Elder Project Ltd Directors Report

To,

The Shareholders,

The Directors have pleasure in presenting this Twenty Eighth Annual Report of the Company together with the audited Accounts for the 15 months period ended 30^st June, 2013. The working results of the Company for the year under review vis--vis those of the last year are summarized below:

( Rs. in Lacs)

	Fifteen Months Period Ended 30.06.2013	Year Ended 31.03.2012
1 Sales/Income from operations	638.51	977.07
2. Other Income	135.00	134.16
3. Profit/(Loss) before Interest Depreciation & Taxation	300.42	370.65
4. Profit/(Loss) after Interest & Depreciation but before Taxation	(27.42)	29.95
5. Income tax paid for earlier years	-	-
6. Provision for Taxation	-	7.50
7. Provision for Deferred Taxation	5.93	16.89
8. Profit/(Loss) after Taxation	(33.35)	5.56
9. Profit/(Loss) brought forward	(126.92)	(132.48)
10. Balance Profit/(Loss) carried to Balance Sheet	(161.04)	(126.92)

OPERATIONS:

During the year under review, your Company’s Sales / Income from operations were Rs. 638.51 lacs as against that of Rs. 977.07 lacs during the previous year. The figure of Profit / (Loss) before and after tax for the year under review were Rs. (27.42) lacs and Rs. (33.35) lacs respectively against profit/(loss) of Rs. 29.95 lacs and Rs. 5.56 lacs for the previous year. The Directors do not recommend any dividend for the year under review in view of losses.

EXTENSION OF FINANCIAL YEAR:

Your Board of Directors at their meeting held on 15^th April, 2013 had decided to extend the financial year of the Company by three months so as end on 30^th June, 2013. Accordingly, financial statements have been prepared and annexed hereto for 15 months period ended 30^th June, 2013.

DIRECTORS:

Pursuant to Clause 134 of the Articles of Association of the Company and Section 256 of the Companies Act, 1956, Mr. Jagat Verma of the Company is liable to retire by rotation at the ensuing Annual General Meeting, but being eligible offers himself for re-appointment. You are requested to re-appoint him.

In addition to this Mr. B.L Gupta ,being an additional director is eligible to hold office till the ensuing AGM. Since his candidature is proposed by a member the notice whereof is already been provided. His appointment is subject to approval by the shareholders at the ensuing AGM in terms of Section 257 of Companies Act,1956.

DEMISE OF DIRECTOR:

The Board regretfully report the sad demise of Mr. Jagdish Saxena, Chairman and Director of the Company after prolonged illness. The Board further express their heartfelt condolences for his untimely death and wishes to put on record their sincere and deep appreciation for his invaluable guidance and contribution from time to time in building up the Company’s growth. He was the non-executive Chairman and Director on the Board.

BANKERS:

Corporation Bank, Mumbai continued to be the bankers for the Company during the year under review. Your Directors sincerely thank the Bankers for their valuable and timely support to the Company.

ASSETS:

Fixed Assets worth Rs.26.26 lacs were added and Rs.187.85 lacs were disposed off during the year under review.

All Fixed Assets and Stocks of the Company have been adequately insured.

AUDITORS:

M/s. Jayesh Sutaria Associates, Chartered Accountants, Mumbai will retire at the conclusion of the ensuing Annual General Meeting. They have signifiedtheir willingness to continue to act as Auditors of the Company, if re-appointed. Members are requested to re-appoint them and fix their remuneration.

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

i. As regards note under ‘Emphasis of Matter’ of the Auditors’ Report, the Company has already taken adequate steps to liquidate the stocks worth Rs. 33.38 Lacs as early as possible.

ii. As regards to note no. 1(c) of Annexure to the Auditors’ Report, the Company had sold its Restaurant Business on 31/03/2012 by way of Slump sale and the Sale has been accounted for during the period under review.

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.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors declare and confirm:

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

b) That the Directors had 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 15 month period ended on 30^st June, 2013 and of the profit of the Company for that period.

c) That the Directors had taken proper and sufficientcare for maintenance of adequate accounting records for the 15 months period ended 30^th June, 2013 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

d) That the Directors had prepared the accounts for the 15 months period ended 30^th June, 2013 on a ‘going concern’ basis.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year attracted the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules,1975.

INDUSTRIAL RELATIONS:

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

CORPORATE GOVERNANCE:

Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. is separately attached to this Report.

RESEARCH AND DEVELOPMENT (R&D)

At present the Company is not carrying out any significant research and development activities and therefore, there is no expenditure under this head nor any other benefit accrued from it.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outgo during the year under review.

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 a part of this Report. There were no foreign exchange earnings or outgo during the year under review.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for the support and assistance extended by the valued bankers, customers and employees at all levels.

For and on behalf of the Board.

Dr. Anuj Saxena

Managing Director

Mumbai, 13^th November, 2013

Registered Office:

Plot No. A-38/1, Patalganga Industrial Area,

Village Khaire, Taluka Khalapur,

District Raigad, Maharashtra 410 220

ANNEXURE – I

FORM ‘A’

	Fifteen Months Period Ended 30.06.2013	Year Ended 31.03.2012
A. POWER & FUEL CONSUMPTION
1. ELECTRICITY PURCHASED:
Units	870,114	891,889
Total amount	6,516,666	5,957,320
Rate/Unit	7.49	6.68
2. COAL	N.A.	N.A.
3. Furnance Oil (L.D.O)
Quantity. Ltrs	55,118	63,207
Total Amount	3,769,134	4,144,285
Average Rate	68.38	65.57
4. OTHERS/INTERNAL GENERATION
Units	6,423	46,216
Quantity Diesel (Ltrs)	1,610	11,585
Total Amount	70,840	506,941
Rate/Unit	11.03	10.97
B. CONSUMPTION OF ELECTRICITY PER UNIT OF PRODUCTION	Rs. 8.01	10.99
CONSUMPTION OF FURNANCE OIL PER UNIT OF PRODUCTION	Rs. 13.85	15.80