vardhaman laboratories ltd. · 2012-08-02 · dr. umesh patil and mr. rajendra petare retire by...

Vardhaman Laboratories Ltd.

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BOARD OF DIRECTORS Mr. Dharamchand Shah Chairman Mr. Sunil D. Shah Managing Director Mr. Sumedh Shah Whole Time Director Mr. Umesh Patil Non Executive

Independent Director Mr. Dayanand Naik Non Executive

Independent DirectorMr. Rajendra Petare Non Executive

Independent Director

AUDITORS M/s. V. T. & Associates Chartered Accountants, Sangli.

BANKERS

The Karad Urban Co-Op. Bank Ltd., Sangli.

REGD. OFFICE 1393, Peth Bhag, High School Road, Sangli – 416 416.

FACTORY

J-5, M.I.D.C. Kupwad (Sangli) – 416416 (Up to 30.06.2011)

REGISTRAR & SHARE TRANSFER AGENT M/s. Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078.

CONTENTS PAGE NO. Notice 03 Directors Report 04-05 Report on Corporate Governance 07-14 Auditors Report 15-17 Balance Sheet 18 Profit & Loss A/c. 19 Cash Flow Statement 20 Notes Forming part of Accounts 21-26 Letter to Shareholders on Green Initiative 27 Proxy Form & Attendance Slip 28


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NOTICE Notice is hereby given that the 27th Annual General Meeting of the Members of Vardhaman Laboratories Limited will be held on Friday the 03, August, 2012, at the Registered Office of the Company situated at 1393, Peth Bhag, High School Road, Sangli – 416 416 at 11:00 A.M. to transact the following business: - ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet for the year ended on 31st March, 2012 and Profit & Loss Account as on that date along with the Directors’ Report and the Auditors Report thereon.

2. To appoint a Director in place of Dr. Umesh Patil, who retires by rotation and, being eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr. Rajendra Petare, who retires by rotation and being eligible, offers

himself for re-appointment.

4. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED that Agrawal Naredi & Co., Chartered Accountants, Jalgaon (Firm Registration No. 122480W) be and are hereby appointed as the Auditors of the Company in place of M/s. V. T. & Associates, Chartered Accountants, Sangli, (Firm Registration No. 110017S) who will retire at the ensuing Annual General Meeting and will hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be fixed by the Board of Directors.”

By Order of the Board of Directors For Vardhaman Laboratories Limited

Sangli, 27th June, 2012 Sd/- Registered Office: SUNIL SHAH 1393, Peth Bhag, High School Road, SANGLI MANAGING DIRECTOR

Notes A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF

HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies in order to be effective must be received by the Company, not less than 48 hours before the commencement of the meeting.

The Register of Members and Share Transfer Register of the Company will remain closed from July 21, 2012 to August 03, 2012 (both days inclusive).

Shareholders desiring any information as regards the accounts are requested to write to the Company at least 10 days before the Annual General Meeting to enable the Management to keep the information ready.

Members are requested to kindly bring their copies of the Annual Report to the Meeting. Members/Proxies should bring the Attendance Slip sent herewith duly filled in for attending the Meeting. All documents relevant to the business to be transacted at this meeting will be available for inspection at the Registered

Office of the Company during office hours on all the working days up to the date of Annual General Meeting. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively),

has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialised form with their respective Depository Participants and in respect of shares held in physical form with VLL.

By Order of the Board of Directors

For Vardhaman Laboratories Limited

Sangli, 27th June, 2012 Sd/- Registered Office: SUNIL SHAH 1393, Peth Bhag, High School Road, SANGLI MANAGING DIRECTOR


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DIRECTORS’ REPORT

To, The Members, Of Vardhaman Laboratories Limited Your Directors are pleased to present the 27th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

(Amt in Rs)

Particulars 2011-2012 2010-2011 Sales & Other Income 59,46,287 1,24,66,143 Cost of Sales and Expenditure 59,14,519 1,30,70,521 Profit/(Loss) Before Depreciation Exceptional and Extraordinary items and Tax 31,768 (604,378)

Less: Depreciation 1,80,363 7,53,243 Profit/(Loss) Before Exceptional and Extraordinary items and Tax (1,48,595) (13,57,621)

Less: Exceptional Items - - Profit/(Loss) Before Extraordinary items and Tax (1,48,595) (13,57,621) Add: Extraordinary Items 28,84,565 - Profit/(Loss) Before Tax 27,35,970 (13,57,621) Less: Provision Before Tax – Current Deferred

- - - -

Net Profit/(Loss) for the Year 27,35,970 (13,57,621) Add: Balance Brought Forward (2,14,73,592) (2,01,15,971) Profit/(Loss) C/F to Balance Sheet (1,87,37,622) (2,14,73,592)

During the period under review, the Sales & Other Income were Rs.59,46,287 (Rupees Fifty Nine Lacs Forty Six Thousand Two Hundred and Eighty Seven only) and profit before tax was Rs.27, 35, 970 (Rupees Twenty Seven Lacs Thirty Five Thousand Nine Hundred and Seventy only). The Business operations have been scaled down substantially due to sale of manufacturing of Pharmaceutical Formulations business of the Company in the month of November, 2010. DIVIDEND: Keeping in view the financial status of the Company, your Directors do not recommend any dividend.

PUBLIC DEPOSITS: Your Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review. SHARE CAPITAL & LISTING: Your Directors are pleased to announce that your company is also making arrangements with the Central Depository Services Limited (CDSL) apart from the ongoing National Depository Services Limited (NSDL) services to provide better facilities to all members, investors and shareholders and to hold the shares in dematerialised form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demat Accounts. The Equity Shares of the Company are listed and being traded with Bombay Stock Exchange Limited. SALE OF BUSINESS: Your Directors approved the sale of business in the Board Meeting held on 24th September, 2008 and your consent was received u/s 293(1)(a) at the Extra Ordinary General Meeting held on 1st November, 2008. As the final permission from the FDA was received by the company in the month of June 2011 your Company sold its manufacturing facilities of Pharmaceutical Formulations business as a going concern on a slump sale basis to Vardhaman Drugs Limited. Consequently, all the Business Assets and Business Liabilities were taken over by Vardhaman Drugs Limited except certain identified Current Assets and Current Liabilities which were retained in the Company as on 30-6-2011. DIRECTORS: None of the Directors are disqualified from being appointed as Director as specified under Section 274(1) (g) of the Companies Act, 1956. Dr. Umesh Patil and Mr. Rajendra Petare retire by rotation and being eligible offer themselves for reappointment. The brief resume of Dr. Umesh Patil and Mr. Rajendra Petare, as required in terms of Clause 49 of the Listing Agreement with the stock exchanges, is included as annexure to this Annual Report.


