46.39 29.04 40.36

NPM % 3.25 43.07 20.23 27.51

EPS 4.39 19.62 1.79 19.21

CEPS 13.02 20.71 2.04 19.63

Ownership 12-Mar 12-Mar 12-Mar 12-Mar

Promoter & Promoter Grp 79,87,140 26,87,11,323 12,25,04,656 1,16,14,102

Indian 79,87,140 – 12,25,04,656 –

Foreign – 26,87,11,323 – 1,16,14,102

Public 59,00,011 15,33,20,367 6,04,15,771 1,11,05,957

Institution 2,328 8,63,87,739 2,42,45,243 40,76,825

FII 2,328 4,03,38,986 62,82,608 11,37,494

DII – 4,60,48,753 1,79,62,635 29,39,331

Non Institution 58,97,683 6,69,32,628 3,61,70,528 70,29,132

Bodies Corporate 49,77,806 1,12,28,924 43,86,545 34,60,460


Stock Price DataThe monthly high and low quotations and volume of shares traded on Bombay Stock Exchange Limited during the

financial year 2011-2012 are as follows:

Years Month High (`) Low (`) No. of Shares

2011 April* - -

May 330.9 224 35498879

June 402.3 310 51200314

July 410 362 3341285

August 487.8 367 8015987

September 523 410.1 3509326

October 448.5 310.65 2164676

November 480 335.35 1159134

December 525 393.05 725620

2012 January 563.85 387.3 1572095

February 599 517 943192

March 587.9 510 2241820

* Shares of the Company were listed w.e.f. May 27, 2011 on BSE and NSE

Years Month High (`) Low (`)

2011 April* - -

May 330.9 218

June 403 310.1

July 410.5 316.85

August 487.85 365.65

September 523.8 410.65

October 449 312

November 484.8 381.9

December 524.7 392.05

2012 January 563.4 390.5

February 599 518

March 588.95 469.1

The monthly high and low quotations on National Stock Exchange of India Limited during the financial year 2011-2012

are as follows:

* Shares of the Company were listed w.e.f. May 27, 2011 on BSE and NSE



Distribution of Shareholding as on 31st March, 2012

Sr.No. Range No. 0f Shareholders Percentage of total Share Amount (`) Percentage of total

1 1-5000 825 89.5765 354490 0.2553

2 5001-10000 11 1.1944 84250 0.0607

3 10001-20000 7 0.7600 91750 0.0661

4 20001-30000 2 0.2172 45950 0.0331

5 30001-40000 3 0.3257 106070 0.0764

6 40001-50000 5 0.5429 235410 0.1695

7 50001-100000 12 1.3029 1019160 0.7339

8 100001 and above 56 6.0803 136934430 98.6051

Total 921 100.00 138871510 100.00

Shareholding Pattern as on 31st March, 2012The Shareholding Pattern of the Company as on 31st March, 2012 is as mentioned below:

Category Category of No. of Total no. No. of shares Total shareholding Shares PledgedCode Shareholder Shareholders of shares held in as a percentage or otherwise

dematerialised of total number encumberedform of shares

As a % As a % No. of As a %of (A + B ) of (A+B+C) Shares

(A) Shareholding of promoter and promoter group

(1) Indian

a) Individuals/Hindu undivided Family 4 20,30,968 20,30,968 14.62 14.62 5,50,000 27.08

b) Central Government/State Government(s) – – – – – – –

c) Bodies Corporate# 1 59,56,172 59,56,172 42.89 42.89 15,23,000 25.57

d) Financial Institutions/Banks – – – – – – –

e) Any other – – – – – – –

Sub-Total (A) (1) 5 79,87,140 79,87,140 57.51 57.51 20,73,000 25.95

(2) Foreign

a) Individuals (Non Resident Individuals/Foreign Individuals) – – – – – – –

b) Bodies Corporate – – – – – – –





c) Institutions – – – – – – –

d) Any Other – – – – – – –

Sub-Total (A) (2) NIL NIL NIL NIL NIL – –

Total Shareholding of Promoter and promoter group (A)=(A)(1)+(A)(2) 5 79,87,140 79,87,140 57.51 57.51 20,73,000 25.95

(B) Public Shareholding

(1) Institutions

a) Mutual Funds/UTI – – – – – – –

b) Financial Institutions/Banks – – – – – – –

c) Central Government/State Government(s) – – – – – – –

d) Venture Capital Funds – – – – – – –

e) Insurance Companies – – – – – – –

f) Foreign Institutional Investor 1 2328 2328 0.02 0.02 – –

g) Foreign Venture Capital Investors – – – – – – –

h) Any Other – – – – – – –

Sub Total (B)(1) 1 2328 2328 0.02 0.02 – –

(2) Non Institutions – – – – – – –

a) Bodies Corporate 110 49,77,806 36,67,322 35.84 35.84 – –

b) Individuals-

i) Individual shareholders holding nominal share capital up to `1 lac 717 50,599 50,599 0.36 0.36 – –

ii) Individual shareholders holding nominal share capital in excess of `1 lac 2 1,85,000 1,85,000 1.33 1.33 – –






c ) Any other [specify] 86 684,278 684,278 4.93 4.93 – –

Non Resident Indians 23 977 977 0.01 0.01 – –

Clearing Members 63 683,301 683,301 4.92 4.92 – –

Sub Total (B)(2) 915 5,897,683 4,587,199 42.47 42.47 – –

Total Public shareholding(B)= (B)(1) + (B)(2) 916 5,900,011 4,589,527 42.49 42.49 – –

Total (A) + (B) 921 13,887,151 12,576,667 100.00 100.00 20,73,000 14.93

(C) Shares held by Custodians and against which Depository Receipts have been issued NIL NIL NIL NIL NIL – –

1) Promoter and Promoter Group – – – – – – –

2) Public – – – – – –

Grand Total (A)+(B)+(C) 921 13,887,151 12,576,667 100.00 100.00 20,73,000 14.93

Shareholders’ Information1) Annual General Meeting Day: Monday

Date: September 10, 2012

Time: 11.00 A.M.

Venue: Acres Club, 411-B, Hemu Kalani Marg, Sindhi Society, Chembur,

Mumbai 400 071.

2) Financial year (April 01–March 31) Quarterly results will be declared as per the following tentative schedule:

Financial Reporting for the quarter ending June 30, 2012,

First fortnight of August 2012

Financial Reporting for the half year ending September 30, 2012,

First fortnight of November 2012

Financial reporting for the quarter ending December 31, 2011,

First fortnight of February 2013

Financial reporting for the year ending March 31, 2013,

First fortnight of May 2013


The Company is committed to conducting business in accordance with the highest standards of business ethics and

complying with applicable laws, rules and regulations. A code of conduct, evolved in line with the industry practices was

adopted by the Board on the recommendations of Audit and Ethics Committee and all Members of the Board and Senior

Management i.e. ‘Key Executives’ have confirmed compliance with the Code of Conduct for the year under review. A copy

of the Code has been placed on the Company’s website www.aanlife.com

A declaration signed by Vice Chairman & Managing Director is given below:

“I hereby confirm that:

The Company has obtained from the Members of the Board and Key Executives, (Senior Management Personnel)

affirmation that they have complied with the Code of Conduct for Directors and Senior Management in respect of the

financial year 2011-2012.

Place: Mumbai Dr. Kannan Vishwanath

Date: 13/08/2012 Managing Director

Code of conduct for members of the Board and Senior Management:

3) Dates of Book Closure Tuesday, 4th September to Monday, 10th September, 2012 (both days inclusive)

4) Listing on Stock Exchanges The shares of the Company are listed on:

(i) The Bombay Stock Exchange Limited (“BSE”), Stock Code : 533412

(ii) The National Stock Exchange of India Limited (“NSE”), Stock Code: AANJANEYA

5) ISIN Number for NSDL & CDSL INE928K01013

6) Outstanding ADR/GDR/ NIL

Warrant or any Convertible

instruments

7) Registrar & Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, LBS Marg,

Share Transfer Agent Bhandup (West), Mumbai - 400078, India,

Phone: +91 - 22 - 2596 3838, Fax: +91 - 22 - 2594 6969

8) Share Transfer System The Board of Directors has delegated the power of share transfer to the Registrar and

Share Transfer Agent, Link Intime India Private Limited (address mentioned above)

9) Compliance Officer Mr. Yogesh Nanjibhai Patel, Aanjaneya Lifecare Limited,

Aanjaneya House, No. 34, Postal Colony, Chembur, Mumbai - 400 071

Tel : +91 22 2526 4500 • Fax: +91 22 2526 2890

Email – ID: [email protected]

10) Dematerialisation of 90.57% shares of your Company are held in demat/electronic mode.

shares and Liquidity

11) Registered & Aanjaneya House, No. 34, Postal Colony, Chembur, Mumbai - 400 071

Corporate Address Tel : +91 22 2526 4500 • Fax: +91 22 2526 2890

Email – ID: [email protected]

12) Plant Locations 1. K-4/1 Additional MIDC, Mahad - 403209, Dist. - Raigad, Maharashtra

Ph.: + 91 - 2145 - 250115 • Fax: + 91 - 2145 – 250116, 2. Gat. No. 123,

Pirangut, Taluka- Mulshi, Dist. Pune – 41104, Maharashtra,

Ph.: + 91 - 20 - 66750552 • Fax: + 91 - 20 - 66750600

I, Dr. Kannan Vishwanath, Managing Director of AANJANEYA LIFECARE LIMITED, to thebest of our knowledge and belief, certify that:

1. We have reviewed the balance sheet and profit and loss account and all the schedules and notes on accounts,

as well as the cash flow statements, and the directors’ report;

2. Based on our knowledge and information, these statements do not contain any untrue statement of a material

fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

under which such statements were made, not misleading with respect to the statements made;

3. Based on our knowledge and information, the financial statements, and other financial information included

in this report, present in all material respects, a true and fair view of the Company’s affairs, the financial

condition, results of operations and cash flows of the Company as of, and for, the periods presented in this

report, and are in compliance with the existing accounting standards and / or applicable laws and regulations;

4. To the best of our knowledge and belief, no transactions entered into by the Company during the year are

fraudulent, illegal or violative of the Company’s code of conduct;

5. We are responsible for establishing and maintaining disclosure controls and procedures and internal controls

over financial reporting for the Company, and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the

Company, including its consolidated subsidiaries, is made known to us by others within those entities,

particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

c) evaluated the effectiveness of the Company’s disclosure, controls and procedures; and

d) disclosed in this report any change in the Company’s internal control over financial reporting that

occurred during the Company’s most recent fiscal year that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting.

