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Directors Report of Abbott India Ltd.

Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting the Seventy-first Annual report and the Audited Financial statements of the Company for the financial year 2014-15.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs) For the For the year Period ended January 1, March 2013 to 31, 2015 March 31, 2014*

sales 2237,60.25 2231,28.59

Profit before Tax 344,36.08 294,55.35

Profit After Tax 228,95.93 198,45.07

balance brought forward 539,34.96 418,20.25

Profit available for 768,30.89 616,65.32

appropriation

Appropriations :

Dividend (Proposed) 65,87.28 48,87.34

Corporate Dividend Tax 13,41.02 8,58.51@

Transfer to reserves 22,89.59 19,84.51

balance carried forward 666,13.00 539,34.96

@ Includes Corporate Dividend Tax of Rs. 27.91 Lakhs for the year ended December 31, 2012.

* With effect from previous financial year, the Company has changed its accounting year from year ended December 31 to year ended March 31.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs. 31/- per share on 2,12,49,302 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2015. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 65,87.28 Lakhs (Previous year : Rs. 48,87.34 Lakhs) and Corporate Dividend Tax of Rs. 13,41.02 Lakhs (Previous year : Rs. 8,30.60 Lakhs). The Corporate Dividend Tax is provided at the rate applicable on the day on which the Financial statements were approved by the Board of Directors.

RESERVES

During the year, Rs. 22,89.59 Lakhs was transferred to General Reserve. The total Reserves as on March 31, 2015 amounted to Rs. 916,27.83 Lakhs comprising of Amalgamation Reserve Rs. 37.82 Lakhs, Capital Reserve Rs. 5,22.62 Lakhs, Capital Redemption Reserve Rs. 2,52.48 Lakhs, General Reserve Rs. 242,01.91 Lakhs and Surplus as per the Statement of Profit & Loss amounting to Rs. 666,13.00 Lakhs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that :

a. in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b. they 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 as at March 31, 2015 and of the profits of the Company for that year;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the Annual Accounts of the Company on a going concern basis;

e. they have laid down adequate Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

Policy on dealing with Related Party Transactions and Materiality :

Policy on dealing with Related Party Transactions and Materiality, as approved by the Board,

is available on the Company''s website at http://www.abbott.co.in/investor-relations.html.

As per the said Policy, all Related Party Transactions are pre-approved by the Audit Committee and Board as and when required. The same are also reviewed by the Audit Committee and Board on a quarterly / annual basis.

Details of Related Party Transactions :

All contracts / arrangements / transactions entered into by the Company during the financial year 2014-15 with Related Parties were in the ordinary course of business and on arm''s length basis. Also, there was no contract / arrangement / transaction with any of the Related Parties which could be considered material in accordance with the Companies Act, 2013, Rules framed thereunder and Clause 49 of the Listing Agreement.

Details of Related Party Transactions entered into by the Company during the financial year 2014-15 are provided in Note 40 to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Policy :

The Board has, on recommendation of the Corporate Social Responsibility Committee, adopted a CSR Policy. The said Policy is available on the Company''s website at http://www. abbott.co.in/investor-relations.html.

CSR initiatives undertaken during the financial year 2014-15 :

During the year, the Company spent Rs. 4,63.19 Lakhs on CSR activities.

The Annual Report of CSR Activities undertaken by the Company during the financial year 2014-15, is annexed as "Annexure I" and forms part of this Report.

RISK MANAGEMENT FRAMEWORK

The Company recognises Risk Management as an integrated, forward-looking and process-orientated approach. It has developed a Risk Framework that broadly encompasses : aligning risk appetite & strategy; enhancing risk response; reducing operational surprises. During the year, a Risk Management Core Team was formed with representatives of different businesses and functions, who would identify risks and propose mitigation plans. The Company has set up a Risk Management Committee, in accordance with the requirements of Clause 49 of the Listing Agreement, which would periodically monitor the major risks & assess the adequacy of their mitigation plans. Key risks and their mitigation plans are reported to the Audit Committee and Board of Directors.

DIRECTORS

Mr Ashok Dayal (DIN : 00065907), retired by rotation at the last Annual General Meeting held on August 1, 2014.

