Dear Members,
 
 The Directors are pleased to present the Twenty Eighth Annual Report of
 the Company together with the audited Accounts for the year ended 31st
 March 2011. The working results of the Company for the year ended 31a
 March 2011 vis-a-vis those of the previous year are summarized below:
 
                                         Year ended         Year ended
                                         31.03.2011         31.03.2010
                                      (Rs. In Crores)      (Rs. In Crores)
 
 1.  Operating Income                        832.44            702.79
 
 2.  Other Income                              8.43              7.63
 
 3.  Profit before Tax                        89.07             64.68
 
 4.  Less: Provision for Tax 
     Current Year                             18.00             10.50
 
     Deferred Tax                            (10.33)           (1.21)
 
 5.  Profit after Tax                         71.40             55.39
 
 6.  Less: Prior year Tax                      0.61               -
     adjustments
 
 7.  Add: Profit as per the                  192.34            173.54 
     Balance Sheet
 
 8.  Profit available for                    263.13            228.93 
     Appropriation 
 
 Out of which Directors recommend 
 Appropriation as under: 
 
 a) Proposed Dividend                          6.16              5.66
 
 b) Tax on Dividend                            1.00              0.94
 
 c) Transfer to General                       30.00             30.00 
 Reserve 
 
 d) Transfer to Debenture                     40.00               -
 Redemption Reserve 
 
 e) Surplus carried forward                  185.97            192.34 
 to Balance Sheet
 
 OPERATIONS:
 
 Your Company''s Operating Income during the year under review was Rs.
 832.44 crores as against Rs. 702.79 crores in the previous year. This
 represents an increase of Rs. 129.65 crores which is equivalent to 18.45%
 increase over the previous year. However, in view of ever rising oil
 prices and resultant increase in the all round input costs, increased
 finance costs, etc. have in effect brought the pre and post tax profits
 under pressure. However, there has been slight improvement in the pre
 tax and post-tax profit although it is less than the top line growth
 with profit before tax for the year under review being Rs. 89.07 crores
 and profit after tax of Rs. 71.40 crores.
 
 During the year under review the Company introduced a number of new
 products across several therapeutic categories, such as Acebrolin''
 capsules and syrup, ''Bronconil'' syrup and ''Elfecol'' syrup for Cough &
 cold, ''Eldocort and ''Eldoflam MR'' for pain management, Plasmorid'' as
 anti-malarial, Prexan'' for
 
 hematinic use, ''Eldervit Plus'' tablets, ''l-VIT Plus'' and Samplus'' as
 nutritional supplements, ''Elmecob PG for neuropathy, ''Shelcal HD''
 tablets for Calcium supplementation, ''Shelcal K'' tablets for
 Osteoporosis and ''Somazina Plus'' tablets as neuroprotective.
 
 All the products of the Company including new introductions have been
 well accepted by the medical fraternity in India. The main therapeutic
 area of interest to the Company continues to be Women''s healthcare,
 Wound care and Pain Management, Neutraceuticals / Vitamin Supplements,
 Life Style Diseases & Diabetes, and Antibiotics.
 
 All the three units of the Company in North India, one at Sela Qui and
 the other at Vitlage Charba, Langha Road, near Dehradun in the State of
 Uttarakhand and the third at Paonta Sahib in Himachal Pradesh have been
 enjoying the Central Government''s excise and income tax incentives. The
 production capacities have been expanded at the Sela Qui unit in
 Uttarakhand. The said unit is also being upgraded to meet UK MHRA
 accreditation. This accreditation will help the Company cater to some
 of the export markets. The manufacturing units of the Company at Nerul,
 Navi Mumbai, Paonta Sahib, Himachal Pradesh and Sela Qui, Uttarakhnad,
 are WHO GMP accredited. The bulk drug unit of the Company at Patalganga
 in the Raigad district of Maharashtra received accreditation from the
 Japanese Health Ministry in January 2011.
 
 GLOBAL DEPOSITORY RECEIPTS:
 
 The Company had made an issue of Global Depository Receipts 1GDR)
 during the year 2004-05. All the issued GDRs have been converted into
 shares and no GDR is outstanding as on 31s1 March 2011. The Company''s
 listing for the GDRs. however, continues on the Luxembourg Stock
 Exchange and as on 31st March 2011 the quote for Company''s GDRs was $
 17.51.
 
