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Directors Report of Elder Health Care Ltd.

Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting this Twenty Sixth Annual Report of your Company together with the Audited Accounts for the year ended ended 30th June, 2014. The comparative figures of the financial results of the Company for the year under review vis-a-vis those of the last year are given below:

FINANCIAL RESULTS

Particulars Year ended 15 months period Ended 30.06.2014 30.06.2013 (Rs. In lacs) (Rs. in lacs)

Sales/Income from Operations 7069.25 18654.21

Other Income 27.73 42.56

Profit/(Loss) before interest, Depreciation & Taxation (376.30) 1348.59

Profit/(Loss) after exceptional item, interest and Depreciation (3230.38) 160.65

Profit/(Loss) before Taxation (3230.38) 160.65

Provision for Taxation nil 35.00

Provision for Deferred Taxation (3.39) (34.14)

Profit/(Loss) after Taxation (3233.77) 159.79

Income Tax for earlier years (127.09) 0.00

Profit/(Loss) brought forward (3360.86) 639.02

Profit available for appropriation out of which Directors recommend appropriations as under - 798.81

Transfer to General reserve - -

Balance carried to Balance Sheet (3360.86) 798.81

OPERATIONS

During the twelve months under review, your Company achieved a turnover of Rs. 7069.25 lacs during the year under review as against that of Rs. 18654.21 lacs for the 15 months period ended 30.06.2013 during the last year. The Profit /(loss) before tax and after tax for the year ended under review was Rs. (3230.38) lacs and Rs. (3233.77) lacs respectively as compared to Rs. 160.65 lacs and Rs. 159.79 lacs during the 15 months period ended 30.06.2013. In view of losses incurred during the year under review, the Directors do not recommend any dividend for the year under review.

During the year under review, the turnover of the company has declined due to discontinuance of many products viz. Richfeel and Stay on etc. However, the Company is concentrating on developing its own products in future.During the year, the Company had to write off certain old Trade receivables to the extent of Rs. 1896.57 lacs since the same were found non recoverable.

MANAGEMENT DISCUSSION AND ANALYSIS :

The detailed analysis of the operating performance of the Company for the year ended 30.06.2014, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis Section which forms a part of the Annual Report.

DIRECTORS

Mrs. Urvashi Saxena who retires by rotation has resigned as independent director w.e.f. 13th February 2015 with an intent not to be re-appointed and company resolved not to fill in the vacancy.

Mr. B.L. Gupta who retires by rotation has resigned as independent director w.e.f. 12th December 2014 with an intent not to be re-appointed and company resolved not to fill in the vacancy.

There is no re-appointment of any director who are retiring by rotation. Therefore as required under Clause 49 of the Listing Agreement, details are not given in the report on Corporate Governance,forming part of this Annual Report. The company shall induct requried number of independent Directors to conform to clause 49 of the listing requriements in duecourse.

BANKERS

During the year under review, The Saraswat Co-operative Bank Limited, Bankers to the Company who had sanctioned various credit facilities to the Company have transferred and assigned all the facilities to Phoenix ARC Pvt Ltd., Mumbai. Discussions with the said asset reconstruction company is under process.

ASSETS

Fixed Assets worth Rs. 9.14/- lacs were sold during the year ended on 30.06.2014. The Company is in the process of reviewing its assets and stocks at various locations for providing adequate insurance cover.

AUDITORS

The Statutory Auditors of the Company, M/s. S. S. Khandelwal & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s. S.S. Khandelwal & Co. have expressed their willingness to act as the statutory auditors of the Company and has furnished a certificate that their appointment, if made, would be in conformity with the provisions of Section 139 of the Companies Act, 2013. As per the recommendation of Audit Committee, the Board proposes the re-appointment of M/s. S.S. Khandelwal & Co., Chartered Accountants as Statutory auditors for a term of three years commencing from the conclusion of this ensuing Annual General Meeting till the conclusion of Annual General Meeting for the financial year 2016-17, subject to ratification by shareholders at each subsequent Annual General Meeting. Members are requested to re-appoint the Statutory Auditors.

