May 11, 1999

NAME

ELDER PHARMACEUTICALS LIMITED

REGISTERED OFFICE

11-B Dhanraj Mahal, Apollo Bunder, Mumbai – 400 039, India.

Tel. No. 91-22-283 58 02 / 283 58 03 / 283 19 37

Fax No. 91-22-287 18 68

E-mail elder@bom3.vsnl.net.in

FACTORY

1) D-219 & D-220, T.T.C. Industrial Area, New Bombay – 400 706, India.

Tel. No. 91-22-767 23 43 / 768 58 03 / 768 33 13

Fax No. 91-22-768 59 87

2) C-21/2, T.T.C. Industrial Area, Village : Pawne, Navi Mumbai – 400 704, India

BRANCH

Mumbai :

Prospect Chambers, 2^nd Floor, D. N. Road, Mumbai – 400 001, India.

Tel. No. 91-22-204 32 57

Calcutta :

12-A Rani Bhawani Road, Raki House, Calcutta – 700 026, India.

Tel. No. 91-33-466 88 75 / 466 67 57

Chennai :

158 Arcot Road, II Floor, Eastern Wing, Chennai – 600 026, India.

Tel. No. 91-44-825 63 36 / 825 62 46 / 825 85 34

Fax No. 91-44-481 23 40

New Delhi :

S-56 Rajouri Garden, New Delhi – 110 027, India.

Tel. No. 91-11-546 89 27 / 546 92 21 / 512 37 15

Fax No. 91-11-546 57 57

HISTORY

The company was incorporated on 2^nd April, 1983 at Mumbai in Maharashtra having Company Registration Number 29714.

LEGAL FORM

It is a Closely Held Public Limited Liability company.

DIRECTORS

Dr. K. Kalyan Chairman

Mr. J. Saxena Managing Director

Mr. M. V. Thomas Director (Finance)

Mr. V. J. Carrasco

Mr. Ajitkumar K. Hamlai

BUSINESS

The company is engaged in manufacturing and marketing of Pharmaceuticals in the form of Tablets, Capsules, Injectables, Ointments, Syrup / Liquids and Powder. The company’s production during the year 1996-97 was as under :

*Class of Goods*	Units	1996-97	1995-96

Tablets	Million	300.924	337.628
Capsules	Million	100.563	62.120
Injectables	Million	9.137	4.938
Ointments	Tonnes	3.086	1.687
Syrup / Liquids	Kilo Litres	27.799	30.164
Powders	Kgs.	9.680	78.200

The management states in its annual report for the period ended 31^st March, 1997 that the company achieved a turnover of Rs.1,079.071 millions which was Rs.129.931 millions higher that the previous year marking an increase equivalent to 13.69% over the previous year. Inspite of better turnover the profit before and after tax was at a low figure of Rs.34.992 millions and Rs.25.992 millions respectively.

The company has entered into an agreement with the Chaudhary Group of Nepal for setting up a Join Venture company in Nepal. The said Joint Venture company, Chaudhary – Elder Laboratories Private Limited, has been established and has started the work of setting up a manufacturing unit for pharmaceutical formulations at Biratnagar in Nepal.

The company’s wholly owned subsidiary Jimp Capsule and Chemical Private Limited has been amalgamated with the company w.e.f. 1^st January, 1996.

The company imports raw materials from Europe and Far East against L/C, D/A and D/P terms.

The company employs 300 persons.

ASSOCIATE COMPANIES

K Elder Health Care Limited

K Semit Pharmaceuticals & Chemicals Private Limited

K Akshaya Holdings Private Limited

BANKERS

K Union Bank of India, 66/80 Bombay Samachar Marg, Fort, Mumbai – 400 023, India

K ICICI Banking Corporation Limited, Free Press House, 215 Nariman Point, Mumbai – 400 021, India

AUDITORS

K S. S. Khandelwal & Company

Chartered Accountants

Fountain Chambers, Nanabhai Lane, Mumbai – 400 023, India.

FINANCIAL INFORMATION

The company’s last available financial information for the period ended 31^st March, 1997 is enclosed herewith.

CAPITAL STRUCTURE

Authorised Capital :

1,00,00,000 Equity Shares of Rs.10/- each : Rs.100.000 millions

Issued, Subscribed & Paid-up Capital :

61,14,454 Equity Shares of Rs.10/- each : Rs.61.145 millions

COMMENTS

Subject is a well-established pharmaceutical company having satisfactory track. Directors are reported as experienced, respectable and having satisfactory means of their own. Payments are reported as slow but correct.

The company can be considered normal for business dealings at usual trade terms and conditions.

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IMPORTANT FINANCIAL INFORMATION FOR TWO PERIODS

[figures are in Rupees Millions]

*PARTICULARS*	31.03.1997	31.03.1996

Sales Turnover [including other income]	1,074.225	949.140

Profit/(Loss) Before Tax	34.992	50.321
Provision for Taxation	9.000	8.000
Profit/(Loss) After Tax	25.992	42.321

Earnings in Foreign Currency :
Export Earnings	76.482	106.202

Imports :
Raw Materials	155.655	165.161

ABRIDGED BALANCE SHEET AS ON 31^ST MARCH, 1997