 DIVIDEND:
 
 The Directors have pleasure in recommending a dividend of 30% i.e. Rs.
 3.00 per share of Rs. 10/- each for the year ended 31st March 2011 and
 the same, once approved by the shareholders, will be paid on or before
 23'' October 2011 to those shareholders whose names appear in the
 Register of Members as on 16th September 2011.
 
 DIRECTORS:
 
 During the Accounting year under review Mr. M. V. Thomas, a Founder
 Director who was appointed by the General Meeting as an Executive
 Director of the Company designated as Director (Finance) and whose
 period of office as such Director iFinance) expired on 30th June 2010,
 resigned as Director vide his letter dated 1st July 2010. The Board has
 accepted his resignation at its meeting held on 27* July 2010. He had,
 however, continued as the Company''s Chief Financial Officer''*jp to 12*
 November 2010.
 
 Dr. J. S. Juneja, Director, is due to retire by rotation at the ensuing
 Annual General Meeting of the Company. He, however, being eligible, has
 offered himself for re-appointment.
 
 Mr. Edoardo Richter, Director, is due to retire by rotation at the
 ensuing Annual General Meeting of the Company. He, however, being
 eligible, has offered himself for re-appointment.
 
 Mrs. Urvashi Saxena, Director, is due to retire by rotation at the
 ensuing Annual General Meeting of the Company. She, however, being
 eligible, has offered herself for re-appointment.
 
 As required under Clause 49 of the Listing Agreement, the details of
 Dr. J. SJuneja, Mr. Edoardo Richter and Mrs Urvashi Saxena.  Directors
 who are due to retire by rotation at the ensuing Annual General Meeting
 but having offered for their re-appointment are given in the Report on
 Corporate Governance, forming part of this Annual Report.
 
 The Board of Directors at its meeting held on 12th August 2011,
 consequent to the approval of the Remuneration Committee, at its
 meeting held on 9th August 2011, has subject to provisions of sections
 198, 269, 309, 310, 311 and other applicable provisions, if any, of the
 Companies Act, 1956 and further subject to the consent and approval of
 Shareholders and /or any other statutory approvals, if any, that may be
 required, appointed Mr. Alok Saxena as Joint Managing Director for a
 period of Five years effective from 12,h August, 2011.
 
 AUDITORS:
 
 M/s. S. S. Khandelwal & Co., Chartered Accountants, Mumbai retire as
 the Auditors of the Company at the conclusion of the ensuing Annual
 General Meeting. They have signified their willingness to get
 re-appointed and have given a declaration that if re-appointed their
 appointment will be within the limits specified under Section 224(1
 )(B) of the Companies Act, 1956. On the recommendation of the Audit
 Committee, the Board proposes, for consideration of the Shareholders,
 the re-appointment of M/s.  S. S. Khandelwal & Co. as Statutory
 Auditors of the Company for the financial year 2011-12. You are
 requested to appoint Auditors and fix their remuneration.
 
 COST AUDITOR:
 
 The Directors have appointed M/s. Sevekari, Khare and Associates, Cost
 Accountants, Mumbai, having registration No.  00084, as Cost Auditors
 of the Company for the formulations and bulk drugs activities of the
 Company for the financial year 2011-12 and their appointment has been
 approved by the Central Government.
 
 INCREASE IN SHARE CAPITAL:
 
 During the year under review the Company made an issue of its equity
 shares to Qualified Institutional Buyers on a private placement basis.
 The Company issued 1,679,450 equity shares of Rs. 10/- each at a price
 ofRs. 415/- per share including a premium of Rs. 405/- per share. The
 paid-up share capital of the Company, therefore, stands increased to Rs.
 205,369,360/- divided into 20,536,936 equity shares ofRs. 10/- each.
 
 Attached hereto at Appendix 1 are the details of funds raised through
 Qualified Institutional Placement as above and their utilization.
 