AUDITORS'' REPORT:

The comments/observations of the Auditors, if any, are self explanatory and do not call for any further explanation or clarification except the following:

As regards comments of Auditors under Basis for Qualified Opinion item No.1 Fixed Assets, some of the plant and machineries have not been fully operational during the year due to discontinuance of various divisions/products and certain factors beyond the control of the management. However, Company has already initiated complete restructuring internally and is confident of factories to be functional at its optimum level in the coming years. Under item No. 2 Legal suits- the Company is in the process of settling the cases that are filed against the Company. As regards Auditors comments on Emphasis of matter item No. 1, the management believes that the going concern assumption is not affected in view of management''s efforts to streamline company''s operations. As regards the comments of Auditors in item no. (vi) of annexure to Auditors'' Report in respect of strengthening the internal audit system, the Company is taking due care of the same. As regards the comments of Auditors item no. (ix)(a) of Annexure to Auditors'' Rerport in respect of delays in payment of certain statutory dues, the Company has paid certain dues since the close of the year under review. As regards comments of Auditors in item no. (x) the Company had to write off its certain receivables which were not recoverable for long in spite of efforts to recover the same. As regards comments of Auditors in item no. (xi) outstanding dues of facilites sanctioned to the company by a bank were assigned and transferred to a Asset Reconstruction company by the bank on 28th March, 2014. Company is in negotiation with the said reconstruction company for a settlement.

COST AUDIT

In terms of the order issued by the Central government under section 233B of the Companies Act, 1956, the Company was required to appoint cost auditors to get the audit of the cost records of the company done by the member of the Institute of Cost & Works accountants of India (ICWA). Accordingly, the Company had appointed M/s. Sevekari, Khare & Associates, Cost Accountants, as the Cost Auditor for the financial year upto 2013-14. However, M/s. Sevekari, Khare & Associates have showed their unwillingness to continue as Cost auditors for the financial year 2014-2015. Accoridngly, pursuant to Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Cost records and Audit) Rules, 2014, the Board of Directors of the Company, on recommendation of the Audit Committee, has approved the appointment of Mr. T.M. Rathi, Mumbai, Cost Auditors to conduct the audit of cost records of the Company for the financial year 2014-15 at a remuneration of 1,00,000/- plus out of pocket expenses at actuals subject to ratification by the shareholders at the ensuing Annual General Meeting. Necessary resolution for appointment and fixing remuneration to the Cost Auditors is proposed for ratification of members in the ensuing Annual General Meeting.

The Cost Audit Reports of the Company for the year ended 31.03.2012 has been filed with the central government since the close of year under review. The Cost Audit reports for the years 2012-13 and 2013-14 are under finalization and shall be filed with central government soon.

DEPOSITS

Your Company has not invited or accepted deposits which are covered under Section 73 of the Companies Act, 2013 (corresponding Section 58A of the Companies Act, 1956) and the Rules made there under.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all members of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Member interested in obtaining a copy of the said statement may write to Company Secretary at the Administrative Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 30.06.2014;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 30.06.2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities; and

iv) that the Directors had prepared the accounts for the year ended 30.06.2014 on a ''going concern'' basis.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

According to clause 49 of the Listing Agreement, report on Management Discussion & Analysis, Corporate Governance as well as Auditors Certificate regarding the compliance with the conditions of corporate governance are attached herewith and forms part of this Annual Report.

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

A statement giving details of conservation of energy, technology absorption, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure I which forms as part of this Report.

ACKNOWLEDGEMENT

The Board desires to place on record, its appreciation to its employees at all levels.

Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, bankers and investors and look forward to their continued support.

For and on behalf of the Board of Directors Dr. Anuj Saxena


Jun 30, 2013

To, The Shareholders,

The Directors have pleasure in presenting this Twenty Fifth Annual Report of your Company together with the Audited Accounts for fifteen months ended 30.06.2013. The comparative figures of the financial results of the Company for the year under review vis-a-vis those of the last year given below:

FINANCIAL RESULTS

Particulars 15 Months Period Year Ended Ended 30.06.2013 31.03.2012 (Rs. in lacs) (Rs. in lacs)

Sales/Income from Operations 18654.21 15285.49

Other Income 42.56 61.79

Profit/(Loss) before interest, Depreciation & Taxation 1348.59 1363.60

Profit/(Loss) before Taxation 160.65 437.58

Provision for Taxation 35.00 92.00

Provision for Deferred Taxation -34.14 -101.77

Profit/(Loss) after Taxation 159.79 447.35

Income Tax for earlier years 0.00 0.00

Profit/(Loss) brought forward 639.02 191.67

Profit available for appropriation out of which Directors recommend appropriations as under 798.81 639.02

Transfer to General reserve - -

Balance carried to Balance Sheet 798.81 639.02

OPERATIONS

During the fifteen months under review, your Company achieved a turnover of Rs.18654.21 lacs for 15 months period ended 30.06.2013 as against that of Rs.15285.49 lacs for the 12 months ended 31.03.2012 during the last year. The Profit before tax and after tax for the 15 months period ended 30.06.2013 under review was Rs. 160.65 lacs and Rs. 159.79 lacs respectively as compared to Rs. 437.58 lacs and Rs. 447.35 lacs during the last year 12 months ended 31.03.2012. The Directors do not recommend any dividend for the year under review.

