Balance Sheet 2011-12 cdr-13 · STRENGTHENING OURSELVES FOR TOMORROW 3 N O T I C E NOTICE is hereby given that the 28th Annual General Meeting of the members of Parenteral Drugs (India)

CONTENT

Company Information

Notice of Annual General Meeting

Directors' Report

Management Discussion and Analysis Report

Report on Corporate Governance

Auditors' Certificate on Corporate Governance

Certificate from CEO

Auditors' Report

Balance Sheet

Profit and Loss Statement

Cash Flow Statement

Notes to Financial Statement

Statement of Subsidiary Companies

Auditors' Report on Consolidated Financial Statements

Consolidated Balance Sheet

Consolidated Profit & Loss Statement

Consolidated Cash Flow Statement

Notes to Consolidated Financial Statement

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71Attendance Slip & Proxy Form

th28 ANNUAL REPORT 2011-2012

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Board of Directors

Mr. Manoharlal GuptaChairman-Cum-Managing Director

Mr. Vinod Kumar GuptaManaging Director

Mr. Govind Das GargWhole-time Director

Mr. Anil MittalWhole-time Director & Chief Executive

Mr. Satish Chandra ConsulIndependent Director

Mr. Dharam Pal KhannaIndependent Director

Mr. Dilip Kumar PanchaityIndependent Director

Mr. Dilip Kumar SinhaIndependent Director

Madhya PradeshVillage Asrawad,Post Dudhia, Nemawar Road,Indore- 452 016

Himachal PradeshVillage Bhud,Tehsil Nalagarh,Dist Solan- 173 205

Executive Directors

Non-Executive Directors

Company Information

340, Laxmi Plaza, Laxmi Industrial Estate,New Link Road, Andheri (West),Mumbai-400 053 (Maharashtra)e-mail: [email protected]: www.pdindia.com

Shree Ganesh Chambers,Navlakha Crossing, A. B. Road,Indore-452 001 (Madhya Pradesh)e-mail: [email protected]

M/s. T.N.Unni & Co.Chartered Accountants,402, Alankar Point, Geeta Bhawan Square,Indore-452 001 (M.P.)

State Bank of IndiaPunjab National Bank

Link Intime India Pvt. Ltd.C-13, Kantilal Maganlal Estate,Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West), Mumbai - 400 078Tel No: 022 - 25946970Fax No: 022 - 25946969Email : [email protected]

Auditors

Bankers

Registered Office

Corporate Office & Investors Grievances Centre

Registrar And Share Transfer Agent

Ms. Archna AgarCompany Secretary & Compliance Officer

Manufacturing Locations

STRENGTHENING OURSELVES FOR TOMORROW

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N O T I C EthNOTICE is hereby given that the 28 Annual General Meeting of the members of Parenteral Drugs (India) Limited

thwill be held on Saturday, the 29 day of September, 2012, at 9.30 a.m. at The Classique Club, Behind Infinity Mall, Link Road, Oshiwara, Andheri (West), Mumbai- 400 053, Maharashtra to transact the following business:-

ORDINARY BUSINESSst1. To consider, approve and adopt the Balance Sheet of the Company as on 31 March, 2012, and Profit and Loss

Account for the year ended on that date and the report of the Statutory Auditors' and the Directors' thereon.

2. To re-appoint Mr. Satish Chandra Consul who retires by rotation and being eligible offers himself for re-appointment.

3. To re-appoint Mr. Dilip Kumar Panchaity who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint the Statutory Auditors of the Company and to fix their remuneration. The retiring Auditors of the Company M/s. T.N. Unni & Co., Chartered Accountants, Indore, is eligible for re-appointment.

SPECIAL BUSINESSITEM NO.5

AUTHORITY TO THE BOARD TO CREATE CHARGE OVER THE ASSETS OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in terms of provisions of Section 293(1)(a) of the Companies Act, 1956 approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company to create such mortgages and charges in addition to the existing mortgages and charges already created or to be created by the Company, as the Board may decide, on the assets of the Company, whether movable or immovable, both present and future, in favour of State Bank of India and Punjab National Bank, the Bankers of the Company to secure various financial facilities extended by them to the Company to the tune of Rs. 361.00 crores (Rupees three hundred and sixty one crores );

RESOLVED FURTHER THAT all moneys already borrowed within the aforesaid limit and charges already created and satisfied and other steps taken in respect of the financial facilities availed by the Company during the financial year from the above Bankers and also from any other bank or financial institution and the documents executed by the Board of Directors of the Company in respect of the said financial facilities be and are hereby ratified and confirmed.”

Place: Indore thDate: 16 August, 2012

BY ORDER OF THE BOARDVinod Kumar GuptaManaging Director

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N O T E S

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The relevant Explanatory Statement pursuant to section 173(2)of the Companies Act, 1956, setting out material facts relating to the business at Item No. 5 of the notice as set out in the notice above is annexed hereto.

3. Members holding shares in physical form are requested to forward applications for transfer and all other share related correspondence (including intimation for change in address) to the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited, C-13, Kantilal Maganlal Estate, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai-400 078.

4. The members are requested to:a) Intimate to the registrar/ Company, changes if any at in their registered address at an early date along with

the PIN code. b) Quote registered folio/client ID and DP ID in all their correspondence.

5. Members holding shares in dematerialized form (electronic form) are requested to intimate any change in their address, bank mandate etc., directly to their respective depository participants.

th 6. The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, 26thSeptember, 2012 to Saturday, 29 September, 2012 (both days inclusive).

7. Corporate members are requested to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the meeting.

8. Shareholders seeking any information or have Queries with regard to: a) Accounts and operations of the company. b) Annual Report of the Company.

are requested to write to the Company at an early date so that the information and answers can be kept ready.

9. Members/ proxies should fill in the attendance slip for attending the meeting and bring their attendance slip along with their copy of Annual Report to the meeting.

10. Members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

11. In terms of section 205A and 205C of the Companies Act, 1956, any member who has not claimed his/her dividend is requested to write to the Registrar and Share Transfer Agents and any dividend remaining unpaid for a period of 7 years from the due date of payment is required to be transferred to Investor Education and Protection Fund.

12. PDIL is concerned about the environment and utilizes natural resources in a sustainable way. Company has decided to e-mail Annual Report through electronic mode to all the shareholders whose e-mail addresses have been registered/updated in the records of Company/ Registrar/ Depositories pursuant to the 'Green Initiative in Corporate Governance' initiated by the Ministry of Corporate Affairs, Government of India vide its Circular Nos. 17/2011 and 18/2011 dated 21.04.2011, 29.04.2011 and 27.12.2011 respectively. The members who have not registered / updated their e-mail addresses so far, are requested to register/ update their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold their shares in physical form and who are desirous of receiving the communication/ documents in electronic form are requested to promptly register their e-mail addresses with the Registrar or with the Company.

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13 A member may avail the facility of nomination by nominating in the prescribed “Nomination Form”, a person to whom his/her shares in the Company shall vest in the event of his/her death.

14. Re-appointment of Director: At the ensuing Meeting, Mr. Satish Chandra Consul and Mr. Dilip Kumar Panchaity, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment. The details pertaining to Mr. Satish Chandra Consul and Mr. Dilip Kumar Panchaity are required to be provided pursuant to the requirement of clause 49 of the Listing Agreement are furnished in the statement on Corporate Governance forming part of Annual Report.

EXPLANATORY STATEMENT

The following Explanatory Statement set out all material facts relating to the business mentioned under Item No. 5 in terms of provisions of Section 173 (2) of the Companies Act, 1956:

Item No.5

The Bankers of the Company, State Bank of India and Punjab National Bank (hereinafter collectively referred to as 'the Bankers of the Company') have sanctioned various financial facilities to the Company to the tune of Rs. 361.00 crores (Rupees three hundred and sixty one crores) to meet various financial requirements of the Company for its business purposes, in respect of which necessary security and charge documents have already been executed in favour of the lenders.

In terms of provisions of Section 293(1)(a) of the Companies Act, 1956 approval of the members of the Company is sought to ratify the security so created and/or to be created by the Company in future in favour of the Bankers of the Company, by way of passing the proposed resolution as an ordinary resolution. The Board recommends passing of the resolution.

None of the Directors of the Company is interested in the resolution.

Place: Indore thDate: 16 August, 2012

BY ORDER OF THE BOARDVinod Kumar GuptaManaging Director

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GSTRENGTHENING OURSELVES FOR TOMORROW

D I R E C TO R S ' R E P O R TTo The Members M/s. Parenteral Drugs (India) Limited

Dear Shareholders

thYour Directors present the 28 Annual Report on your Company's business and operations along with the standalone stand consolidated summary of financial statements for the year ended 31 March, 2012.

RESULT OF OPERATIONSA summarized statement of the financial results of the current year and that of the previous year is given below:

FINANCIAL PERFORMANCE

The consolidated turnover for the year was Rs. 332.94 crores as compared to Rs 482.81 crores in the previous year. The turnover on standalone basis stood Rs. 222.83 crores as against Rs. 378.92 crores in the previous year.

On a consolidated basis, your Company earned profit before interest and depreciation of Rs. 14.35 crores during the year as against profit before interest and depreciation of Rs. 50.37 crores in the previous year and incurred loss before tax of Rs. 48.52 crores as against the profit before tax of Rs. 9.25 crores during the previous year. On a standalone basis, your Company earned profit before interest and deprecation of Rs. 8.83 crores during the year as against Rs. 45.17crores in the previous year and incurred loss before tax of Rs. 43.20 crores as against profit before tax of Rs. 11.72 crores during the previous year. The reduction in profitability is due to adverse market conditions.

A review of the performance during the year is given under the section Management Discussion and Analysis Report which forms part of the Annual Report.

(Rs. in Lacs)

Particulars Standalone Consolidated

F.Y. 11-12 F.Y. 10-11 F.Y. 11-12 F.Y. 10-11

Sales and Other Income 22283.73 37892.83 33294.91 48281.65

Profit before Interest, Depreciation & Tax 883.27 4517.29 1435.47 5037.04

Less:

Interest and Financial outlay 3919.00 2250.86 4840.64 2855.02

Depreciation 1284.42 1093.54 1446.77 1256.95

Provision for Taxation - 235.02 25.85 351.75

Deferred tax Liability 461.43 66.37 458.50 72.61

Net Profit after Tax (4781.59) 871.50 (5336.31) 500.71

Balance brought forward from previous year 5815.71 4944.21 5753.73 5311.70

Surplus Available for Appropriation 1034.12 5815.71 417.42 5812.40

Appropriation:

Transferred to General Reserve - - -

Proposed Dividend - - -

Tax on Distributed Profit - - -

Minority Interest - - 1.50 58.67

Balance carried to Balance Sheet 1034.12 5815.71 415.91 5753.73

Earning per share (EPS of Face Value of Rs. 10/ -)

(18.49) 3.37 (20.64) 1.71

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FINANCIAL FACILITIES During the year under review, the Company has repaid the term loan installments of Rs. 13.92 crores and Fresh Term loan/ Corporate Loan of Rs. 45.00 crores were availed during the year. The total outstanding fund based and non-fund based borrowings of Rs. 257.12 crores from the State Bank of India and Rs. 36.65 crores from the Punjab National Bank.

SUBSIDIARY COMPANIES

The lead banker of the Company State Bank of India (SBI) had filed “Flash Report” with Corporate Debt Restructuring (CDR) Cell which is been duly accepted by the CDR cell on 25th June, 2012. The final proposal of restructuring shall be shortly submitted by SBI to the CDR cell for their approval.

All the subsidiary companies are non-material and non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement with the Stock Exchange(s).

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIVIDENDAs the financial year 2011-12, the company has excess of expenditure over income for the first time, no dividend could be recommended by the Board.

DIRECTORSIn accordance with the provisions of the Companies Act, 1956, and provisions contained in the Articles of Association of the Company, Mr. Satish Chandra Consul and Mr. Dilip Kumar Panchaity, Directors of the Company are retiring at the forthcoming Annual General Meeting and they are eligible for re-appointment. The Board recommends their re-appointment.

As required under the Listing Agreement, particular of directors seeking reappointment at the ensuing Annual General Meeting has been given under the Corporate Governance Report.

CDR PROPOSAL

REPORT ON CORPORATE GOVERNANCEThe Company is adhering to good Corporate Governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of the Annual Report along with Certificate from auditors confirming compliance with the conditions of Corporate Governance. The declaration by the Managing Director addressed to the members of the Company pursuant to clause 49 of the Listing Agreement regarding adherence of the code of conduct by the members of the Board and by the senior management personnel of the Company is also attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTManagement Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

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AUDITORS M/s. T.N. Unni & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act,1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.

AUDITORS' REPORTThe Notes on Accounts referred to in the Auditors' Report are self explanatory and do not call for any further comments.

COST AUDIT

In line with the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to its product every year. During the year, M/S. K.G. Goyal & Co.,

thCost Accountants, resigned w.e.f. 5 November, 2011 and M/S. A. Goyal & Co., Cost Accountants, has been appointed in place of previous cost auditor for the financial year 2011-12.

The Company has reappointed M/s. A. Goyal & Co., Cost Accountants, to audit the cost accounts relating to its products for the financial year 2012-13. A Certificate from the Cost Auditors has been received to the effect that their re-appointment would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of section 226 of the said Act.

SAFETY, HEALTH AND ENVIRONMENT

Occupational health, safety and environment management is given utmost importance. Your Company is committed to the safety of employees, processes and all stakeholders involved directly or indirectly with our activities. Your company has taken various steps to promote safety, health and pollution control.

HUMAN RESOURCE

The Human Resource (“HR”) function has over the years fully developed its capabilities and set up a scalable recruitment and Human Resource Management process, which enables us to attract and retain higher caliber employees. HR has played a critical role in supporting the business goals during the various changes in the sector as well as in the Company. Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. The Company regularly conducts various programmes at different levels so as to ensure that a vibrant and motivated work-force leads to achievement of the defined goals. Employee relations continued to be harmonious and cordial at all levels and in all the units of the Company.

INSURANCE

All the assets of your company including buildings, machineries, fixtures and other fixed assets, stocks, raw-materials, work in progress, finished goods etc. have been adequately insured.

FIXED DEPOSITThe Company has not accepted any public deposits and therefore, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

UNCLAIMED DIVIDENDThe amount transferred by the Company in separate bank accounts towards payment to the shareholders is lying unclaimed in some cases. The shareholders, who have not claimed their dividend up till now, are requested to immediately approach the Registrar and Share Transfer Agent of the Company for claiming their dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOParticulars pertaining to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure 'A' forming part of this report.

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PARTICULARS OF EMPLOYEES During the year under review, none of the employees of the Company was in receipt of remuneration under section 217(2A) of the Companies Act, 1956.

LISTINGThe shares of the Company continue to be listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

The annual listing fee for the year 2012-2013 has been paid to these Exchange(s).

DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to the directors' responsibility Statement, it is hereby confirmed that:

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

ii) They have in selection of the accounting policies, consulted with the statutory auditors and applied these policies consistently, making judgments and estimates that are reasonable and prudent, so as to give a true and fair view of

st st the state of affairs of the Company as on 31 March, 2012 and of the profit of the Company for the year ended 31March, 2012;

iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for wholehearted support received from all stakeholders, customers and the various departments of Government, financial institutions and bankers of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company. The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance.

FOR AND ON BEHALF OF THE BOARDManoharlal Gupta

Chairman-cum-Managing Director Place: Indore

thDate: 16 August, 2012

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ANNEXURE TO THE DIRECTORS' REPORT

Particulars Required Under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

DISCLOSURE OF PARTICULARS WITH RESPECT TO THE CONSERVATION OF ENERGY:

F O R M “A”

B. CONSUMPTION PER UNIT OF PRODUCTION:It is not feasible to classify energy consumption data of formulations on the basis of product categories, since the Company manufactures a large range of formulations with different energy requirements.

F O R M “ B ”

(A) RESEARCH AND DEVELOPMENT

1. Specific areas in which Research and Development carried out by the Company:

The Company continued to invest across the R & D value chain and sharpened its focus on strengthening every aspect of its research programs. The Company has created many differentiated and quality products, be it the advanced markets or emerging markets. In the process, PDIL is developing new dosage formulations and applying new technologies for better processes. The Company is committed to develop innovative technologies and to create a knowledge base in development of drug delivery systems.

Following are some specific areas in which R&D is carried out:

i) New products/process development.ii) Quality enhancements achieve prescribed standards.iii) Improvement in technology.iv) Development and evaluation of alternative raw materials.

Sr.No. Particulars Current Year 31.03.2012

Previous Year 31.03.2011

A. Power And Fuel Consumption

1. Electricity (a) Purchased Units (in Lacs) 97.55 116.68 Total Amount (Rs.in Lacs) 530.23 561.74 Rate/ Unit 5.44 4.81 (b) Own Generation

Through diesel/ LDO generator Units (In Lacs) 3.16 4.66 Units per Litre of diesel / LDO Oil 3.37 3.41 Total Cost (Rs. In Lacs) 36.69 50.42 Cost/Unit (Rs.) 11.62 10.81

(Rs.in Lacs)

2. Petro Coke Quantity (tones) 2754.83 5312.67 Total Cost (Rs. In lacs) 251.26 492.58

Average Rate (Rs.) 9.12 9.27

3. Furnace Oil Quantity (Litres) - 28331.00

Amount (Rs. In lacs) - 8.28 Average rate - 29.23

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2. Benefits arrived as a result of above Research & Development:

i) Development of new products.ii) Modification of existing manufacturing processes to achieve savings in cost of production.iii) Modification of existing manufacturing processes to reduce the time cycle. iv) Improvement in technology has resulted in minimization of environmental hazards.