 NON-CONVERTIBLE DEBENTURES:
 
 Your Company made two issues of Rated Secured Redeemable
 Non-Convertible Debentures on a private placement basis during the year
 under review. The first issue was of 1,188 units of Rs. 10.00 lacs each
 aggregating Rs. 118.80 crores carrying interest 0 10.75% p.a. payable
 half yearly and redeemable in twelve equal quarterly installments
 starting from the end of the 9th quarter from the date of allotment
 i.e. 23rd December 2010 and ending at the end of the 20th quarter from
 the date of attotment. The installments will commence after two years
 of moratorium from the date of allotment. The second issue aggregated Rs.
 73.00 crores comprising of 730 units of Rs. 10.00 lacs each having seven
 year maturity. This issue carries interest 0 11.25% p.a. which is
 payable half yearly from the date of allotment i.e. 30th March 2011 and
 is redeemable in ten equal semi annual installments starting from six
 months after the end of the second year from the date of allotment &
 ending at the end of seventh year from the date of allotment. Both the
 issues were rated by Credit Analysis and Research Limited (CAREl who
 had assigned A '' rating to the said NCD issues of the Company. NCD
 units issued under both the issues have been listed with the WDM
 Segment of National Stock Exchange of India Limited (NSE). The purpose
 of the NCD issue was retirement of high cost debt and to augment the
 medium to long term resources of the Company, including regular capital
 expenditure [not constituting a project).
 
 Attached hereto at Appendix 2 are the details of funds raised through
 Non-Convertible Debentures as above and their utilization.
 
 The directors take this opportunity to express their sincere thanks to
 the investors in NCDs for the confidence reposed by them in the
 Company.
 
 JOINT VENTURES / SUBSIDIARIES / INVESTMENTS:
 
 ELDER INTERNATIONAL FZCO'' the wholly owned subsidiary (WOS) of the
 Company in Jebel Ali, Dubai, United Arab Emirates, was holding 21.1%
 stake in NeutraHealth PLC, U.K. (Neutra).  During the year under review
 it acquired 100% stake through a Scheme of Offer (Scheme) recommended
 by Directors of Neutra.  The Scheme was approved by the High Court of
 the United Kingdom and has become effective from 16th November 2010.
 The Offer was made 0 6.5 pence per share and the total outlay was
 approximatelyRs. 68.50 crores.
 
 Mr. Jagdish Saxena, Chairman and Managing Director of your Company
 continues to be a Director on the Board of Neutrahealth PLC.
 
 The Dubai WOS had been holding 61% interest in Elder Biomeda AD,
 Bulgaria, a step down subsidiary. During the year under review the
 stake was increased to 92.2% by acquiring shares of two shareholders.
 Elder Biomeda AD holds 100% interest in Elder Bulgaria EOOD, a
 pharmaceuticals & neutraceuticals manufacturing company and Biomeda
 2000 EOOD, a distribution company. Bulgaria, being a part of the
 European Union, offers an excellent opportunity for the Company to
 enter the Eastern
 
 European as well as CIS countries. The manufacturing unit in Bulgaria
 is proposed to be upgraded and expanded for manufacturing products for
 the Eastern European, CIS and other markets. The distribution business
 in Bulgaria has started picking up. It is looking at exporting some
 products to nearby countries which hitherto were distributed within
 Bulgaria.
 
 The Dubai WOS has also entered into a 50 : 50 joint venture in Syncro
 Health Limited, Guernsey, which is engaged in web marketing of certain
 neutraceutical products. Guernsey offers certain tax concessions and
 this would make the products offered by Syncro Health Limited
 competitive as compared to buying them in stores. Your directors expect
 that the said joint Venture wilt do well in the years to come..
 
 The Company continues to hold it''s investment in the Nepal Joint
 Venture. During the recent past there have been certain issues on
 decisions taken by the Nepalese partner whereby the Company''s stake in
 terms of percentage to total capital was reduced from earlier £0% to
 30.6%. The Company has notified its dissent to the action taken by the
 partner and has written to the Ministry of Industry, Government of
 Nepal, seeking an amicable solution in the matter. The discussions are
 going on with the Nepalese partner as directed by the Director of
 Industry, Government of Nepal, for arriving at an acceptable solution.
 