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DIRECTORS’ REPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors’ responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial Period ended 31st March, 2012, the

applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 Period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial Period ended 31st March, 2012 on a

“going concern “basis.”

AUDITORS: M/s. V. T. & Associates, Chartered Accountants, Sangli, the existing auditors retire at the ensuing Annual General Meeting of the Company. They have expressed their intention of not seeking re-appointment. M/s Agrawal Naredi & Co., Chartered Accountants, Jalgaon have indicated their availability and willingness to be appointed as auditors of the Company. A resolution seeking members approval for the appointment of the said auditors have been included in the notice for the Annual General Meeting. The Directors recommend their appointment. AUDITORS OBERVATIONS: Observations made in the Auditors' Report for the year ended 31st March, 2012 are self explanatory and therefore do not require further comments in this Annual Report.

SECTION 383A OF THE COMPANIES ACT, 1956: The Company has obtained a Compliance Certificate from M/s. V.V.Chakradeo & Co., a Company Secretary in Whole Time Practice confirming that the Company has complied with the provisions of Companies Act, 1956. CORPORATE GOVERNANCE: Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time Your Company implemented all of its major stipulation as applicable to the Company. The Statutory Auditors’ certificate dated 29/05/2012, in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed here to and forming part of the Directors’ Report. DISCLOSURE UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956: Information as required 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 the annexure forming part of this report. Further, during the year under review, the Company has not transacted in Foreign Exchange. PARTICULARS OF EMPLOYEES: During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975. ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. The Board records its gratitude for all the Bankers of the Company for their continued support and confidence maintained throughout the year and look forward to better the same. Your Board takes this opportunity to record its appreciation to all who have supported the Company in its development.

By Order of the Board of Directors

For Vardhaman Laboratories Limited Sd/-

Sunil D Shah Managing Director

Sangli, 29th May, 2012 Registered Office: 1393, Peth Bhag, High School Road, Sangli – 416 416.


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Annexure to the Directors’ Report Pursuant To Section 217(1)(e) Of the Companies Act, 1956

Additional information as required under the Companies (Disclosure of particulars in Report of the Board of Directors) Rules 1988.

A. Conservation of Energy Power Fuel consumption 2011-2012 2010-2011

1. Electricity: (a) Purchased Units 3055 10021 Total Amount Rs 26,450 84,076 Unit Rate (Rs.) 8.66 8.39 (b) Own Generation - -

2. ‘D’ grade Coal used in Boiler - - 3. Furnace Oil (HSD) - - 4. Others / Internal Generation - -

B. Consumption per unit of production : It is not feasible to maintain product category wise energy

consumption data has various products have different energy requirement. FORM B

Form for disclosure of particulars with respect to absorption Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Development With your consent, the manufacturing of Pharmaceutical Formulations business was sold off. After the sale of assets, your Directors are looking for sound business opportunities to enter new line of business activities wherein we have core competence. Your Directors have identified sectors namely Real Estate, Hospitality industry, etc. Opportunities and Threats The promoters have rich experience in the manufacturing of Pharmaceutical Formulations business. The goodwill of the promoters in the domestic market is a major strength. However there exists a threat in the form of unstable global economic environment, Government and Regulatory framework, volatility in the Economy and Exchange rates and impact of international events on the Indian Economy. Segment - wise Performance Since your Company operates only in one Segment, segment-wise or product wise analysis or performance is not applicable. Internal Controls and System The company has implemented adequate internal control system enduring proper management information system and integration of various operations and functions of the organisation – all under one umbrella. This has resulted in harmonious monitoring and regulation of operations in a systemised manner in each and every activity of the Company. Correct use of funds, proper budgeting, efficient monitoring and its regulation by due approval and authorization policy enforcement have resulted in the use of funds in the most profitable and correct manner. All these have been implemented in every area commencing from raw materials, project implementation, and project monitoring, quality control and logistics. Cautionary Statement Statement made in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual result could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws and other statutes and other incidental factors.


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REPORT ON CORPORATE GOVERNANCE

1. Company’s Philosophy: The Company’s Philosophy on code of Corporate Governance is based on attainment of high level of transparency, accountability, and adequate disclosures and economic value addition. The Company’s policies and practices are not only consistent with the statutory requirements but also underline our commitment to operate in the best interest of the stakeholders in order to build an environment of trust and confidence among all components having conflicting as well as competing interest.

The Company is in compliance with the requirements of the revised guidelines on corporate governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges.

2. Board Of Directors: The Board of Directors is the apex body which monitors the overall functioning of the Company. It defines the Company’s policies and oversees its implementation. The Board has constituted various committee to facilitate the decision making process in an informed and efficient manner. As per listing Agreement, the Board should have an optimum combination of executive and non-executive Directors with not less than 50% of the Board consisting of non executive Directors. In case of a non executive chairman, at least one third of the Board should consist of Independent Directors and in the case of an executive Chairman, at least half of the Board should be Independent Directors. In case of non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors. The Board comprises of experts from diverse fields and profession. The current strength of the Board is six (6) directors. The Board has an optimum combination of Executive and Non- Executive Directors, which is in conformity with the requirement of Clause 49 of the Listing Agreement in this regard. Details of Directors and other particulars are given below:

Name Category Designation Mr. Sunil Shah Executive Director Managing Director Mr. Sumedh Shah Executive Director Whole Time Director Mr. Dharamchand Shah Non-Executive Director Chairman Dr. Umesh Patil Non-Executive

Independent Director Director

Dr. Dayanand Naik Non-Executive Independent Director

Director

Mr. Rajendra Petare Non-Executive Independent Director

Director

Board meetings The Board meets at least once in a quarter to review the quarterly results and other items in agenda. Additional meetings are held when necessary. Five (5) Board meetings were held during the financial year ended March 31, 2012 i.e on 30th May, 2011; 12th August, 2011; 30th August, 2011, 15th November, 2011; & 13th February, 2012 and the gap between two meetings did not exceed four months. The Company held its last Annual General Meeting on 29th September, 2011.