3. Future Plan of Action:

i) Commercialization of new products for which the products are under trials at development stage. Several new products have been identified after a thorough study of the market and the processes to manufacture these products will be developed in the R&D lab.

ii) Continue augmenting R&D and productivity through technological innovation, use of modern scientific and technological techniques, training and development, benchmarking and global networking.

iii) Several new products have been identified after a thorough study of market and the processes to manufacture these products.

4. Expenditure on R&D

a) Capital: Nilb) Recurring : Borne by the Company on regular basis.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO The company is always exploring the possibilities of increasing its export in the existing and newly developed export market.

Foreign Exchange earnings and outgo for the year 2011-12 are as follows:

(Rs.in Lacs)

Particulars Current Year Previous Year

Foreign Exchange Earnings 1429.20

Foreign Exchange Outgo 2481.08

901.99

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian pharmaceutical industry currently tops the chart amongst India's science based industries with wide ranging capabilities in the complex field of drug manufacture and technology. A highly organized sector, the Indian pharmaceutical industry is estimated to be worth $4.5billion, growing at about 8 to 9 percent annually. It ranks very high amongst all the third world countries, in terms of technology, quality and the vast range of medicines that are manufactured.

The Indian pharmaceutical sector is fragmented with more than 20000 registered users. It has expanded drastically in the last two decades. The Pharmaceuticals and Chemicals in India is an extremely fragmented market with severe price competition and government price control. The pharmaceutical industry in India meets around 70% of the country's demand for bulk drugs, drug intermediates, pharmaceutical formulations, tablets, capsules, orals and injectibles. There are approximately 250 large units and about 8000 small scale units, which form the core of the pharmaceutical industry in India.

India based pharmaceutical companies are not only catering to the domestic market and fulfilling the country's demands, they are also exporting to around 220 countries. They are exporting high quality, low cost drugs to countries such as the U.S., Kenya, Malaysia, Nigeria, Russia, Singapore, South Africa, Ukraine, Vietnam and more. Currently, the U.S is the biggest customer and accounts for 22 percent of the sector's exports, while Africa accounts for 16 percent and the Commonwealth of Independent States (CIS) places around eight percent of orders, as per Research and Market report.

CURRENT SCENARIO:-

India's pharmaceutical market grew at 15.7 percent during December 2011.Globally India ranks third in terms of manufacturing pharma products by volume. The Indian pharmaceutical market is expected to grow at a rate of 9.5% till 2015.The Indian pharmaceutical market is expected to touch US$ 11 billion. The market has further potential to reach US$ 70 billon by 2020 in an aggressive growth scenario.

Moreover, the increasing population of the higher-income group in the country will open a potential US$ 8 billion market for multinational companies selling costly drugs by 2015. Besides, the domestic pharma market is estimated to touch US$20 billion by 2015, making India a lucrative destination for clinical trials for global giants. Further estimates the healthcare market in India to reach US$ 31.59 billion by 2020.

ROAD AHEAD AND CHALLENGES

The Indian pharmaceutical market is highly competitive and remains dominated by low priced, domestically-produced generics. Despite having the second largest population in the world and a growing middle class with high health expectations India accounts for less than 2% of the world economies, spending on pharmaceuticals accounts for less than 1% of GDP and average per capita spending remains one of the lowest levels in the region.

India's biopharmaceutical sector is currently experiencing double digit growth and this is expected to continue, driven by the vaccines market. Growth drivers include education and increased awareness of disease prevention, increases in disposable incomes and government participation in immunization programmes. Continued growth is also expected in the diagnostic and therapeutic segments, including cancer and diabetes. India is already known as the diabetes capital of the world and the number of diabetes patients in India is expected to grow to 70 million by 2025. Cancer therapies are also lucrative for many Indian companies due to high unmet need, increased awareness and the comparative affordability of domestically produced drugs.

The Indian pharmaceutical industry is responsible for around 10% of world pharmaceutical production. Over the past few years a number of Indian pharmaceutical companies have been targeted for foreign acquisition and so concerns have been raised that this trend could adversely affect generic drug prices in India. The Ministry of Health wants safeguards built into the Foreign Direct Investment process amid fears that continued foreign acquisitions will adversely affect the domestic industry and push prices up, thereby potentially undermining the government's efforts to make generic drugs affordable .This could lead to essential medicines becoming more expensive and adversely affecting public health programmes.

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Major Challenges Facing Larger Pharmaceutical Companies:

One of the most obvious trends in the pharmaceutical industry over the last fifteen years has been consolidation via mergers and acquisitions. Deals involving major pharmaceutical companies have grown in size, and have created a new class of big companies. Pharmaceutical companies had undertaken these deals for strengthening pipelines, gaining economies of scale, and improving R&D efficiency. However, the unprecedented size of these companies has created substantial management challenges and organizational complexities. Following are some major challenges faced by Pharmaceutical Companies :

Productivity

Price

Pipeline

Serving the undesereved

Intellectual Property

Innovation

PHARMA

The challenges have collided with other problems in global economies to send pharmaceutical companies into an era of increased cost pressures and lowered market valuations. Margin and earning pressures are bringing an increased focus on traditional financial controls and operational efficiencies, in an industry that has historically given them little attention. Topics like purchasing and supply management, IT cost containment, outsourcing and off shoring, and manufacturing cost reductions are becoming increasingly important to senior executives. In the face of these challenges, the pharmaceutical industry needs to innovate and change in terms of product innovations and creative approach to the distribution models and internal organization design.

OUTLOOK: “Indian Pharmaceutical Industry: The Growth Story to Continue….”

India is among the most significant emerging markets for the global pharma industry, given that it will feature among the world's top 10 sales markets by 2020. Currently, it is regarded as one of the fastest-growing pharma industries globally, primarily driven by a large population, evolving patient demographics, increasing health care expenditure, growing urbanization, rising life expectancy, and active private-sector participation. In August 2010, the Government of India announced its plans to set up a $639.56 million venture capital (VC) fund to give impetus to drug discovery and strengthen the country's pharma infrastructure. Both domestic and MNC pharma players are expected to leverage these initiatives to expand their operations in the country.

PHARMA VISION 2020 -“The Pharmacy of Developing World”“Pharma Vision 2020,” aimed at making India one of the leading destinations for end-to-end drug discovery and innovation. It envisages meeting this objective by building top-notch infrastructure for talent and research, encouraging public-private partnership (PPP) models, offering financial incentives to encourage and incubate innovation and shaping a favorable regulatory environment.

� Various researches and studies shows that, from a market size of USD 12.6 Billion in 2009, the Indian pharmaceutical industry will grow to USD 55 Billion by 2020 with the potential to reach USD 70 Billion in an aggressive growth scenario. But in a pessimistic scenario characterized by regulatory and economic slowdown, the market will be depressed and is expected to reach USD 35 Billion.

Following are the implications of the Industry by 2020:

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Pessimistic Base Case AggressiveCase (2020) (2020) Case (2020)

12.6

2009

� Over the next decade India’s Population is expected to increase by 1.3%; the prevalence of diseases such as Diabetes and Cancer will increase by 25% to 40%; GDP will grow at close 8% and innovators will launch 25% of their patented products, resulting in 7 to 9 patented product launched every year.

�Medical Infrastructure will experience dramatic growth over the next decade, with over 200 billion being invested in creating and upgrading medical infrastructure. As a result over 1,60,000 beds will be added every year across different segments of hospitals.

Over the next decade, the market will proliferate, presenting a variety of opportunities. To lead, players must not only participate across multiple opportunity areas but also significantly modify their business models to enable a profitable scaling up.

Pharmaceutical companies have taken note of new opportunities and begun to make meaningful investment in these areas. While there are all steps in the right direction but lot more needs to be done fully capture the potential market. The requirement for leadership has gone up manifold.

Market creating during the next decade will involve collaborating with broadest of partners to enhance diagnosis rate and compliance, thereby changing the very nature of patient funnel.

Organizations need to strengthen their organization by focusing on three priorities:

Firstly, they need to import talent and skill from outside the industry. Second, organizations need to encourage risk taking. Aspiring market leaders will do well to place multiple bets and create a portfolio of opportunities. Third, the top team attention should be focused on longer term business health.

THREATS RISKS AND CONCERNS

“AT PDIL, INSTITUTIONALIZED RISK MANAGEMENT HELPS TRANSFORM BUSINESS UNCERTAINTIES INTO GROWTH OPPORTUNITIES.”

Credit Risk Market RiskOperational

Risk

Global & Enviromnetal

Risk

Economical & Financial Risk

Enery & Associated Risk

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CAGR-17%

CAGR-14.5 %

CAGR-10%

Type of Risks

Credit Risk Management: Credit risk is the risk of not receiving principal or loan payments as promised on loans due to a decline in the credit situation of the debtor. This is seen as one of the most serious risks undertaken within financial operations.

The company has created a set of basic parameters for lending, designed to speed up decision-making in lending decisions and to ensure more rigorous risk management. We also have a system for accurately reflecting in the asset self-assessments the business performance achieved by the borrower and changes in the value of collateral.

Market Risk Management: Market risk refers to fluctuation primarily in earnings caused by interest rate changes, foreign exchange rate fluctuations, and changes in the demand for funds within the financial industry. Assets such as loans and securities and liabilities such as deposits are constantly influenced by such changes.

We manage all assets and liabilities (deposits, loans, securities, and others) comprehensively based on ALM (asset and liability management) to manage market risks.

Operational Risk Management: Administrative risk refers to the risk of losses arising from irregular procedures or employee conduct in business operations, or inappropriate system operation or detrimental external events. The Bank divides such risk up into five categories, administrative risk, system risk, risk to tangible assets, personnel management risk, and compliance (legal) risk. The Bank has also established a management office for each risk category, as well as supervision of overall operational risk measures.

New product risk: New product development and launch involves substantial expenditure, which may not be recovered due to several factors including development uncertainties, increased competition, regulatory delays lower than anticipated price realizations, delay in market launch and marketing failure. The Company manages the risk through careful market research for selection of new products, detailed project planning and monitoring.

Global and Environmental Risks: The company is not immune to changes that the world is undergoing - be it economic, political or otherwise. Owing to global economic melt-down, the company could not achieve the targeted growth levels. As far as practicable and possible, the Company aims to keep itself insulated from these risks by entering into strategic alliances with partners in other countries. In case of such tie-ups, generally speaking, the cost of litigation and the cost of regulatory filings, wherever applicable, would be to the account of the partner. Owing to the global slowdown, the Company has been cautious in its plans for expansion and growth and is carefully evaluating the various business opportunities available to it.

Economic and Financial Risks: The company is operating in an environment where, as of now, financial costs are rising. The company is attempting to reduce the financial costs by contracting new loans at cheaper rates. Wherever possible, attempts are made to enhance the product pricing to cover rising costs. The company has a system of re-cycling the various solvents that it uses to ensure improved productivity and yields, and at the same, cutting costs.

Energy and associated risks: Power shortages and unscheduled power cuts continue to plague the State of Madhya Pradesh, in which the company's major manufacturing facilities are situated. As a result, the company has been forced to go in for its own generation of power, albeit, at a high cost. This has impacted the overheads adversely, further shrinking the already thin margins. This is a risk that the company cannot avoid unless it goes in for its own captive generating stations. At this point of time, this measure seems to be unviable.

Other Risks:

In addition, the Company faces distribution, storage, contamination, counterfeit and risks associated with patents and intellectual property rights. The company is in the process of evolving a strategic mechanism which will enable it to deal with these risks in course of time.

Globally, one of the most important risks that the industry faces is that of compliance to extremely stringent process standards of Good Laboratory Practice (GLP), Good Manufacturing Practice (GMP) and pharma covigilance. The industry is under the vigilance of multiple regulators that impose high standards, which increases efforts on the part of the industry but also builds up trust of its clients.

Based upon our philosophy of stability, integrity, cooperation and partnership with the home region, we are attaching great importance to compliance in our management.

In India, the companies manufacturing and exporting drugs not only need to adhere to the standards imposed by the state FDA(Food And Drug Administration), DCGI (Drugs Controller General of India), but also standards set by the FDA of the countries to which the products are being exported.

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INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Monitoring

Control Activites

Risk Assessment

Control Environment

nfm

n

mm

ui

ato

Ior

atio

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nc

in Inform

tion & Comm

unication

a

“Internal controls and corporate governance systems help company's top leadership to ensure that employees conform to government laws and industry practices when performing task”

Internal control system is a means by which an organization's resources are directed, monitored, and measured. It plays an important role in preventing and detecting fraud and protecting the organization's resources, both physical (e.g., machinery and property) and intangible (e.g. reputation or intellectual property such as trademarks).

Everyone in a company has responsibility for internal control to some extent. Virtually all employees produce information used in the internal control system or take other actions needed to affect control. Also, all personnel are responsible for communicating upward problems in operations, non-compliance with the code of conduct, or other policy violations or illegal actions and each major entity in corporate governance has a particular role to play.

PDIL apply stricter outsourcing standards wherein we physically audit our suppliers and ensure the quality of drug ingredients, and hence improve safety laying stress on quality. Such audits are conducted using adequate detailed written procedures by appropriately trained individuals.

The pharma generic companies will have to monitor the results of adverse impacts and conduct safety studies on any drug they sell and may require additional safety and efficacy testing.

Another key issue is in the area of supply chain management; pharmaceutical industry also suffers from many supply chain ailments including raw material shortages, short product life, quality of the product and seasonal demand.

The mitigation strategy adopted is to have secondary suppliers provide the necessary raw material to meet demand whenever required. For example, the company must have alternate suppliers for the different raw materials.

The Chief Executive Officer (the top manager) of the company has overall responsibility for designing and implementing effective internal control, the chief executive sets the "tone at the top" that affects integrity and ethics and other factors of a positive control environment and the chief executive fulfills this duty by providing leadership and direction to senior managers and reviewing the way they're controlling the business.

The internal auditors and external auditors of the company also measure the effectiveness of internal control through their efforts. They assess whether the controls are properly designed, implemented and working effectively, and make recommendations on how to improve internal control.

“Ultimately, a company's approach to control will depend on the Board's appetite for risk, its attitude and the corporate philosophy”.

HUMAN RESOURCESHuman Resource plays an important role in achieving sustainable competitive advantage and excellence in value creation through engaging and involving its workforce. Individual commitment to a group effort that is what makes a team work a company work, a society work, a civilization work. Company believes in its human capital as one of the important assets. The company aims at attracting, retaining and motivating the best talent to enable a people centric organization.

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HUMAN RESOURCES

Communication

Recuritment

Training & Development

Benefits and Compensation

Record Keeping

Employee Relation

Health Safety & Security

Finding qualified employees can be the most difficult and time-consuming function of HR. Recruitment, the “marketing” function of human resources, requires lots of creativity to find quality candidates that will fit with the organization's culture and remain with the company over time. Recruitment plays an integral part of getting the employee started on the right foot, which is key for increased retention and reduced turnover.

� Training & DevelopmentTraining and Development is a combined role often called Human Resources Development (HRD), meaning the development of “human” resources to remain competitive in the marketplace. Training focuses on doing activities today to enrich current jobs and preparing employees for future roles and responsibilities.

� Benefit and CompensationTotal compensation, the benefits and compensation package that a company provides to employees, is one key piece of the puzzle that affects employee retention. Many components go into this total compensation package that require constant monitoring to ensure competitiveness in the market place and appropriateness for the employee population.

� CommunicationEffective communications ensure that employees are “In the Know” at all times and feel like a part of the “team.”

� Recruitment

� Record KeepingNot only is recordkeeping very critical for tracking pertinent data on employees, there are also legal requirements that must be followed to avoid compliance issues.

� Employee Relation

Positive employee relations can create an environment of trust, productivity and success. Our people are the essential assets of our company because they are the key to our success and competitive edge.

�Health Safety & Security

Today's health and benefit solutions require in-depth knowledge of global and local markets that can be leveraged by access to innovative solutions, support for legislative compliance and an efficient operating platform.

CAUTIONARY STATEMENT

Certain statements in the Management Discussion & Analysis Report detailing the Company's objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. These statements being based on certain assumptions and expectation of future event, actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting domestic demand supply conditions, finished goods prices, changes in Government Regulations and Tax regime etc. The Company assumes no responsibility to publically amend, modify or revise any forward looking statements on the basis of subsequent developments, information or events.

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I. Company Philosophy on Code of Corporate Governance

REPORT ON CORPORATE GOVERNANCE

PDIL has been one of the front-runners to have put in place a formalized system of Corporate Governance. It is about “intellectual honesty” and not just sticking to rules and regulations.

Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The Governance framework is there to encourage the efficient use of resources and equally to require accountability for stewardship of those resources. The aim is to align as nearly as possible the interest of Individual Corporation and society.

PDIL is committed to achieve and maintain highest standards of corporate governance on a sustained basis so as to be an exemplary corporate citizen. It believes that corporate governance is not a destination but a continuous journey with an upward moving target. It firmly believes that good corporate governance does not mean mere drafting a code of corporate governance but practicing it in the true spirit. The Company ensures adherence and enforcement of the principles of corporate governance with a focus on transparency, professionalism, fairness, trusteeship and accountability. Its actions are aligned and resources leveraged with a view to become one of the most valued and respected companies. The Company has laid a strong foundation for corporate governance by constituting a Board with a balanced mix of experts of eminence and integrity and inducted competent professionals across the organization.