 The Company had incorporated a wholly owned subsidiary in Cyprus by the
 name ''Somerta Holdings Co. Limited''. Since inception no activity was
 carried out in the said subsidiary.  Application was made for striking
 the name of the company off the Register under the applicable Companies
 Law in Cyprus and the company was closed on 28th April 2010.
 
 BANKERS AND FINANCIAL INSTITUTIONS:
 
 The Directors wish to put on record their sincere gratitude to the
 consortium of Banks for working capital comprising State Bank of India,
 Canara Bank, Syndicate Bank, Axis Bank Ltd., Development Credit Bank
 Ltd., DBS Bank Ltd. and Bank of Baroda for their continued and timely
 support to the Company.
 
 The Directors also wish to put on record their sincere gratitude to the
 various term lenders for their continued and timely support to the
 Company.
 
 EXPORT HOUSE STATUS:
 
 The Company continues to enjoy Export House'' status. The Company''s
 APIs and Formulations are exported to countries like Italy, Bangladesh,
 Egypt, Brazil, Mexico, Japan, South Korea, Vietnam, Nigeria, Georgia,
 France, Switzerland, Cambodia, Kosovo, Thailand etc. The registration
 procedures are presently going on in a number of countries such as
 Kenya, Netherlands, Ukraine, Ethiopia, Ghana, Botswana etc. and once
 their formalities are completed, the Company''s exports are expected to
 increase.
 
 CREDIT RATING:
 
 Your Company continues to enjoy the topmost rating of CARE A1  from
 Credit Analysis and Research Limited [CARE) for short term debt
 (including Commercial Paper) Programme of Rs. 105 Crores [carved out of
 working capital) and standalone Commercial Paper Programme of Rs. 75
 crores. Further, CARE has also reaffirmed its CARE A  rating for long
 term debt, Secured NCDs programme, working capital and other banking
 facilities (including term loans) of Rs. 486.23 crores signifying
 adequate degree of safety regarding the timely servicing of financial
 obligations.
 
 ISO / WHO GMP ACCREDITATION:
 
 The Company''s Corporate Office continues to be certified as conforming
 to ISO 9001 : 2000 as along with the manufacture units at Pawane, Nerul
 and Patalganga for development, manufacturing and marketing of
 pharmaceutical products. The Company''s bulk drug manufacturing plant at
 Patalganga was upgraded according to ICH Q7A guidelines for
 manufacturing products for the US and UK markets. While the Sela Qui
 formulations plant of the Company has been accredited for WHO GMP, the
 said plant is being upgraded for UK MHRA accreditation.  The
 formulations plants at Nerul and Paonta Sahib have also received WHO
 GMP accreditation. The upcoming formulations plant at Langha Road near
 Dehradun is designed as per US FDA compliance requirements.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AAi of the Companies Act, 1956 the Directors,
 on the basis of compliance certificate received from Managing Director,
 CFO and other executives of the Company and subject to disclosures in
 annual accounts as on 31st March 2011 and on the basis of discussions
 with the Statutory Auditors of the Company from time to time, 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 financial year ended on 31st March
 2011 and the profit of the Company for that year;
 
 c) That the Directors had taken proper and sufficient care for
 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 prevention and
 detection of fraud and other irregularities;
 
 d) That the Directors had prepared the accounts for the financial year
 ended 31st March 2011 on a ''going concern basis''.
 
 CORPORATE GOVERNANCE:
 
 In pursuance of the system of Corporate Governance instituted by SEBI
 and forming part of the Listing Agreement with the Stock Exchanges, a
 report thereon is separately attached to this report.
 
 RESEARCH AND DEVELOPMENT ACTIVITY:
 
 The Research and Development activities of the Company continue to be
 recognized by the Department of Science and Technology, Government of
 India. The Research and Development laboratory of the Company has
 successfully developed certain import substitute molecules /
 intermediates and has been working on development of a number of other
 molecules. It has also been continuously working on process
 developments of the molecules already developed by it. It has been
 engaged in development of new products and their improvement in terms
 of delivery, absorption and efficacy. The Company has applied for
 sixteen Indian patents with seven PCT applications. Out of these one
 PCT application has been entered in the USA, Europe and Japan. The
 Company enjoys approved status for its Research & Development
 Facility from the Secretary'', DSIR u/s 35 (2AB] of the Income Tax Act,
 1961 for claiming rebate on the expenses incurred by the Company on
 Research and Development.
 