The composition as on date, the Changes during the year under review, number of meetings attended and Directorship / Committee Memberships in other Companies are as follows: * Alternate directorship, directorship in private limited companies, foreign companies and membership in governing

councils, chambers and other bodies not included # Only membership in Audit Committee and Shareholders Grievance Committee included

Name

Designation

Category

Attendance * Other

Directorships

# Other

Committee Memberships

Committees’

Chairmanships

Board Meeting

Last AGM

Mr. Sunil D Shah

Managing Director

Executive 5 Yes 2 1 -

Mr. Sumedh Shah

Whole Time Director Executive 5 Yes 1 - -

Mr. Dharamchand

Shah Director Non Executive

Non Independent 5 Yes 2 - -

Dr. Umesh Patil Director Non Executive

Independent 5 Yes - 2 2

Dr. Dayanand Naik Director Non Executive

Independent 5 Yes - 2 -

Mr. Rajendra Petare

Director Non Executive Independent 5 Yes - 1 -


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None of the director on the Board is member on more than 10 Committees or Chairman of more than 5 committees across the companies in which he is a director. All the directors have made requisite disclosure regarding directorship/ Committee position occupied by them in other companies. Code of Conduct Pursuant to Clause 49 of the Listing Agreement, the Board of Directors has laid down a code of conduct for Board members and senior management personnel of the Company. All the Board members and senior management personnel have affirmed compliance with the Code for the financial year 2011-12. A declaration to this effect signed by the Executive Director is given in this report. Details of Directors seeking appointment & re-appointment at the Annual General Meeting

Name of Directors Mr. Umesh Shivgonda Patil (DIN No. 02816487)

Mr. Rajendra Vitthal Petare ( DIN No. 03105930)

Date of Birth 17/05/1971 20/12/1968

Date of Appointment 25/03/2003 30/06/2010

Qualification

M.B.B.S Diploma in Civil Engineering

Expertise in specific functional area

He is an ophthalmologist and his special expertise in Ophthamology

He has considerable management experience in

the fields of Civil Engineering

Directorship held in other Companies

Nil Nil

Chairmanship / Membership of Committees held in other Companies

Nil Nil

Number of shares held in the Company

Nil Nil

3. COMMITTEES OF THE BOARD

A. Audit Committee The Audit Committee of the Company is constituted in accordance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 292A of the Companies Act, 1956. The Audit Committee comprises of two (2) Non Executive Independent Directors and one (1) Executive Non Independent Directors viz: (1) Dr. U. S. Patil (2) Dr. D. B Naik and (3) Mr. Sunil D Shah. During the financial year ended 31st March, 2012, five Audit Committee meetings were held respectively on 30th May, 2011, 12th August, 2011, 30th August, 2011, 15th November, 2011 and 13th February, 2012. The number of meetings attended by each member is as follows.

Committee Members Designation No. of Meetings attended Dr. U. S. Patil Chairman 5 Dr. D. B. Naik Member 5 Mr. Sunil D Shah Member 5

The role of the Audit Committee is to monitor and provide effective supervision of the Company’s financial reporting process with a view to ensure that the financial statements are accurate, sufficient and credible. The terms of reference of the audit committee as defined by the Board are: a. The scope of the Audit Committee includes:

i. Review of financial statements before they are submitted to the Board for adoption. ii. Recommending the appointment or removal of statutory auditors, fixation of audit fees and

approval for payment for other services provided by the auditors. iii. Review of quarterly, half yearly and yearly financial statements before they are presented to the

Board, focusing inter alia upon – • Accounting Policies and any changes thereto. • Ensuring compliance with the Accounting Standards. • Compliance with the laws, rules, regulations and notification issued by the Stock Exchange

and other regulatory authorities relating to the preparation and disclosure of financial statements.

• Significant issues arising out of audit. • The going concern assumption. • Major accounting entries based upon exercise of judgment by the management.


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• Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large.

b. Review with the management, auditors the adequacy of internal control systems. c. Discussions with the Statutory Auditors on matters relating to internal controls, periodic financial

statements and any significant findings and follow up thereon. d. Discussion with the Statutory Auditors before commencement of the audit, nature and scope of

audit, as well as post audit discussion to ascertain any area of concern. e. Review of the Company's financial and risk management policies. f. Examine reasons for default in payment of interest and repayment of principal amounts to

depositors and debenture holders, payment of dividend, payments to creditors and payment of all statutory dues in the prescribed time period.

g. Investigating the reasons for substantial defaults, if any, in the payment to the depositors, shareholders (in case of non-payment of declared dividends), and creditors.

h. Review of utilization of IPO proceeds and indicate material deviations, if any, from the object stated in the offer document.

B. Remuneration Committee

The Remuneration / Compensation Committee of the Board comprise of three (3) Non Executive Independent directors of the Company viz. (1) Dr. U. S. Patil (2) Dr. D. B. Naik & (3) Mr. Rajendra Petare Dr. U. S. Patil, acts as a Chairman of this Committee. The Committee has been entrusted with the responsibility of determining the remuneration package of the executive directors. During the year ended March 31, 2012 only one remuneration /compensation committee meeting was held i.e on 30th August, 2011. This meeting was attended by all the members of the committee. Details of the Shares of the Company held by Directors as on March 31, 2012 are as below:-

Name No. of Shares Mr. Sunil D Shah 1,20,500 Mr. Sumedh Shah 3,05,500 Mr. Dharamchand Shah 4,91,500 Dr. Umesh Patil - Dr. Dayanand Naik - Mr. Rajendra Petare -

C. Shareholders’/Investors’ Grievance Committee

The Board has constituted a Shareholder's Grievance Committee, consisting of three Non-Executive Independent Directors viz. Dr. Umesh Patil, Dr. Dayanand Naik and Mr. Rajendra Petare. Dr. Umesh Patil acts as a Chairman of the Committee. Mr. Sunil D Shah is the Compliance officer of the Company. The shareholders’/Investors’ Grievance Committee oversees the redressal of shareholders’/Investors’ complaints/grievances like transfer of shares, non receipt of Annual Report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The Committee also monitors dematerialization, rematerialisation, splitting and consolidation of shares and debentures issued by the Company. As per clause 47(f) of the Listing Agreement Company has designated following e-mail ID exclusively for the purpose of registering complaints by the investors. [email protected] The Company received 3 complaint(s) during the year under review and is resolved in due course of time. Four Investors’ Grievance Committee meetings were held during the year i.e on 30th May, 2011; 12th August, 2011; 15th November, 2011; 13th February, 2012.

4. General Body Meetings Annual General Meetings

a. Location, time and date where last three Annual General Meetings were held are given below:

Financial Year

Date Time Venue

2010-2011 29.09.2011 11:00 A.M 1393, Peth Bhag, High School Road, Sangli – 416 416

2009-2010 30.06.2010 3:00 P.M 1393, Peth Bhag, High School Road, Sangli – 416 416

2008-2009 30.09.2009 3:00 P.M 1393, Peth Bhag, High School Road, Sangli – 416 416


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b. Details of the Special Resolutions passed in the previous 3 Annual General Meetings:

Financial Year Details of Special Resolution Passed

2010-2011 Nil 2009-2010 Nil 2008-2009 Nil The special resolutions moved at all the above meetings were passed on a show of hands by the shareholders present at the meeting.