Framework of Corporate Governance is based on the following pattern:

Shareholders

Provi

de cap

ital t

o

Regular reporting and update

Guidance and supervision

Rpre

ent n

report to

es

ad

Elet and dism

iss

c

Management Board of Directors

Our Corporate Governance philosophy is driven by the following principles:

�To fulfill and comply by the spirit of law and further pursue initiatives that determines paramount value to all associated with our organization;

�To ensure transparency and openness about all facets of our operations, at all times;�To be driven by integrity and core values and co-operate at all times in providing a clear and true image of our

organization; �To understand and comply with the written and unwritten laws of all companies in which we operate;�To ensure that our corporate structure fosters clear communication channels and lines of command at all times; �To continually enhance shareholders value at all times;�To endeavor to do the best we can to ensure and improve the preservation of communities and the environment.

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II.BOARD OF DIRECTORS

The Company believes that an active, well informed and independent Board of Directors is vital to achieve the apex standard of Corporate Governance. PDIL is managed by the Board of Directors, which formulates strategies, policies and procedures and review its performance periodically.

BOARD AGENDA

Date of Board meeting is fixed in consultation with the Board of Directors. The Agenda is circulated well in advance to the Board. The items in the agenda are backed by comprehensive background information, wherever required to enable the Board to take appropriate decisions.

INFORMATION PLACED BEFORE THE BOARD

The following are tabled for the Board's periodic review/information/ approval:

� Internal Audit findings and Management Action taken Report on the same;� Status of Statutory Compliances;� Significant court judgment or order passing strictures, if any, on the conduct of the Company or a subsidiary of the

Company or any employee, which could negatively impact the Company's image;� All other matters required to be placed before the Board for its review/information/approval under the statutes,

including Clause 49 of the Listing Agreement with Stock Exchange(s).

POST-MEETING FOLLOW-UP SYSTEM

The Governance process in the Company includes effective post-meeting follow-up, review and reporting process for action taken/ pending on decisions of the Board.

COMPOSITION

The PDIL Board is a balanced Board, comprising Executive and Non-Executive Directors. The Non-Executive Directors include independent professionals. The Governance Policy requires that the Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public enterprises. The present strength of the Board is eight, out of which four are Executive Directors and four are Non-executive.

Disclosure regarding Directors seeking appointment/re- appointment at the ensuing Annual General Meeting in accordance with Clause 49 of the Listing Agreement:

1. Mr. Satish Chandra ConsulMr. Satish Chandra Consul, Non-executive and Independent Director of the Company is retiring at the forthcoming Annual General Meeting by rotation and he is eligible for re-appointment.

Mr. Satish Chandra Consul is M.A.L.L.B. and a retired IAS officer who was in Government Service for 34 years and held various responsible positions.

2. Mr. Dilip Kumar PanchaityMr. Dilip Kumar Panchaity, Non-executive and Independent Director of the Company is retiring at the forthcoming Annual General Meeting by rotation and he is eligible for re-appointment.

Mr. Dilip Kumar Panchaity, is B.S.C., M.A. (Economics) and is a retired Banker and has wide experience of 37 Years in the field of accounting and finance.

MEETINGS:

Number of Board Meetings held and the dates on which held7 (Seven) Board Meetings were held during the year, as against the minimum requirement of 4 (four) meetings. The details as to the date(s) on which the meetings were held are as follows:

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Sr. No.

Date

Day

Time

1. 14th

May, 2011 Saturday 11:30 A.M. 2. 22

nd June, 2011 Wednesday 11:30 A.M.

3. 23rd

July, 2011 Saturday 11:30 A.M,

4. 22nd

August, 2011 Monday 11:30 A.M.

5. 14th

November, 2011 Monday 11:30 A.M.

6. 29th

December, 2011 Thursday 11:30 A.M.

7. 11th

February, 2012 Saturday 11:30 A.M.

The names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the last AGM, as also the number of directorships and committee memberships held by them in other companies are given below:

Sr. No.

Name of the Directors

Designation and Nature of Directorship

Relationship with each

other

No. of Directorship/ Committees membership

of other Companies

No. of Board Meetings Whether attended

Last Annual General Meeting

Held Attended

1. Mr. Manoharlal

Gupta

Chairman-cum-Managing Director

Related to Mr. Vinod Kumar

Gupta and Mr. Govind Das

Garg

18 7 6 -

2. Mr. Vinod Kumar Gupta

Managing Director

Related to Mr. Manoharlal

Gupta and Mr. Govind Das

Garg

23 7 7 Yes

3.

Mr. Govind Das Garg

Whole- Time

Director

Related to Mr. Vinod Kumar

Gupta and Mr. Manoharlal

Gupta

12

7

6

-

4.

Mr. Anil Mittal

Chief Executive and Whole Time

Director

None

6

7

6

-

5.

Mr. Satish Chandra Consul

Non- Executive and

Independent Director

**

0

7

7

Yes

6.

Mr. Dharam Pal Khanna

Non- Executive and


**

0

7

7

Yes

7.

Mr. Dilip Kumar

Panchaity

Non-

Executive and


**

0

7

6

Yes

8.

Mr. Dilip Kumar Sinha

Non-

Executive and


**

2

7

4

-

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IV. AUDIT COMMITTEE

The Audit Committee primarily oversees the Company's financial reporting process and disclosure of its financial information to ensure the correctness and adequacy. The Committee provides reassurance to the Board on the existence of effective internal control system.

TERM OF REFERENCE:

The Audit Committee is empowered, pursuant to its terms of reference, inter-alia, to:

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

�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.

�Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control system.

�Discussion with internal auditors any significant findings and follow up there on.�Management Discussion and Analysis of financial condition and results of operations.�Statement of significant related party transactions submitted by Management.

COMPOSITION:

The Audit Committee presently comprises three Non-Executive Directors; all of them are Independent Directors. The Chairman of the Committee is an Independent Director. The Company Secretary is the Secretary to the Committee. All members of the Committee are financially literate and have accounting and financial management expertise. The names of the members of the Audit Committee, including its Chairman, are provided under the section Board of Directors in the Report.

MEETINGS AND ATTENDANCE: stDuring the financial year ended 31 March, 2012, 5 (five) meetings of the Audit Committee were held, as follows:

S.No. Date Day Time

1. 14th May, 2011 Saturday 11:00 A.M.

2. 23rd July, 2011 Saturday 11:00 A.M.

3. 22nd August, 2011 Monday 11:00 A.M.

4. 14th November, 2011 Monday 11:00 A.M.

5. 11th February, 2012 Saturday 11:00 A.M.

� This includes directorship in private limited Companies also.� Only following Board Committees have been considered for this purpose:

I. Audit Committee andII. Investor Grievance Committee.

� Excluding Foreign Companies, Companies Registered under section 25 of the Companies Act, 1956 and Alternate Directorship.**There is no pecuniary and business relationship between the Non-Executive Directors and the Company.

III. COMMITTEE OF THE BOARD

Currently, the Board has the following 3 (Three) Committees:

1. Audit Committee;2. Remuneration Committee;3. Shareholders’ / Investors’ Grievance Committee.The Board is responsible for constituting, assigning, co-opting the Members of the Committee(s), fixing their terms of reference and also delegating their powers from time to time. The Company Secretary of the Company is the Secretary to all of the above Committees.

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The Audit Committee of the Company reviews inter-alia the financial statements of its subsidiary companies etc. as stipulated under Clause 49 of the Listing Agreement. The minutes of the Board Meetings of unlisted subsidiary companies have been placed at the Board Meetings of the Company and other relevant provisions of the said Clause of the Listing Agreement are duly complied with, to the extent applicable.

VI. REMUNERATION COMMITTEE

The Company's remuneration policy aims at attracting and retaining high caliber talent and is driven by the success and performance of the individual employees of the Company. The remuneration policy is based upon well defined criteria such as success and performance of managerial persons and the Company, Industry benchmarks, the profile of the incumbent, the responsibilities shouldered etc. Through its remuneration policy, the endeavors to attract, retain, develop and motivate its high skilled and dedicated workforce. The Committee was constituted to decide the Company's policy on specific remuneration packages for executive and non-executive Directors on the Board. The Committee has also been empowered to recommend the periodic increments in salary and annual incentives of the

ndExecutive Directors. The Committee met one time on 22 August' 2011 .

TERM OF REFERENCE:

� To approve the annual remuneration plan of the Company.� To approve the remuneration and incentive payable to the Directors for each financial year.� Such other matters as the Board may from time to time request the remuneration to examine and recommend /

approve.

COMPOSITION:The remuneration committee comprises of following members:

Chairman: Mr. Satish Chandra Consul, Non- Executive, Independent Director.

Members: Mr. Dharam Pal Khanna, Non- Executive, Independent Director, Mr. Dilip Kumar Panchaity, Non- Executive, Independent Director.

MEETING:ndMeeting of Remuneration Committee was held on 22 August, 2011 during 2011 at 10.45 A.M. and in this meeting

all the members were present.

1. Attendance of each Member at the Audit Committee meetings held during the year

Name Number of Meetings during the year 2011-12

Held Attended

Mr. Dilip Kumar Panchaity

5 5


5 5

Mr. Dharam Pal Khanna 5 5

V. SUBSIDIARY COMPANIES

As on date of this Report, the Company has 8 (eight) Indian Subsidiary Companies:

� Parenteral Biotech Limited,� Abhay Drugs Limited,� Parenteral Impex Limited,� Anjaney Pharmaceuticals Limited,� Parentech Healthcare Limited,� Parenteral Surgicals Limited,� Punjab Formulation Limited and� Goa Formulation Limited.

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Details of payment made to Non-Executive Directors during the Year 2011-12 are given below:

Name of the Non-Executive, Independent Director

Business relation with the Company

Total Sitting Fees

Mr. Satish Chandra Consul None 34,000

Mr. Dharam Pal Khanna None 34,000

Mr. Dilip Kumar Panchaity None 24,000

Mr. Dilip Kumar Sinha None 8,000

Notes:

1. The above figures consist of fees paid for attendance of Board and Committee meetings.2. Mr. Dilip Kumar Sinha is holding 1333 equity shares of the Company.

VII. SHAREHOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE

The Company has always valued its investors' and stakeholders' relationships. In order to ensure the proper and speedy redressal of shareholders'/investors' complaints, the Shareholders'/Investors' Grievance Committee was constituted. The constitution and terms of reference of the Shareholders'/ Investors' Grievance Committee is in conformity with the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. The Shareholders'/ Investors' Grievances Committee is empowered to look into redressal of shareholders' and investors' complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends and other miscellaneous complaints.

TERMS OF REFERENCE:

a) To look into redressal of investors' complaints and requests such as transfer of shares/debentures, non-receipt of dividend, annual report, etc.

b) Based on the report received from the Company's Registrar, the number of complaints received from shareholders comprises of correspondence identified as complaints i.e. letter received through statutory/regulatory bodies and letter pertaining to fraudulent encashment.

Remuneration paid to the Chairman and Managing Director and the Whole-time Directors during 2011-12:

Notes 1. The remuneration to the executive directors is being paid as per the approval of the shareholders at the general

body meeting. *2. Salary and perquisites includes Provident Fund and Gratuity etc.#3. Salary and perquisites includes Provident Fund, Bonus and Gratuity etc. 4. Presently, the Company does not have a scheme for grant of Stock options either to the executive directors or

employees. 5. Mr. Anil Mittal is holding 1866 equity shares of the Company.

Name of the Director

Mr. Manoharlal Gupta

Mr. Vinod Kumar Gupta Mr. Govind Das Garg

Mr. Anil Mittal

Salary and Perquisites

*2803385

*2803385

*1401692

#2647071

Commission

Nil

Nil

Nil

Nil

Total

2803385

2803385

1401692

2647071

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2. Attendance of each Member at the Investors’ Grievance Committee meetings held during the year

Name

Committee Meetings

Held Attended


4

4

Mr. Dharam Pal Khanna 4

4

Details pertaining to the number of complaints received and responded and the status thereof during the financial styear ended 31 March, 2012 are given as follow:

The following table shows nature of complaints received during the year:

Sr. No. Nature of Complaints Opening Received During

the year

Resolved

1. Non-receipt of Dividend Warrants 0 9 9 2. Non-receipt of Share Certificates 0 6 6 3. Non-receipt of Bonus Share Certificates 0 12 12 4. Non-receipt of Replaced/

Split/Consolidated/Duplicate Share Certificate

0 2 2

5. Others 0

9 9

TOTAL 0 38 38

All the aforesaid complaints were responded by the Company/Registrar & Transfer Agent, Link Intime India Pvt. Ltd. appropriately and there were no pending complaints at the end of the financial year 2011-12.

Share Transfers

� All Shares have been transferred and returned within three weeks from the date of their receipt, so long as the documents have been clear in all respects.

�The share transfer work has been delegated to SEBI registered Share transfer agent M/s. Link Intime India Private Limited, Mumbai.

st�As at 31 March, 2012 there were no requests pending for transfer. �All complaints received from shareholders have been cleared within 10 days from their lodgment with the

Company. �There is no complaint pending with the Company.

COMPOSITION:

The Shareholders'/ Investors' Grievances Committee is headed by a Non-Executive Director and comprises the following Directors:

Chairman: Mr. Satish Chandra ConsulMember: Mr. Dharam Pal Khanna

MEETINGS:

1. Number of Committee meetings held and the dates on which held:

During the financial year under review, the Shareholders'/ Investors' Grievances Committee met 4 (four) times;

Sr. No. Date

Day

Time

1. 14th May, 2011 Saturday

10.45 A.M.

2. 23rd July, 2011 Saturday 10.45 A.M.

3. 14th November, 2011 Monday

10.45 A.M.

4. 11th February, 2012 Saturday

10.45 A.M.

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Annual General Meeting Date Time Venue No. of Special Resolutions

2010-11 30th

Sept., 2011

9.30 A.M.

Classique Club, Behind Infinity Mall, Link Road,

Oshiwara, Andheri (West),

Mumbai-400 053

Two

2009-10 30th

Sept., 2010

9.30 A.M.

Classique Club, Behind Infinity Mall, Link Road,

Oshiwara, Andheri (West),

Mumbai-400 053

One

2008-09 28th

Dec., 2009

9.30 A.M

Classique Club, Behind Infinity Mall,Link Road, Oshiwara, Andheri (West),Mumbai-

400 053

Nil

B. Special Resolutions:At the Annual General Meeting of the Company held on September 30, 2011, one special Resolution was passed for re-appointment of Mr. Aditya Gupta as project- coordinator and another special resolution was passed for re-appointment of Mr. Ashish Garg as Purchase coordinator. Both the resolutions were passed with the requisite majority.

C. Extra-Ordinary General Meetings:In addition to Annual General Meeting, the Company may hold General Meetings of the shareholders as and when need arises. There was no such meeting held during the year.

D. Postal Ballot:No special resolution was passed through Postal Ballot during 2011-12. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a special resolution through Postal Ballot.

IX. DISCLOSURESa) Related Party TransactionsTransactions with related parties are disclosed in detail in the financial statements for the year. Adequate care was taken to ensure that the potential conflict of interest did not harm the interests of the Company at large. Attention of members is drawn to the suitable disclosure as specified in Accounting Standard 18 issued by the Institute of Chartered Accountants of India have been reported in Note 28 attached to the Accounts.

b) Compliances by the CompanyThe Company follows a formal management policy and system of legal compliance & reporting to facilitate periodical review by the Board of compliance status of laws applicable to the Company and steps taken to rectify non-compliances, if any. There were no instances of material non-compliance and no strictures or penalties were imposed on the Company either by SEBI, Stock Exchanges or any statutory authorities on any matter related to capital market during the last three years.

c) Risk Management frameworkThe Company has adopted Risk Management Procedures under the guidance of its Promoter according to which detailed procedures are laid down for risk assessment and minimization. The Company ensures that the executive management controls risks through means of a properly defined framework to ensure compliance with the procedures laid down and reporting process.

Compliance Officer:Ms. Archna Agar, Company Secretary of the Company is the Compliance Officer of the Company.

VIII. GENERAL BODY MEETINGS

A. Annual General Meetings:The location and time of the Annual General Meetings held during the last 3 years are as follows:

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e) Prevention of Insider Trading

The Company has adopted a comprehensive Code of Conduct pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992, for prevention of insider trading in shares of the Company. The Code of Conduct is implemented diligently mandating initial and continual disclosures from the senior officials, directors and auditors of the Company upon trading in the shares of the Company. The Code also restricts specified employees to deal in the shares of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The transactions of the insiders in the shares of the Company are subjected to trading window closures, pre-clearance of trades etc. as envisaged in the Code.

f) Code of Conduct

�The PDIL Code of Conduct, as adopted by the Board of Directors, is applicable to Directors, senior management and employees of the Company. The Code is derived from three interlinked fundamental principles:

� Good corporate governance, � Good corporate citizenship and� Exemplary personal conduct.

The Code covers commitment to sustainable development, concern for occupational health, safety and environment, a gender friendly workplace, transparency and auditability, legal compliance and the philosophy of leading by personal example. g) Mandatory Requirements

I. Management Discussion and AnalysisManagement Discussion and Analysis Report, along with management of Risks at PDIL is made in conformity with the Listing Agreement and is attached to the Directors' Report forming part of the Annual Report of the Company.

II. Senior Management DeclarationSenior Management Personnel have declared to the Board that, no material, financial and commercial transactions were entered into by them during 2011-12 where they have personal interest that may have a potential conflict with the interest of the Company at large.

III. Disclosure of Issue ProceedsThe Company did not make any Public, Right or Preferential Issue of securities during 2011-12.

IV. CEO CertificationCEO Certification by Mr. Vinod Kumar Gupta, Managing Director as per the Listing Agreement was placed before the Board.