6. I have disclosed based on my most recent evaluation, wherever applicable, to the Company’s auditors and

the audit committee of the Company’s Board of Directors (and persons performing the equivalent functions):


CERTIFICATION BYMANAGING DIRECTOR

a) all deficiencies in the design or operation of internal controls, which could adversely affect the Company’s ability

to record, process, summarise and report financial data, and have identified for the Company’s auditors, any

material weaknesses in internal controls over financial reporting including any corrective actions with regard to

deficiencies;

b) significant changes in internal controls during the year covered by this report;

c) all significant changes in accounting policies during the year, if any, and that the same have been disclosed in the

notes to the financial statements; and

d) instances of significant fraud of which we are aware, that involve the Management or other employees who have

a significant role in the Company’s internal controls system.

7. In the event of any materially significant misstatements or omissions, we will return to the Company that part of any

bonus or incentive or equity-based compensation, which was inflated on account of such errors, as decided by the

audit committee;

8. I affirm that I have not denied any personnel access to the audit committee of the Company (in respect of matters

involving alleged misconduct) and I have provided protection to ‘whistleblowers’ from unfair termination and other

unfair or prejudicial employment practices; and

9. I further declare that all Board members and senior managerial personnel have affirmed compliance with the code of

conduct for the current year.


Place: Mumbai Dr. Kannan Vishwanath

Date: 13/08/2012 Managing Director


To the Shareholders of AANJANEYA LIFECARE LIMITED

We have examined the compliance of conditions of corporate governance by Aanjaneya Lifecare Limited, for the

year ended on March 31, 2012 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock

Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination

was 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

statement 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 majority of all material conditions of corporate governance as stipulated in the above-

mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For: M/s. Deep Shukla & Associates

Company Secretaries

Deep Shukla

Place: Mumbai (Proprietor)

Date: 13/08/2012 FCS No. 5652, CP No. 5364


CERTIFICATE ON CORPORATEGOVERNANCE


Auditors’ ReportTo the members ofAANJANEYA LIFECARE LIMITED(Formerly known as Aanjaneya Biotech Limited), Mumbai for the year ended 31st March 2012.

1. We have audited the attached Balance Sheet of AANJANEYA

LIFECARE LIMITED (Formerly known as Aanjaneya Biotech

Limited) (together ‘the Company’) as at 31st March, 2012

and the related Profit & Loss Account and Cash Flow

Statement for the year ended on that date annexed thereto.

These financial statements are the responsibility of the

company's management. Our responsibility is to express an

opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing

standards generally accepted in India. Those Standards

require that we plan and perform the audit to obtain

reasonable assurance about whether the financial

statements are free of material 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 statement presentation. We

believe that our audit provides a reasonable basis for our

opinion.

3. As required by the Companies (Auditor’s Report )Order

,2003 as amended by the Companies (Auditor’s Report

)(Amendment )Order 2004 (together the “Order”) issued by

the Central Government of India in terms of Section 227

(4A) of The Companies Act ,1956 and on the basis of such

checks of the books and records of the company as we

considered appropriate and according to the information

and explanations given to us ,we give in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of

the Order.

4. Further to our comments in the Annexure referred to in

paragraph 3 above, 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 purposes of our audit;

b. In our opinion, proper books of accounts as required by

Law have been kept by the Company so far as appears

from our examination of the books;

c. The Balance Sheet and the Profit and Loss account dealt

with by this report are in agreement with the books of

account;

d. In our opinion, the Profit and Loss account and Balance

Sheet dealt with by this report comply with the

accounting standards referred to in sub-section (3C) of

section 211 of the Companies Act, 1956;

e. In our opinion and to the best of our information and

according to the explanations given to us, the accounts

subject to and read together with the notes 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 31st March 2012;

(ii) in the case of the Profit and Loss account, of the

profit of the Company for the year ended on that

date ; and

(iii) in case of the Cash Flow Statement, of the cash

flows for the year ended on that date.

5. On the basis of written representations received from the

directors as on 31st March, 2012, and taken on record by

the Board of Directors, we report that none of the directors

is disqualified as on31st March, 2012 from being appointed

as a director in terms Section 274 (1)(g) of the Companies

Act, 1956.

For Agarwal Desai & Shah

Chartered Accountants

Firm Regn No. 124850W

Rishi A.Sekhri

Place: Mumbai Partner

Date: May 30, 2012 M. No. 126656


Annexure to the Auditors ReportAnnexure to Auditors Report referred to in paragraph 3 of our report of even date to the members of Aanjaneya Lifecare

Limited (Formerly known as Aanjaneya Biotech Limited) on the financial statements for the year ended 31st March, 2012.

i. (a) The Company has maintained proper records showingfull particulars including quantitative details andsituation of fixed assets.

(b) The fixed assets were physically verified during theyear by the management in accordance with a regularprogram of verification which in our opinion providesfor physical verification of all fixed assets atreasonable intervals having regard to the size of thecompany and nature of its assets. According to theinformation and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part offixed assets during the year.

ii. (a) The inventory of raw material, finished/semi finishedand other traded materials have been physicallyverified by management at reasonable interval duringthe year.

(b) In our opinion and according to the information andexplanation given to us, the procedures of physicalverification of inventory followed by the managementare reasonable and adequate in relation to the size ofthe company & the nature of its business.

(c) The Company has been maintaining proper records ofinventory and no discrepancies were noticed onverification between the physical stocks and bookrecords.

iii. (a) The Company has not granted any loans, secured orunsecured, to companies, firms or other partiescovered in the register maintained under section 301of the Companies Act 1956.

(b) The Company has not taken any secured loans fromcompanies, firms or other parties covered in theregister maintained under section 301 of theCompanies Act 1956. The Company has takenunsecured loans from two parties covered in theregister maintained under section 301 of the Act. Themaximum amounts involved during the year was ` 4922.86Lacs and the year end outstanding of loanstaken from such parties was ` 2728.54Lacs.

(c) In our opinion and according to the information andexplanations given to us, such unsecured loans takenby the company are interest free in nature and other

terms and conditions of such loans are not prima facieprejudicial to the interest of the company.

(d) In our opinion and according to the information andexplanations given to us, the unsecured loans takenby the company are repayable on demand. There hasbeen no default in the repayment of such loans takenby the company. Such loans are interest free.

(e) There is no overdue amount in respect of loans takenby the company from parties listed in the registermaintained under section 301 of the Companies Act,1956.

iv In our opinion and according to information &explanations given to us, there are adequate internalcontrol system commensurate with the size of thecompany and the nature of its business for the purchase ofinventory, fixed assets and with regard to sale of goodsand services. Further on the basis of our examination ofthe books and records of the company we have not comeacross any major weakness or continuing failure to correctany major weaknesses in the aforesaid internal controlsystem.

v In respect of transactions covered under section 301 ofthe Companies Act, 1956.

(a) In our opinion and according to the information andexplanations given to us, the transaction made inpursuance of contracts or arrangements that neededto be entered into the register maintained u/s. 301 ofthe Companies Act 1956 have been so entered.

(b) In our opinion and according to the information andexplanations given to us, these transaction made inpursuance of such contracts or arrangements andexceeding the value of rupees five lacs in respect ofany party during the year have been made at priceswhich are reasonable having regard to the prevailingmarket prices at relevant time.

vi. The Company has not accepted any deposits from publicduring the year, hence provision of section 58-A & 58-AAof the Companies Act, 1956 are not applicable

vii. The Company has an Internal Audit Systems Commensuratewith the size and the nature of its business

viii. We have broadly reviewed the books of accountmaintained by the company pursuant to the rules made by

the Central Government for maintenance of cost recordsunder section 209 (1) (d) of Companies Act, 1956 and areof the opinion that prima facie , the prescribed accountsand record have been made and maintained.

ix. According to the information and explanations given to usin respect of statutory dues :

(a) The company is generally regular in depositingundisputed statutory dues including Provident Fund,Income Tax, Wealth Tax, Sales Tax, Service Tax, CustomDuty, Excise Duty and other material statutory duesapplicable to it with the appropriate authoritiesduring the year. Further, since the Central Governmenthas till date not prescribed the amount of cesspayable under section 441A of the Companies Act,1956, we are not in a position to comment upon theregularity or otherwise of the company in depositingthe same

(b) There were no arrears of undisputed statutory dues inrespect of the aforesaid items as at 31st March 2012outstanding for a period of more than six months fromthe date they became payable .

(c) There are no statutory dues which have not beendeposited on account of any dispute.

x. This is the Sixth year of the Companies existence. Thecompany has no accumulated losses as at 31st March2012 and has not incurred any cash losses during thefinancial year ended on that date or in the immediatelypreceding financial year.

xi. According to the records of the Company examined by usand the information and explanations given to us, theCompany has not defaulted in repayments of dues to anybank or financial institution. There are no debentureholders.

xii. The company has not granted any loans and advances onthe basis of any security by way of pledge of shares,debentures and other securities..

xiii. In our opinion, the Company is not a chit fund or Nidhi /Mutual benefit fund /society. Therefore the provisions ofany special statute as specified under clause 4(xiii) of thesaid Order are not applicable to the company.

xiv. In our opinion the Company is not a dealer or trader inshares, securities, debenture and other investments.Therefore the provisions of clause 4(xiv) of the Order arenot applicable to the company

xv. According to the information and explanations given to usthe company has not given any guarantee for loans takenby others from banks or financial institutions during theyear .

xvi. In our opinion and according to information andexplanation given to us, term loans taken from banks wereapplied for the purpose for which such loans wereobtained during the year.

xvii. According to the information and explanations given to usand on the basis of an overall examination of the BalanceSheet of the company, there are no funds raised on short–term basis that have been used for long-term investment.

xviii. During the year, the company has not made anypreferential allotment of shares to parties and companiescovered in the register maintained under section 301 ofthe companies Act, 1956 .

xix. The company has not issued debentures since inception.

xx. During the year the company made an Initial PublicOffering of shares (IPO) which opened for subscription on9th May 2011 and closed on 12th May 2011 to QIBbidders, Retail individual bidders and Non-Institutionalbidders of 50,00,000 Equity shares of the face value of ` 10/- each at a price of ` 234/- (including share premiumof ` 224/) per Equity share aggregating to ` 11,700 Lacsconstituting 39.76 % of the fully diluted post issue paidup capital of the company. The issue was fully subscribedand allotment to the respective applicants were made on20th May 2011 in consultation with the authorizedrepresentatives of the designated stock exchange viz-Bombay Stock Exchange Limited

xxi. According to the information & explanation given to usand based on our examination of the books and records ofthe company, we have not come across any instance ofsignificant fraud on or by the company noticed or reportedduring the course of our audit.