C. No Special Resolution was passed through postal ballot during the year under review.

5. Disclosures i. Related party transactions have been disclosed in the annual report. ii. No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or

any statutory authority on any matter related to capital markets during the period under review.

iii. The Company has complied with all the statutory formalities.

6. Means of communication

Financial Results and Notices: The quarterly unaudited results of the Company are announced within the period as provided by the listing agreement and are sent to the Stock Exchanges immediately after they are approved by the Board.

Annual Report: The Annual Report is circulated to the members. The Management Discussion and Analysis Report and Corporate Governance Report form part of the Annual Report. Corporate Filings with Stock Exchanges: The Company is regular in filing of various reports, certificates, intimations, etc to the Stock Exchanges. This includes filing of audited and unaudited results, shareholding pattern, Corporate Governance Report, intimation of Board Meeting/ general meeting and its proceedings.

7. General shareholders information

a) Annual General Meeting Date and Time : August 03, 2012 at 11:00 a.m. Venue : 1393, Peth Bhag, High School Road, Sangli – 416 416.

b) Financial Year The Company follows April - March as its financial year. The results for every quarter beginning from April will be declared within the time period prescribed under the Listing Agreement.

c) Book Closure Date July 21, 2012 to August 03, 2012(both days inclusive)

d) Dividend Payment Dates

Not Applicable (Since no dividend is recommended for the financial year 2011-12).

e) Subsidiary Company Not Applicable.

f) Listing on Stock Exchanges The Company's shares are listed on the Bombay Stock Exchange Limited.

g) Stock Code BSE : 524796 VARDHCH ISIN No : INE503F01014


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h) Market Price Data

Month BSE Prices

High Price Low Price April-11 5.32 4.90 May-11 5.32 4.90 June-11 5.04 5.04 July-11 4.99 4.99 August-11 4.99 4.99 September-11 4.80 4.80 October-11 4.58 4.58 November-11 4.58 4.58 December-11 4.36 4.36 January-12 4.57 4.44 February-12 4.57 4.44 March-12 4.27 4.27

Relative movement chart The chart below gives the relative movement of the Company’s shares and BSE relative to the closing price. The period covered is April 2011 to March 2012.

i) Registrar & Share Transfer Agent Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West),Mumbai - 400078 Tel: +91-22-25963838 Fax: +91-22-25946969

j) Share transfer system The Company has appointed Link Intime India Private Limited as the Registrars and Share Transfer Agents. The shares lodged for physical transfer / transmission / transposition are registered within the prescribed time period if the documents are complete in all respects. The shares in dematerialized form are admitted for trading with National Securities Depository Limited (NSDL).


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k) Distribution of Shareholding as on March 31, 2012

Category Share Holders No. of Shares

From -To Number % of Total No. of Shares Held

% of Total

(1) (2) (3) (4) (5)

1 - 500 8,781 94.17 11,24,000 27.25

5,01 - 1,000 308 3.30 2,73,200 6.62

1,001 - 2,000 125 1.34 2,01,950 4.91

2,001 - 3,000 32 0.34 83,100 2.01

3,001 - 4,000 12 0.13 43,250 1.05

4,001 - 5,000 19 0.20 89,900 2.18

5,001 - 10,000 23 0.25 1,61,000 3.90

10,001 and above 24 0.26 21,48,250 52.08

Total 9,324 100.00 41,24,650 100.00

The Shareholding Pattern of the Company as on March 31, 2012 was as under

Sr. No Category of Shareholder No. Of Shares % of Shareholding

(A) Shareholding of Promoter and Promoter Group

1 Indian 15,34,350 37.20

2 Foreign - -

Total Promoters Shareholding (A) 15,34,350 37.20

(B) Public Shareholding

1 Institutions - -

(a) Mutual Funds/UTI 1,300 0.03

(b) Financial Institutions/Banks/Insurance Companies

3,200 0.08

(c) Non-Receipt Indians/Overseas Corporate Bodies

- -

(d) Foreign Institutional Investor - -

2 Non-Institutional Investor

(a) Body Corporate/ Clearing Member/NRI/Trust 5,10,400 12.37

(b) Individuals 20,75,400 50.32

Total Public Shareholding(B) 25,90,300 62.80

Total (A+B) 41,24,650 100.00

l) Dematerialization of Shares and Liquidity

25,62,850 shares consisting of 62.13% of the Company’s total Equity capital were held in dematerialized form as of March 31, 2012.

m) Investor Correspondence For any assistance regarding dematerialization of shares, share transfer, transmission, change of address, non-receipt of dividend or any other query relating to shares, please write to: Mr. Sunil D Shah Managing Director, 1393, Peth Bhag, High School Road, Sangli – 416 416,

Email: [email protected]


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Code of Conduct Declaration

Declaration regarding compliance by board members and senior management personnel with the company’s code of conduct

To The Members of Vardhaman Laboratories Limited Pursuant to Clause 49 I (D) of the Listing Agreement entered into with the Stock Exchanges, I hereby declare that the Company has obtained affirmative compliance with the Code of Conduct from all the Board members and senior management personnel of the Company.

For Vardhaman Laboratories Limited Sd/-

Mr. Sunil D Shah Managing Director

Place: Sangli Date: 29/05/2012

Chief Executive Officer (CEO) Certification issued pursuant to the provisions of Clause 49 of the Listing Agreement

The Board of Directors Vardhaman Laboratories Limited Dear Sirs, We hereby certify that: a. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2012 and

that to the best of our knowledge and belief:

i. Financial statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. Financial statements taken 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 our knowledge and belief, no transactions entered into by the Company during the

year which are fraudulent, illegal or violate the Company’s code of conduct. c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we

have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit committee: i. Significant changes, if any, in internal control over financial reporting during the year; ii. Significant changes, if any, in accounting policies during the year and that the same have been disclosed

in the notes to the financial statements; and iii. Instances of any fraud, if any, of which we 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.