EXTENSION OF FINANCIAL YEAR OF THE COMPANY

Your Board of Directors at their meeting held on 15.04.2013 had decided to extend the financial year of the Company by three months so as end on 30.06.2013. Accordingly, financial statements have been prepared and annexed hereto for 15 months period ended 30.06.2013.

MERGER OF ELDER HEALTH CARE LIMITED WITH ELDER PHARMACEUTICALS LIMITED

The Board of Directors of the Company has decided at their meeting held on 14.05.2013 not to proceed with the merger of the company with Elder Pharmaceuticals Limited and necessary applications for withdrawal have been made before the High court at Mumbai.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis of the operating performance of the i Company for the fifteen months ended 30.06.2013, the state of I affairs and the key changes in the operating environment has ; been included in the Management Discussion and Analysis I Section which forms a part of the Annual Report.

DIRECTORS

Pursuant to Article 134 of the Articles of Association of the j Company and Section 256 of the Companies Act, 1956, Mr. Alok Saxena and Dr. Joginder Singh Juneja Directors of the Company are liable to retire by rotation at the ensuing Annual ; General Meeting, but being eligible offer themselves for re- appointment. You are requested to re-appoint them.

DEMISE OF DIRECTORS

Mr. Jagdish Saxena, Founder & Chairman of the Company passed away on 10.10.2013 after prolonged illness. The Board of Directors express their heartfelt condolences on his demise and wish to put on record his invaluable contribution towards growth of the Company. Further Board express their gratitutude and deep appreciation for the valuable guidance provided by him during his tenure of office. The Board of Directors of the Company express their deep condolences at the untimely demise of Mr. B.S. Bohra, director of the Company on 07.05.2013 and place on record his valuable contribution towards the growth of the Company ! during his tenure.

BANKERS

The Saraswat Co-operative Bank Limited continues to be the bankers of the company for the year under review. Your company has since been sanctioned certain working capital | facilities & Term Loan by the Saraswat Bank.

Your Directors sincerely thank the Bankers for their valuable j and timely support to the Company.

ASSETS

Fixed Assets worth Rs. 34.72/- lacs were added during the fifteen months period ended on 30.06.2013. All fixed assets and stocks of the Company are adequately insured.

AUDITORS

The Auditors, M/s. S. S. Khandelwal & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to act as Auditors of the Company, if re-appointed. Members are requested to re-appoint them and also to fix their remuneration. The comments/observations of the Auditors, if any, are self explanatory and do not call for any further explanation or clarification.

COST AUDIT

In terms of the order issued by the Central government under section 233B of the Companies Act, 1956, the Company was required to appoint cost auditors to get the audit of the cost records of the company done by the member of the Institute of Cost & Works accountants of India (ICWA). Accordingly, the Company has appointed M/s. Sevekari, Khare & Associates, Cost Accountants, as the Cost Auditor for the financial year 2013-2014 for formulations manufactured by the Company. The Cost Audit Reports of the Company for the year ended 31.03.2012 is under its finalization and the same will be filed with the central government soon.

DEPOSITS

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

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all members of the Company excluding the Statement of Particulars of Employers under Section 217(2A) of the Companies Act, 1956. Any Member interested in obtaining a copy of the said statement may write to Company Secretary at the Registered Office of the Company.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 15 months period ended 30.06.2013;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the 15 months period ended 30.06.2013 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities; and

iv) that the Directors had prepared the accounts for the 15 months period ended 30.06.2013 on a ''going concern'' basis.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

According to clause 49 of the Listing Agreement, report on Management Discussion & Analysis, Corporate Governance as well as Auditors Certificate regarding the compliance with the conditions of corporate governance are attached herewith and forms part of this Annual Report.

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

A statement giving details of conservation of energy, technology absorption, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure I which forms as part of this Report.