 INSURANCE OF ASSETS:
 
 All the fixed assets, finished goods, semi-finished goods, raw
 materials, packing materials and other goods and assets of the Company
 lying at different locations and in-transit have been insured against
 fire, burglary, transit, riots, strike, malicious damage and allied
 risks.
 
 CAPITALISATION:
 
 During the year under review the Company has added fixed assets worth Rs.
 37.38 crores whereas disposal and adjustment of fixed assets amounted
 toRs. 0.12 crores. The Company had capital work in progress amounting to
 Rs. 93.03 crores as at 315'' March 2011 at various project sites.
 
 DEPOSITS:
 
 The Company''s public deposit scheme has been receiving good response
 from depositors. The Company is regular in repayment and payment of
 interest and has not defaulted therein. The Company has been complying
 with the provisions of Section 58A and other applicable provisions, if
 any of the Companies Act, 1956 and the rules made thereunder. As at
 31sl March 2011 the fixed deposits outstanding under the public deposit
 scheme were Rs. 52.06 crores. During the accounting year under review the
 Company has appointed Bajaj Capitals Limited as the Managers to the
 Fixed Deposit Schemes of the Company.
 
 AUDITORS'' REPORT:
 
 Notels] on accounts as referred to in the Auditors Report is / are
 self-explanatory and therefore do not call for further comments or
 explanation.
 
 PARTICULARS OF EMPLOYEES:
 
 Information as per Section 217(2A) of the Companies Act, 1956, read
 with Companies (Particulars of Employees) Rules, 1975 as amended is
 available at the registered office of the Company. As per the
 provisions of Section 219(i)(b)(iv) of the Companies Act, 1956, this
 Report and Accounts are being sent to all Shareholders of the Company
 and others entitled to it excluding the aforesaid information. Any
 Shareholder interested in obtaining a copy of the statement under
 Section 217(2A) of the Companies Act, 1956 may write to the Company
 Secretary at the address of the registered office of the Company.
 
 EMPLOYER / EMPLOYEE RELATIONS:
 
 The relationship with the workers of the Company''s manufacturing units
 and other staff continues to be cordial. The Directors wish to place on
 record their sincere appreciation and gratitude for the services
 rendered by the workers and staff at all levels.
 
 EMPLOYEE STOCK OPTION PLAN:
 
 The Shareholders at the 21s'' Annual General Meeting of the Company
 passed a resolution approving the Employee Stock Option Plan called
 ''Elder ESOP 2004''. A total of 1,439,274 equity shares of the Company
 are available under Elder ESOP 2004 for grant of Options at an exercise
 price of 15% discount to the market rate. The Company had granted
 Options in respect of 399,250 shares which were to be exercised in four
 equal parts ending on 27,h March 2008 at an exercise price of Rs. 209/-
 per share inclusive of a premium of Rs. 199/- per share. Out of the
 Options granted 285,748 were exercised. Options that were not exercised
 within the stipulated period have lapsed. There are 1,153,526 shares
 for which Options can still be granted to Employees under Elder ESOP
 2004.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 In accordance with Rule 2 of the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988 as applicable, the
 particulars relating to conservation of energy and technology
 absorption are given in Annexure 1 to this Report.
 
 The foreign exchange outgo during the year under review was Rs. 35.66
 crores for imports of raw materials / trading and other items, and Rs.
 31.46 lacs for foreign travel. The Company also paid Rs. 2.83 crores in
 foreign exchange as interest on the External Commercial Borrowing of
 Japanese Yen equivalent of USD 15 million. The foreign exchange
 earnings during the year were Rs. 22.78 crores on account of exports on
 FOB basis.
 
                                       For and on behalf of the Board
 
                                                       Jagdish Saxena
 
 Mumbai, 12th August, 2011                                  Chairman