V. Review of Directors' Responsibility StatementstThe Board in its Report have confirmed that the annual accounts for the year ended 31 March, 2012 have been

prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records

X. MEANS OF COMMUNICATION

Timely disclosure of consistent, comparable, relevant and reliable information on corporate financial performance is at the core of good governance. Towards this end -

d) Reconciliation of Share Capital Audit Pursuant to the provisions of the SEBI (Depositories & Participants) Regulations, 1996, quarterly audit is being undertaken by a Practicing Company Secretary for reconciliation of share capital of the Company for the quarter ended 30-06-2011, 30-09-2011, 31-12-2011 and 31-03-2012. The Audit Report confirms that there is no discrepancy whatsoever in the issued, listed and admitted capital of the Company.

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XI. GENERAL SHAREHOLDERS' INFORMATION

1. 28th

Annual General Meeting

Date 29th

September, 2012

Time 9: 30 A.M.

Venue The Classique Club,Behind Infinity Mall, Link Road, Opposite Raheja, Oshiwara, Andheri (West), Mumbai-400 053

2. Financial Year

st st 1 April, 2011 to 31 March, 2012

3. Date of Book Closure Wednesday, 26th

September, 2012 to Saturday, 29th

September, 2012 (both days inclusive)

4. Listing on Stock Exchange(s) The Shares of the company are listed on following premier Stock Exchanges of India having nation-wide trading terminals: • National Stock Exchange of India Limited (NSE)

• Bombay Stock Exchange Limited (BSE)

Annual Listing fee for the financial year 2012-13 (as applicable) has been paid by the Company to the aforesaid Stock Exchange(s).

5. Stock Code/ Symbol

BSE

PARENTLD Stock Code

Scrip Code 524689

NSE PDPL EQ

ISIN INE904D01019 (NSDL & CDSL)

CIN

L99999MH1983PLC126481

�Quarterly/Annual Results: The Company regularly intimates un-audited as well as audited financial results to the Stock Exchanges, immediately after they are approved. These financial results are normally published in Financial Express and Apalam Mahanagar. The results are also displayed on the website of the Company www.pdindia.com

�News Release, Presentation etc.: The official news releases, detailed presentations made to media, institutional investors, financial analysts etc. are displayed on the Company's website www.pdindia.com

�Website: The Company's website www.pdindia.com contains separate dedicated section 'Investors' where the shareholders information is available.

�Annual Report: Annual Report containing inter-alia, Audited accounts, Consolidated Financial Statements, Directors' Report, Management Discussion and Analysis (MD&A) Report, Auditors' Report, Corporate Governance Report including information for the Shareholders and other important information is circulated to the members and others entitled thereto.

�NSE Electronic Application Processing System (NEAPS): The NEAPS is a web based application designed by NSE for corporates. The Shareholding Pattern and Corporate Governance Report are also filed electronically on NEAPS.

�SEBI Complaints Redress System (SCORES): The investor complaint(s) are processed in a centralized web based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

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6. Market Price DatastThe reported high and low closing prices during the year 31 March, 2012 on the Bombay Stock Exchange and the

National Stock Exchange, where your Company's shares are frequently traded are given below:

MonthQuotations on BSE Quotations on NSE

High Price

Low Price

High Price Low Price

Apr, 2011 212.95

158.90

214.00

158.50

May, 2011 181.00

106.60

182.95

107.05

June, 2011 123.45

82.00

125.00

83.00

July, 2011 124.45

88.50

126.00

89.00 Aug, 2011 124.00

94.00 128.70

94.85

Sept, 2011 128.00 92.00 128.70

91.00 Oct, 2011

113.05 88.00 110.90 87.00

Nov, 2011

103.95 77.00 102.90 74.10 Dec, 2011

132.30 76.60 132.60 70.10

Jan, 2012

116.00 93.10 115.00 90.25

Feb, 2012

120.95 102.00 121.00 102.00

Mar, 2012

117.00 96.00 117.00 98.00

st7. Shareholding Pattern as on 31 March, 2012st(a) Class-wise Distribution of Equity Shares as on 31 March, 2012

Slab of Shareholding

Shareholders

Shares

Number % of total Number % of total

1-500 4481 85.84 716878 2.77

501-1000 350 6.71 248072 0.96

1001-2000 167 3.19 234780 0.91

2001-3000 59 1.13 150315 0.58

3001-4000 25 0.48 90862 0.35

4001-5000 25 0.48 114227 0.44

5001-10000 38 0.73 264426 1.02

10001-and above 75 1.44 24047271 92.97

Total 5220 100.00 25866831 100.00

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8. Registrar and Share Transfer Agent

The Members are requested to correspond to the Company's Registrar & Share Transfer Agent – M/s. Link Intime India Private Limited quoting their Folio Number, Client ID, DP ID at the following address:

Link Intime India Pvt. Ltd.C - 13, Kantilal Maganlal Estate,Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West),Mumbai - 400 078 Tel No: 022 - 25946970Fax No: 022 - 25946969Email : [email protected]

Share Transfer System:-

Link Intime India Pvt. Ltd. is the Registrar and Share Transfer Agent (RTA) for physical shares. Link Intime is also the depository interface of the Company with both National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). With a view to expedite the process of share transfer which are received in physical form, the Board had constituted a Committee which usually meets on quarterly basis and to consider and ratify the shares received for transfer, transmission, rematerialization and dematerialization etc. The shares for transfer received in physical form are transferred expeditiously, provided the documents are complete and the share transfer is not under any dispute. A summary of transfer/ transmission of securities is placed before the aforesaid committee for ratification. The share certificates duly endorsed are sent to the shareholders by RTA. Confirmation in respect to the requests for dematerialization of shares is sent to the respective depositories i.e. NSDL and CDSL, expeditiously.

B NON-PROMOTER’S HOLDING

3. Institutional Investors

(a) Mutual funds and UTI 7998 0.03%

(b)Banks,Financial Institutions (Central/State Govt.Institutions/ Non-government Institutions)

1332 0.01%

(c) Insurance Companies - -

692586 2.68%

Sub-Total 18623823 72.01% 4. Others

(a) Bodies Corporate 2575439 9.96%

(b) Indian Public 4342469 16.78%

(c) NRIs/OCBs 42569 0.16%

(d) Any Other (Clearing Members, Trust, Directors)

282531 1.09%

Sub-Total 7243008 27.99%

GRAND TOTAL (A+B) 25866831 100%

(d) FII’S

st(b) Shareholding Pattern as on 31 March, 2012

SR. NO. CATEGORY NO. OF SHARES HELD

% OF SHARE-HOLDING

A PROMOTER’S HOLDING

1. Promoters IndianForeign

17921907

69.29%

2. Persons acting in Concert

Sub-Total 17921907 69.29%

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9. Dematerialization of shares

Trading in Company's share is permitted compulsorily in dematerialized form as per notification issued by SEBI.stThe Break-up of shares in physical and demat form as on 31 March, 2012 is as follows:

Particulars of Equity Shares

Equity Shares of Rs.10/-each

Number % of Total

NSDL 61,16,972 23.65

CDSL 1,87,12,027

72.34

Sub-Total 2,48,28,999 95.99

Physical 10,37,832 4.01

Total 25,86,6831 100.00

Shareholders, who continue to hold shares in physical form, are requested to dematerialize their shares at the earliest and avail various benefits of dealing in securities in electronic/ dematerialized form.

10. Outstanding GDRs/ADRs/Warrants or any other convertible instruments and their impact on equity:

The Company has 29,62,102, 0% optionally convertible redeemable preference shares of Rs. 10/- each which are stconvertible within a period of 5 years w.e.f. 1 November, 2008.

11. Plant Locations

Location

Address

Madhya Pradesh Village Asrawad, Post Dudhia, Nemawar Road, Indore – 452 016 (M. P.)

Himachal Pradesh Village Bhud, Tehsil Nalagarh, Distt. Solan – 173 205 (H. P.)

Pursuant to the Clause 47C of the Listing Agreement, certificates on quarterly basis confirming due compliance of share transfer formalities by the Company, certificate for timely dematerialization of the shares as per SEBI (Depositories and Participants) Regulations, 1996 are sent to the stock exchanges. In addition, as a part of the capital integrity audit, a Secretarial Audit Report for reconciliation of the share capital confirming that the total issued capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL, is placed before the Board on a quarterly basis. A copy of the Audit Report is submitted to the stock exchanges.

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DECLARATION FROM MANAGING DIRECTOR

All the Board members and senior management personnel have confirmed compliance with the Code. A declaration st signed by the Managing Director pursuant to Clause 49 (I)(D)(ii) of the Listing Agreement for the year ended on 31

March, 2012:

DECLARATION

I, hereby declare that all the Directors and Senior Management Personnel have confirmed compliance with the Code of Conduct as adopted by the Company.

Place : IndorethDate: 16 August, 2012

Vinod Kumar GuptaManaging Director

For all investor related matters, the address for correspondence shall be:

12. Address for Correspondence

Company “Company Secretary” Parenteral Drugs (India) Limited Shree Ganesh Chambers, Navlakha Crossing, A. B. Road, Indore (M.P.) -452 001 E-mail : [email protected]

Registrar and Share Transfer Agent Link Intime India Lvt. Ltd. C-13, Kantilal Maganlal Estate, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078 Tel No : 022-25946970 Fax No : 022 -25946969 Email : [email protected]

FOR AND ON BEHALF OF THE BOARDManoharlal Gupta

Chairman-cum-Managing Director

thDate:16 August, 2012Place: Indore

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To

The Members of Parenteral Drugs (India) Limited

We have examined the compliance of the conditions of Corporate Governance by Parenteral Drugs (India) Limited for the year ended March 31, 2012 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedure 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 the opinion on the financial statement of the company.

In our opinion and to the best of our information and explanations given to us, we certify that the Company has complied with the 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 further viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

Certificate


For T.N.Unni & Co.

Chartered Accountants

Firm Regn No. 004890C

T.N.Unni

(Partner)

M. No. 014520

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I, Vinod Kumar Gupta, Managing Director, to the best of my knowledge and belief herebycertify that:

(a) I have reviewed financial statements and the cash flow statement for the year stended 31 March, 2012 and that to the best of my knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control system of the Company pertaining to financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the audit committee that:

(i) there has not been any significant change in internal control over financial reporting during the year under reference;

(ii) there has not been any significant change in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

Certificate From CEO


Vinod Kumar GuptaManaging Director

(iii) there have not been any instances of significant fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting

To the Board of Directors of Parenteral Drugs (India) Limited

33

CERTIF

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FRO

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AUDITORS' REPORT

To,

The Members ofM/s. PARENTERAL DRUGS (INDIA) LIMITEDMUMBAI

1. We have audited the attached Balance Sheet of Parenteral Drugs (India) Limited as at March 31, 2012 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of India (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 those books;c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement

with the books of accounts;d) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report

comply with the accounting standards referred to in Section 211(3C) of the Act;e) On the basis of written representation received from the directors as on March 31, 2012 and taken on record by

the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

f ) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts together with the notes attached thereto given in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India;(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at March 31, 2012;(ii) In so far as it relates to the Profit and Loss Account, of the loss for the year ended on that date.(iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on

that date.

For T.N.Unni & Co.



Place: IndorethDate: 30 May, 2012

T.N.Unni (Partner)

M. No. 014520

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ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the Members of Parenteral Drugs (India) Limited on the accounts for the year ended March 31, 2012]

1.

a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets.

b) The Fixed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

c) In our opinion, and according to the information and explanations given to us, the Company has not disposed off a substantial part of fixed assets during the year.

2.

a) The stock of finished goods, stores, spare parts and raw material lying at its location have been physically verified by the management at intervals during the financial year and the frequency of verification is considered reasonable.

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

c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the books of records were not material.

3.

a) The Company has not granted any loans, secured or unsecured to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b) The Company has taken unsecured loans from 8 (eight) companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 50.07 lacs and the year end balance of such loans aggregated to Rs. 50.07 lacs

c) The rate of interest and other terms and conditions of unsecured loan taken by the company, are prima facie not prejudicial to the interest of the Company.

d) Payment of the principal amount and interest are also regular during the year.

4. In our opinion there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the Register maintained under Section 301 of Act, have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of Act, and exceeding the value of five lacs rupees in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public, and the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits are not attracted in case of borrowings made by the Company. No order under the aforesaid sections has been passed by the Company Law Board on the Company.

7. The Company has appointed a firm of Chartered Accountants to carry out the internal audit, and the scope of audit is commensurate with its size and nature of business.

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For T.N.Unni & Co.



Place: IndorethDate: 30 May, 2012

T.N.Unni (Partner)

M. No. 014520

8. Maintenance and cost audit of cost records has been prescribed for the products of the company by the Central Government, under Section 209(1) (d) of the Companies Act, 1956, and in our opinion prima facie, all cost records are being maintained by the Company.

9. (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material dues as applicable, have been regularly deposited by the Company during the year with the appropriate authorities.

(b) As at March 31, 2012 according to the records of the Company and the information and explanations given to us, the disputed demand of excise duty to the tune of Rs. 230.20 lacs has been challenged by the Company and show cause notices are pending for adjudication, disputed demand of CST to the tune of Rs. 255.94 lacs has been challenged by the Company and appeal filed with DC (Appeal). Income tax demand of Rs. 12.83 lacs raised but not admitted and rectification is pending.

10. The Company does not have accumulated losses as at March 31, 2012 but has incurred cash losses of Rs. 3035.73 lacs during the financial year ended on that date.

11. On the basis of information and explanations given by the Management and in our opinion, the Company has repaid all the loan installments.

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

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. The Company is not dealing or trading in Shares, securities, debentures and other investments and the investment made by the Company in shares and other securities has been held in its own name in respect of which the Company has maintained adequate records.

15. The Company has assumed the Corporate Guarantee for loans taken by its subsidiary companies Goa Formulations Limited, Parenteral Surgicals Limited and Parentech Healthcare Limited and has taken counter guarantee. The terms and condition of Corporate Guarantee are not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us the term loans taken by the Company were applied for the purpose for which the loans were obtained.

17. Based on the information and explanations given to us and on examination of the books of the Company, in our opinion the funds raised on a short-term basis have not been used for long-term investment .

18. The Company has not made any preferential allotment of shares during the year.

19. No debentures have been issued by the Company during the year.

20. During the year, the Company has not raised money by way of public issue.

21. According to the information and explanations given to us and the examination of the records we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

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PARENTERAL DRUGS (INDIA) LIMITED, MUMBAI

STBALANCE SHEET AS AT 31 MARCH, 2012

(Amount in INR)

ParticularsNote No.

st As at 31 March,

2012

st As at 31 March,

2011

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds(a) Share Capital 2 32,32,89,330 32,32,89,330

(b) Reserves and Surplus 3 2,28,18,55,413 2,76,00,57,102

(2) Share Application money pending allotment 28,22,67,000 13,22,67,000

(3) Non-Current Liabilities(a) Long-Term Borrowings 4 1,49,51,75,411 1,22,06,00,538

(b) Deferred Tax Liabilities (Net) 31 20,27,96,881 15,66,53,298

(4) Current Liabilities(a) Short-Term Borrowings 5 1,20,96,65,067 1,29,48,86,783

(b) Trade Payables 26 61,42,54,578 54,77,80,603

(c) Other Current Liabilities 6 1,24,18,963 1,33,48,913

(d) Short-Term Provisions 7 3,61,80,322 4,92,68,516

Total Equity & Liabilities 6,45,79,02,964 6,49,81,52,083

II.ASSETS

(1) Non-Current Assets

(a) Fixed Assets

(i) Tangible assets 8 3,38,25,17,086 2,41,82,33,719

(ii) Capital work in progress 8 4,28,254 74,06,48,522

Total Fixed Assets 3,38,29,45,340 3,15,88,82,241

(b) Non-current investments 9 1,39,64,07,157 1,39,64,07,157

(c) Long term loans and advances 10 28,96,64,163 25,24,24,043

(d) Other non-current assets 11 63,645 63,645

(2) Current Assets(a) Inventories 12 53,63,88,103 69,00,65,445 (b) Trade receivables 13 68,15,27,094 78,13,87,824 (c) Cash and cash equivalents 14 7,32,09,305 4,64,68,678 (d) Short-term loans and advances 15 7,61,96,667 14,18,40,612 (e) Other current assets 16 2,15,01,490 3,06,12,438

Total Assets 6,45,79,02,964 6,49,81,52,083

Significant Accounting Policies & Notes on Financial Statement 1 to 32

Referred to in our Report of even date

For T.N.Unni & Co.Chartered AccountantsFirm Regn No. 004890C

For and on behalf of the BoardManoharlal Gupta

Chairman-Cum-Managing DirectorVinod Kumar Gupta

Managing DirectorGovind Das Garg

Whole-time Director

Ms. Archna AgarCompany Secretary

Place : Indoreth Date : 30 May, 2012

T. N. Unni(Partner)Membership No.: 014520

37


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STPROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31 MARCH, 2012

(Amount in INR)

Sr.

No.Particulars Note No.