For Agarwal Desai & Shah Chartered Accountants


Rishi A.SekhriPlace: Mumbai Partner

Date: May 30, 2012 M. No. 126656



Balance Sheet As at March 31, 2012

As per our report of even date

For Agarwal Desai & Shah For AANJANEYA LIFECARE LIMITEDChartered AccountantsFirm Regn No. 124850W

Rishi A. Sekhri Dr. Kannan Vishwanath Shashikant B. Shinde Yogesh PatelPartner Managing Director Executive Director Company SecretaryM. No. 126656

Place : MumbaiDate :- May 30, 2012

Particulars Notes March 31, 2012 March 31, 2011

EQUITY AND LIABILITIES

Shareholders’ Funds

Share Capital A 138,871,510 75,766,670

Reserve & Surplus B 3,359,140,571 1,268,094,439

3,498,012,081 1,343,861,109

Non - Current Liabilities

Long- term borrowings C 1,016,787,905 571,486,154

Deferred Tax Liabilities (other long term liabilities) 143,853,785 49,819,353

Long- term provision 1,471,577 996,660

1,162,113,268 622,302,167

Current Liabilities

Short- term borrowings D 1,969,091,383 816,965,217

Trade Payable E 400,683,197 (60,308,104)

Other Current Liabilities F 23,227,336 21,443,257

Short- term provision G 126,351,638 204,566,143

2,519,353,554 982,666,513

Total 7,179,478,903 2,948,829,789

ASSETS

Non- Current Assets

Fixed Assets

Tangible Assets H 2,138,536,338 703,469,089

Capital Work In Progress 1,442,383,381 466,828,707

Total Fixed Assets 3,580,919,719 1,170,297,796

Non- Current investments I 7,774,032 501,875

3,588,693,751 1,170,799,671

Current Assets

Inventories J 1,375,167,477 823,730,252

Trade Receivables K 2,005,752,436 904,591,006

Cash & Bank Balance L 43,988,966 6,661,852

Short- term loans and advances M 9,367,291 24,413

Other Current Assets N 156,508,982 43,022,595

3,590,785,152 1,778,030,117

Total 7,179,478,903 2,948,829,789

Notes on Accounts X

(Amount in `)


Profit and Loss Account For the year ended March 31, 2012





Particulars Notes 2011-12 2010-11

I INCOME

Sales O 4,799,637,841 3,202,598,365

Other Income P 23,572,306 1,947,943

Total Income 4,823,210,147 3,204,546,309

II EXPENDITURE

Material Cost Q 3,696,870,572 2,458,764,377

Purchase of traded goods 2,600,598 11,558,489

(Increase) / Decrease in Stock of Finished Goods & WIP R (167,451,920) (143,343,558)

Manufacturing Expenses S 94,139,363 54,454,174

Personnel Cost T 56,418,474 46,255,794

Administration Expenses U 46,872,960 50,758,685

Selling Expenses V 16,143,398 17,673,375

Total Expenses 3,745,593,444 2,496,121,337

EBITDA 1,077,616,703 708,424,972

Depreciation H 156,649,220 25,835,822

EBIT 920,967,483 682,589,150

Finance Charges W 290,498,778 136,103,917

Profit / (Loss) before Tax 630,468,705 546,485,233

Prior Period Expenses 6,117 607,323

Less : Provision for Tax

- Current Tax 126,142,602 159,432,758

- Deferred Tax 94,034,432 26,317,573

- Fringe Benefit Tax – –

Profit / (Loss) Carried Over ……. 410,285,554 360,127,579

Basic & Diluted Earnings Per Share 34.42 52.00

(face value of Rs. 10/- each)

(Amount in `)


Cash Flow Statement For the year ended March 31, 2012





Particulars 2011-12 2010-11

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before Tax as per P& L A/c 630,462,589 545,877,910 Adjusted for:-Depreciation 156,649,220 25,835,822 Finance Charges 290,498,778 136,103,917

Less:( Interest Income) (16,801,139) (636,827)Less:( Dividend Income) (60,300) (60,000)Operating Profit before Working capital changes 1,060,749,147 707,120,822 Movements in working capital :Increase/(Decrease) in Trade payables 460,991,302 (216,357,554)Increase/(Decrease) in long- term provisions 474,917 996,660 Increase/(Decrease) in short- term provisions 8,487 10,549 Increase/(Decrease) in other current liabilities 1,784,079 13,155,701 Decrease/ (Increase) in short- term loans and advances (9,342,878) 60,850 Decrease/ (Increase) in other current assets (113,486,388) (8,220,570)Decrease/ (Increase) in inventories (551,437,225) (463,301,898)Decrease/ (Increase) in trade receivables (1,101,161,430) (1,312,169,136) (471,604,973)Cash (used in )/ Generated from Operations (251,419,989) (438,140,414)Taxes Paid (204,365,594) (20,000,000)Net Cash (used in) /From Operating Activities (455,785,583) (458,140,414)

B. CASH FLOW FROM INVESTING ACTIVITIES(Increase) /Decrease in Fixed Assets (2,567,271,143) (684,840,492)(Increase)/Decrease in non- current Investments (7,272,157) – Interest Income Recd from current Investments 16,801,139 636,827 Dividend Income Recd from non- current Investments 60,300 60,000 Net Cash (used in) /From Investing Activities (2,557,681,861) (684,143,665)

C. CASH FLOW FROM FINANCING ACTIVITIESIncrease in Share Capital 63,104,840 18,000,000 Increase in Share Premium 1,680,760,578 468,000,000 Increase/(Decrease) in Long term borrowings 445,301,751 371,677,432 Increase/(Decrease) in short term borrowings 1,152,126,165 419,843,238 Finance charges paid (290,498,778) (136,103,917)Dividend paid (incl distribution tax)Net Cash (used in) /From Financing Activities 3,050,794,558 1,141,416,754 Net Increase /(Decrease) in Cash & Cash equivalents A+B+C 37,327,114 (867,325)Opening Balance of Cash & Cash Equivalents 6,661,852 7,529,177 Closing Balance of Cash & cash Equivalents 43,988,966 6,661,852

(Amount in `)


Notes to the Financial Statements

March 31, 2012 March 31, 2011No. of shares Amount No. of shares Amount

A SHARE CAPITAL Authorised Capital :Equity Shares of ` 10 each 30,000,000 300,000,000 30,000,000 300,000,000 Issued,Subscribed & Paid - up Equity Shares of ` 10 each :At the beginning of the year 7,576,667 75766670 5,776,667 57,766,670 Add:- Issued during the year 6,310,484 63,104,840 1,800,000 18,000,000 At the end of the year 13,887,151 138,871,510 7,576,667 75,766,670

(Amount in `)

B RESERVES & SURPLUS March 31, 2012 March 31, 2011Opening Balance Profit & Loss 585,161,019 225,033,440 Add : Surplus for the Current Year 410,285,554 360,127,579 Sub-Total Profit & Loss 995,446,573 585,161,019 Share Premium 2,363,693,998 682,933,420 Total Reserves & Surplus 3,359,140,571 1,268,094,439

E TRADE PAYABLECreditors 400,683,197 (60,308,104)

D SHORT - TERM BORROWINGSSecured Loan…..Bank CC /EPCWorking capital loan from banks 1,362,029,777 816,965,217 (All Secured against first charge on the current assets)…..Sub-Total Working capital Secured loan 1,362,029,777 816,965,217 ….. Unsecured LoanWCDL from Other Banks 607,061,606 …..Sub-Total Working capital Unsecured loan 607,061,606 Total Short - term borrowings 1,969,091,383 816,965,217

C LONG - TERM BORROWINGSSecured LoanTerm LoanTerm loan from banks 571,395,059 413,625,353 Interest accrued but not due on Term Loan 6,024,737 2,904,182 (All Secured against first charge on immovable assets and second chargeon movable assets of the company)…..Sub-Total Term loan 577,419,796 416,529,535 Unsecured LoanLoans & Trade Advances Recd :Loans from directors / shareholders 272,853,565 51,341,619 Loans & Advances from company /others 166,514,544 103,615,000 Total UnSecured Loans … 439,368,109 154,956,619 TOTAL LONG - TERM BORROWINGS 1,016,787,905 571,486,154 DEFERRED TAX LIABILITY :On Account of Depreciation 143,853,785 49,819,353 LONG - TERM PROVISION

For Gratuity 1,471,577 996,660

March 31, 2012 March 31, 2011List of Shareholders holding more than 5% shares No. of shares % of Holding No. of shares % of Holding

Finaventure capital Limited 5956172 42.89% 55,50,000 73.25%Kannan Vishwanath 2030948 14.62% 2,026,667 26.75%Apex Drugs and Intermediates Limited 1310484 9.44% – –Religare Securities Limited 802870 5.78% – –


Particulars March 31, 2012 March 31, 2011

F OTHER CURRENT LIABILITIESOther Liabilities 23,227,336 21,443,257

(Amount in `)

G SHORT- TERM PROVISIONProvisions

For Income Tax 126,142,602 204,365,594

For FBT 190,000 190,000

For Gratuity 19,036 10,549

126,351,638 204,566,143

H FIXED ASSETS

J INVENTORIES( As taken, valued & certified by the Directors )

Raw Materials 965,352,159 593,099,748

Packing Materials 12,300,523 567,629

Work in Progress 190,710,056 131,657,735

Finished Goods -Mfg 206,804,739 98,371,199

Trading – 33,941

Total … 1,375,167,477 823,730,252

GROSS BLOCK Dep. DEPRECIATION NET BLOCK

As at Additions Deductions As at Rate Up to For the Up to As at As at

Assets 01.04.2011 during the year Discarded 31.03.2012 % 01.04.2011 year 31.03.2012 31.03.2012 31.03.2011

Land 5,542,310 – – 5,542,310 0.00% – – – 5,542,310 5,542,310

Factory Building 285,899,129 430,336,375 – 716,235,504 3.34% 12,909,516 17,253,072 30,162,588 686,072,916 272,989,613

Plant & Machinery 384,167,864 964,001,526 – 1,348,169,390 10.34% 23,083,360 120,199,511 143,282,871 1,204,886,519 361,084,504

Lab Equipments 23,386,292 109,808,319 – 133,194,611 10.34% 1,469,297 9,369,758 10,839,055 122,355,556 21,916,995

Air Conditioners 23,054,901 66,553,195 89,608,096 10.34% 1,886,994 7,087,614 8,974,608 80,633,487 21,167,906

Furniture & Fixtures 13,175,396 11,301,561 – 24,476,957 6.33% 1,329,266 1,251,374 2,580,640 21,896,318 11,846,130

Computers 3,277,834 1,727,165 5,004,999 16.21% 620,225 647,247 1,267,472 3,737,526 2,657,608

Office Equipment 4,325,313 5,940,063 10,265,376 6.33% 369,249 462,595 831,845 9,433,531 3,956,064

Motor Car 2,296,103 898,396 3,194,499 9.50% 339,446 224,038 563,484 2,631,015 1,956,657