ACKNOWLEDGMENT

The Board desires to place on record, its appreciation to its employees at all levels.

Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, bankers and investors and look forward to their continued support.

For and on behalf of the Board of Directors

Place: Mumbai Dr. Anuj Saxena

Date: 13th November 2013 Managing Director


Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting this Twenty Third Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011. The comparative figures of the financial results of the Company for the year under review vis-a-vis those of the last year given below:

FINANCIAL RESULTS

Particulars Year Ended Year Ended 31.03.2011 31.03.2010 (Rs. in (Rs. in lacs) lacs) Sales/Income from Operations 11367.86 8028.90

Other Income 92.55 153.28

Profit/(loss) before interest, Depreciation & Taxation 767.35 395.46

Profit/(Loss) before Taxation 232.40 7.08

Provision for Taxation 5.00 1.10

Provision for Deferred taxation 13.41 1.00

Profit/(Loss) after Taxation 168.99 4.98

Income Tax for earlier years 8.44 (0.20)

Profit/(Loss) brought forward 31.12 25.95

Profit available for appropriation out of which Directors recommend appropriations as under 191.67 31.12

Transfer to General reserve - -

Balance carried to Balance Sheet 191.67 31.12

OPERATIONS

During the year under review, your Company achieved a turnover of Rs. 11367.86 lacs as against that of? 8028.90 lacs during the last year. The Profit before tax and after tax for the year under review was Rs. 232.40 lacs and Rs. 168.99 lacs respectively as compared to Rs. 7.08 lacs and Rs. 4.98 lacs during the last year. The Directors do not recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis Section which forms apart of the Annual Report.

DIRECTORS

Pursuant to Article 134 of the Articles of Association of the Company and Section 256 of the Companies Act, 1956, Mr. Alok Saxena, Director and Mr. Kishan Rao, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting, but being eligible offer themselves for re-appointment. You are requested to re-appoint them.

During the year Mr. Prem Ratan Gupta resigned as Director of the Company.

BANKERS

The Lakshmi Vilas Bank and Bank of Maharashtra continue to be the bankers for the Company during the year under review. Your Company has since been sanctioned certain working Capital facilities & Term Loan by The Saraswat Co-operative Bank Ltd. to the extent of Rs. 4700/- lacs.

The Saraswat Co-operative bank Limited has taken over the entire limit previously sanctioned by existing banks i.e. Lakshmi Vilas Bank and Bank of Maharashtra. Your Directors sincerely thank the Bankers for their valuable and timely support to the Company.

ASSETS

Fixed Assets worth Rs. 2,108,440 /- were added during the year under review. All fixed assets and stocks of the Company are adequately insured.

AUDITORS

The Auditors, M/s. S. S. Khandelwal & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to act as Auditors of the Company, if re-appointed. Members are requested to re-appoint them and also to fix their remuneration. The comments/observations of the Auditors, if any, are self explanatory and do not call for any further explanation or clarification.

COSTAUDIT

In terms of the Order issued by the Central Government under Section 233B of the Companies Act, 1956, the Company was required to appoint cost auditors to get the audit of the cost records of the Company done by member of the Institute of Cost & Works accountants of India (ICWA). Accordingly, the Company has appointed M/s. Sevekari, Khare and Associates, Cost Accountants, as the cost Auditor for the financial years 2010-11 and 2011 -12 for formulations manufactured by the Company. He would be required to submit the reports by 30th September, 2011 and 30th September, 2012 respectively.

DEPOSITS

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

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all members of the Company excluding the Statement of Particulars of Employers under Section 217(2A) of the Companies Act, 1956. Any Member interested in obtaining a copy of the said statement may write to Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31st March, 2011;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2011 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities; and

iv) that the Directors had prepared the accounts for the financial year ended 31 st March, 2011 on a 'going concern' basis.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

According to clause 49 of the Listing Agreement, report on Management Discussion & Analysis, Corporate Governance as well as Auditors Certificate regarding the compliance with the conditions of corporate governance are attached herewith and forms part of this Annual Report.

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

A statement giving details of conservation of energy, technology absorption, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure I which forms as part of this Report.

ACKNOWLEDGEMENT

The Board desires to place on record, its appreciation to its employees at all levels.

Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, bankers and investors and look forward to their continued support.

For and on behalf of the Board of Directors

J. Saxena Chairman

Place : Mumbai Date : 11th August, 2011

 
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