Ms Valentine Yien (DIN : 05180794) resigned as Director effective February 28, 2015. The Board places on record its sincere appreciation for their valuable contributions during their tenure.

Mr Krishna Mohan Sahni (DIN : 02103128), was appointed by the Board as Additional Director under Section 161 of the Companies Act, 2013 and Article 113 of the Articles of Association of the Company and as Independent Director Company for a period of five years, not liable to retire by rotation under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with effect from October 29, 2014. His appointment is subject to the approval of the Members .

Ms Nancy Berce (DIN : 07190005), was appointed as Additional Director by the Board effective May 27, 2015. In terms of provisions of Section 161 (1) of the Companies Act, 2013, she holds office upto the date of the ensuing Annual General Meeting.

In compliance with provisions of Section 152 of the Companies Act, 2013, Mr Bhasker Iyer (DIN : 00480341) and Mr Sachin Dharap (DIN : 00785700) retire by rotation, at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Based on the recommendation of Nomination and Remuneration Committee, your Directors recommend the appointment / re-appointment of Mr Sahni, Ms Berce, Mr Iyer and Mr Dharap on the Board of the Company.

Declaration of Independence :

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Number of Meetings of the Board :

Five Board Meetings were held during the year on May 28, 2014; August 1, 2014; August 14, 2014; November 11, 2014 and February 10, 2015.

Policy on Nomination and Appointment of Directors / Criteria for appointment of Senior Management :

Policy on Nomination and Appointment of Directors / Criteria for Appointment of Senior Management as formulated under Section 178 (3) of the Companies Act, 2013 and Clause 49 (IV) (B) (2) of the Listing Agreement is annexed as "Annexure II" and forms part of this Report.

The Remuneration Policy is annexed to the Corporate Governance Report which forms part of this Report.

Performance Evaluation of the Board, Board Committees and Directors :

The Company has devised Performance Evaluation Framework and Policy, which sets a mechanism for the evaluation of the Board, Board Committees and Directors.

Performance evaluation of the board, board Committees and Directors was carried out through self-assessment and group discussions in terms of the aforesaid Framework and Policy.

Familiarisation Programs for Independent Directors :

In terms of the Company''s Policy on Induction and Continuing Education Program for Independent Directors, various programs are conducted from time to time to familiarize the Independent Directors with the Company, its operations, its management and the industry in which it operates. It seeks to enable the Independent Directors to understand the business and strategy, and leverage their expertise and experience to the maximum benefit of the Company.

Details of such programs conducted by the Company for the financial year 2014-15 are available on the website of the Company at http://www.abbott.co.in/investor-relations.html.

KEY MANAGERIAL PERSONNEL

Mr Rehan A. Khan, Managing Director; Mr Kaiyomarz Marfatia, Whole-time Director; Mr Rajiv Sonalkar, Chief Financial Officer; and Ms Krupa Anandpara, Company Secretary are the Key Managerial Personnel of the Company.

There was no change in Key Managerial Personnel of the Company during the financial year.

AUDIT COMMITTEE

The Audit Committee comprises of Mr Ranjan Kapur (Chairman), Mr R.A.Shah, Mr Krishna Mohan Sahni and Mr Munir Shaikh. Role of the Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board, in terms of the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement, has formulated the Whistle Blower Policy / Vigil Mechanism called "Abbott India Limited - Procedure for Internal Investigations". The said Policy lays down a mechanism for reporting and investigations of all unethical behavior, alleged violations or potential violations of laws, regulations or Abbott''s Code of Business Conduct, policies, procedures or other standards.

The said Policy is available on the website of the Company at http://www.abbott.co.in/investor-relations.html.

Employees have numerous ways to voice concerns and are encouraged to report concerns internally for resolution. The said Policy provides for adequate safeguards against retaliation and access to the Chairman of the Audit Committee.

The genuine concerns can be communicated through any sources provided under the said Policy or e-mail at http:// speakup.abbott.com .

statutory auditors

S R B C & CO LLP, Chartered Accountants, (ICAI Firm Registration No : 324982E), were appointed as the Statutory Auditors for a term of 5 years at the last Annual General Meeting of the Company held on August 1, 2014.