Software 407,632 1,149,870 1,557,502 16.21% 56,331 154,012 210,343 1,347,159 351,301

Sub - Total 745,532,774 1,591,716,470 – 2,337,249,243 42,063,685 156,649,220 198,712,905 2,138,536,338 703,469,089

Capital - Wip 466,828,707 1,442,383,381 466,828,707 1,442,383,381 – 1,442,383,381 466,828,707

Grand Total 1,212,361,481 3,034,099,851 466,828,707 3,779,632,624 42,063,685 156,649,220 198,712,905 3,580,919,719 1,170,297,796

Particulars March 31, 2012 March 31, 2011

I NON- CURRENT INVESTMENTS Unquoted :

20,000 Shares Of Shamrao Vithal Co-Op bank Ltd @ `25 per share fully paid up valued at cost 501,875 501,875

Other 7,272,157 –

Total … 7,774,032 501,875



N OTHER CURRENT ASSETSDeposits 15,695,660 3,798,480

Balance with Revenue Authorities 125,995,632 38,135,976

Prepaid Expenses 1,391,658 1,088,139

Interest Receivables 13,426,032 –

Total … 156,508,982 43,022,595

M LOANS, ADVANCES. & DEPOSITS(Unsecured Considered Good)

Loan/Advance to Companies 9,330,523 –

Loan/Advance to Staff 36,768 24,413

Total … 9,367,291 24,413

L CASH AND BANK BALANCESCash in hand 1,533,379 744,320

BALANCES WITH SCHEDULED BANK :

In Current Account 1,821,298 608,929

In Deposit Account 40,521,395 –

Margin Money (against FDR) 112,894 112,894

Margin Money Deposit – 5,195,709

Total … 43,988,966 6,661,852


Particulars March 31, 2012 March 31, 2011K SUNDRY DEBTORS

(Unsecured, considered good)

Sundry Debtors 2,005,752,436 904,591,006

Debts outstanding

Over 6 Months 152,250,242 146,811,554

Others 1,853,502,194 757,779,452

Total … 2,005,752,436 904,591,006

(Amount in `)


O SALESManufacturing Sales -APIs (Bulk Drugs) 2,875,294,853 1,885,979,718

Manufacturing Sales -Formulations 1,921,090,105 1,309,665,495

Trading Sales 3,252,884 6,953,153

Grand Total Sales … 4,799,637,841 3,202,598,365

(Amount in `)

P OTHER INCOME Discount – –

Dividend Received 60,300 60,000

Duty Drawback 18,446 27,384

Exchange Rate Difference 6,311,892 –

Interest Received 16,801,139 636,827

Others 380,529 1,223,732

Total … 23,572,306 1,947,943




Q COST OF MATERIAL CONSUMED Opening Stock of R.M.and Pkg. Material 593,667,377 273,709,037

Add :- Purchases 4,080,855,877 2,778,722,717

Less : Purchase Returns and Rounding Off – –

Opening Stock + Net Purchases 4,674,523,254 3,052,431,754

Less :Closing Stock of R.M.and Pkg. Materials 977,652,682 593,667,377

Raw Material Consumed in Mfg 3,696,870,572 2,458,764,377

Total Consumption of Materials 3,696,870,572 2,458,764,377

PURCHASE OF TRADED GOODS

Purchase trading 2,600,598 11,558,489

(Amount in `)

S MANUFACTURING EXPENSES Coal, Fuel & Oil 38,532,701 15,179,169

Consumable 5,747,631 1,911,169

Electricity Expenses 7,300,974 6,023,640

Factory Expenses 3,821,136 2,597,786

Freight, Transport, Coolie and Cartage 2,064,102 3,962,660

Import Clearing & Forwarding Expenses 6,086,549 3,746,149

Labour & Hamali Expenses 12,596,052 9,895,953

Loading & Unloading Expenses 212,330 264,459

M.P.C.B. Expenses 10,000 39,915

Packing & Forwarding Expenses 50,251 47,307

Product Development Expenses 3,532,720 768,404

Repairs & Maintenance Expenses - Factory & Plant 5,271,527 6,637,230

Research & Development Expenses 2,976,599 742,039

Security Expenses 1,800,917 1,381,314

Stores, Spares & Hardware 3,256,546 488,839

Water Expenses 879,328 768,142

Total … 94,139,363 54,454,174

R INCREASE / ( DECREASE) IN STOCKS Closing Stock :

...Finished Goods -Mfg 206,804,739 98,371,199

...Work in Progress 190,710,056 131,657,735

...Trading – 33,941

Closing Stock - Total 397,514,795 230,062,875

Opening Stock :

...Finished Goods -Mfg 98,371,199 15,326,465

...Work in Progress 131,657,735 69,779,312

...Trading 33,941 1,613,540

Opening Stock -Total 230,062,875 86,719,317

Increase / ( Decrease) in Stock of FG & WIP 167,451,920 143,343,558




T PERSONNEL COST Insurance Expenses 144,337 227,933

Employers Contribution & Administration Expenses to PF 1,177,507 1,041,617

Gratuity Provision 483,404 411,886

Leave Encashment 79,620 63,787

Salaries,Wages & Bonus 51,585,844 43,109,534

Staff Welfare Expenses 2,947,762 1,401,037

Total … 56,418,474 46,255,794

(Amount in `)

U ADMINISTRATION EXPENSES Audit Fees 490,000 150,000

Books & Periodicals 39,234 219,481

Commission & Brokerage Expenses 920,080 3,703,108

Computer Expenses 102,920 452,193

Conference & Meeting 322,019 48,921

Conveyance Expenses 269,837 189,214

Courier Expenses 330,856 443,005

Donations 44,704 6,544,253

Electricity Expenses 487,030 457,020

Exchange Rate Difference – 3,250,090

Gardening Expenses 17,575

Insurance Expenses 2,855,240 1,801,466

Licence Fees 2,290,086 2,539,425

Membership & Subscription Fees 212,285 272,721

Miscellaneous Expenses – 224,229

Mobile Expenses 895,836

Office Expenses 824,095 935,249

Printing & Stationary Expenses 4,729,678 1,939,552

Profession Tax Company 2,500

Professional Fees / Charges 24,106,293 17,673,939

Rates & Taxes 269,167 272,118

Rent 1,654,800 1,145,100

ROC Expenses and Franking Charges 1,415,935 4,404,830

Security Expenses 465,926 312,404

Software Expenses 97,086 24,466

Tax Expenses 55,000 82,287

Telecommunication & Internet 1,579,331 1,626,430

Vehicle Expenses & Repairs 1,151,121 1,223,090

Vehicle Hire Expenses 918,157 706,541

Website Development Expenses 76,169 117,554

Directors Sitting Fees 250,000 –

Total … 46,872,960 50,758,685




V SELLING EXPENSES Advertisement Expenses 1,214,908 2,717,317

Bank Charges-International trade 373,479 417,008

Business Promotion & Marketing Expenses 1,446,963 572,909

Exhibition Expenses 2,600,849 5,448,960

Export Clearing & Forwarding Expenses 2,204,536 2,171,804

Travelling,Boarding & Lodging Expenses 8,302,663 6,345,378

Total … 16,143,398 17,673,375

(Amount in `)

W FINANCE CHARGES Interest - on Term Loan & Cash Credit 196,152,912 111,505,945

Interest - Others 74,977,302 13,962,197

Processing & Other Charges 19,368,564 10,635,775

Total …. 290,498,778 136,103,917

X SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS1. Significant Accounting Policies:

a. Basis of Accounting:-The Financial Statements of the Company are prepared under historical cost convention and on accrual basis and inaccordance with the Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and the relevantprovisions of the Companies Act, 1956. Accounting policies, not specifically referred to hereunder is otherwise consistentwith generally accepted accounting polices [“GAAP”].

b. Fixed Assets:-Fixed Assets are stated at cost of acquisition inclusive of non refundable duties and taxes, freight and incidental expenses,if any. Advances paid towards acquisition/construction of fixed assets outstanding at each balance sheet date and cost offixed assets not ready for their intended use before such date are disclosed under capital work in progress.

c. Depreciation:-Depreciation on Fixed Assets is provided on Straight Line Method at the rates specified in schedule XIV of the CompaniesAct, 1956.Depreciation on additions made to fixed assets during the year is provided on pro-rata basis.

d. Valuation of Inventories:-i. Raw Materials are valued at cost or net, realisable value whichever is lower. Cost is determined by using the First In First

out (FIFO) method.

ii. Semi Finished Goods (Work in progress) are valued at cost.

iii. Finished Goods:Manufactured goods are valued at cost or net realisable value whichever is lower. Cost is determined by using the FirstIn First out (FIFO) method. Cost includes cost of raw materials used and all the related overhead expenses.

Traded Goods are valued at cost or net realisable value whichever is lower. Cost is determined by using the First in Firstout (FIFO) method.

e. Revenue Recognition:-The Company follows the mercantile system of accounting and hence Revenue is recognized by the company on accrualbasis.

f. Pre-Operative Expenditure & IPO Expenses :-Pre-Operative expenses of the Company have been fully written off in the year of commencement of commercialoperations. IPO issue expenses have been set off against Share Premium account .The Company was incorporated on 3rdJanuary, 2006 and commenced Commercial operations on 25th September, 2007.


Notes to the Financial StatementsX SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS

g. Accounting for Foreign Exchange Transaction:-In accordance with Companies (Accounting Standards) Rules, 2006 the transaction in foreign exchange are accounted for atthe exchange rates prevailing at the date of the transaction. In respect of the Assets and Liabilities remaining unsettled atthe Balance sheet date are translated at the closing rate. Exchange differences that arise on settlement of monetary itemsor on reporting at each balance sheet date are recognized as income or expense in the period in which they arise.

Where the company uses derivative financial instruments such as forward contracts to hedge its risk associated againstforeign currency fluctuations, the Gain or loss on restatement of such contracts outstanding at the balance sheet date arerecognized in the profit and loss account for the year in which it occurs. The premium or discount arising at the inception offorward contracts is amortized through the profit and loss account over the period of the contract

h. Taxation:-Tax expenses is the aggregate of current tax and deferred tax charged, as the case may be to the Profit and Loss Account forthe year in accordance with Companies (Accounting Standards) Rules, 2006 and measured at the tax rate that have beenenacted or substantively enacted by the Balance Sheet date.

I. Current TaxTax on income for the current period is determined on the basis of assessable income computed in accordance with theprovisions of the Income Tax Act, 1961.