Sd/- Mr. Sunil D Shah Managing Director

Place: Sangli Date: 29/05/2012


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CERTIFICATE FROM AUDITORS

REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE To The Members of Vardhaman Laboratories Limited We have examined the compliance of conditions of corporate governance by Vardhaman Laboratories Limited (“the Company”), for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreements of the Company with the Stock Exchanges. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For V. T. & Associates Chartered Accountants

(Registration No.110017S ) Sd/-

Paresh Shah Partner

M. No. 114021 Place: Sangli Date: 03/05/2012

AUDITORS’ REPORT

To the Members of Vardhaman Laboratories Limited We have audited the attached Balance Sheet of VARDHAMAN LABORATORIES LIMITED as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 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 account, as required by law, have been kept by the Company, so far as

appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by

this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations 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,


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2012 from being appointed as a director in terms of clause (g) of sub - section (1) of Section 274 of the Companies Act, 1956;

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

said accounts read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012; ii. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date;

and iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For V. T. & Associates Chartered Accountants (Registration No.110017S ) Sd/- Paresh Shah Partner M. No. 114021 Place: Sangli Date: 03/05/2012 Annexure to Auditors’ Report Referred to in Paragraph 3 of our report of even date 1. In respect of its fixed assets:

a) In our opinion, the Company has disposed off a substantial part of its fixed assets during the year and The Company has no fixed asset

2. In respect of its inventories:

a) There is no inventory carried by the company and accordingly paragraph 4(ii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or

other parties covered in the register maintained under section 301 of the Companies Act ,1956:- 4. The Company has neither granted nor taken any loans, secured or unsecured to / from companies, firms

or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clause (b), (c) and (d) are not applicable.

5. In our opinion and according to the information and explanation given to us there are adequate internal

control systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

6. No transactions have been entered during the year in the register maintained in pursuance of section 301

and based on the audit procedures applied by us and according to the information and explanation given and the representation made to us, we have not come across any transaction that need to be entered into the register maintained in pursuance of section 301 of the Companies Act, 1956.

7. In our opinion and according to the information and explanations given to us, the Company has not

accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 58A & 58AA of the Companies Act, 1956 and the Rules framed there under are applicable.

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

business. 9. We have broadly reviewed, without carrying out a detailed examination, the books of account maintained

by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records are being maintained.


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a) According to the records of the Company, the Company generally regular in depositing with the

appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee’s State Insurance, Income-tax, Sales Tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it. Based on our audit procedure and according to the information and explanations given to us, there are no arrears remained outstanding as at 31st March,2012 for a period of more than six months from the date of they became payable.

b) According to the records made available to us and the information and explanations given by the

management, there is no dues of Income tax / Sales Tax / Wealth tax / Service tax / Custom Duty / Excise Duty / cess as 31st March, 2012.

10. The Company have accumulated losses at the end of the financial year and has incurred cash losses

during the financial year covered by our audit and in the immediately preceding financial year. 11. According to the records made available to us and the information and explanation given by the

management, the Company has not defaulted in the repayment of dues to financial institutions or banks or debentures and other securities.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares,

debentures and other securities. 13. The Company is not a chit / nidhi / mutual benefit fund / society. 14. In our opinion and according to the information and explanations given to us, the Company is not dealing

in or trading in shares, securities, debentures and other investments. 15. During the year, the Company has not given any guarantee for loans taken by others from banks or

financial institutions. 16. In our opinion, the Company has not availed any term loan during the year. 17. According to the information and explanation given to us and an overall examination of the balance sheet

of the Company, we report that no short-term funds have been used for long-term purposes. 18. During the year, the Company has not made any preferential allotment of shares to parties and companies

covered in the register maintained under Section 301 of the Companies Act, 1956. 19. During the year, the company has not issued any debentures. 20. The Company has not raised any money by public issue during the year. 21. During the course of our examination of the books and records of the Company, carried out in accordance

with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For V. T. & Associates Chartered Accountants (Registration No.110017S )

Sd/- Paresh Shah Partner M. No. 114021 Place: Sangli Date: 03/05/2012


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Balance Sheet as at 31st March, 2012 Particulars Note

No As at

31-3-2012 As at

31-3-2011 I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 2 41,246,500 41,246,500 (b) Reserves and Surplus 3

(18,737,622) (21,173,592)

(c) Money received against share warrants - - (2) Share application money pending allotment - - (3) Non-Current Liabilities (a) Long-term borrowings - - (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities 4 - 1,132,389 (d) Long term provisions - - (4) Current Liabilities (a) Short-term borrowings - - (b) Trade payables 5 - 9,702,689 (c) Other current liabilities 6 10,000 346,162 (d) Short-term provisions - - Total 22,518,878 31,254,148 II.Assets (1) Non-current assets (a) Fixed assets (i) Tangible assets 7 - 15,927,799 (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - - (b) Non-current investments 8 - 5,505 (c) Deferred tax assets (net) - - (d) Long term loans and advances - - (e) Other non-current assets - - (2) Current assets (a) Current investments - - (b) Inventories 9 - 1,825,650 (c) Trade receivables 10 20,800,000 11,360,199 (d) Cash and cash equivalents 11 1,718,878 1,975,308 (e) Short-term loans and advances - - (f) Other current assets 12 - 159,687 Total 22,518,878 31,254,148 As per our Report of Even Date For and on behalf of the Board For V. T. & Associates For Vardhaman Laboratories Ltd. Chartered Accountants Sd/- Sd/- Sd/- PARESH SHAH Partner

SUNIL SHAH Managing

Director

DHARAMCHAND SHAH

Chairman

M. No. 114021 SANGLI 03/05/2012


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Statement of Profit and Loss statement for the year ended 31st March, 2012 Particulars Note

No As at

31-3-2012 As at

31-3-2011 I. Revenue from operations 13 5,946,287 12,403,376 II. Other Income 14 - 62,767 Total Revenue 5,946,287 12,466,143 III. Expenses: Cost of materials consumed 15 3,246,793 5,068,375 Purchase of Stock-in-Trade - - Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

16 1,825,650 5,023,135

Employee benefit expense 17 221,350 1,004,950 Financial costs 18 1,598 765,030 Depreciation and amortization expense 180,363 753,243 Other expenses 19 619,128 1,209,031 Total Expenses 6,094,882 13,823,764 IV. Profit before exceptional and extraordinary items and tax

(148,595)

(1,357,621) V. Exceptional Items - - VI. Profit before extraordinary items and tax (IV - V) (148,595) (1,357,621) VII. Extraordinary Items 20 2,884,565 - VIII. Profit before tax (VI - VII) 2,735,970 (1,357,621) IX. Tax expense: (1) Current tax - - (2) Deferred tax - - X. Profit/(Loss) for the period. 2,735,970 (1,357,621) XII. Earning per equity share: (1) Basic 0.66 - (2) Diluted - - As per our Report of Even Date For and on behalf of the Board For V. T. & Associates For Vardhaman Laboratories Ltd. Chartered Accountants Sd/- Sd/- Sd/- PARESH SHAH Partner