In terms of provisions of Section 139(1) of the Companies Act, 2013, the continuation of the appointment of S R B C & CO LLP as Statutory Auditors shall be subject to ratification by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from S R B C & CO LLP regarding their eligibility and willingness to continue as the Statutory Auditors.

auditors'' report

The Auditors'' Report for the financial year 2014-15 does not contain any adverse remarks, qualifications or reservation or disclaimer, which required explanation / comments by the Board.

cost auditors

M/s N I Mehta & Co., Cost Accountants (Registration No.: 000023), having its office at 11, Jolly Maker Chamber - II, Nariman Point, Mumbai - 400 021, are appointed as the Cost Auditors of the Company for the financial year 2015-16 at a remuneration of Rs. 6.05 Lakhs plus applicable taxes and reimbursement of out-of-pocket expenses.

The said remuneration to the Cost Auditors shall be subject to ratification by the Members at the ensuing Annual General Meeting.

Cost Audit Report alongwith the Compliance Report was filed on September 26, 2014 (Due date of filing was September 27, 2014).

INTERNAL AUDITORS

M/s KPMG, Chartered Accountants, (Registration No.: BA62445) are the Internal Auditors of the Company.

SECRETARIAL AUDITORS

Ms. Neena Bhatia, Practicing Company secretary, (Membership No. : ACs 11950) (CP No. : 2661) was appointed as secretarial Auditor of the Company to conduct secretarial Audit for the financial year 2014-15.

SECRETARIAL AUDIT REPORT

The secretarial Audit Report for the financial year ended March 31, 2015 does not contain any adverse remark, qualification or reservation or declaimer which requires any explanation / comments by the board. The said report is annexed as "Annexure III" and forms part of this report.

HEALTH, SAFETY AND ENVIRONMENT

Compliance with relevant regulations coupled with effective management of these issues is an integral part of the Company''s operating philosophy and we stand committed to continually improve on these objectives. The Company, year on year, increases its focus on improving Health, safety and Environment.

Health and Safety :

The Company is committed to promoting health and safety of its employees. The Company has a dedicated safety Officer and a safety Committee, which includes representation from workmen and meets regularly to review issues impacting plant safety and employee health. The Company''s EHs program includes the policy on safety, health and environment, well defined EHs organizational structure, EHs soPs and EHs specific programs.

Various training programs are conducted at the Plant on health and safety issues including dealing with epidemics, ergonomics, machine guarding, work safety, road safety, etc. Regular health checkup (once a year) of the Plant employees is carried out. Mock drills for firefighting and rescue operations with the involvement of local fire services are also being conducted.

The plant has a well-equipped first-aid room with a full- time nurse and occupational Health Physician catering to employee needs. The Plant also has a full-fledged ambulance van. A cross-functional team for Employee Health and safety (EHs) and Emergency Action Plan (EAP) is in place.

The Plant celebrated National safety Week from 4th to 10th of March, 2015. Various activities were planned during the week. Training program for e-waste disposal was conducted by an external agency during the week. Blood Donation Camp was organized in this week with the help of Goa Medical College and there was enthusiastic participation by plant personnel. Additionally, training program on women''s health and related issues was also organised by a leading cardiologist during this period.

An elaborate audit for Environment, Health and safety in accordance with Abbott''s global standards and local regulations compliance was conducted by Abbott''s global corporate team and external consultants

Environment :

The Company continuously endeavors to improve on environmental management to minimize the adverse environmental impact and through all activities demonstrate commitment to protecting the environment.

The Goa plant is a "ZERO" discharge plant. The Company has in place a modern state of art effluent treatment plant at the Goa unit, treating and discharging waste water with parameters of treated effluent well below the limits set by the local Pollution Control Board. The treated water from waste water treatment plant is recycled for horticulture within the site.

Rain water harvesting project, initiated two years ago, continued at the Plant during this year also, which resulted in 650 KL of water saving during monsoons. The emissions from boiler and generator stacks are monitored regularly and are well below the limits set by the state Pollution Control Board. The ambient air quality is being monitored on a regular basis to conform to the compliance of ambient air quality standards. There is also a vermi-composting unit to convert canteen waste into organic manure, which is used in the lawns and plantation inside the factory premises.

The site retains its certification of Zero Waste to landfill in purview of waste disposal. 81% of our waste goes for recycling, 16% for incineration and 3% for composting.