II. Deferred TaxDeferred income taxes are recognized for the future tax consequences attributable to timing difference between thefinancial statements and determination of income for their recognition for tax purposes. The effect on deferred taxliabilities of a charge in tax rates is recognized in income using the rates and tax laws that have been enacted orsubstantively enacted as on the Balance Sheet date. Deferred tax assets are recognized and carried forward to theextent there is reasonable certainty that sufficient future taxable income will be available against which deferred taxassets can be realized.

i. Contingent Liability:-Contingent liabilities, if any, are disclosed in the Notes to Accounts. Provisions have been made in the accounts in respectof those contingencies which are likely to materialize into liabilities after the year end till the finalization of accounts andhave a material effect on the position stated in the Balance Sheet.

j. Borrowing Cost:- Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized aspart of cost of such asset till such time as the asset is ready for its intended use. All other borrowing costs are expensed inthe period in which they are incurred.

2. Notes on Accounts:2.1 Fixed assets / Capital Work-in-progress:-

The company is undertaking capital expenditure program at its Mahad and Pune Plants, Further in order to acquire Fixedassets of Apex drugs & Intermediates Limited Hyderabad, advance payment was partially made by issue of 13,10,484 equityshares of ` 10 each at a premium of ` 486 per share aggregating to ` 6500 lacs. Further an advance of ` 6500 lacs was madein cheque. The same is included in capital WIP. The Capital WIP on this count stands at ` 14423.83 lacs as on 31st March2012.

2.2 Investments:-Long Term Investments are stated at cost less provision, if any, for diminution which is other than temporary in nature.Current investments are valued at lower of cost and net realisable value.

2.3 Subsidiary and Associate Company:- The Company is an associate of Finaventure Capital Limited (formerly Aasda Lifecare Limited)during the year under report.Finaventure Capital Limited holds 42.89% shares of the company as at 31st March, 2012.

The Company has made investments in Eros Pharmachem Pte. Ltd. Singapore thereby making it subsidiary of AanjaneyaLifecare Limited


X SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS2.4 Research & Development:-

The costs are expensed when incurred. Capital expenditure when incurred for acquisition or construction of equipment andfacilities for R&D and having alternate future uses will be capitalized under Plants and Machinery. The breakup of Assetspertaining to R&D and included in Fixed Assets is as follows – Equipments ` 1050.78 lacs. Building ` 1061.66 lacs. TheRevenue expenditure on R&D is as follows :- R&D Expense ` 29.77 lacs; Product development ` 35.33 lacs ; Salary of R&Dpersonnel ` 21.88 lacs. Revenue generated on account of R&D efforts ` 224.57 lacs. Same is included in Sales

2.5 Share Capital:-The paid up share capital of the company has increased from ` 757.67 Lacs to ` 1388.72 Lacs .The company issued of 50Lac equity shares of ` 10 each at a premium of ` 224 per share to the public in May 2011 aggregating to ` 11700 Lacs. Thesum of ` 11200 lacs Lacs has been credited to share premium account. Also the company issued 1310484.00 equity sharesof ` 10 each at a premium of ` 486 per share to Apex Drugs & Intermediates Hyderabad for consideration other than cashin March 2012 aggregating to ` 6500 Lacs. The sum of ` 6368.95 Lacs has been credited to share premium account

2.6 No commission on profits is paid at any time during the year to any of the directors of the Company.

2.7 Derivative Instruments:- Company has not entered into any Forex Derivative Contracts at any time during the year.

During the year ended 31st March 2012 foreign currency exposures that have not been hedged by a derivative instrumentor otherwise are given below:

a) Amount receivable in foreign currency on account of export of goods- USD 49.16 Lacs (Previous Year USD 2.06 Lacs)INR 2515.51 Lacs (Previous Year INR 91.47 Lacs), GBP 0.10 Lacs (Previous Year GBP 0.10 Lacs) INR 8.18 Lacs (PreviousYear INR 7.12 Lacs) & EURO 0.07 Lacs INR 4.85 Lacs.

b) Amount paid in foreign currency on account of import of goods-USD 11.00 Lacs (Previous Year USD 1.11 Lacs) INR518.33 Lacs (Previous Year INR 49.69 Lacs) & EURO 0.01 Lacs (Previous Year EURO NIL) INR 0.59 (Previous Year EURONIL)

c) Amount payable in foreign currency on account of import of goods- USD 0.64 Lacs (Previous Year USD NIL) INR 33.03Lacs (Previous Year INR NIL)

2.9 Cenvat:-

No cenvat credit is availed in respect of finished goods manufactured and sold by the company which are exempt or free

of Central Excise .Consequently duty paid on these inputs is expensed during the year. Where finished goods manufactured

and sold by the company are excisable, cenvat credit is availed on inputs used in the manufacture of such excisable goods.

* Holding Company till May 2011

Particulars 2011-12 2010-112.8 Auditor’s Remuneration:-

Audit Fees - Statutory Audit & Income Tax Audit 3.40 1.00

VAT Audit 1.00 0.50

Cost Audit 0.50 NIL

(` in Lacs)

2.10 Related Party Disclosures:-Name of the Key Managerial Personnel Relationship

Kashi Vishwanathan Chairman

Kannan K. Vishwanath Vice Chairman & Managing Director

Companies / Firms in which the Key Managerial Personnel & their relatives are interested

Eros Pharmachem Pte Ltd Subsidiary Company

Finventure Capital Ltd (Aasda Life Care Limited) *

Relatives of the Key Managerial Personnel Relationship

Divya K. Vishwanath Wife of Kannan K. Vishwanath



2.11 Disclosures pursuant to Accounting Standard – 15 “Employee Benefits”:-Defined Contribution PlanThe company has made payments to the Government Provident Fund amounting to ` 11.77 Lacs and the same is expensedduring the year ended 31st March, 2012.

Defined Benefit PlanThe following disclosures are made in accordance with AS 15 (Revised) pertaining to defined benefit plans regardingGratuity.

X SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTSThe Company has entered into the following related party transactions. As on March 31, 2012 such parties and transactionsare identified as per Accounting Standard 18 issued by the ‘The Institute of Chartered Accountants of India.’

Nature of Transactions 2011-12 2010-11Amount due to / from Related Parties

Mr. Kashi VishwanathanLoan taken from Director 303.10 250.10Mr. Kannan K. VishwanathLoan taken from Director 2425.44 263.32Rent payable 23.17 9.93Finaventure Advisory Services (I) Private LimitedLoan taken from Shareholders Nil 11.15Aasda Life Care Limited Loan taken from Holding Company Nil Nil

(` in Lacs)

2010.11 2011.12

Amount to be recognized in Balance Sheet

Present Value of Funded Obligations 0 0Fair Value of Plan Assets 0 0Present Value of Unfunded Obligations 1,007,209 1,490,613Unrecognized Past Service Cost 0 0Amount not Recognized as an Asset (limit in Para 59(b)) 0 0Net Liability 1,007,209 1,490,613Amounts in Balance SheetLiability 1,007,209 1,490,613Assets 0 0Net Liability is bifurcated as follows:Current 10,549 19,036Non Current 996,660 1,471,577Net Liability 1,007,209 1,490,613

(Amount in `)

Name of Related Party Nature of transaction 2011-12 2010-11Kashi Vishwanathan Loan from Director 53.00 250.00

Repayment of Loans – 55.00Remuneration to Director 36.00 36.00

Kannan K. Vishwanath Loan from Director 4869.86 1,112.31Repayment of Loans 2707.74 979.63Equity Shares allotted – 4860.00Remuneration to Director 36.00 36.00Rent for Premises 13.24 9.93

Aasda Life Care Limited Loan from Holding Company – –Repayment of Loans – 13.00Conversion of Loan to Equity – –

Divya Vishwanath Remuneration to Director – –Remuneration as an Employee 6.12 6.12

(` in Lacs)




2010.11 2011.12

Expenses to be recognized in Statement of Profit and Loss Account

Current Service Cost 277,299 574,487Interest on Defined Benefit Obligation 69,637 127,690Expected Return on Plan Assets 0 0Net Actuarial Losses / (Gains) Recognized in Year 64,950 (218,773)Past Service Cost 0 0Losses / (Gains) on "Curtailments & Settlements" 0 0Losses / (Gains) on "Acquisition / Divestiture" 0 0Effect of the limit in Para 59(b) 0 0Total, Included in "Employee Benefit Expense" 411,886 483,404Actual Return on Plan Assets 0 0

(Amount in `)

2010.11 2011.12

Reconciliation of benefit obligation and plant assets for the period

Change in Defined Benefit ObligationOpening Defined Benefit Obligation 595,323 1,007,209Current Service Cost 277,299 574,487Interest Cost 69,637 127,690Actuarial Losses / (Gain) 64,950 (218,773)Past Service Cost 0 0Actuarial Losses / (Gain) due to Curtailment 0 0Liabilities Extinguished on Settlements 0 0Liabilities Assumed on Acquisition / (Settled on Divestiture) 0 0Exchange Difference on Foreign Plans 0 0Benefits Paid 0 0Closing Defined Benefit Obligation 1,007,209 1,490,613Change in Fair Value of AssetsOpening Fair Value of Plan Assets 0 0Expected Return on Plan Assets 0 0Actuarial Gain / (Losses) 0 0Assets Distributed on Settlements 0 0Contributions by Employer 0 0Assets Acquired on Acquisition / (Distributed on Divestiture) 0 0Exchange Difference on Foreign Plans 0 0Benefits Paid 0 0Closing Fair Value of Plan Assets 0 0Expected Employer's Contribution Next Year 10,549 19,036

(Amount in `)

2010-11 2011-12 2011-12

Category of Assets (% Allocation) % % (in `)

Assets information

Government of India Securities 0% 0% 0Corporate Bonds 0% 0% 0Special Deposit Scheme 0% 0% 0Equity Shares of Listed Companies 0% 0% 0Property 0% 0% 0Insurer Managed Funds 0% 0% 0Others 0% 0% 0Grand Total 0% 0% 0

X SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS



2007-08 2008-09 2009-10 2010-11 2011-12

Experience adjustments

Defined Benefit Obligation 0 362,043 595,323 1,007,209 1,490,613Plan Assets 0 0 0 0 0Surplus / (Deficit) 0 (362,043) (595,323) (1,007,209) (1,490,613)Exp. Adj. on Plan Liabilities 0 0 23,253 77,281 (138,066)Exp. Adj. on Plan Assets 0 0 0 0 0

(Amount in `)

2011-12 2010-112.12 C.I.F. Value of Imports:-

Raw Material 676.87 1,058.71Capital Goods NIL 50.93

(` in Lacs)

2011-12 2010-112.14 Earnings in Foreign exchange:-

FOB Value of goods exported 4,020.11 1,162.53

(` in Lacs)

2011-12 2010-112.13 Expenditure in Foreign Currency:-

Travel 9.61 9.29Exhibition 26.01 42.86Product Development 10.00 7.34Research and Development 3.07 4.39Licence/Registration Fees – 2.55Lodging & Boarding 6.64 7.39

(` in Lacs)

2011-12 2010-112.18 Earnings per Share:-

Profit Attributable to Equity Shareholders (` in Lacs) 4102.86 3,601.28Weighted No. of Equity Shares 1,19,21,590 69,25,708Nominal Value of Equity Shares (`) 10 10Basic Earnings per Share (`) 34.42 52.00

2010-11 2011-12Summary of principal actuarial assumptions

Financial assumptions at the valuation dateDiscount Rate (p.a.) 8.10% 8.55%Expected Rate of Return on Assets (p.a.) 0.00% 0.00%Salary Escalation Rate (p.a.) 7.00% 7.00%

2.15 Event occurring after balance sheet date:-

2.16 Micro Small & Medium Enterprises Development Act 2006. {MSMED Act 2006}:-

The company is outside the purview of MSMED Act 2006 as the investment in Plant & Machinery is greater than 10 crores

as at the end of the year.