For the year end st31 March, 2012


I Revenue from operations 17 2,22,56,08,123 3,78,40,99,006

II Other Income 18 27,65,376 51,84,664

III III. Total Revenue (I +II) 2,22,83,73,499 3,78,92,83,670 IV Expenses:

Cost of materials consumed 19 90,53,85,092 1,85,05,30,325

Purchase of Stock-in-Trade 16,43,07,075 36,18,97,224

Changes in inventories of finished goods, work-in-progress

and Stock-in-Trade 20 7,39,62,015 -3,74,71,401

Employee Benefit Expense 21 19,87,85,350 20,61,68,098

Finance Costs 22 39,19,00,725 22,50,86,526

Depreciation and Amortization Expense 8 12,84,42,588 10,93,54,297

Other Expenses 23 79,76,06,821 95,64,28,727

Total Expenses (IV) 2,66,03,89,667 3,67,19,93,796

V Profit before tax (III - IV) -43,20,16,167 11,72,89,874

VI Tax expense: (1) Current tax - 2,33,74,377

(2) Deferred tax 4,61,43,582 66,36,819 (3) Tax adjustment for previous years - 1,28,281

VII Profit(Loss) after tax (V-VI) -47,81,59,749 8,71,50,397

VIII Earning per equity share:

(1) Basic 30 -18.49 3.37 (2) Diluted 30 -18.49 3.37







Whole-time Director






stCash Flow Statement for the year ended on 31 March, 2012

CA

SH F

LOW

STATE

MEN

T

(Amount in INR)

2011-12 2010-11

A - CASH FLOW FROM OPERATING ACTIVITIES :

Net profit/loss before tax and extra-ordinary items -43,20,16,167

11,72,89,874

adjustment for :1. Depreciation 12,84,42,588

10,93,54,297

2. Interest 39,19,00,725

52,03,43,313

22,50,86,526

33,44,40,823

Operating profit before working capital change 8,83,27,146

45,17,30,697

adjustment for :

1. Trade and other receivable 13,73,75,502

18,21,24,670

2. Inventories 15,36,77,342

-2,05,51,462

3. Trade and other Payable -3,27,65,885

25,82,86,960

42,12,28,992

58,28,02,200

Cash Generated from Operation 34,66,14,105

1,03,45,32,897

1. Interest Paid 39,19,00,725

22,50,86,526

2. Direct Taxes Paid -

2,35,02,658

Cash Flow Before Extraordinary items -4,52,86,620

78,59,43,713

Extra ordinary Items - -

Net cash from operating activities…..A -4,52,86,620 78,59,43,713

B - CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of fixed assets -35,25,47,627 -1,00,85,90,878

Purchase of investments - -40,72,157 Sale of investments 30,00,000 Net Cash used in investing activities ….B -35,25,47,627

-1,00,96,63,035

C - CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from issue of share capital 15,00,00,000

7,30,03,000 (Share Application Money)

Proceeds from long term borrowings 42,39,02,895

38,09,48,453 Repayment of Finance Liabilities -14,93,28,022

-28,07,03,000

Net Cash from Financing Activities ….C 42,45,74,873

17,32,48,453

Net increase/decrease in Cash & Cash 2,67,40,626

-5,04,70,870

equivalents (A+B+C)

Cash and Cash equivalents as at 01.04.2011 4,64,68,679

9,69,39,549

(Opening Balance)

Cash and Cash equivalents as at at 31.03.2012 7,32,09,305

4,64,68,679

(Cash & Bank Balance)

(Closing Balance)

(Previous year figure have been re-grouped wherever necessary)

-





Whole-time Director




39



stNotes Forming Part of the Balance Sheet & Profit & Loss Accounts as at 31 March, 2012

Fixed AssetsFixed Assets are stated at historical cost net of recoverable taxes, less accumulated depreciation and impairment loss, if any and the assets prior to 1993-94 are at value adjusted by revaluation, which includes expenditure incurred on the acquisition fabrication and/or installation. Pre-operative expenditure comprising revenue expenses incurred in connection with project implementation during the period upto commencement of commercial production are treated as part of project cost and are capitalized.

Depreciation and amortisationDepreciation on fixed assets has been calculated on straight line method at the rates prescribed in schedule XIV of the Companies Act 1956. No Depreciation has been provided on Capital Work in Progress. Capital subsidy received has been reduced from the cost of fixed assets for purpose of calculating depreciation.

Foreign Exchange Transactions Transactions in Foreign Currency are recorded in financial statements based on the exchange rate existing at the time of the transactions. Monetary items denominated in foreign currencies at the year end are restated at year end rates.

InvestmentsLong term Investments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary.

InventoriesInventories are measured at lower of cost or net realisable value. Cost of Finished goods include cost of purchase, cost of conversion and other cost including manufacturing overhead in bringing them to their respective present location and condition. Cost of raw material, packing material and spares are determined on first in first out basis.

Impairment of AssetsAn asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. As impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

Recognition of Revenue and ExpenditureAll revenue and expenditure are recognised and accounted for on accrual basis. Processing Charges also includes labour charges.

TaxationProvision for taxation of income tax is made on the basis of the taxable profit computed for current accounting year in accordance with the Income Tax Act 1961. Deferred Tax resulting from timing differences between Book Profits and Tax Profits is accounted for at the current rates of tax to the extent the timing difference are expected to crystallise, in case of Deferred Tax Liabilities with reasonable certainty and in case of Deferred Tax Assets with virtual certainty that there would be adequate future taxable income against which such Deferred Tax Assets can be realised.

Employee BenefitsShort term employee benefits are recognised as expense at the undiscounted amount in the Profit and Loss Account of the year in which the related service is rendered. In case of provision of gratuity the Company has entered into an agreement with the SBI Life Insurance company to administer its gratuity scheme, current year amount payable on the basis of actural valuation is provide and premium paid is charged to Profit and Loss Account. Provision for leave encashment is recognised as expense in the Profit and Loss Account for the year in which employee has rendered services.

Borrowing CostInterest and other costs in connection with the borrowing of the funds to the extent related/attributed to the acquisition/construction of qualifying fixed assets are capitalized upto the date when such assets are ready for its intended use and other borrowing costs are charged to Profit & Loss Account.

Provision, Contingent Liabilities and Contingent AssetsProvision involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statement.

Basis of Prepartation of Financial StatementThe Financial Statements are prepared at historical costs convention on the basis of going concern in accordance with the generally accepted accounting principles in India and the provision of the Companies Act, 1956. Figures for the previous year have been re-grouped and rearranged wherever considered necessary. Figures in bracket represent corresponding previous year unless otherwise stated. Separate sets of books of accounts are maintained for separate units of production, as required by law.

Significant Accounting PoliciesNote : 1

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Tth28 ANNUAL REPORT 2011-2012


Note : 2 Share Capital

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Authorized Share Capital

a 3,65,00,000 (3,65,00,000) Equity Shares of Rs. 10/- each 36,50,00,000 36,50,00,000

b 35,00,000 (35,00,000) Shares,Redeemable, Non Cumulative,Non 3,50,00,000 3,50,00,000

convertible Preference Share of Rs. 10/- Each

c 29,62,102 (29,62,102)- 0% Optionally convertible,redeemable 2,96,21,020 2,96,21,020

Preference Share of Rs. 10/- Each

d 70,37,898 (70,37,898) - Redeemable Preference shares of Rs.10/-each 7,03,78,980 7,03,78,980

50,00,00,000 50,00,00,000

2 Issued, Subscribed & Paid Up Capital (fully paid)

a 2,58,66,831 (2,58,66,831) Equity Shares of Rs. 10/- each 25,86,68,310 25,86,68,310

b 35,00,000 (35,00,000) Shares,Redeemable, Non Cumulative, 3,50,00,000 3,50,00,000

Non convertible Preference Share of Rs. 10/- Each

c 29,62,102 (29,62,102) - 0% Optionally convertible,redeemable 2,96,21,020 2,96,21,020


Total 32,32,89,330 32,32,89,330

a Name of Shareholders hold more than 5% of Shares

Number of Shares Number of Shares

Equity Shares:-

Rajratan Exports Private Limited 66,66,665 66,66,665

PDPL Holding Private Limited 32,17,120 32,17,120

Mahaganpati Investments Private Limited 16,00,000 16,00,000

MVG Mercantile Private Limited 57,73,497 57,73,497

0% Optionally convertible, redeemable preference shares:-

PDPL Holding Private Limited 35,00,000 35,00,000

Redeemable preference shares:-

MVG Mercantile Private Limited 29,62,102 29,62,102

b Detail of Shares allotted in last five years in each class other than

value received in cash

Equity Shares

-Shares issued pursuant to scheme of amalgamation sanctioned by 43,30,123 43,30,123

Hight court

-Bonus Shares Issued by capitalisation of general reserve 1,20,66,708 1,20,66,708

0% Optionally convertible, redeemable preference shares

Shares issued pursuant to scheme of amalgamation sanctioned by 29,62,102 29,62,102

Hight court

c 29,62,102 (29,62,102) 0% optionally convertible, redeemable preference shares are convertible in equity shares or st

redeemed upto 1 Nov, 2013. If converted, each preference share shall be replaced by one equity share of the Company.

Particulars


41

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TSTRENGTHENING OURSELVES FOR TOMORROW


A Nature of security is as under:-i Term Loans of Rs. 1,11,60,74,635/- (Rs. 75,37,43,158/-) are secured by first pari passu charge on entire fixed assets of the

Company and second pari passu charge on entire current assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and first exclusive charge by way of pledge of 6,66,666 equity shares of PDIL held by Rajratan Exports Private Limited and first exclusive charge by way of pledge of fixed deposit and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, two director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

ii Term Loans of Rs. 1,34,09,294/- (Rs. 2,06,91,947/-) are secured by first pari passu charge on entire fixed assets of the Company and second pari passu charge on entire current assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, one director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

iii Corporate Loans of Rs. 27,98,25,993/- (Rs. 31,85,49,734/-) are secured by first pari passu charge on entire fixed assets of the Company and second pari passu charge on entire current assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and first exclusive charge by way of pledge of 26,66,666 equity shares of PDIL held by Rajratan Exports Private Limited and first exclusive charge by way of pledge of fixed deposit and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, two director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

Note : 3 Reserve & Surplus

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Capital Reserve 31,00,000 31,00,000

2 General Reserve 9,18,24,793 9,18,24,794

3 Securities Premium reserve 2,03,70,74,013 2,03,70,74,013

4 Amalgamation Reserve 3,44,22,288 3,44,22,287

5 Revaluation Reserve

Balance brought forward from previous year 1,20,64,189 1,21,06,128

Less: Depreciation on revalued amount 41,940 41,939

Closing of Revaluation ReserveBalance 1,20,22,249 1,20,64,189

6 Surplus (Profit & Loss Account)

Balance brought forward from previous year 58,15,71,819 49,44,21,422

Add/Less: Profit/Loss for the year -47,81,59,749 8,71,50,397

Closing of Profit & Loss AccountBalance 10,34,12,069 58,15,71,819

Total 2,28,18,55,413 2,76,00,57,102

Note : 4 Long Term Borrowings

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Secured-From Banks

1 Term Loans 98,53,22,210 67,39,13,490

Term Loans-Current 14,41,61,719 10,05,21,615

2 Corporate Loans 24,33,08,916 31,51,71,225

Corporate Loans-Current 3,65,17,077 33,78,509

3 Vehicle Loan 4,85,502 12,27,534

Vehicle Loan-Current 9,76,176 9,76,176

Unsecured

1 Security Deposit from Suppliers and Customers 7,93,96,708 12,04,21,257

2 Loans & Advances From Related Parties 50,07,102 49,90,732

Total 1,49,51,75,411 1,22,06,00,538


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iv Vehicle Loan of Rs. 14,61,678/- (Rs. 22,03,710/-) are secured by hypothecation of bus.

B Term Loan include Rs. 2,09,11,719/- (Rs.87,80,965/-) as interest due.

Corporate Loan include Rs. 65,17,077 (Rs. 33,78,509/-) as interest due.

Vehicle Loan include amount of Rs. 1,65,282/- (Rs. 3,99,426/-) unmatured interest.

C Term Loan Installment of Rs. 11,50,000/- which is due in March'12 is paid on 20th April, 2012

Term Loan Installment of Rs. 12,50,000/- which is due in March'12 is paid on 4th May, 2012

D Repayment schedule of Term loans and Corporate loans is as under:-

Payable from 2013-14 to 2014-15 46,71,12,000 Payable from 2015-16 to 2016-17 47,94,66,000 Payable from 2017-18 to 2018-19 30,42,50,000 Repayment schedule of Vehicle Loan is as under:-

Payable from 2013-14 to 2014-15 16,26,960 Note : 5 Short Term Borrowings

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Secured-From Banks

Working Capital Loans repayable on demand 1,20,96,65,067 1,29,48,86,783

Total 1,20,96,65,067

1,29,48,86,783

A Nature of Security is as under:-a Working Capital Loans of Rs. 85,63,25,998/- (Rs. 94,24,30,355/-) are secured by first pari passu charge on entire current

assets of the Company and second pari passu charge on entire fixed assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and first exclusive charge by way of pledge of 6,66,666 equity shares of PDIL held by Rajratan Exports Private Limited and first exclusive charge by way of pledge of fixed deposit and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, two director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

b Working Capital Loans of Rs. 35,33,28,068/- (Rs. 35,24,56,428/-) are secured by first pari passu charge on entire current assets of the Company and second pari passu charge on entire fixed assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, one Director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

B Working Capital Loan include amount of Rs. 6,72,936/- (Rs. 5,56,719/-) as interest due.

Note : 6 Other Current Liabilities

Sr.

No.Particulars

stAs at 31 March,

2012

stAs at 31 March,

2011

1 TDS Payable 70,83,553 84,57,920

2 Sales Tax Payable 27,38,816 21,66,918

3 Provident Fund, ESIC & Professional Tax Payable 25,96,593 27,24,075

Total 1,24,18,963

1,33,48,913

Note : 7 Short Term Provisions

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

a Provision for employee's benefit

1 Provision for Bonus 43,55,731 53,13,067

2 Provision for Gratuity & Leave Encashment 2,67,26,194 1,65,19,735

b Others

1 Excise Duty Provision 50,98,397 40,61,337

2 Income Tax Provision - 2,33,74,377

Total 3,61,80,322 4,92,68,516

1


43

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a bNO

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TO F

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Note : 9 Non Current Investment

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Trade Investments

1 Investment in Equity Instrument

In Equity Shares of Subsidiary Companies-Fully paid up (Unquoted)

Punjab Formulations Limited (100% Subsidiary) 99,00,00,000

99,00,00,000

Goa Formulations Limited (100% Subsidiary) 37,00,00,000

37,00,00,000

Abhay Drugs Limited (100% Subsidiary) 5,00,000

5,00,000

Parenteral Surgicals Limited (100% Subsidiary) 5,00,000

5,00,000 Parentech Healthcare Limited (55% Subsidiary) 49,50,000

49,50,000

Anjaney Pharmaceuticals Limited (100% Subsidiary) 5,00,000

5,00,000 Parenteral Biotech Limited (51% Subsidiary) 12,75,000

12,75,000

Parenteral Impex Limited (100% Subsidiary) 5,00,000

5,00,000 Mascareignes Pharmaceuticals Manufacturing Ltd, Mauritius (51% Subsidiary) 7,67,157

7,67,157

Parenteral Drugs Kazakhstan, Kazakhstan (90% Subsidiary) 33,05,000

33,05,000

In Equity Shares of Other Company-Fully paid up (Quoted)

Medicaman Biotech Limited 1,00,000

1,00,000

2 Investment in Preference shares-Fully paid up (Unquoted)

In Preference Shares of Subsidiary Company

Punjab Formulations Limited (100% Subsidiary) 2,40,00,000

2,40,00,000

3 Investment in Government or trust securities-Fully paid up (Unquoted)

National Saving Certificate 10,000

10,000

Total 1,39,64,07,157

1,39,64,07,157

Aggregate amount of quoted investments 1,00,000

1,00,000

Market value of quoted investments 1,33,000

2,49,500

Aggregate amount of unquoted investments 1,39,63,07,157

1,39,63,07,157

Note : 10 Long Term Loans and Advances

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Long Term Loans and Advances (Unsecured, Considered Good)

1 Security Deposit * 3,90,56,796

3,65,71,603

2 Loans & Advances to related parties 18,45,28,106

12,67,78,751

3 Loans & Advances due from Directors/Related Private Companies 1,27,24,517

2,77,33,474

4 Other Trade Advances 5,33,54,744

6,13,40,215

(Recoverable in cash or in kind or value to be received)

Total 28,96,64,163

25,24,24,043

Detail of Loans and Advances to related parties

a Goa Formulations Limited -

67,85,552

b Parentech Healthcare Limited -

1,13,56,674

c Parenteral Impex Ltd 13,01,600

12,06,600

d Parenteral Surgicals Limited 2,83,65,158

-

e Mascareignes Pharmaceuticals Manufacturing Ltd, Mauritius 11,78,89,117

7,60,36,811

f Parenteral Drugs Kazakhstan, Kazakhstan 3,69,72,230

3,13,93,113

Total 18,45,28,105

12,67,78,750

Detail of Loans and Advances due from Directors/Related Private Companies

a Anil Mittal 1,27,24,517

1,27,33,474

b KRM Holdings Private Limited -

1,50,00,000

Total 1,27,24,517

2,77,33,474

* Security Deposits include fixed deposits.


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Note : 11 Other Non Current Assets

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Miscellenous Expenditure 63,645 63,645 (To the extent not written off or adjusted)

Total 63,645 63,645

Note : 12 Inventories*

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Raw Material 17,19,92,258 25,17,07,585 2 Finished Goods 36,43,95,845 43,83,57,860

Total 53,63,88,103 69,00,65,445

* Inventories are valued at lower of cost or net realisable value

Note : 13 Trade Recievables

Sr.