Environmental Key Performance Indicators are shared and discussed with employees on regular basis in order to continuously minimise the impact on environment.

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

The particulars as required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo, etc. are annexed as "Annexure IV" and forms part of this Report.

EXTRACT OF ANNUAL RETURN

extract of Annual return as provided under sub-section (3) of section 92 is annexed as "Annexure V" and forms part of this report.

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS pER RuLE 5 OF THE COMpANIES (AppOINTMENT AND REMUNERATION OF Managerial pERSONNEL ) RULES, 2014.

Disclosures required in accordance with the provisions of section 197 (12) of the Companies Act, 2013, read with rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) rules, 2014 is annexed as Annexure VI and forms part of this report.

statement containing Particulars of employees pursuant to section 197 (12) of the Companies Act, 2013 read with rule 5 (2) of the Companies (Appointment and remuneration of Managerial Personnel) rules, 2014 forms part of this report. However, as per the provisions of section 134 and 136 of the Companies Act, 2013, the report and Financial statements are being sent to the Members and others entitled thereto, excluding the statement containing Particulars of employees, which is available for inspection by the Members at the registerd office of the Company during business hours on all working days (except saturdays), upto the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such statement may write to the Company secretary at the registered office of the Company.

Report ON corporate GOVERNANCE

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of this report.

DISCLOSURES OF ORDERS pASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

FIxED DEpOSITS

No fixed deposits were accepted during the year.

particulars OF LOANS, Investments AND GUARANTEES

The Company has not granted any loan or provided any guarantees to or invested in securities of any other body corporate during the year.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions relating to these items during the year under review :

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any joint venture or subsidiaries.

EMpLOYEES

Your Board places on record its sincere appreciation for the significant contributions made by employees across the Company through their dedication and commitment.

ACKNOWLEDGEMENT

Your Board sincerely thank all the business partners, institutions, banks and in particular, the shareholders for their continued support to and trust in the Company.

For and on behalf of the Board

Munir Shaikh Ranjan Kapur Chairman Director DIN : 00096273 DIN : 00035113


Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting the Seventieth Annual Report and the Audited Accounts of the Company for 15 months'' period ended March 31, 2014.

Financial Results

(Rs. in Lakhs)

For the period For year ended January 1, 2013 to December 31, March 31, 2014# 2012

Sales 2231,28.59 1613,09.30

Profit Before Tax 294,55.35 214,99.29

Profit After Tax 198,45.07 144,70.05

Balance brought forward 418,20.25 329,95.61

Profit available for appropriation 616,65.32 474,65.66

Appropriations :

Dividend (Proposed) 48,87.34 36,12.38

Corporate Dividend Tax 8,58.51* 5,86.02

Transfer to Reserves 19,84.51 14,47.01

Balance carried forward 539,34.96 418,20.25

* Includes Corporate Dividend Tax of Rs. 27.91 Lakhs for the year ended December 31, 2012.

#The Company changed its accounting year from year ended December 31 to year ended March 31 effective this year. Accordingly, these fnancial statements are prepared for 15 months'' period from January 1, 2013 to March 31, 2014.

Dividend

Your Directors recommend a dividend of Rs. 23/- per share on 2,12,49,302 fully paid-up Equity Shares of Rs. 10/- each of the Company for the period ended March 31, 2014. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 48,87.34 Lakhs. (Previous year : Rs. 36,12.38 Lakhs) and Corporate Dividend Tax of Rs. 8,30.60 Lakhs (Previous year : Rs. 5,86.02 Lakhs). The Corporate Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

Reserves

The total Reserves as on March 31, 2014 amounted to Rs. 766,60.20 Lakhs comprising of Amalgamation Reserve Rs. 37.82 Lakhs, Capital Reserve Rs. 5,22.62 Lakhs, Capital Redemption Reserve Rs. 2,52.48 Lakhs, General Reserve Rs. 219,12.32 Lakhs and Surplus as per the Statement of Profit & Loss amounting to Rs. 539,34.96 Lakhs.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that :

1. In the preparation of the Accounts, the applicable accounting standards have been followed.

2. They 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 for the period ended March 31, 2014, and of the Profit of the Company for that period.