SUNIL SHAH Managing

Director

DHARAMCHAND SHAH

Chairman M. No. 114021 SANGLI 03/05/2012


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CASH FLOW STATEMENT FOR THE YEAR ENDED 31/03/2012 Net Profit/(Loss) before tax adjustments for :

Particulars 2011-2012 2010 - 2011 A CASH FLOW FROM OPERATING ACTIVITIES

SOURCES Net Profit/(Loss) before tax 2,735,970 (1,357,621)

1 Depreciation 180,363 753,243 2 Interest Received - (57,914) 3 Interest paid 471 825,757 4 Investment Income - (200) 5 Profit on Sale of Undertaking (2,884,565) - 32,239 163,265 Operating Profit before Working Capital changes (17,493,315) 4,223,741 ADJUSTMENT FOR 1 Trade Receivables

(9,439,801) (9,338,789)

2 Inventories 1,825,650 5,023,135 3 Trade Payables

(9,702,689) 8,339,602

4 Other Trade Payables & Provisions (336,162) 295,659 5 Loans and Advances Receivable 159,687 (95,866) NET CASH FROM OPERATING ACTIVITIES (17,461,076) 4,387,006

B CASH FLOW FROM INVESTING ACTIVITIES 1 Purchases of Fixed Assets - (333,909) 2 Sale of Fixed Assets(Net of Capital Reserve)

15,447,436

3 Sale of Investments 5,505 368,474 4 Dividend Received - 200 5 Interest Received - 57,914 6 Profit on Sale of Undertaking 2,884,565 NET CASH (OUT FLOW) FROM INVESTING ACTIVITIES 18,337,506 92,679

C CASH FLOW FROM FINANCING ACTIVITIES 1 Proceeds from Short Term Borrowings - (2,389,031) 2 Sales Tax Deferred Loan

(1,132,389) -

3 Interest Paid (471) (825,757) 4 Subsidy Received (Capital Reserve) - 300,000 NET CASH INFLOW IN FINANCING

ACTIVITIES (1,132,860)

(2,914,788) Net (Decrease)/Increase in Cash & Cash Equivalents (256,430) 1,564,897 Opening Balance (01-04-2011) 1,975,308 410,411 Closing Balance (31-03-2012) 1,718,878 1,975,308

* The figures are rearranged/regrouped wherever necessary AUDITORS CERTIFICATE

We have verified the above Cash Flow Statement of VARDHAMAN LABORATORIES LIMITED derived from the audited financial statements for the year ended March 2011, and March 2012 and found the same to be drawn in accordance there with and also with the requirements of Clause 32 of the Listing Agreement with the Stock Exchanges.

For V. T. & Associates For and on behalf of the Board Chartered Accountants For Vardhaman Laboratories Ltd.

Sd/- Sd/- Sd/-

PARESH SHAH SUNIL SHAH DHARAMCHAND SHAH Managing Director Chairman Partner

SANGLI 03/05/2012


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SIGNIFICANT ACCOUNTING POLICIES ADOPTED.

A. Basis of Accounting: The Accounts have been prepared on the basis of historical costs and in accordance with the applicable accounting standards except where otherwise stated. For recognition of Profit & Loss, Mercantile system of Accounting is followed except certain Expenditure & Income, which are accounted for, on payments/Receipts basis on account of uncertainties.

B. Fixed Assets: Fixed Assets are stated at the cost of acquisition less accumulated depreciation. The cost of assets comprises its purchase price and other directly attributable cost of bringing the Asset to working condition for its intended use. This cost also includes financing cost relating to specific borrowings attributable to Fixed Assets. The Company had not availed any foreign currency loan for acquisition of Fixed Assets thereby there is no adjustment in cost of fluctuation in exchange rate.

C. Depreciation: Depreciation is provided under the straight-line method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on addition during the year provided on pro-rata basis from the date of addition.

D. Inventories: Inventories (Other than Stores & Spares) are valued at the cost or estimated net releasable value. The cost includes excise duty when paid.

E. Revenue Recognition: a. Sales are exclusive of VAT (Sales Tax), Insurance and Freight Charges where

applicable. b. The Expenses (Other than provision for Gratuity) are accounted on mercantile

basis. F. Foreign Currency Transaction: The Company has not indulged in the Foreign Currency

Transaction. Therefore accounting of foreign currency transaction is out of the purview of accounting policy.

G. Investments: Investments are valued at cost of acquisition and related expenses. H. Research & Development: Research & Development expenses of revenue nature are

charged to the Profit & Loss Account of the year in which it is incurred and that of capital nature are shown as addition to respective Fixed Assets.

I. Retirement Benefits: a. The company is not covered under the Provident Fund Act and ESIS Act. b. Gratuity Liability is accounted as and when due and paid.

J. Marketing Expenditure: The Expenses incurred on marketing and market related activities are charged to Profit & Loss Account of the year in which it is incurred.

K. CENVAT: The Company is not eligible for CENVAT Benefits for domestic sales. L. Material Events: occurring after Balance Sheet date are taken into cognisance. M. Contingent Liabilities: Contingent Liabilities are not provided for and are disclosed by way

of notes wherever applicable. N. Taxes on Income : Keeping in view the carry over losses and unabsorbed depreciation as

per Income Tax return for the year ending 31/03/2011, the Company has not recognised Deferred Tax Assets, in respect of carry over losses, unabsorbed depreciation and items of timing difference between the accounting income and taxable income for the year, as there is reasonable uncertainty that sufficient taxable income in near future shall be available against which such Deferred Tax Assets can be realised against tax liability.

2) SHARE CAPITAL As at

31-3-2012 As at

31-3-2011 AUTHORISED SHARE CAPITAL 50,00,000 Equity Shares of Rs. 10 each 50,000,000 50,000,000 50,000,000 50,000,000 ISSUED SUBSCRBED & PAID UP 41,24,650 Equity Shares of Rs. 10 each* 41,246,500 41,246,500 41,246,500 41,246,500 * The company has not issued bonus shares during the last five years. Also there is no change is shares in this year and previous year.