No.Particulars

1 Outstanding for more than six months

Unsecured, Considered Good

2 Others

Unsecured, Considered Good

Total

Note : 14 Cash & Cash Equivalent

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Balance with Bank 82,25,973 29,90,327 2 Cheques on Hand 2,54,82,569 1,96,63,907 3 Cash on Hand 17,84,829 20,70,432 4 Balance with Bank as Margin Money* 3,77,15,934 2,17,44,012

Total 7,32,09,305 4,64,68,678

*Inclueds fixed deposits maturing after 12 months of Rs. 21,00,000/- (Rs. 21,00,000/-)

Note : 15 Short Terms Loans and Advances

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Advances to Suppliers (Unsecured, Considered Good) 7,61,96,667

14,18,40,612

Total 7,61,96,667

14,18,40,612

Note : 16 Other current assets

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Accrued & Prepaid 38,39,670

26,44,083

2 Advance Sales Tax 52,40,475

-

3 Advance Income Tax & TDS 13,15,001

85,89,565

4 Income Tax Payment on a/c of pending assessment/appeal 98,18,648

1,80,91,093

5 Advance Fringe Benefit Tax 12,87,697

12,87,697

Total 2,15,01,490

3,06,12,438

st As at 31 March,

2012

st As at 31 March,

2011

34,92,69,220 2,95,85,318

33,22,57,874 75,18,02,506

68,15,27,094 78,13,87,824


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Note : 17 Revenue from Operations

Sr. No.

Particulars For the year end

st31 March, 2012


1 Sale of Products 2,24,38,88,785 3,79,85,67,586

2 Other Operating Revenues 2,81,08,150 85,66,707

Total Revenue 2,27,19,96,935 3,80,71,34,293

3 Less : Excise Duty 4,63,88,812 2,30,35,287

Total (Net) 2,22,56,08,123 3,78,40,99,006

Note : 18 Other Income

Sr.

No.Particulars For the year end

st31 March, 2012

For the year end st

31 March, 2011

1 Interest Income 27,65,376 16,03,846

2 Dividend Income - 7,500

3 Net gain/loss on sale of investments - 15,73,346

4 Other non-operating Income - 19,99,972

Total 27,65,376 51,84,664

Note : 19 Cost of Material Consumed

Sr.

No.Particulars



1 Granules Consumed 35,42,31,334 54,95,52,412

2 Other Material Consumed 55,11,53,758 1,30,09,77,913

Total 90,53,85,092 1,85,05,30,325

Note : 20 Change in Inventories

Sr.

No.Particulars

For the year end st

31 March, 2012

For the year end st

31 March, 2011

1 Opening Stock of finished goods and work in progress 43,83,57,860

40,08,86,459

2 Closing Stock of finished goods and work in progress 36,43,95,845

43,83,57,860

Change in Inventories 7,39,62,015

-3,74,71,401

Note : 21 Employee Benefit Expenses

Sr.

No.Particulars



1 Salaries 12,64,56,257

13,16,39,265

2 Contribution to provident and other fund 1,68,58,116

1,59,89,834

3 Staff welfare expenses 12,83,564

19,89,832

4 Other employee benefits expenses 5,41,87,413

5,65,49,167

Total 19,87,85,350

20,61,68,098


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Note : 22 Finance CostSr.

No.Particulars



1 Interest expenses 36,73,23,957 20,69,34,504

2 Other borrowing costs 2,45,76,769 1,81,52,022

Total 39,19,00,725 22,50,86,526

Note : 23 Other Expenses

Sr.

No.Particulars

For the year end st

31 March, 2012

For the year end st

31 March, 2011

Manufacturing Expenses

1 Processing Charges 7,23,02,048 11,19,62,071

2 Power and Fuel 8,63,03,415 11,19,46,276

3 Consumption of stores and spare parts 49,29,716 83,02,750

4 Repair to machinery 82,19,069 97,91,825

5 Miscellaneous Manufacturing expenses 2,76,09,407 2,78,85,415

Total Manufacturing Expenses 19,93,63,655 26,98,88,337

Administrative Expenses

1 Rates and Taxes 7,72,81,558 10,29,74,665

2 Rent 1,23,01,077 1,09,12,411

3 Insurance 41,91,719 25,54,662

4 Postage, Telegram & Telephone 1,81,57,506 1,98,70,579

5 Legal and Professional expenses 1,91,78,591 2,59,37,367

6 Directors' Remuneration 84,00,000

84,00,000

7 Auditors' Remuneration 2,20,600

2,20,600

8 Repair to Building 6,38,009

8,06,616

9 Foreign Currency transaction gain/loss (net) 17,30,245

-

10 Miscelleneous administrative expenses 2,49,69,872

3,66,19,236

Total Administrative Expenses 16,70,69,177 20,82,96,136

Selling and Distribution Expenses

1 Travelling expenses 13,12,18,917

16,95,94,846

2 Business Promotion 1,55,06,429

1,80,10,482

3 Carriage Outward 19,69,03,747

21,14,51,432

4 Advertising, publicity and conference 50,94,832

1,05,31,177

5 Sales Commission 7,78,09,950

6,60,83,558

6 Miscelleneous selling and distribution expenses 46,40,113

25,72,759

Total Selling and Distribution Expenses 43,11,73,988 47,82,44,254

Total 79,76,06,821

95,64,28,727


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stAs at 31

March, 2012

st As at 31

March, 2011

- -

- -

- -

- -

- -

- -


Note 24 Contingent liabilities and commitments

(to the extend not provided)

a) Contingent liabilties

i) Claim against the company not acknowledged as debt

-Certain show-causes notices are pending to be adjudicated by the Central excise department.

The challenged demand under the notices is Rs.2,30,20,877/- (Rs. 2,30,20,877/-).

-one demand under CST Act for Rs. 2,55,94,000/- (Rs. 2,55,94,000/-) for which the Company has

filed an appeal with DC (Appeal).

-Income Tax demand of Rs. 12,83,190/- (Nil) was raised by Assessing Officer, which is not admitted and

rectification is pending.

-Gratuity fund contribution towards past service liability to the tune of Rs. 2,16,37,045/- (Rs. 1,18,90,102/-)(as current investment are considered to meet gratuity liability)

ii) Bank Guarantees : Rs. 4,47,54,442/- (Rs. 9,11,71,882/-)

iii) Other contingent liabilties-Two group companies have offered collateral securities (1) by mortgage of one company

immovable properties & (2) by pledge of shares in favour of the Company against credit facilities

and corporate loan. Amount involved was uncertain.

-Corporate Guarantee given to three subsidiary companies to the tune of Rs. 1,03,54,00,000/- (Rs. 42,79,00,000/-)

b) Commitments

i) Estimated amount of contracts remaining to be executed-Nil

on capital account and not provided for

ii) Other commitments-Nil

Note 25 In the opinion of the Board of Directors of the Company the Current Assets, Loan & Advances have

a value on realisation in the ordinary course of business at least equal to the amount at which they are stated

and provision for all known liabilities are adequate and not in excess of the amount reasonably necessary.

Note 26 Trade Payable

Particulars

Micro, Small & Medium Enterpirses

Others

Total

Disclosure as per Micro, Small and Medium Enterprises Development Act, 2006

On the basis of information available, there are no outstanding dues in excess of Rs. 1.00 lac each payable to

SSI units for more than 30 days in so far as they could be identified as per Micro, Small and Medium Enterprises

Development Act, 2006.

Particulars

Principal amount & interest due and remaining unpaid

Interest paid

Payment made beyond the appointed day during the year

Interest due and payable for the period of delay

Interest accrued and remaining unpaid

Amount of further interest remaining due and payable in succeeding years

st As at 31

March, 2012

st As at 31

March, 2011- -

61,42,54,578 54,77,80,603

61,42,54,578 54,77,80,603


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Note 27 Managerial Remuneration:

S.No NAME OF DIRECTORS SALARY*

1 Shri Manoharlal Gupta 28,03,385

Chairman Cum Managing Director

2 Shri Vinod Kumar Gupta 28,03,385

Managing Director

3 Shri Govind Das Garg 14,01,692

Whole-Time Director

4 Shri Anil Mittal 26,47,071

Whole-Time Director

TOTAL 96,55,533

*Note: Includes Salary and other cost to the Company

Note 27A Segmental Reporting

The Company is principally engaged in the business of pharmaceutical. Accordingly there are no segments as per

Accounting Standard 17 “Segmental Reporting” issued by the Institute of Chartered Accountants of India.


Note 28 Related Party Relationship and Transactions with Related Parties a Name of Related Parties & Description of relationship:

1 Subsidiaries

Manohar lal Gupta Vinod Kumar Gupta Govind Das Garg Anil Mittal

Chairman cum

Managing Director

Managing Director Whole Time Director Whole Time

Director

Alpana Gupta,wife Aruna Gupta, wife Shashi Garg, wife Deepali Mittal,Umashankar Gupta,

fatherRamesh Gupta,

brotherManish Garg, son wife

Ravindra Gupta,

brotherAbhay Gupta, son

Ashish Garg, sonLalit Mittal,

Aditya Gupta, sonArchana Gupta, brother

Ayush Gupta, sondaughter

3

Relatives of Key

Management

Personnel

4

Enterprises

Controlled by Key

Management

Personnel /

Relatives of Key

Management

Personnel

Parenteral Biotech Limited, Abhay Drugs Limited, Parenteral Impex Limited,

Anjaney Pharmaceuticals Ltd., Parentech Healthcare Limited, Parenteral

Surgical Limited, Punjab Formulations Limited, Goa Formulations Limited,

Mascareignes Pharmaceuticals Manufacturing Co. Ltd., Parenteral Drugs

Kazakhstan

2Key Management

Perssonnel


Rajratan Exports Pvt. Limited, Mahaganpati Investments Pvt. Ltd., PDPL Holdings Pvt. Ltd., PDPL Securities Pvt. Ltd., Parenteral Medicines Ltd., Panorama Remedies Ltd., Anitas Exports Pvt. Ltd., Lalit Media & Education Limited, Orissa Formulations Private Limited, Anitas Management Pvt. Ltd., MVG Mercantile Pvt. Ltd., Vino Infratech Pvt. Ltd., Chiron Metco Private Limited, Kanak Fairdeal (India) Private Ltd., Diamond Crystal Private Limited, Earawat Steels Private limited, Neptune Packaging Private Limited, Prem Pharmaceuticals, Parenteral Commercial Services Pvt. Ltd., Manish Medicates Pvt. Ltd., AGT Mercantile Pvt. Ltd., Simtrad Overseas Pvt. Ltd., KRM Holdings Pvt. Ltd., Fastrack Aviation Pvt.Ltd., Ujjai Estates Pvt.Ltd.

50

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b Summary of Related Party Transactions

Subsidiary Company under

Control

Individuals having

control

Others

96,55,533

25,70,84,135 3,11,480 3,10,44,096

2,96,79,445

4,75,26,423 4,54,901

13,20,000

5,50,52,564

71,08,194

36,42,303

1,39,62,97,157

8,29,410 8,19,46,361 58,67,732

-8,40,30,087

18,48,42,613 -9,82,941 -4,51,991

Note 29 Auditors Remuneration in Profit & Loss account as under:-

Audit Fees 1,98,540

Tax Audit Fees 22,060

Total 2,20,600

03. Purchase of Goods / Material 04. Fixed Assets Purchased

Debtors for Goods Sold

Creditors for Goods Purchased

Outstanding Loans

Particulars

09. Remuneration to relative of

key management Personnel

b) Outstanding Balance

as on 31.03.2012

Investments

05. Loans Given

06. Office Rent Given

07. Job Work Income

08. Job Work charges paid

a) Transactions

01. Managerial Remuneration

02. Sale of Goods / Material

Note 30 Calculation of Basic and Diluted Earning per shareParticulars 2011-12 2010-11

Earnings available for Equity Shareholders

Profit/Loss After Tax -47,81,59,749 8,71,50,397

Earnings for Basic and Diluted Earning per Share -47,81,59,749 8,71,50,397

Per Share for Basic and Diluted Earning per Share

No. of Shares Outstanding 2,58,66,831 1,94,00,123

Add: Bonus Shares Issued during the previous year 3:1 - 64,66,708

Total Weighted Average No. of Shares 2,58,66,831 2,58,66,831

Basic and diluted earning per share -18.49 3.37



-

-

-

-

-

- -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

51

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Note 31 Deferred Tax Liabilities

Consequent to the issuance of Accounting Standard 22 “Accounting for Taxes on Income” by the

Institute of Chartered Accountants of India, the Company has recognised the deferred tax liability

aggregating to Rs. 4,61,43,582/- (Rs. 66,36,818/-) in the Profit & Loss Accounts in the current year.

Particularsst As at 31

March, 2011

Arising During

the year

stAs at 31 March,

2012

Deferred Tax Liabilties

-Timing Difference in Depreciation 24,81,32,786 4,90,31,795 29,71,64,581

Total Deferred Tax Liabilties 24,81,32,786 4,90,31,795 29,71,64,581

Deferred Tax Assets

-Timing Difference in disallowance u/s 89,25,311 28,88,213 1,18,13,524

43B of Income Tax Act, 1961

- MAT Credit available 8,25,54,178 - 8,25,54,178

Total Deferred Tax Assets 9,14,79,489 28,88,213 9,43,67,702

Net Deferred Tax Liabilties 15,66,53,297 4,61,43,582 20,27,96,879

Note 32

Particulars 2011-12 % 2010-11 %

a) I CIF value of Imported Raw Material 16,29,51,181 22,94,15,953

II CIF value of Imported Capital Goods - 1,59,75,678

b) Expenditure in Foreign Currency

I Product Registration 1,47,630 12,76,500

II Foreign Travelling 82,488 14,40,027

III Commission 3,70,754 -

c) Cost of material & spares consumed

Imported 16,29,51,181 17.90% 22,94,15,953 12.34%

Indigenous 74,73,63,627 82.10% 1,62,94,17,122 87.66%

Total material consumed 91,03,14,808 100.00% 1,85,88,33,075 100.00%

d) FOB value of exports 9,01,99,795 14,29,20,339







Whole-time Director




52

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REPORT OF THE AUDITORS’ ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have examined the attached Consolidated Balance Sheet of M/s. Parenteral Drugs (India) Limited and its subsidiaries i.e. M/s Punjab Formulations Limited, M/s Goa Formulations Limited, M/s. Parenteral Biotech Limited, M/s Parenteral Impex Limited, M/s

stAbhay Drugs Ltd., M/s Anjaney Pharmaceuticals Ltd., M/s Parentech Healthcare Ltd., M/s Parenteral Surgicals Limited as at 31 March, 2012, and the Consolidated Profit & Loss Account of the Company for the year then ended.

These consolidated financial statements are the responsibility of the management of Parenteral Drugs (India) Limited. Our responsibility is to express an opinion on these financial statements based on our audit. We have 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 whether the financial statements are prepared, in all material respect, in accordance with an identified financial reporting framework and are free of material mis-statement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial standard presentation. We believe that our audit provides a reasonable basis for our opinion.

We have audited the financial statements of Punjab Formulations Limited (Indian Subsidiary) whose financial statements reflected sttotal assets of Rs. 5590.12 lacs as at 31 March, 2012 and total revenue of Rs. 3716.63 lacs for the year ended on that date.

We have audited the financial statements of Goa Formulations Limited (Indian Subsidiary) whose financial statements reflected total stassets of Rs. 13595.59 lacs as at 31 March, 2012 and total revenue of Rs. 2031.61 lacs for the year ended on that date.

We have audited the financial statements of Parenteral Biotech Limited (Indian Subsidiary) whose financial statements reflected sttotal assets of Rs. 459.60 lacs as at 31 March, 2012 and total revenue of Nil for the year ended on that date.

We have audited the financial statements of Parenteral Impex Limited (Indian Subsidiary) whose financial statements reflected total stassets of Rs. 66.72 lacs as at 31 March, 2012 and total revenue of Nil for the year ended on that date.

We have audited the financial statements of Abhay Drugs Ltd. (Indian Subsidiary) whose financial statements reflected total assets of stRs. 5.28 lacs as at 31 March, 2012 and total revenue of Nil for the year ended on that date.

We have audited the financial statements of Anjaney Pharmaceuticals Ltd. (Indian Subsidiary) whose financial statements reflected sttotal assets of Rs. 21.92 lacs as at 31 March, 2012 and total revenue of Nil for the year ended on that date.

We have audited the financial statements of Parentech Healthcare Ltd. (Indian Subsidiary) whose financial statements reflected total stassets of Rs. 1600.56 lacs as at 31 March, 2012 and total revenue of Rs. 1206.16 lacs for the year ended on that date.

We have audited the financial statements of Parenteral Surgicals Limited (Indian Subsidiary) whose financial statements reflected sttotal assets of Rs. 1672.33 lacs as at 31 March, 2012 and total revenue of Rs. 3985.49 lacs for the year ended on that date.

We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, ‘Consolidated Financial Statements', issued by the Institute of Chartered Accountants of India and on the basis of the separate audited financial statements of Parenteral Drugs (India) Limited and its subsidiaries included in the consolidated financial statements.

On the basis of the information and explanation given to us, and subject to the separate audit reports on individual audited financial statements of Parenteral Drugs (India) Limited and its subsidiaries, we are of the opinion that :

(a) the Consolidated Balance Sheet given a true and fair view of the consolidated state of affairs of Parenteral Drugs (India) Limited and its subsidiaries as at 31st March 2012;

(b) the Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of Parenteral Drugs (India) Limited and its subsidiaries for the year then ended.

(c) the Consolidated Cash Flow Statement gives a true and fair view of the Consolidated Cash Flow of the group for the year then ended.

For T.N.Unni & Co.