2.17 The previous year figures have been recast / regrouped whenever necessary in order to confirm to current years

presentation.



2011-12 2010-112.19 Remuneration to Directors:-

Salary including P.F. Contribution 114.42 106.61Sitting Fees 2.50 1.50

(` in Lacs)



2.20 Segment Information:-

The company has only one reportable segment and that is the business segment and there are no geographical segments.

Segment information disclosure is made in accordance with Accounting standard (AS) -17 “Segment Reporting”. It is

identified based on products, organization structure, risk return profile and the reporting systems of the company. The

business segment is organized into API manufacturing and Formulation manufacturing. Formulation manufacturing

business has commenced only from 1st April 2010 and onwards.

Business Segments

Particulars API Formulation Trading Unallocable Total

Information about Business SegmentsFor the year ended 31/03/2012

A Revenue :Total External Sales 28,752.95 19,210.90 32.53 – 47,996.38 Inter Segment Sales – – – – –Total Revenue 28,752.95 19,210.90 32.53 – 47,996.38

B Segment result before interest,exceptional items and tax 4,875.48 4,104.62 1.52 (7.67) 8,973.95 Less : - Interest Expenses 2,904.99Less :- Exceptional Expenses 0.06Add :- Exceptional Income 235.72 Unallocable Corporates items – Profit before Taxes 6,304.63 Taxes :-Less :-Income Tax 1,261.43Less:-Deferred Tax 940.34 Profit after Taxes 4,102.86

C Segment Assets 48,720.46 20,805.39 13.59 2,255.34 71,794.79 D Segment Liabilities 4,840.00 2,971.33 4.98 28,998.37 36,814.67 E Capital Expenditure 26,456.34 2,852.75 – 25.39 29,334.48 F Segment Depreciation 1,257.11 301.71 – 7.67 1,566.49 G Non - Cash Expenses other

than depreciation NIL NIL NIL NIL NIL

(Amount in `)

2011-12 2010-11

Particulars % Amount (` Lacs) % Amount (` Lacs)

2.21.Consumption of Materials:-

Consumption of Materials –MfgIndigenous 92% 34,143.15 95% 23,471.40Imported 8% 2825.56 5% 1,116.24Raw Materials consumed in Mfg 100% 36,968.71 100% 24,587.64Purchases - Trading 26.01 115.58Total Consumption of Materials 36,994.71 24,703.22




Opening Trading Closing

Stock Purchase Production Sales Stock

Particulars Units Qty. ` Lacs ` Lacs Qty. Qty. ` Lacs Qty. ` Lacs

2.23.Particulars of Production, Trading Purchase, Sales and Stock:-

Formulation Units in 18718.24 393.48 – 7,64,679.97 7,35,867.77 19,152.27 47,530.44 827.21Thousands

Bulk Drugs Kg in 12.58 590.23 – 497.40 483.54 28752.96 26.44 1240.84Thousands

Trading – – – 26.00 – – 32.52 – –Job Work – – – – – – 58.63 – –Total 983.71 26.00 47996.38 2068.05

2011-12

Opening Trading Closing

Stock Purchase Production Sales Stock

Particulars Units Qty. ` Lacs ` Lacs Qty. Qty. ` Lacs Qty. ` Lacs

Formulation Units in – – – 5,09,371.73 4,90,653.49 13,056.02 18,718.24 393.48Thousands

Bulk Drugs Kg in 3.33 153.26 – 326.42 317.17 18,859.80 12.58 590.23Thousands

Trading – – 16.14 115.58 – – 69.53 – –Job Work – – – – – – 40.63 – –Total 169.40 115.58 32,025.98 983.71

2010-11

2011-12 2010-11

Particulars Unit Bulk Drugs Bulk Drugs

2.22.Installed Capacity and Capacity Utilization for APIs and Formulation:- Active pharmaceutical ingredients (API’s/Bulk Drugs)

Installed capacity MT 650.00 450.00Actual Production MT 497.40 326.42

Note: For API’s, the reactors installed are to be of larger capacity so as to accommodate herbal based raw material inputswhose yield can vary from crop to crop. The reactors are also multipurpose in nature. Hence there is no direct correlationbetween installed capacity and actual production.

Note:(i) The Formulations business commenced only from 1st April 2010.

(ii) In terms of press Note no. 4 (1994 series) dated October 25, 1994 issued by the department of Industrial Development,Ministry of Industry, Government of India and Notification no. S.O. 137 (E) dated March 01, 1999 issued by theDepartment of Industrial Policy and Promotion, Ministry of Industry, Government of India, Industrial licencing has beenabolished in respect of bulk drugs and formulations. Hence there are no registered / Licenced capacities for these bulkdrugs and formulations.

Particulars 2011-12 2010-11Formulations

Installed capacity Units in Thousands 15,71,650.00 15,71,650.00Actual production Units in Thousands 7,64,679.97 5,09,371.73


Consolidated Financial

Statements


Auditors’ ReportAUDITORS’ REPORT TO THE BOARD OF DIRECTOR ON THE CONSOLIDATED FINANCIAL STATEMENTS OFAANJANEYA LIFE CARE LIMITED

1) We have audited the attached consolidated balance sheet

of Aanjaneya Lifecare Limited (the “Company”) and its

subsidiary, hereinafter referred to as the “Group” as at 31st

March 2012, the related consolidated Statement of Profit

and Loss annexed thereto, which we have signed under

reference to this report. These consolidated financial

statements are the responsibility of the Company’s

management. Our responsibility is to express an opinion on

these financial statements based on our audit.

2) We conducted our audit in accordance with the auditing

standards generally accepted in India. Those Standards

require that we plan and perform the audit to obtain

reasonable assurance about whether the financial

statements are free of material 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 statement presentation. We

believe that our audit provides a reasonable basis for our

opinion.

3) We did not audit the financial statements of the subsidiary.

These financial statements have been audited /reviewed by

other auditors whose report have been furnished to us and

our opinion is so far as it relates to the amounts included in

respect of the subsidiary is based solely on the report of the

other auditors. The total assets and revenue in respect of

the subsidiary are:- Total assets Rs. 87.93 Lacs as at 31st

March 2012; Total Revenue NIL; Total Loss Rs. 4 Lacs.

4) We report that the consolidated financial statements have

been prepared by the Company’s Management in

accordance with the requirements of Accounting Standard

(AS) 21-Consolidated Financial Statements notified under

sub-section 3C of Section 211 of the Companies Act, 1956.

5) Based on our audit and on consideration of reports of other

auditor(s) on separate financial statements and to the best

of our information and according to the explanations given

to us, in our opinion, the attached consolidated financial

statements give a true and fair view in conformity with the

accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the

state of affairs of the Group as at 31st March 2012;

(ii) in the case of the Consolidated Statement of Profit and

Loss, of the profit of the Group for the year ended on

that date ; and

For Agarwal Desai & Shah

Chartered Accountants


Rishi A.Sekhri

Place: Mumbai Partner

Date: May 30, 2012 M. No. 126656


Consolidated Balance Sheet As at March 31, 2012





Particulars Notes March 31, 2012

EQUITY AND LIABILITIES

Shareholders’ Funds

Share Capital A 138,871,510

Reserve & Surplus B 3,358,548,079

Capital Reserve (in terms of consolidation) 453,747

3,497,873,335

Minority Interest 791,490

Non - Current Liabilities

Long- term borrowings C 1,016,787,905

Deferred Tax Liabilities (other long term liabilities) 143,853,785

Long- term provision 1,471,577

1,162,113,268

Current Liabilities

Short- term borrowings D 1,969,091,383

Trade Payable E 400,709,348

Other Current Liabilities F 24,080,032

Short- term provision G 126,351,638

2,520,232,400

Total … 7,181,010,494

ASSETS

Non- Current Assets

Fixed Assets

Tensible Assets H 2,138,536,338

Capital Work In Progress 1,442,383,381

Total Fixed Assets 3,580,919,719

Non - Current Investments I 511,875

3,581,431,594

Current Assets

Inventories J 1,375,167,477

Trade Receivables K 2,005,752,436

Cash & Bank Balance L 44,841,471

Short- term loans and advances M 17,041,291

Other Current Assets N 156,776,225

3,599,578,900

Total … 7,181,010,494

Notes on Accounts X

(Amount in `)


Consolidated Profit and Loss Account For the year ended March 31, 2012





Particulars Notes 2011-12

I INCOME

Sales O 4,799,637,841

Other Income P 23,572,306

Total Income ----- 4,823,210,147

II EXPENDITURE

Material Cost Q 3,696,870,572

Purchase of traded goods 2,600,598

(Increase) / Decrease in Stock of Finished Goods & WIP R (167,451,920)

Manufacturing Expenses S 94,139,363

Personnel Cost T 56,418,474

Administration Expenses U 47,249,783

Selling Expenses V 16,143,398

Total Expenses ----- 3,745,970,267

EBITDA 1,077,239,881

Depreciation H 156,649,220

EBIT 920,590,660

Finance Charges W 290,522,951

Profit / (Loss) before Tax 630,067,710

Prior Period Expenses 6,117

Less : Provision for Tax

----- Current Tax 126,142,602

----- Deferred Tax 94,034,432

----- Fringe Benefit Tax –

Profit / (Loss) Carried Over ( Before adjustment for Minority Interest) 409,884,558

Add:- Minority Interest –

Profit / (Loss) Carried Over ……. 409,884,558

Basic & Diluted Earnings Per Share 34.38

(face value of Rs. 10/- each)

(Amount in `)


Particulars March 31, 2012

A SHARE CAPITAL Authorised Capital :

3,00,00,000 {LY 3,00,00,000} Equity Shares of Rs.10/- each 300,000,000

Issued,Subscribed & Paid - up Capital :

1,38,87,151 {LY 75,76,667] Equity Shares of Rs 10 /- each fully paid. 138,871,510

138,871,510

(Amount in `)