3. They have taken proper and suffcient 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. They have prepared the accompanying Accounts for the period ended March 31, 2014, on a going concern basis.

Fixed Deposits

No fixed deposits were accepted during the period.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given in Annexure I and forms part of this Report.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure II and forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company at its Registered office.

DIRECTORS

Mr Thomas Dee resigned as Director of the Company effective September 30, 2013.

Mr Ashok Dayal, who retires by rotation at the ensuing Annual General Meeting, does not seek re-appointment. The Board proposes not to fll up the vacancy, for the time being.

The Board places on record its sincere appreciation for the valuable support and guidence received from Mr Thomas Dee and Mr Ashok Dayal during their tenure.

Ms Valentine Yien was appointed as an Additional Director of the Company with effect from December 23, 2013, and holds office upto the date of the ensuing Annual General Meeting. The Board recommends appointment of Ms Yien as Director of the Company, liable to retire by rotation.

Mr R. A. Shah and Mr Ranjan Kapur retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board proposes to appoint them as Independent Directors, in terms of the provisions of Section 149 of the Companies Act, 2013, for a term upto March 31, 2019, not liable to retire by rotation.

The Company has received declarations from Mr R. A. Shah and Mr Ranjan Kapur, confrming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Your Directors have pleasure in recommending their appointment.

STATUTORY AUDITORS

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. : 117366W), the Statutory Auditors, hold office upto the conclusion of the ensuing Annual General Meeting.

In view of completion of the term prescribed under the provisions of Section 139(2) of the Companies Act, 2013 for Deloitte Haskins & Sells LLP, the Statutory Auditors, your Board proposes rotation of the Auditors of the Company and recommend appointment of S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration No. : 324982E) as the Statutory Auditors for a term of five years i.e. from fnancial year 2014-15 to fnancial year 2018-19 and to hold office till the conclusion of the Seventy-fifth Annual General Meeting of the Company (subject to ratifcation by Members at every Annual General Meeting).

The Board places on record its sincere appreciation for the valuable services rendered by Deloitte Haskins & Sells LLP during its association with the Company over the past 19 years.

COST AUDITORS

M/s N I Mehta & Co., Cost Accountants (Registration No. 000023), having its office at 115, Jolly Maker Chamber – II, Nariman Point, Mumbai – 400 021, are appointed as the Cost Auditors of the Company for the fnancial year 2014-15 at a remuneration of Rs. 6.05 Lakhs plus applicable taxes and reimbursement of out of pocket expenses.

The said remuneration will be subject to ratifcation by the shareholders at the ensuing Annual General Meeting.

ENVIRONMENT, HEALTH AND SAFETY

Compliance with relevant regulations coupled with effective management of these issues is an integral part of the Company''s operating philosophy and we stand committed to continually improve on these objectives. There was a considerable focus on improving Environment, Health and Safety during the period under review by the Company.

I. ENVIRONMENT

The Company continuously endeavors to improve on environmental management to minimize the adverse environmental impact and through all activities demonstrate commitment to protecting the environment.

The Goa plant is a "ZERO" discharge plant. The Company has in place a modern state of the art effuent treatment plant at the Goa unit, treating and discharging wastewater with parameters of treated effuent well below the limits set by the local Pollution Control Board. The treated water from waste water treatment plant is recycled for horticulture within the site.

The rain water harvesting project, which was installed last year, resulted in 600 KL of water saving during monsoons. The emissions from boiler and generator stacks are monitored regularly and are well below the limits set by the State Pollution Control Board. The ambient air quality is being monitored on a regular basis to conform to the compliance of ambient air quality standards. There is also a vermi-composting unit to convert canteen waste into organic manure, which is used in the lawns and plantation inside the factory premises. The plant''s briquette (compressed groundnut shells, wastes from crops, etc.) fred boiler eliminates furnace oil usage. The annual CO2 emission reduction is 740 tons and zero sulphur emissions.

The site has been awarded Zero Waste to Landfll certification in purview of waste disposal. 81% of waste generated at the plant goes for recycling, 17% for incineration and 2% for composting.

Environmental Key Performance Indicators are shared and discussed with the employees in order to continuously minimise the impact on environment.