Place: IndorethDate: 30 May 2012

T.N.Unni (Partner)

M. No. 014520

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STCONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2012

(Amount in INR)

Particulars Note No.st As at 31 March,

2012

st As at 31 March,

2011

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 37,82,89,330 32,32,89,330

(b) Reserves and Surplus 3 2,72,00,34,558 2,75,88,58,598

(2) Share Application money pending allotment 39,22,67,000 24,22,67,000

(3) Minority Interest 65,04,728 63,54,037

(4) Non-Current Liabilities

(a) Long-Term Borrowings 4 2,23,02,03,255 1,60,48,46,114 (b) Deferred Tax Liabilities (Net) 27 22,53,89,431 17,95,38,647

(5) Current Liabilities

(a) Short-Term Borrowings 5 1,59,91,43,301 1,65,02,49,244 (b) Trade Payables 77,97,68,774 60,68,81,032

(c) Other Current Liabilities 6 11,58,50,232 11,02,75,262 (d) Short-Term Provisions 7 4,75,37,653 6,98,76,013

Total Equity & Liabilities 8,49,49,88,261 7,55,24,35,277

II.ASSETS

(1) Non-Current Assets

(a) Fixed Assets

(i) Tangible assets 8 3,67,79,10,765 2,73,38,87,455 (ii) Intangible assets 8 1,32,18,17,044 1,32,18,17,044

(iii) Capital work in progress 8 1,16,27,46,938 78,99,23,249 Total Fixed Assets 6,16,24,74,747 4,84,56,27,748 (b) Non-current investments 9 2,66,338 2,66,338

(c) Long term loans and advances 10 24,13,23,487 25,80,34,180 (d) Other non-current assets 11 18,14,82,966 13,78,36,456

(2) Current Assets

(a) Current investments 12 - 4,00,00,000 (b) Inventories 13 73,90,97,882 90,88,10,212

(c) Trade receivables 14 91,90,40,457 1,07,50,94,506 (d) Cash and cash equivalents 15 13,32,78,535 8,17,77,567 (e) Short-term loans and advances 16 9,32,35,579 16,24,23,519

(f) Other current assets 17 2,47,88,270 4,25,64,751 Total Assets 8,49,49,88,261 7,55,24,35,277







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ST CONSOLIDATED PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31 MARCH, 2012

I Revenue from operations 18 3,32,51,00,362 4,82,21,81,753

II Other Income 19 43,90,760 59,83,476

III III. Total Revenue (I +II) 3,32,94,91,122 4,82,81,65,229

IV Expenses:Cost of materials consumed 20 1,51,31,64,704 2,27,64,92,827

Purchase of Stock-in-Trade 22,18,17,635 57,12,18,298

Changes in inventories of finished goods, work-in-progress

and Stock-in-Trade 21 11,54,73,647 -3,08,06,441

Employee Benefit Expense 22 24,62,27,231 25,77,10,542

Finance Costs 23 48,40,64,939 28,55,02,539

Depreciation and Amortization Expense 8 14,46,77,620 12,56,94,693

Other Expenses 24 1,08,92,60,453

1,24,98,45,037

Total Expenses (IV) 3,81,46,86,230

4,73,56,57,495

V Profit before tax (III - IV) -48,51,95,107

9,25,07,734

VI Tax expense:

(1) Current tax 25,85,520

3,50,47,358

(2) Deferred tax 4,58,50,784

72,61,036

(3) Tax adjustment for previous years -

1,28,281

VII Profit(Loss) after tax (V-VI) -53,36,31,411

5,00,71,059

Less : Minority Interest 1,50,689

58,67,488

VIII Balance Carried Forward to Balance Sheet -53,37,82,100

4,42,03,571

IX Earning per equity share:

(1) Basic 26 -20.64

1.71

(2) Diluted 26 -20.64

1.71


(Amount in INR)

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ST CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31 MARCH, 2012

(Amount in INR)

A - CASH FLOW FROM OPERATING ACTIVITIES :

Net profit/loss before tax and extra-ordinary items -48,51,95,107 9,25,07,734 adjustment for :

1. Depreciation 14,46,77,620

12,56,94,693

2. Interest 48,40,64,939

28,55,02,539 3. Miscellaneous expenditure 49,60,259

63,37,02,818

49,60,259

41,61,57,491

Operating profit before working capital change 14,85,07,711

50,86,65,225

adjustment for :

1. Trade and other receivable 25,97,29,162

3,69,05,964 2. Inventories 16,97,12,330

-5,44,91,615

3. Trade and other Payable 10,50,18,409

53,44,59,902

60,68,23,425

58,92,37,774

Cash Generated from Operation 68,29,67,612

1,09,79,02,999

1. Interest Paid 48,40,64,939

28,55,02,539

2. Direct Taxes Paid 25,85,520

3,51,75,639

Cash Flow Before Extraordinary items 19,63,17,153 77,72,24,821

Extra ordinary Items -

-

-

B - CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of fixed assets -1,48,10,56,873

-1,09,14,82,763

Sales of Fixed Assets 1,94,90,316

-

Purchase of investments

-4,00,00,000

Sale of investments 4,00,00,000

33,00,000

Misc Expenditure -4,86,06,769

-61,49,488

Net Cash used in investing activities ….B -1,47,01,73,326

-1,13,43,32,251

C - CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from issue of share capital 15,00,00,000

18,30,03,000

(Share Application Money)Proceeds from issue of preference shares 55,00,00,000

-

Proceeds from long term borrowings 77,46,85,163

45,26,65,773

Repayment of Finance Liabilities -14,93,28,022

-30,19,38,581

Payment of Dividend Reserve -

-2,30,40,000

Net Cash from Financing Activities ….C 1,32,53,57,141

31,06,90,192

Net increase/decrease in Cash & Cash 5,15,00,968

-4,64,17,239

equivalents (A+B+C)

Cash and Cash equivalents as at 01.04.2011 8,17,77,567

12,81,94,806

(Opening Balance)

Cash and Cash equivalents as at at 31.03.2012 13,32,78,535

8,17,77,567

(Cash & Bank Balance)(Closing Balance)(Previous year figure have been re-grouped wherever necessary)

2011-12 2010-11

Net cash from operating activities…..A 19,63,17,153 77,72,24,821





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stNotes Forming Part of the Consolidated Balance Sheet & Profit & Loss Accounts as at 31 March, 2012

Significant Accounting PoliciesNote : 1

Basis of Prepartation of Financial StatementThe Financial Statements are prepared at historical costs convention on the basis of going concern in accordance with the generally accepted accounting principles in India and the provision of the Companies Act, 1956. Figures for the previous year have been re-grouped and rearranged wherever considered necessary. Figures in bracket are represent corresponding previous year unless otherwise stated.

Foreign Subsidiaries AccountingThe audited/unaudited financial statements of foreign subsidiaries have been prepared in accordance with the Generally Accepted Accounting Principles of its country of incorporation or International Financial Reporting Standards. The differences in accounting policies of the Company and its subsidiaries are not material.

Principle of ConsolidationThe consolidated financial statements relate to Parenteral Drugs (India) Limited, its subsidiaries and have been prepared on the following basis: a. The financial statements of the Company and its subsidiaries have been combined on as line-by line basis by adding together the books value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transaction.b. The differences between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of the shares in the subsidiaries is recognized in the financial statements as Goodwill/Capital reserve as the case may be. c. Unaudited results of the Mascareignes Pharmaceuticals Manufacturing Co. Ltd. and Parenteral Drugs Kazakhstan whose financial year is different from the holding company have been taken on record. d. The subsidiaries considered in the consolidated financial statements are:

Name of Company Country of Incorporation

%age ownership interest as at 31st March 2011

With effect from

Parenteral Biotech Limited India 51% 01.12.1995

Abhay Drugs Limited India 100% 21.12.2006

Parenteral Impex Limited India 100% 21.12.2006

Anjaney Pharmaceuticals Ltd India 100% 21.12.2006

Parentech Healthcare Limited India 55% 21.12.2006

Parenteral Surgical Limited India 100% 21.12.2006

Punjab Formulations Limited India 100% 01.11.2008

Goa Formulations Limited India 100% 01.11.2008

Mascareignes Pharmaceuticals Mauritius 51% 01.04.2010Manufacturing Co. Ltd.

Parenteral Drugs Kazakhstan Kazakhstan 90% 01.04.2010

Fixed AssetsFixed Assets are stated at historical cost net of recoverable taxes, less accumulated depreciation and impairment loss, if any and the assets prior to 1993-94 are at value adjusted by revaluation, which includes expenditure incurred on the acquisition fabrication and/or installation. Pre-operative expenditure comprising revenue expenses incurred in connection with project implementation during the period upto commencement of commercial production are treated as part of project cost and are capitalized.

Depreciation and amortisationDepreciation on fixed assets has been calculated on straight line method at the rates prescribed in schedule XIV of the Companies Act 1956. No Depreciation has been provided on Capital Work in Progress. Capital subsidy received has been reduced from the cost of fixed assets for purpose of calculating depreciation.

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Foreign Exchange Transactions Transactions in Foreign Currency are recorded in financial statements based on the exchange rate existing at the time of the transactions. Monetary items denominated in foreign currencies at the year end are restated at year end rates.

InvestmentsLong term Investments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary.

InventoriesInventories are measured at lower of cost or net realisable value. Cost of Finished goods include cost of purchase, cost of conversion and other cost including manufacturing overhead in bringing them to their respective present location and condition. Cost of raw material, packing material and spares are determined on first in first out basis.

Impairment of AssetsAn asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. As impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

Recognition of Revenue and ExpenditureAll revenue and expenditure are recognised and accounted for on accrual basis. Processing Charges also includes labour charges.

TaxationProvision for taxation of income tax is made on the basis of the taxable profit computed for current accounting year in accordance with the Income Tax Act 1961.Deferred Tax resulting from timing differences between Book Profits and Tax Profits is accounted for at the current rates of tax to the extent the timing difference are expected to crystallise, in case of Deferred Tax Liabilities with reasonable certainty and in case of Deferred Tax Assets with virtual certainty that there would be adequate future taxable income against which such Deferred Tax Assets can be realised.

Employee BenefitsShort term employee benefits are recognised as expense at the undiscounted amount in the Profit and Loss Account of the year in which the related service is rendered. In case of provision of gratuity the Company has entered into an agreement with the SBI Life Insurance company to administer its gratuity scheme, current year amount payable on the basis of actural valuation is provide and premium paid is charged to Profit and Loss Account. Provision for leave encashment is recognised as expense in the Profit and Loss Account for the year in which employee has rendered services.

Borrowing CostInterest and other costs in connection with the borrowing of the funds to the extent related/attributed to the acquisition/construction of qualifying fixed assets are capitalized upto the date when such assets are ready for its intended use and other borrowing costs are charged to Profit & Loss Account.

Provision, Contingent Liabilities and Contingent AssetsProvision involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statement.

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Note : 2 Share Capital

Sr.

No.Particulars

1 Authorized Share Capital

a 3,65,00,000 (3,65,00,000) Equity Shares of Rs. 10/- each

b 35,00,000 (35,00,000) Shares,Redeemable, Non Cumulative,Non

convertible Preference Share of Rs. 10/- Each

c 29,62,102 (29,62,102)- 0% Optionally convertible,redeemable


d 70,37,898 (70,37,898) - Redeemable Preference shares of Rs.10/-each

e 1,00,00,000 (Nil) 0% Redeemable Preference Shares of Rs. 10 each

2 Issued, Subscribed & Paid Up Capital (fully paid)

a 2,58,66,831 (2,58,66,831) Equity Shares of Rs. 10/- each

b 35,00,000 (35,00,000) Shares,Redeemable, Non Cumulative,

Non convertible Preference Share of Rs. 10/- Each

c 29,62,102 (29,62,102) - 0% Optionally convertible,redeemable


d 55,00,000 (Nil) 0% Redeemable Preference Shares of Rs. 10 each

Total

a Name of Shareholders hold more than 5% of Shares

Equity Shares:-

Rajratan Exports Private Limited

PDPL Holding Private Limited

Mahaganpati Investments Private Limited

MVG Mercantile Private Limited

Redeemable, Non Cumulative, Non convertible Preference Shares

PDPL Holding Private Limited

0% Optionally convertible, redeemable preference shares:-

MVG Mercantile Private Limited

0% Redeemable preference shares:-

Mahaganpati Investments Private Limited

b Detail of Shares allotted in last five years in each class other than

value received in cash

Equity Shares

-Shares issued pursuant to scheme of amalgamation sanctioned by

Hight court

-Bonus Shares Issued by capitalisation of general reserve

0% Optionally convertible, redeemable preference shares

Shares issued pursuant to scheme of amalgamation sanctioned by

Hight court

c 29,62,102 (29,62,102) 0% optionally convertible, redeemable preference shares are convertible in equity shares or st

redeemed upto 1 Nov, 2013. If converted, each preference share shall be replaced by one equity share of the Company.

st As at 31 March,

2012

st As at 31 March,

2011

36,50,00,000 36,50,00,000

3,50,00,000 3,50,00,000

2,96,21,020 2,96,21,020

7,03,78,980 7,03,78,980

10,00,00,000 -

66,66,665

66,66,665

32,17,120

32,17,120

16,00,000

16,00,000

57,73,497

57,73,497

35,00,000

35,00,000

29,62,102

29,62,102

55,00,000

-

43,30,123

43,30,123

1,20,66,708

1,20,66,708

29,62,102

29,62,102

25,86,68,310 25,86,68,310

3,50,00,000 3,50,00,000

2,96,21,020 2,96,21,020

5,50,00,000 -

60,00,00,000 50,00,00,000

37,82,89,330 32,32,89,330

Number of Shares Number of SharesParticulars


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Note : 3 Reserve & Surplus

Sr.

No.Particulars

1 Capital Reserve

2 General Reserve

3 Securities Premium reserve

Balance brought forward from previous year

Add: Premium on Shares issued during the year

Closing of Security Premium ReserveBalance

4 Amalgamation Reserve

5 Revaluation Reserve


Less: Depreciation on revalued amount

Closing of Revaluation ReserveBalance

6 Surplus (Profit & Loss Account)


Add/Less: Profit/Loss for the year

Closing of Profit & Loss AccountBalance

Total

Note : 4 Long Term Borrowings

Sr. No.

Particularsst

As at 31 March, 2012

st As at 31 March,

2011

Secured-From Banks

1 Term Loans 1,51,17,28,793 73,44,51,744

Term Loans-Current 18,62,83,766 10,93,18,021

2 Corporate Loans 25,05,08,916 34,47,71,225

Corporate Loans-Current 6,34,39,250 1,97,95,111

3 Vehicle Loan 9,78,762 15,53,834

Vehicle Loan-Current 13,68,276 12,10,776

Unsecured

1 Security Deposit from Suppliers and Customers 13,43,85,016 17,52,68,003

2 Loans & Advances From Related Parties 8,15,10,475 21,84,77,400

Total 2,23,02,03,255 1,60,48,46,114


A Nature of security is as under:-

Parenteral Drugs (India) Limited

i Term Loans of Rs. 1,11,60,74,635/- (Rs. 75,37,43,158/-) are secured by first pari passu charge on entire fixed assets of the Company and second pari passu charge on entire current assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and first exclusive charge by way of pledge of 6,66,666 equity shares of PDIL held by Rajratan Exports Private Limited and first exclusive charge by way of pledge of fixed deposit and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, two director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

ii Term Loans of Rs. 1,34,09,294/- (Rs. 2,06,91,947/-) are secured by first pari passu charge on entire fixed assets of the Company and second pari passu charge on entire current assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, one director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

st As at 31 March,

2012

st As at 31 March,

2011

61,00,000 61,00,000

9,38,24,793 9,38,24,794

2,03,70,74,013 2,03,70,74,013

49,50,00,000 -

2,53,20,74,013 2,03,70,74,013

3,44,22,288 3,44,22,287

1,20,64,189 1,21,06,128

41,940 41,939

1,20,22,249 1,20,64,189

57,53,73,315 53,11,69,744

-53,37,82,100 4,42,03,571

4,15,91,215 57,53,73,315

2,72,00,34,558 2,75,88,58,598


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iii Corporate Loans of Rs. 27,98,25,993/- (Rs. 31,85,49,734/-) are secured by first pari passu charge on entire fixed assets of the Company and second pari passu charge on entire current assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and first exclusive charge by way of pledge of 26,66,666 equity shares of PDIL held by Rajratan Exports Private Limited and first exclusive charge by way of pledge of fixed deposit and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, two director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

iv Vehicle Loan of Rs. 14,61,678/- (Rs. 22,03,710/-) are secured by hypothecation of bus.

Punjab Formulations Limited

i Term Loans of Rs. 39,22,047/- (78,03,098/-) is secured by first charge on fixed assets of the Company & second charge on curret assets of the Company & personal guarantee of the directors.

ii Corporate Loans of Rs. 3,41,22,173/- (4,60,16,602/-) is secured by first charge on fixed assets of the Company & second charge on curret assets of the Company & personal guarantee of the directors.

iii Vehicle Loans of Rs. 3,84,252/- (5,60,900/-) is secured by hypothication of vehicle financed.

Goa Formulations Limited

i Term Loan of Rs. 56,46,06,583/- (Rs. 6,15,31,562/-) is secured by first charge on fixed assets of the Company and second charge on current assets of the Company and equitable mortgate of property belonging to Parenteral Biotech Limited and pledge of 7,50,000 equity shares of PDIL held by Mahaganpati Investments Private Limited and personal guarantee of four directors and corporate guarantee of Parenteral Drugs (India) Limited and Parenteral Biotech Limited.

ii Vehicle loan of Rs. 5,01,108/- (Nil) is secured by hypothication of vehicle financed.

B Parenteral Drugs (India) LimitedTerm Loan include Rs. 2,09,11,719/- (Rs.87,80,965/-) as interest due.Corporate Loan include Rs. 65,17,077 (Rs. 33,78,509/-) as interest due.Vehicle Loan include amount of Rs. 1,65,282/- (Rs. 3,99,426/-) unmatured interest.

Punjab Formulations LimitedTerm Loan include amount of Rs. 48,525/- (Nil) as interest due. Corporate Loan include amount of Rs. 4,22,173/- (Rs. 16,602/-) as interest dueVehicle Loan include amount of Rs. 45,848/- (Rs. 1,03,800/-) unmatured interest.