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Details of Equity Shares hold by more than 5% of the agrregate shares in the company NAME OF SHARE HOLDER No of Shares Percentage Dharmchand B. Shah

491,500 11.916%

Sumedh Dharmchand Shah

305,500 7.406%

Manisha Sunil Shah

384,100 9.312%

Omkar Texolene Private Limited

280,000 6.788%

3) RESERVES AND SURPLUS As at

31-3-2012 As at

31-3-2011 CAPITAL RESERVE - 300,000 - 300,000 PROFIT AND LOSS A/C BALANCE OPENING BALANCE (21,473,592) (20,115,971) PROFIT/(LOSS) for the year. 2,735,970 (1,357,621) (18,737,622) (21,473,592)

4) OTHER LONG TERM LIABILITIES As at

31-3-2012 As at

31-3-2011 Sales Tax Deffered Liabilities - 1,132,389 - 1,132,389

5) TRADE PAYABLES As at

31-3-2012 As at

31-3-2011 Sundry Creditors other than Micro, Small & Medium Enterprises

- 9,702,689

- 9,702,689

6) OTHER CURRENT LIABILITIES As at

31-3-2012 As at

31-3-2011 i. Audit Fee Payable 10,000 19,854 ii. Expenses Payable - 100,000 iii. Statutory dues payable including Vat - 226,308 10,000 346,162


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7) SCHEDULE OF FIXED ASSETS AND DEPRECIATION

Particulars Gross Block Depreciation Net Block W.D.V.as at

Additions Deduction As At Dep upto For the Deduction Dep upto As on As on

01/04/2011 31/03/2012

01/04/2011 Year 2011-12

during 11-12 31/03/2012 31/03/2011 31/03/2012

Air Conditioner 1,131,653 - 1,118,694 12,959 398,468 12,959 411,427 - 733,185 - Bajaj Saffire 36,378 - 35,966 412 19,019 412 19,431 - 17,359 - Boiler 288,331 - 286,413 1,918 179,817 1,918 181,735 - 108,514 - Bore-Well 42,350 - 42,088 262 27,527 262 27,789 - 14,823 - Building_1 A/c 11,865,666 - 11,795,419 70,247 3,452,832 70,247 3,523,079 - 8,412,834 - Building (Other) 1,484,850 - 1,479,829 5,021 883,560 5,021 888,581 - 601,290 - Computers 145,750 - 144,160 1,590 55,811 1,590 57,401 - 89,939 - Electric Generator 33,500 - 33,387 113 27,090 113 27,203 - 6,410 - Electrical Installation 200,677 199,430 1,247 130,128 1,247 131,375 - 70,549 - Furniture & Fixture 404,434 - 401,518 2,916 220,173 2,916 223,089 - 184,261 - Indica Car 365,759 - 362,322 3,437 221,045 3,437 224,482 - 144,714 - Indigo Car 542,152 - 535,007 7,145 241,323 7,145 248,468 - 300,829 - Kinetic Honda 34,375 - 34,182 193 26,269 193 26,462 - 8,106 - Laboratory Equipments

160,133 - 159,024 1,109 97,369 1,109 98,478 - 62,764 -

Land 1,110,300 1,110,300 - - - - - 1,110,300 - Office Equipments 28,925 - 28,742 183 18,550 183 18,733 - 10,375 - Plant & Machinery 10,458,463 - 10,387,574 70,889 6,447,747 70,889 6,518,636 - 4,010,716 - Refregirator 21,215 - 20,990 225 8,494 225 8,719 - 12,721 - Solar Water Heater 18,900 - 18,751 149 10,463 149 10,612 - 8,437 - Water Cooler 46,270 - 45,922 348 26,597 348 26,945 - 19,673 -

Total Rs. 28,420,081 - 28,239,718 180,363 12,492,282 180,363 12,672,645 - 15,927,799 -

Previous Year 28,086,172 333,909 28,420,081 11,739,039 753,243 - 12,492,282 16,347,133 1,592,799

8) NON-CURRENT INVESTMENT As at

31-3-2012 As at

31-3-2011 Shares of Co-operative Bank and Society - 5,505 - 5,505

9) INVENTORIES As at

31-3-2012 As at

31-3-2011 Finished Goods - 1,825,650 - 1,825,650

10) TRADE RECEIVABLES As at

31-3-2012 As at

31-3-2011 (Unsecured but considered good) Over six months - - Others 20,800,000 11,360,199 20,800,000 11,360,199


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11) CASH AND CASH EQUIVALENTS As at 31-3-2012

As at 31-3-2011

Cash in hand 18,475 12,341 Cash with Bank in Current A/c 1,700,403 1,962,967 1,718,878 1,975,308

12) OTHER CURRENT ASSETS As at

31-3-2012 As at

31-3-2011 Deposit with various Government Authorities - 159,687 - 159,687

13) REVENUE FROM OPERATIONS As at

31-3-2012 As at

31-3-2011 Sales Domestic 5,322,957 12,148,545 Conversion Charges Received 108,080 254,831 Stock Transfer 515,250 - 5,946,287 12,403,376

14) OTHER INCOME As at

31-3-2012 As at

31-3-2011 Dividend Received - 200 Interest Received - 57,914 Misc Receipts - 4,653 - 62,767

15) COST OF MATERIAL CONSUMED As at

31-3-2012 As at

31-3-2011 Total Material Purchased 3,246,793 5,068,375 3,246,793 5,068,375

16) CHANGES IN INVENTORIES OF FINISHED

GOODS, WIP AND STOCK IN TRADE As at

31-3-2012 As at

31-3-2011 Opening Stock 1,825,650 6,848,785 Closing Stock - 1,825,650 1,825,650 5,023,135


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17) EMPLOYEE BENEFIT EXPENSE As at 31-3-2012

As at 31-3-2011

Salary, Bonus & Leave Allowances 221,350 1,004,950 221,350 1,004,950

18) FINANCE COST As at

31-3-2012 As at

31-3-2011 Bank commission 1,127 2,402 Interest paid 471 823,355 1,598 825,757 19) OTHER EXPENSES As at

31-3-2012 As at

31-3-2011 Manufacturing & Other Expenses 65,383 245,064 Audit Fee 15,000 14,680 Travelling Expneses 244,687 318,295 Share Transfer Charges 29,002 326,908 Listing Fees 16,545 68,002

Selling & Distribution Expenses - 19,119

Vat Tax Paid 192,309 36,677

General Expenses 56,202 119,559

619,128 1,148,304

20) EXTRAORDINARY ITEMS As at

31-3-2012 As at

31-3-2011 Profit on Sale of Undertaking 2,884,565 - 2,884,565 - Your Directors approved the sale of business in the Board Meeting held on 24th September, 2008 and your consent was received u/s 293(1)(a) at the Extra Ordinary General Meeting held on 1st November, 2008. As the final permission from the FDA received by the company in the month of June 2011 your Company sold its manufacturing of Pharmaceutical Formulations business as a going concern and on a slump sale basis to the Vardhaman Drugs Limited. Consequently, all the Business Assets and Business Liabilities were taken over by Vardhaman Drugs Limited except certain identified Current Assets and Current Liabilities which were retained in the Company as on 30-6-2011.