B RESERVES & SURPLUS Opening Balance Profit & Loss 584,969,522

Add : Surplus for the Current Year 409,884,558

…..Sub-Total Profit & Loss 994,854,080

Share Premium 2,363,693,998

Total Reserves & Surplus … 3,358,548,079

E TRADE PAYABLECreditors 400,709,348

D SHORT - TERM BORROWINGSSecured Loan

…..Bank CC /EPC

Working capital loan from banks 1,362,029,777

(All Secured against first charge on the current assets)

…..Sub-Total Working capital loan 1,362,029,777

….. Unsecured Loan

WCDL from Other Banks 607,061,606

…..Sub-Total Working capital loan 607,061,606

Total Short - term borrowings 1,969,091,383

C LONG - TERM BORROWINGSSecured Loan

Term Loan

Term loan from banks 571,395,059

Interest accrued but not due on Term Loan 6,024,737

(All Secured against first charge on immovable assets and second charge on

movable assets of the company)

…..Sub-Total Term loan 577,419,796

Unsecured Loan

Loans & Trade Advances Recd :

Loans from directors / shareholders 272,853,565

Loans & Advances from company /others 166,514,544

Total UnSecured Loans … 439,368,109

TOTAL LONG - TERM BORROWINGS 1,016,787,905

DEFERRED TAX LIABILITY :

On Account of Depreciation 143,853,785

LONG - TERM PROVISION

For Gratuity 1,471,577

Notes to the Consolidated Financial Statements



F OTHER CURRENT LIABILITIESOther Liabilities 24,080,032

(Amount in `)

G SHORT- TERM PROVISIONProvisions

For Income Tax 126,142,602

For FBT 190,000

For Gratuity 19,036

126,351,638

H FIXED ASSETS

J INVENTORIES(As taken, valued & certified by the Directors)

Raw Materials 965,352,159

Packing Materials 12,300,523

Work in Progress 190,710,056

Finished Goods -Mfg 206,804,739

Trading –

Total … 1,375,167,477

GROSS BLOCK Dep. DEPRECIATION AS PER SLM NET BLOCK

As at Additions Deductions As at Rate Up to For the Up to As at As at

Assets 01.04.2011 31.03.2012 % 01.04.2011 year 31.03.2012 31.03.2012 31.03.2011

Land 5,542,310 – – 5,542,310 0.00% – – – 5,542,310 5,542,310

Factory Building 285,899,129 430,336,375 – 716,235,504 3.34% 12,909,516 17,253,072 30,162,588 686,072,916 272,989,613

Plant & Machinery 384,167,864 964,001,526 – 1,348,169,390 10.34% 23,083,360 120,199,511 143,282,871 1,204,886,519 361,084,504

Lab Equipments 23,386,292 109,808,319 – 133,194,611 10.34% 1,469,297 9,369,758 10,839,055 122,355,556 21,916,995

Air Conditioners 23,054,901 66,553,195 89,608,096 10.34% 1,886,994 7,087,614 8,974,608 80,633,487 21,167,906

Furniture & Fixtures 13,175,396 11,301,561 – 24,476,957 6.33% 1,329,266 1,251,374 2,580,640 21,896,318 11,846,130

Computers 3,277,834 1,727,165 5,004,999 16.21% 620,225 647,247 1,267,472 3,737,526 2,657,608

Office Equipment 4,325,313 5,940,063 10,265,376 6.33% 369,249 462,595 831,845 9,433,531 3,956,064

Motor Car 2,296,103 898,396 3,194,499 9.50% 339,446 224,038 563,484 2,631,015 1,956,657

Software 407,632 1,149,870 1,557,502 16.21% 56,331 154,012 210,343 1,347,159 351,301

Sub - Total 745,532,774 1,591,716,470 – 2,337,249,243 42,063,685 156,649,220 198,712,905 2,138,536,338 703,469,089

Capital - Wip 466,828,707 1,442,383,381 466,828,707 1,442,383,381 – 1,442,383,381 466,828,707

Grand Total 1,212,361,481 3,034,099,851 466,828,707 3,779,632,624 42,063,685 156,649,220 198,712,905 3,580,919,719 1,170,297,796


I NON- CURRENT INVESTMENTS Unquoted :

20,000 Shares Of Shamrao Vithal Co-Op bank Ltd @ Rs 25 per share fully paid up valued at cost 501,875

Other 10,000

Total … 511,875



N OTHER CURRENT ASSETSDeposits 15,962,903

Balance with Revenue Authorities 125,995,632

Prepaid Expenses 1,391,658

Interest Receivables 13,426,032

Total … 156,776,225

M SHORT TERM LOANS, ADVANCES(Unsecured Considered Good)

Loan/Advance to Companies 9,330,523

Loan/Advance to Staff 7,710,768

Total … 17,041,291

L CASH AND BANK BALANCESCash in hand 1,533,379

BALANCES WITH SCHEDULED BANK :

In Current Account 2,673,803

In Deposit Account 40,521,395

Margin Money (against FDR) 112,894

Margin Money Deposit –

Total … 44,841,471


K SUNDRY DEBTORS (Unsecured, considered good)

Sundry Debtors

Debts outstanding

Over 6 Months 152,250,242

Others 1,853,502,194

Total … 2,005,752,436

(Amount in `)

Particulars 2011-12

O SALESManufacturing Sales - APIs (Bulk Drugs) 2,875,294,853

Manufacturing Sales - Formulations 1,921,090,105

Trading Sales 3,252,884

Grand Total Sales … 4,799,637,841

(Amount in `)

P OTHER INCOME Discount –

Dividend Received 60,300

Duty Drawback 18,446

Exchange Rate Difference 6,311,892

Interest Received 16,801,139

Others 380,529

Total … 23,572,306




Particulars 2011-12

Q COST OF MATERIAL CONSUMED Opening Stock of R.M.and Pkg. Material 593,667,377

Add :- Purchases 4,080,855,877

Less : Purchase Returns and Rounding Off –

Opening Stock + Net Purchases 4,674,523,254

Less :Closing Stock of R.M.and Pkg. Materials 977,652,682

Raw Material Consumed in Mfg 3,696,870,572

Total Consumption of Materials 3,696,870,572

PURCHASE OF TRADED GOODS

Purchase trading 2,600,598

(Amount in `)

S MANUFACTURING EXPENSES Coal,Fuel & Oil 38,532,701

Consumable 5,747,631

Electricity Expenses 7,300,974

Factory Expenses 3,821,136

Freight, Transport, Coolie and Cartage 2,064,102

Import Clearing & Forwarding Expenses 6,086,549

Labour & Hamali Expenses 12,596,052

Loading & Unloading Expenses 212,330

M.P.C.B. Expenses 10,000

Packing & Forwarding Expenses 50,251

Product Development Expenses 3,532,720

Repairs & Maintenance Expenses - Factory & Plant 5,271,527

Research & Development Expenses 2,976,599

Security Expenses 1,800,917

Stores,Spares & Hardware 3,256,546

Water Expenses 879,328

Total … 94,139,363

R INCREASE / ( DECREASE) IN STOCKS Closing Stock :

...Finished Goods -Mfg 206,804,739

...Work in Progress 190,710,056

...Trading

Closing Stock - Total 397,514,795

Opening Stock :

...Finished Goods -Mfg 98,371,199

...Work in Progress 131,657,735

...Trading 33,941

Opening Stock -Total 230,062,875

Increase / (Decrease) in Stock of FG & WIP 167,451,920


Particulars 2011-12

T PERSONNEL COST Insurance Expenses 144,337

Employers Contribution & Administration Expenses to PF 1,177,507

Gratuity Provision 483,404

Leave Encashment 79,620

Salaries,Wages & Bonus 51,585,844

Staff Welfare Expenses 2,947,762

Total … 56,418,474

(Amount in `)

U ADMINISTRATION EXPENSES Audit Fees 517,600

Books & Periodicals 39,234

Commission & Brokerage Expenses 920,080

Computer Expenses 102,920

Conference & Meeting 322,019

Conveyance Expenses 269,837

Courier Expenses 331,543

Donations 44,704

Electricity Expenses 487,030

Exchange Rate Difference 13,234

Gardening Expenses 17,575

Insurance Expenses 2,855,240

Licence Fees 2,290,086

Membership & Subscription Fees 212,285

Mobile Expenses 895,836

Office Expenses 824,095

Printing & Stationary Expenses 4,729,678

Profession Tax Company 2,500

Professional Fees / Charges 24,280,298

Rates & Taxes 269,167

Rent 1,789,857

ROC Expenses and Franking Charges 1,415,935

Security Expenses 492,166

Software Expenses 97,086

Tax Expenses 55,000

Telecommunication & Internet 1,579,331

Vehicle Expenses & Repairs 1,151,121

Vehicle Hire Expenses 918,157

Website Development Expenses 76,169

Directors Sitting Fees 250,000

Total … 47,249,783




Particulars 2011-12

V SELLING EXPENSES Advertisement Expenses 1,214,908

Bank Charges-International trade 373,479

Business Promotion & Marketing Expenses 1,446,963

Exhibition Expenses 2,600,849

Export Clearing & Forwarding Expenses 2,204,536

Travelling,Boarding & Lodging Expenses 8,302,663

Total … 16,143,398

(Amount in `)

W FINANCE CHARGES Interest - on Term Loan & Cash Credit 196,152,912

Interest - Others 75,001,475

Processing & Other Charges 19,368,564

Total …. 290,522,951

X SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS1. Principles of consolidation

Investments in Consolidated Financial Statements are accounted in accordance with accounting principles as defined in AS 21 “

Consolidated Financial Statements ‘’ notified by the companies (Accounting Standard) Rules, 2006. The Consolidated Financial

Statements are prepared on the following basis:

i. Subsidiary companies are consolidated on a line by line basis by adding together the book values of like items of assets,

liabilities, income and expenses after eliminating all significant intra-group balances and intra-group transactions and also

unrealized profits or losses, except where cost cannot be recovered.

ii. The excess of cost to the company of its investment in the subsidiary over its share of equity of the subsidiary as on the

dates of investment in the subsidiary are made is recognized as “Goodwill” being an asset in the consolidated statements.