Goa Formulations LimitedTerm Loan include Rs. Nil (Rs. 48,96,406/-) as interest due.

C Parenteral Drugs (India) LimitedthTerm Loan Installment of Rs. 11,50,000/- which is due in March'12 is paid on 20 April, 2012

thTerm Loan Installment of Rs. 12,50,000/- which is due in March'12 is paid on 4 May, 2012

Punjab Formulations LimitedCorporate Loan installment of Rs. 41,00,000/- which is due in March'12 is paid on 28th April 2012

D Parenteral Drugs (India) Limited

Repayment schedule of Term loans and Corporate loans is as under:-Payable from 2013-14 to 2014-15 46,71,12,000 Payable from 2015-16 to 2016-17 47,94,66,000 Payable from 2017-18 to 2018-19 30,42,50,000 Repayment schedule of Vehicle Loan is as under:-Payable from 2013-14 to 2014-15 16,26,960

Punjab Formulations Limited

Balance amount of corporate loan is payable fully in the year 2013-14

Balance amount of vehicle loan is payable fully in the year 2013-14

Goa Formulations Limited

Repayment schedule of Term loans is as under:-Payable from 2013-14 to 2014-15 17,24,00,000 Payable from 2015-16 to 2016-17 19,48,00,000 Payable from 2017-18 to 2019-2020 23,86,00,000

New Term loan of Rs. 64,40,00,000/- is sanctioned in Oct'11 and first installment payable from Nov'12Old term loan repaid in full before disbursment of New term loanRepayment schedule of Vehicle Loan is as under:-Vehicle Loan repayable in equitable monthly installment of Rs. 13,125/-


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Note : 5 Short Term Borrowings

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Secured-From BanksWorking Capital Loans repayable on demand 1,59,91,43,301 1,65,02,49,244

Total 1,59,91,43,301 1,65,02,49,244


A Nature of Security is as under:-Parenteral Drugs (India) Limited

a Working Capital Loans of Rs. 85,63,25,998/- (Rs. 94,24,30,355/-) are secured by first pari passu charge on entire current assets of the Company and second pari passu charge on entire fixed assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and first exclusive charge by way of pledge of 6,66,666 equity shares of PDIL held by Rajratan Exports Private Limited and first exclusive charge by way of pledge of fixed deposit and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, two director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited.

b Working Capital Loans of Rs. 35,33,28,068/- (Rs. 35,24,56,428/-) are secured by first pari passu charge on entire current assets of the Company and second pari passu charge on entire fixed assets of the Company and first pari passu charge by way of equitable mortage of property belonging to Diamond Crystal Private Limited situated at Nemawar Road, Indore and equitable mortage of office property belonging to Parenteral Medicine Limited situated at Andheri (W), Mumbai and personal guarantee of two Managing Directors, one director, Smt. Alpana Gupta, HUF of three directors, Diamond Crystal Private Limited, Rajratan Exports Private Limited. Punjab Formulations LimitedWorking Capital Loan of Rs. 20,49,79,035/- (19,23,00,411/-) is secured by first charge on current assets of the Company & second charge on fixed assets of the Company & personal guarantee of the directors.

Goa Formulations LimitedWorking Capital Loan of Rs. 2,95,60,331/- (Rs. 5,07,36,907/-) is secured by first charge on current assets of the Company and second charge on fixed assets of the Company and equitable mortgate of property belonging to Parenteral Biotech Limited and pledge of 7,50,000 equity shares of PDIL held by Mahaganpati Investments Private Limited and personal guarantee of four directors and corporate guarantee of Parenteral Drugs (India) Limited and Parenteral Biotech Limited.

Parenteral Surgicals LimitedWorking Capital Loans of Rs. 7,71,81,184/- (Rs. 4,58,93,044/-) is secured by first charge on current assets of the Company and personal guarantee of three directors of Holding Company, Corporate Guarantee of Parenteral Drugs (India) Limited

Parentech Healthcare LimitedWorking Capital Loan of Rs. 39,070,419/- (25,665,303/-) is secured by first charge on current assets of the Company & personal guarantee of the directors.

Mascareignes Pharmaceuticals Manufacturing Co. Ltd.Secured by all assets of the company.

B Parenteral Drugs (India) LimitedWorking Capital Loan include amount of Rs. 6,72,936/- (Rs. 5,56,719/-) as interest due.Punjab Formulations LimitedWorking Capital Loan include amount of Rs. 3,31,905/- (Nil) as interest due.

Note : 6 Other Current Liabilities

Sr.

No.Particulars

stAs at 31 March,

2012

stAs at 31 March,

2011

1 TDS Payable 1,01,39,473

1,20,99,676

2 Sales Tax Payable & Service Tax 50,84,847

61,36,967 3 Provident Fund, ESIC & Professional Tax Payable 28,83,231

33,48,619 4 Advances from Customers 9,77,42,680

8,86,90,000

Total 11,58,50,232

11,02,75,262 Note : 7 Short Term Provisions

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

a Provision for employee's benefit

1 Provision for Bonus 54,93,854

57,67,574

2 Provision for Gratuity & Leave Encashment 3,12,41,408

1,75,81,813

b Others

1 Excise Duty Provision 82,16,871

40,61,337

2 Income Tax Provision 25,85,520 4,24,65,289

Total 4,75,37,653 6,98,76,013

1


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TES TO

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Note : 9 Non Current Investment

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Trade Investments

1 Investment in Equity Instrument

In Equity Shares of Other Company-Fully paid up (Quoted)

Medicaman Biotech Limited 1,00,000

1,00,000

In Equity Shares of Other Company-Fully paid up (Unquoted)

Prolog Limited 1,56,338

1,56,338

2 Investment in Government or trust securities-Fully paid up (Unquoted)

National Saving Certificate 10,000

10,000

Total 2,66,338

2,66,338

Aggregate amount of quoted investments 1,00,000

1,00,000

Market value of quoted investments 1,33,000

2,49,500

Aggregate amount of unquoted investments 1,66,338

1,66,338

Note : 10 Long Term Loans and Advances

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Long Term Loans and Advances (Unsecured, Considered Good)

1 Security Deposit * 6,48,72,775

5,04,67,564

2 Loans & Advances to related parties 11,60,002

3,50,001

3 Loans & Advances due from Directors/Related Private Companies 8,32,96,755

11,76,39,683

4 Other Trade Advances 9,19,93,955

8,95,76,932

(Recoverable in cash or in kind or value to be received)

Total 24,13,23,487

25,80,34,180

Detail of Loans and Advances to related parties

Mahaganpati Investments Private Limited 11,60,000

3,50,001

Total 11,60,000

3,50,001

Detail of Loans and Advances due from Directors/Related Private Companies

Anil Mittal 1,27,24,517 1,27,33,474

KRM Holdings Private Limited - 1,50,00,000

Anitas Exports Private Limited 6,90,13,938 7,64,81,097

Simtrad Overseas Private Limited - 1,20,00,000

Dilip Narwate 15,58,300 14,25,112

Total 8,32,96,755 11,76,39,683

* Security Deposits include fixed deposits.

Note : 11 Other Non Current Assets

Sr. No. Particularsst As at 31 March,

2012

st As at 31 March, 2011

1 Miscellenous Expenditure & Pre-Operative Expenses 17,65,22,707 12,79,15,938 (To the extent not written off or adjusted)

2 Deferred Revenue Expenditure 49,60,259

99,20,518

(To the extent not written off or adjusted) (upto F.Y. 2012-13)

Total 18,14,82,966

13,78,36,456


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Note : 12 Current Investment

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

Trade Investments

Investments in Mutual Funds-Fully paid (Unquoted)

SBI Mutual Funds -

4,00,00,000

Total -

4,00,00,000

a Basis of Valuation of investment at cost or NRV, whichever is lower

b Aggregate amount of unquoted investments -

4,00,00,000

Note : 13 Inventories*

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Raw Material 27,56,50,854

32,79,30,160

2 Finished Goods 46,34,47,028

58,08,80,052

Total 73,90,97,882

90,88,10,212

* Inventories are valued at lower of cost or net realisable value

Note : 14 Trade Recievables

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Outstanding for more than six months

Unsecured, Considered Good 36,18,14,726

5,02,60,458

2 Others

Unsecured, Considered Good 55,72,25,731

1,02,48,34,048

Total 91,90,40,457

1,07,50,94,506

Note : 15 Cash & Cash Equivalent

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Balance with Bank 1,80,20,025

1,18,81,617

2 Cheques on Hand 4,12,53,580

3,25,83,641

3 Cash on Hand 39,69,296

31,85,614

4 Balance with Bank as Margin Money* 7,00,35,634

3,41,26,695

Total 13,32,78,535

8,17,77,567

*Inclueds fixed deposits maturing after 12 months of Rs. 21,00,000/- (Rs. 21,00,000/-)

Note : 16 Short Terms Loans and Advances

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Advances to Suppliers (Unsecured, Considered Good) 9,32,35,579

16,24,23,519

Total 9,32,35,579

16,24,23,519

Note : 17 Other current assets

Sr.

No.Particulars

st As at 31 March,

2012

st As at 31 March,

2011

1 Accrued & Prepaid 50,37,692

31,63,321

2 Advance Sales Tax 52,40,475

-

3 Advance Income Tax & TDS 34,03,759

1,24,66,368

4 Income Tax Payment on a/c of pending assessment/appeal 98,18,648

2,56,47,365

5 Advance Fringe Benefit Tax 12,87,697

12,87,697

Total 2,47,88,270

4,25,64,751

1


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Note : 18 Revenue from Operations

Sr.

No.Particulars



1 Sale of Products 3,34,82,57,384 4,82,19,41,776

2 Other Operating Revenues 5,33,29,655 2,69,08,596

Total Revenue 3,40,15,87,039 4,84,88,50,372

3 Less : Excise Duty 7,64,86,677 2,66,68,619

Total (Net) 3,32,51,00,362 4,82,21,81,753

Note : 19 Other Income

Sr. No.

Particulars For the year end st31 March, 2012


1 Interest Income 40,95,989 23,60,213

2 Dividend Income - 7,500

3 Net gain/loss on sale of investments - 15,73,346

4 Other non-operating Income 2,94,771 20,42,417

Total 43,90,760 59,83,476

Note : 20 Cost of Material Consumed

Sr.

No.Particulars



1 Granules Consumed 59,55,12,914 73,77,43,483

2 Other Material Consumed 91,76,51,790 1,53,87,49,344

Total 1,51,31,64,704 2,27,64,92,827

Note : 21 Change in Inventories

Sr.

No.Particulars



1 Opening Stock of finished goods and work in progress 56,77,05,830 53,68,99,389

2 Closing Stock of finished goods and work in progress 45,22,32,183 56,77,05,830

Change in Inventories 11,54,73,647 -3,08,06,441

Note : 22 Employee Benefit Expenses

Sr.

No.Particulars



1 Salaries 16,58,78,088 17,46,27,545

2 Contribution to provident and other fund 1,92,84,747 1,85,53,416

3 Staff welfare expenses 15,84,252 24,33,155

4 Other employee benefits expenses 5,94,80,144 6,20,96,426

Total 24,62,27,231 25,77,10,542


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Note : 23 Finance Cost

Sr.

No.Particulars



1 Interest expenses 44,80,24,422 25,96,45,709

2 Other borrowing costs 3,60,40,518 2,58,56,830

Total 48,40,64,939 28,55,02,539

Note : 24 Other Expenses

Sr.

No.Particulars



Manufacturing Expenses

1 Processing Charges 9,65,70,933 13,96,23,766

2 Power and Fuel 11,80,38,474 14,49,60,672

3 Consumption of stores and spare parts 52,66,874 87,25,869

4 Repair to machinery 94,54,245 1,13,08,168

5 Miscellaneous Manufacturing expenses 3,92,24,616 4,15,41,299

Total Manufacturing Expenses 26,85,55,142 34,61,59,774

Administrative Expenses

1 Rates and Taxes 9,79,30,956 13,72,99,299

2 Rent 1,70,49,746 1,45,47,188

3 Insurance 46,33,395 28,69,027

4 Postage, Telegram & Telephone 2,13,97,467 2,40,20,163

5 Legal and Professional expenses 2,52,08,909 3,05,38,574

6 Directors' Remuneration 85,20,000 84,00,000

7 Auditors' Remuneration 3,15,600 3,15,600

8 Repair to Building 11,92,944 12,73,099

9 Foreign Currency transaction gain/loss (net) 52,05,141 -

10 Miscelleneous administrative expenses 4,64,44,390 5,79,03,688

Total Administrative Expenses 22,78,98,548 27,71,66,638

Selling and Distribution Expenses

1 Travelling expenses 15,12,58,513 19,48,09,816

2 Business Promotion 1,81,21,249 2,36,46,412

3 Carriage Outward 31,90,49,893 30,21,43,667

4 Advertising, publicity and conference 51,54,832 1,07,12,729

5 Sales Commission 9,23,78,712 8,68,92,985

6 Miscelleneous selling and distribution expenses 68,43,563 83,13,016

Total Selling and Distribution Expenses 59,28,06,762 62,65,18,625

Total 1,08,92,60,453 1,24,98,45,037


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Note 25 Segmental Reporting

The Company is principally engaged in the business of pharmaceutical. Accordingly there are no segments as per Accounting Standard 17 “Segmental Reporting” issued by the Institute of Chartered Accountants of India.

Note 26 Calculation of Basic and Diluted Earning per share

Particulars 2011-12 2010-11

Earnings available for Equity Shareholders

Profit/Loss After Tax -53,37,82,100 4,42,03,571

Earnings for Basic and Diluted Earning per Share -53,37,82,100

4,42,03,571

Per Share for Basic and Diluted Earning per Share

No. of Equity Shares Outstanding 2,58,66,831

1,94,00,123

Add: Bonus Shares Issued during the previous year 3:1 - 64,66,708

Total Weighted Average No. of Shares 2,58,66,831

2,58,66,831

Basic and diluted earning per share -20.64

1.71

Note 27 Deferred Tax Liabilities

Consequent to the issuance of Accounting Standard 22 “Accounting for Taxes on Income” by the Institute of Chartered Accountants of India, the Company has recognised the deferred tax liability aggregating to Rs. 4,58,50,784/- (Rs. 72,61,036/-) in the Profit & Loss Accounts in the current year.

Particularsst

As at 31 March,

2011

Arising During the

year

stAs at 31 March,

2012

Deferred Tax Liabilties

-Timing Difference in Depreciation 28,06,79,982

5,00,35,604

33,07,15,586

-Expenses disallowed u/s 43B of Income Tax Act 8,78,691

1,97,089

10,75,780

Total Deferred Tax Liabilties 28,15,58,673

5,02,32,693

33,17,91,366

Deferred Tax Assets

- Timing Difference in disallowance u/s 91,17,665

30,40,571

1,21,58,236 43B of Income Tax Act, 1961

- Carried forward lossess as per Income Tax Act 55,86,140

-

55,86,140

- MAT Credit available 8,73,16,221

13,41,338

8,86,57,559

Total Deferred Tax Assets 10,20,20,026

43,81,909

10,64,01,935

Net Deferred Tax Liabilties 17,95,38,647

4,58,50,784

22,53,89,431







Whole-time Director




70

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PARENTERAL DRUGS (INDIA) LIMITED, MUMBAIREGD. OFFICE: 340, LAXMI PLAZA, LAXMI INDUSTRIAL ESTATE,

NEW LINK ROAD, ANDHERI (WEST), MUMBAI-400 053

ATTENDANCE SLIP(Please complete this attendance slip and hand it over at the entrance of the entrance of the meeting hall)

thI/We hereby record my/our presence at the 28 Annual General Meeting of the members of PARENTERAL thDRUGS (INDIA) LIMITED held on 29 September, 2012 at The Classique Club, Behind Infinity Mall, Link Road,

Opposite Raheja, Oshiwara, Andheri (West), Mumbai-400 053 at 9.30 A.M.

NAME(S) OF THE MEMBER(S) REGISTERED FOLIO NO.

Name of the Proxy (in block letters)

(To be filled in if the proxy attends instead of Member) Member's / Proxy's Signature

PROXY FORM

PARENTERAL DRUGS (INDIA) LIMITED, MUMBAIREGD. OFFICE: 340, LAXMI PLAZA, LAXMI INDUSTRIAL ESTATE,

NEW LINK ROAD, ANDHERI (WEST), MUMBAI-400 053

I/We………………………………………………….. of …………………………. being a member/members of

PARENTERAL DRUGS (INDIA) LIMITED hereby appoint Mr. /Mrs..……………………………failing him/her Mr./Mrs

……………………………….. of ………………………………………….. as my /our proxy to vote for me/us on my/our th thbehalf at the 28 Annual General Meeting of the Company to be held on 29 September, 2012 and /or at any

adjournment thereof.

Signed by the said ………………………..on this…………day of ………….2012.

Regd. Folio No. ………………

Note :

1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy and the Proxy need not be a member of the Company.

2. The Proxy must be deposited at the Registered Office of the Company not less than 48 hours before at the time fixed for the Annual General Meeting.

Affix 15 Ps.Revenue

Stamp

71

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PARENTERAL DRUGS (INDIA) LIMITED

Shree Ganesh Chambers, Navlakha Crossing,A.B. Road, Indore - 452 001 (M.P.) India

If undelivered please return to :

To,

Book Post

Documents

Balance Sheet 2011-12 cdr-13 · STRENGTHENING OURSELVES FOR TOMORROW 3 N O T I C E NOTICE is hereby given that the 28th Annual General Meeting of the members of Parenteral Drugs (India)