II. HEALTH AND SAFETY

The Company is committed to promoting health and safety of its employees. The Company has a dedicated Safety officer and a Safety Committee in place, which includes representation from workmen and meets regularly to review issues impacting plant safety and employee health. Our EHS program includes the policy on Environment, Health and Safety, well defined EHS organizational structure, EHS Standard Operating Procedures and EHS specific programs.

Various key measures like conducting training programs on various health and safety issues including dealing with epidemics, ergonomics, machine guarding, work safety, road safety, frst-aid, manual handling, etc. have been implemented. Regular health checkup (once a year) of the plant employees is carried out. Detailed frst-aid training by certified agencies like Indian Red Cross Society has also been imparted to the employees. The plant celebrated National Safety Week from 4th to 10th of March, 2014. Various activities were planned during the week. Programs like safety quiz, drawing competition, slogan and hazard identifcation competition were conducted. Training programs by external agencies were also conducted during the week, which included machine safety, guarding and material handling from

Green Triangle Society and frst aid training from the Indian Red Cross Society.

The plant also celebrated Road Safety Week in the month of January, 2014 in which road safety awareness programs were conducted. A two-wheeler conditioning camp was conducted for employees at the site.

The plant has a well-equipped frst aid room with a full-time nurse and Occupational Health Physician catering to employee needs.

The plant also has a full-fedged ambulance van.

A cross-functional team for Employee Health and Safety (EHS) and Emergency Action Plan (EAP) is in place.

Routine audits for Environment, Health and Safety compliance are conducted with the assistance of personnel from Abbott''s global corporate team.

TECHNOLOGY ABSORPTION AND DEVELOPMENT

The R & D Centre of the Company at Goa is approved by the Department of Scientifc and Industrial Research. It carries out development of new formulations and modification of existing ones for life cycle management. The R & D Centre also carries out evaluation of product dossiers for introduction of new products through insourcing. Effective life cycle management, cost reduction in existing product and new vendor development are focus areas at the R & D Centre.

The R & D Centre has played a key role in launching new products during the period under review e.g. Vertin OD Tablet (Vertigo), Dufaxamin tablet (Hepatic encephalopathy), Arachitol chewable tablets (Vitamin D3), Bruft tablet (Acute pain) and Titaferon injection (Hepatitis C). It has also been instrumental in site to site technology transfers for rationalization of production sites to improve efficiencies, costs and take care of business exigencies; notable among them were technology transfer of Vertin and Duphaston to alternative manufacturing sites.

EMPLOYEES

Your Board records its sincere appreciation for the significant contributions made by employees across the Company through their continued commitment and dedication.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

For and on behalf of the Board

Mumbai R. A. Shah Rehan A. Khan

May 28, 2014 Director Managing Director


Dec 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the Sixty-Ninth Annual Report and Audited Accounts of the Company for the year ended December 31, 2012.

Financial Results

Rs. in Lakhs Year ended Year ended December December 31, 2012 31,2011

Sales 1613,09.30 1445,5729

Profit Before Tax 214,99.29 180,15.83

Profit After Tax 144,70.05 120,39.30

Balance brough forward 329,95.61 263,44.69

Profit availabile for appropriation 474,65.66 383,83.99

Appropriations:

Dividend (Proposed) 36,12.38 36,12.38

Corporate Dividend Tax 5,86.02 # 5,72.07

Transfer to Reserves 14,47.01 12,03.93

Balance Carried forward 418,20.25 329,95.61

# Includes credit of Corporate Dividend Tax Rs. 13.95 Lakhs for period December 1, 2009 to December 31, 2010

Dividend

Your Directors recommend a dividend of Rs. 17 per share for the year ended December 31, 2012. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 36,12.38 Lakhs (Previous year: Rs. 36,12.38 Lakhs) and Corporate Dividend Tax of Rs. 5,86.02 Lakhs (Previous year: Rs. 5,86.02 Lakhs). The Corporate Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

Reserves

Reserves as on December 31, 2012 were Rs. 625,60.98 Lakhs comprising of Amalgamation Reserve Rs. 37.82 Lakhs, Capital Reserve Rs. 5,22.62 Lakhs, Capital Redemption Reserve Rs. 2,52.48 Lakhs, General Reserve Rs. 199,27.81 Lakhs and Surplus in Statement of Profit and Loss Rs. 418,20.25 Lakhs.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act) your Directors state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They 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 for the year ended December 31, 2012, and of the Profit of the Company for the year.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the accompanying Annual Accounts for the year ended December 31, 2012, on a going concern basis.