Alternatively where the share of equity in the subsidiary company as on the date of investment is in excess of cost of

investment of the company ,it is recognized as “Capital Reserve ” and shown under the head “Reserves and Surplus” in the

consolidated financial statements.

iii. Minorities interest in net profits of the consolidated subsidiary for the year is identified and adjusted against the income in

order to arrive at the net income attributable to the Shareholders of the Company. Their share of net assets is identified and

presented in the Consolidated Balance Sheet separately. Where accumulated losses attributable to the minorities are in

excess of their equity in the absence of contractual obligation on the minorities, the same is accounted for by the Company.

iv. As far as possible the consolidated Financial Statements are prepared using uniform accounting policies for like transactions

and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s

stand alone financial statements.

v. The financial statements of the entities used for the purpose of consolidation are drawn up to same reporting dated as that

of the Company i.e. year ended March 31, 2012.

vi. As per Accounting Standard Interpretation (ASI – 15) on Notes to the Consolidated Financial Statements, only the notes

involving items which are material need to be disclosed. Materiality for this purpose is assessed in relation to the

information contained in the Consolidated Financial Statements. Further, additional statutory information disclosed in

separate financial statements of the subsidiary and/or parent having no bearing on the true and fair view of the

Consolidated Financial Statements need not be disclosed in the Consolidated Financial Statements.

vii. Since this is the first year of Consolidation of the company, the Consolidated Cash Flow Statement for the year is not

prepared as there are no comparable previous year figures.



The Consolidated Financial Statements as at and for the year ended on March 31, 2012 include the financial statements of

the following entity:

2. Significant Accounting Policies:a. Basis of Accounting:-

he Financial Statements of the Company are prepared under historical cost convention and on accrual basis and inaccordance with the Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and the relevantprovisions of the Companies Act 1956. Accounting policies, not specifically referred to hereunder is otherwise consistentwith generally accepted accounting polices [“GAAP”].

b. Fixed Assets:-Fixed Assets are stated at cost of acquisition inclusive of non refundable duties and taxes, freight and incidental expenses,if any. Advances paid towards acquisition/construction of fixed assets outstanding at each balance sheet date and cost offixed assets not ready for their intended use before such date are disclosed under capital work in progress.

c. Depreciation:-Depreciation on Fixed Assets is provided on Straight Line Method at the rates specified in schedule XIV of the CompaniesAct, 1956.Depreciation on additions made to fixed assets during the year is provided on pro-rata basis.

d. Valuation of Inventories:-i. Raw Materials are valued at cost or net, realisable value whichever is lower. Cost is determined by using the First In First

out (FIFO) method.

ii. Semi Finished Goods (Work in progress) are valued at cost.

iii. Finished Goods:Manufactured goods are valued at cost or net realisable value whichever is lower. Cost is determined by using the FirstIn First out (FIFO) method. Cost includes cost of raw materials used and all the related overhead expenses.

Traded Goods are valued at cost or net realisable value whichever is lower. Cost is determined by using the First in Firstout (FIFO) method.

e. Revenue Recognition:-The Company follows the mercantile system of accounting and hence Revenue is recognized by the company on accrualbasis.

f. Pre-Operative Expenditure & IPO Expenses :-Pre-Operative expenses of the Company have been fully written off in the year of commencement of commercialoperations. IPO issue expenses have been set off against Share Premium account. The Company was incorporated on 3rdJanuary, 2006 and commenced Commercial operations on 25th September, 2007.

g. Accounting for Foreign Exchange Transaction:-In accordance with Companies (Accounting Standards) Rules, 2006 the transaction in foreign exchange are accounted for atthe exchange rates prevailing at the date of the transaction. In respect of the Assets and Liabilities remaining unsettled atthe Balance sheet date are translated at the closing rate. Exchange differences that arise on settlement of monetary itemsor on reporting at each balance sheet date are recognized as income or expense in the period in which they arise.

Where the company uses derivative financial instruments such as forward contracts to hedge its risk associated againstforeign currency fluctuations, the Gain or loss on restatement of such contracts outstanding at the balance sheet date arerecognized in the profit and loss account for the year in which it occurs. The premium or discount arising at the inception offorward contracts is amortized through the profit and loss account over the period of the contract.

h. Taxation:-Tax expenses is the aggregate of current tax and deferred tax charged, as the case may be to the Profit and Loss Account for

Name of Consolidated Entity Country of incorporation Nature of interest Percentage of interest

Eros Pharmachem Pte. Ltd. Singapore Subsidiary 90%



X SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTSthe year in accordance with Companies (Accounting Standards) Rules, 2006 and measured at the tax rate that have beenenacted or substantively enacted by the Balance Sheet date.

I. Current TaxTax on income for the current period is determined on the basis of assessable income computed in accordance with theprovisions of the Income Tax Act, 1961.

II. Deferred TaxDeferred income taxes are recognized for the future tax consequences attributable to timing difference between thefinancial statements and determination of income for their recognition for tax purposes. The effect on deferred taxliabilities of a charge in tax rates is recognized in income using the rates and tax laws that have been enacted orsubstantively enacted as on the Balance Sheet date. Deferred tax assets are recognized and carried forward to theextent there is reasonable certainty that sufficient future taxable income will be available against which deferred taxassets can be realized.

i. Contingent Liability:-Contingent liabilities, if any, are disclosed in the Notes to Accounts. Provisions have been made in the accounts in respectof those contingencies which are likely to materialize into liabilities after the year end till the finalization of accounts andhave a material effect on the position stated in the Balance Sheet.

j. Borrowing Cost:- Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized aspart of cost of such asset till such time as the asset is ready for its intended use. All other borrowing costs are expensed inthe period in which they are incurred.

3. Notes on Accounts:3.1 Fixed assets / Capital Work-in-progress:-

The company is undertaking capital expenditure program at its Mahad and Pune Plants, Further in order to acquire Fixedassets of Apex drugs & Intermediates Limited Hyderabad, advance payment was partially made by issue of 13,10,484 equityshares of ` 10 each at a premium of ` 486 per share aggregating to ` 6500 lacs. Further an advance of ` 6500 lacs was madein cheque. The same is included in capital WIP. The Capital WIP on this count stands at ` 14423.83 lacs as on 31st March2012.

3.2 Investments:-Long Term Investments are stated at cost less provision, if any, for diminution which is other than temporary in nature.Current investments are valued at lower of cost and net realisable value.

3.4 Research & Development:-The costs are expensed when incurred. Capital expenditure when incurred for acquisition or construction of equipment andfacilities for R&D and having alternate future uses will be capitalized under Plants and Machinery. The breakup of Assetspertaining to R&D and included in Fixed Assets is as follows – Equipments `1050.78 lacs. Building ` 1061.66 lacs. TheRevenue expenditure on R&D is as follows :- R&D Expense ` 29.77 lacs; Product development ` 35.33 lacs ; Salary of R&Dpersonnel ` 21.88 lacs. Revenue generated on account of R&D efforts ` 224.57 lacs. Same is included in Sales

3.5 Share Capital:-The paid up share capital of the company has increased from ` 757.67 Lacs to ` 1,388.72 Lacs .The company issued of 50Lac equity shares of ` 10 each at a premium of `.224 per share to the public in May 2011 aggregating to ` 11700 Lacs. Thesum of ` 11,200 Lacs has been credited to share premium account. Also the company issued 1310484 equity shares of `10 each at a premium of ` 486 per share to Apex Drugs & Intermediates Hyderabad for consideration other than cash inMarch 2012 aggregating to ` 6500 Lacs. The sum of ` 6368.95Lacs has been credited to share premium account

3.6 No commission on profits is paid at any time during the year to any of the directors of the Company.



3.8 Cenvat:-

No cenvat credit is availed in respect of finished goods manufactured and sold by the company which are exempt or free

of Central Excise .Consequently duty paid on these inputs is expensed during the year. Where finished goods manufactured

and sold by the company are excisable, cenvat credit is availed on inputs used in the manufacture of such excisable goods.

Particulars 2011-123.7 Auditor’s Remuneration:-

Audit Fees - Statutory Audit & Income Tax Audit 3.68

VAT Audit 1.00

Cost Audit 0.50

(` in Lacs)



Particulars 2011-123.9 C.I.F. Value of Imports:-

Raw Material 676.87Capital Goods NIL

(` in Lacs)

Particulars 2011-123.11 Earnings in Foreign exchange:-

FOB Value of goods exported 4,020.11

(` in Lacs)

Particulars 2011-123.10 Expenditure in Foreign Currency:-

Travel 9.61 Exhibition 26.01Product Development 10.00Research and Development 3.07Licence/Registration Fees –Lodging & Boarding 6.64

(` in Lacs)

Particulars 2011-123.14 Earnings per Share:-

Profit Attributable to Equity Shareholders (` in Lacs) 4098.84Weighted No. of Equity Shares 1,19,21,590Nominal Value of Equity Shares (`) 10Basic Earnings per Share (`) 34.38

3.12 Micro Small & Medium Enterprises Development Act 2006. {MSMED Act 2006}:-

The company is outside the purview of MSMED Act 2006 as the investment in Plant & Machinery is greater than 10 crores

as at the end of the year.

3.13 The previous year figures have been recast / regrouped whenever necessary in order to confirm to current years

presentation.

Particulars 2011-123.15 Remuneration to Directors:-

Salary including P.F. Contribution 114.42Sitting Fees 2.50

(` in Lacs)

PROXY FORMNo. of Shares held ___________________________

Regd. Folio No. ________________________ DP ID No./Client ID No. ___________________________________

(Name in BLOCK LETTERS) ___________________________________________________________________________________________

I / We ________________________________________________ of _________________________________________________________

being a Member / Members of the above named Company, hereby appoint _________________________________________

of ________________________________________________________________________________________ or failing him/her

_________________________________________ of ___________________________ as my / our proxy to attend and vote for me / us

and on my / our behalf at the 6th ANNUAL GENERAL MEETING of AANJANEYA LIFECARE LIMITED to be held at Acres Club,

411-B, Hemu Kalani Marg, Sindhi Society, Chembur, Mumbai: 400071 on Monday, September 10, 2012 at 11.00 A.M. or at any

adjournment thereof.

As witness my hand/our hands this _______________________ day of __________________, 2012

Signature _____________________________________________

Signed by the said _____________________________________

NOTE :The Proxy must be returned so as to reach the Company’s Registrar and Share Transfer Agent M/s. Link Intime India Private Limited

not less than 48 hours before the time for holding the aforesaid meeting. The proxy need not be a member of the Company.

AffixRe.1/-

RevenueStamp

ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall.

No. of Shares held ___________________________

Regd. Folio No. ________________________ DP ID No./Client ID No. ___________________________________

(Name in BLOCK LETTERS) __________________________________________________________________________________________

I / We hereby record my/our presence at the 6th ANNUAL GENERAL MEETING of AANJANEYA LIFECARE LIMITED to be held at Acres

Club, 411-B, Hemu Kalani Marg, Sindhi Society, Chembur, Mumbai: 400071 on Monday, September 10, 2012 at 11.00 A.M.

______________________________

Member’s / Proxy’s Signature

NOTES :

1. Member’s / Proxy holders are requested to bring their copy of the Annual Report with them at the meeting.



Documents

BOOK- POST GROWTH IS LIMITED… ONLY BY YOUR Aanjaneya ... · A PRODUCT [email protected] Cautionary statement In this annual report we have disclosed forward-looking information