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QUANTITATIVE & OTHER INFORMATION Particulars of annual licensed capacity and installed capacity and actual production as certified by the management is as follows:

(A) Particulars of Annual Installed Capacity & Actual Production :

Class of Goods Units Installed Capacity Actual Production 2011-2012

Actual Production 2010-2011

Tablet No. 5,000,000 6,665 521,756

Capsule No. 1,000,000 101,850 107,430

Liquid Lit. 250,000 5,089.49 106,057

Food & Others Lit. The Licensed Capacity has not been given, as it is not applicable for the company. (B) Particulars in respect of Sales of Finished Goods & Raw Material:

Class of Goods Units 2011-2012

2010-2011

Quantity Rs. (Approx) Quantity Rs.

Tablet No. 19,465 192,712 1,054,472 844,828 Capsule No. 33,200 109,940 406,470 641,159 Liquid Lit. 5,458.65 5,020,305 8,741 1,234,058 Food & Others - - 430,948

(B)(II) Particulars of transfer of Finished Goods & Raw Material:

Class of Goods Units 2011-2012

2010-2011

Quantity Rs. (Approx) Quantity Rs.

Tablet No. 144800

515,250

0

0

Capsule No. 92310 0 Liquid Lit. 142.09 0 Food & Others - -

(C) Particulars in respect of opening Stock & Closing Stock of Finished Goods & Raw Materials

Opening Stock

Tablet No. 157,600

1,825,650

216,974

6,848,785

Capsule No. 23,660 112,614 Liquid Lit. 511.25 1,354 Food & Other R.M. - - - Closing Stock

Tablet No. 0

0

157,600

1,825,650

Capsule No. 0 23,660 Liquid Lit. 0 511.25 Food & Others - -

(D) Other Information

Class of goods 2011-2012 2010-2011 Qty. Amount Qty. Amount A Expenditure in Foreign Currency - - - - B Particulars of Consumption 1 Raw Material & Components Imported - - - - 2 Indigenous - - - - 3 Store Consumables Packing Material Imported - - - - 4 Indigenous - - - - C Value of Import - - - - D Earning in Foreign Exchange on Export on FOB - - - -

Notes : (1) It is not practicable to furnish quantitative information on components in view of large number of items

varied in size & Nature. (2) The figures are rearranged/regrouped wherever necessary.


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Dear Shareholder,

Sub:- Go Green Initiative in Corporate Governance

The Ministry of Corporate Affairs(MCA) has taken a “Green Initiative in Corporate Governance” vide Circular No.

17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively, allowing paperless compliances by

Companies through electronic mode. Accordingly, Companies are now permitted to send various notices /

documents to its shareholder through electronic mode to the registered email address of shareholders. This

move by the Ministry is welcome since it will benefit the society as well as to the Company at large through

reduction in paper consumption, avoiding delay/lost in transit of documents and contribution towards Greener

Environment.

Keeping in view the underlying theme and the circular issued by MCA, your Company is keen to participate in

Green Initiative and henceforth proposes to send requisite documents such as Notices of General Meeting(s),

Annual Report and other shareholders communication through electronic mode, to the e-mail address provided

by you/made available to the Company by the Depositories.

Shareholders may register/change their email address with the Company through the following options:

1. If you are holding shares in the Physical form: By sending a letter to M/s. Link Intime India Private

Limited, Registrar & Share Transfer Agent of the Company at C-13, Pannalal Silk Mills Compound, LBS

Marg, Bhandup (West), Mumbai - 400 078 mentioning the name, the Folio Number, No. of shares

held and e-mail address.

2. If you are holding shares in the DEMAT form: By updating your e-mail address with your Depository

Participants. The Company will use the e-mail address provided by you to the Depositories viz.

NSDL/CDSL and available to the Company from time to time to send various notices/documents etc

henceforth.

Kindly note that if you still wish to receive the above documents in physical form, the same will be made

available upon receipt of request from you.

Shareholders holding the shares in demat form are requested to also keep their Depository Participant

informed of any changes in their e-mail address.

We solicit your valuable co-operation and support in our endeavour to contribute our bit to the environment.

Thanking you,


Sd/- Sunil Shah Managing Director


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Vardhaman Laboratories Limited Regd Office : 1393, Peth Bhag, High School Road, Sangli. 416416 (Maharashtra)

PROXY FORM

Reg. Folio No No. Of Shares

Client ID No. DP ID No.

I/We…………………………………………………………………………………………………………………………………………………………………………of

…………………………………………………………………………………………… being Member/s of Vardhaman Laboratories Limited

hereby appoint ……………………………………………………………… of ……………………………… or failing him/her

………………………………………………… of ………………………………………… ……………………………… as my/our proxy to vote for

me/us on my/our behalf at the 27th Annual General Meeting of the Company to be held on Friday, August 03 ,

2012 at 11.00 am at 1393, Peth Bhag, High School Road, Sangli- 416416 (Maharashtra)

Signed this ………………… Day of ………………………….… 2012.

Note:-

1. This form duly completed and signed must be deposited at the Registered Office of the Company not less than 48 hours before the Meeting.

✂...

Vardhaman Laboratories Limited

Regd Office : 1393, Peth Bhag, High School Road, Sangli. 416416 (Maharashtra)

ATTENDANCE SLIP

Reg. Folio No No. Of Shares

Client ID No. DP ID No.

(THIS ATTENDANCE SLIP DULY FILLED TO BE HANDED AT THE ENTRANCE OF THE MEETING HALL)

Name of Attending Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (in Block Letters) Name of Proxy(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (in Block Letters) (to be filled in if Proxy attends instead of Member) I/We, certify that I/We, am/are a Member/Proxy for the Member of the Company. 27th Annual General Meeting of the Company to be held on Friday, August 03 , 2012 at 11.00 am at 1393, Peth Bhag, High School Road, Sangli – 416 416. ………………………………………………………………… ………………………………………………………………… Shareholder’s/ Proxy’s Name in block letters Signature of Shareholder/Proxy Note:- Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report to the Meeting.

Affix Rs. 1

Revenue Stamp


(28)

BOOK POST

(PRINTED MATTER)

If undelivered please return to:

VARDHAMAN LABORATORIES LIMITED 1393, PETH BHAG, HIGH SCHOOL ROAD,

SANGLI - 416 416

(MAHARASHTRA)

To,

vardhaman laboratories ltd. · 2012-08-02 · dr. umesh patil and mr. rajendra petare retire by...

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