FIXED DEPOSITS

No fixed deposits were accepted during the year.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is given in Annexure I and forms part of this Report.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure II and forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to the shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company at its Registered Office.

DIRECTORS

Mr Laurent Van Lerberghe and Mr Ramon F Neira Hoyos resigned as Directors of the Company effective February 20, 2013. The Board placed on record its sincere appreciation for the valuable support rendered by them.

Mr Bhasker Iyer and Mr Sachin Dharap have been appointed as Additional Directors by the Board with effect from February 20, 2013, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

Mr Munir Shaikh and Mr R. A. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors have pleasure in recommending their appointment.

STATUTORY AUDITORS

Messrs Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors, retire at this Annual General Meeting and are eligible for re-appointment.

COST AUDITORS

M/s N I Mehta & Co, Cost Accountants 83, Bakhtawar Narayan Dabholkar Road Mumbai-400 006

The Cost Audit Report for the financial year 2011 was filed with the Central Government on January 30, 2013 (Due date for filing - February 28, 2013).

HEALTH, SAFETY AND ENVIRONMENT

Compliance with relevant regulations coupled with effective management of these issues is an integral part of the Company''s operating philosophy and we stand committed to continually improve on these objectives. There was considerable focus on improving Health, Safety and Environment during the year by the Company.

i. Environment

The Company continuously endeavors to improve on environmental management to minimise the adverse environmental impact and through all our activities demonstrate commitment to protecting the environment.

The plant has a state of the art activated sludge type waste water treatment plant. The plant is a ZERO discharge plant. The quality of treated water from the waste water treatment plant is well below the norms laid down by pollution control board. The treated water is recycled for horticulture within the site. During the current year water recycling initiatives were taken up.

The ambient air quality is being monitored on a regular basis to conform to the compliance of ambient air quality standards.

There is also a vermi-composting unit to convert canteen waste into organic manure, which is used in the lawns and plantation inside the premises.

During the year the plant reduced the carbon footprint by reducing 112 tons of C02 emission by implementing various electricity saving projects such as, installation of Variable Frequency Drive (VFD), optimisation of light usage, online dissolve oxygen trimming system in effluent treatment plant etc. Further, the plant commissioned briquette fired boiler which reduced furnace oil usage. The anticipated annual C02 emission reduction is 740 tons and there are no sulphur emissions.

Environmental Key Performance Indicators are shared and discussed with employees to increase awareness and thereby minimise the impact on environment.

ii. Health and Safety

The Company is committed to promoting health and safety of its employees. The Company has a dedicated Safety Officer and a Safety Committee in place, which includes representation from workmen and meets regularly to review issues impacting plant safety and employee health. The Employee, Health and Safety (EHS) programme includes EHS & E policy, well defined orgnisational structure, EHS SOP''s and EHS specific programmes.

In the plant we are driving a programme of moving to ZERO EHS incidents with focus on near miss reporting, cultural change and behavioural based safety.

Employees are the key to the success of the EHS Management System as they are responsible for the proper implementation and maintenance of systems.

The site conducts various training programmes related to EHS. The site develops a yearly training schedule (calendar), reviewed quarterly and strictly adheres to it. The topics covered are machine guarding, forklift safety, electrical safety, ergonomics, waste management, first aid, emergency preparedness planning, confined spaces, spill prevention, chemical safety, work permit, biological safety, etc.

Detailed first-aid training by certified agencies like Indian Red Cross Society has also been imparted to the employees.

The plant celebrated the World Environment Day on June 5, 2012. Vehicle emission checking drive was also conducted.

The plant has an in house occupational health centre. The centre is equipped with Phygmo Nanometer, Spirometer, Audiometer, Audiometric Cabin and Otoscope, besides regular first aid equipment. The plant also has a well equipped ambulance.

A cross-functional team for EHS and Emergency Action Plan (EAP) is in place.

Routine audits for Environment, Health and Safety compliance are conducted with the assistance of personnel from Abbott''s global corporate team.

TECHNOLOGY ABSORPTION AND DEVELOPMENT

The R&D Centre of the Company at Goa is approved by the Department of Scientific and Industrial Research. It carries out development of new formulations and modification of existing ones for Life Cycle Management. R&D center also carries out evaluation of product dossiers for introduction of new products through insourcing. Effective Life Cycle Management, cost reduction in existing products and new vendor development are focus areas at the R&D centre.

The R&D centre has played a key role in launching new products in 2012, e.g. Adiza, Zilsa, Obimet GX forte and Omacor. The R&D has been instrumental in site to site technology transfers as a result of rationalisation of production sites to improve efficiencies and costs. Notable among them were insourcing of Cremaffin Plus, Udiliv and Duphalac manufacturing to Goa Plant.

EMPLOYEES

Your Board records its sincere appreciation for the significant contribution made by employees across the Company through their continued commitment and dedication.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

For and on behalf of the Board

February 20, 2013 Munir Shaikh Rehan A. Khan

Mumbai Chairman Managing Director


Dec 31, 2010

The directors have pleasure in presenting the Sixty-Seventh Annual Report and Audited Accounts of the Company for the thirteen months period ended December 31, 2010.

Financial Results

Rupees in Lakhs

Thirteen Months period ended Year ended December November 31, 2010 30, 2009

Sales 989,88 760,93

Profit Before Tax 94,15 117,38

Profit After Tax 60,94 77,51

Balance brought forward 235,71 193,15

Profit available for appropriation 296,65 270,66

Appropriations:

Dividend (Proposed) 23,25 23,25

Corporate Dividend Tax 3,86 3,95

Transfer to Reserves 6,09 7,75

Balance carried forward 263,45 235,71

Dividend

Your Directors recommend a dividend of Rs. 17.00 per share on 1,36,75,240 fully paid-up Equity Shares of Rs. 10 each of the Company for the period ended December 31,2010. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 23,25 Lakhs (Previous year : Rs. 23,25 Lakhs) and Corporate Dividend Tax of Rs. 3,86 Lakhs. The Corporate Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

Reserves

The total Reserves as on December 31, 2010 amounted to Rs. 291,71 Lakhs comprising of Amalgamation Reserve Rs. 38 Lakhs, Capital Reserve Rs. 5,23 Lakhs, Capital Redemption Reserve Rs. 2,52 Lakhs, Revenue Reserve Rs. 20,13 Lakhs and Surplus as per Profit & Loss Account amounting to Rs. 263,45 Lakhs.

Fixed Deposits

No fixed deposits were accepted during the period.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 (the Act) your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. They 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 for the period ended December 31, 2010, and of the Profit of the Company for that period, except for the following:

As per the practise consistently followed by the Company, the depreciation on computers, photocopiers, facsimile machines, modems and appliances is provided at the rate of 80%. Fixed Assets costing Rs. 5,000 or less are fully depreciated in the year of acquisition. (See Schedule 15 - Significant Accounting Policies 4).

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the accompanying annual accounts for the period ended December 31, 2010, on a going concern basis.

Information pursuant to Section 217 of the Companies Act, 1956

The information required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings / outgo is given in Annexure I and forms part of this Report.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure II and forms part of this Report. As per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to the shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company at its Registered Office.

Directors

Mr Zahirali Lavji resigned as Director of the Company effective December 31, 2010. The Board placed on record its sincere appreciation for support rendered by him.

The Board at its meeting held on February 28, 2011 appointed Mr Kaiyomarz Marfatia as Additional/ Whole-time Director and Mr Ramon F Neira Hoyos as Additional Director effective March 01, 2011 and March 09, 2011 respectively. In terms of Section 260 of the Companies Act, 1956, they hold office upto the date of forthcoming Annual General Meeting and being eligible offer themselves for appointment.

Mr Ashok Dayal and Mr Thomas Dee retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Your Directors have pleasure in recommending their appointment.

Auditors

Messrs Deloitte, Haskins & Sells, Chartered Accountants, the Statutory Auditors, retire at this Annual General Meeting and are eligible for re-appointment.

Health, Safety and Environment

Health, Safety and Environment are always prime areas of concern for the Company. Compliance with relevant regulation and effective management of these issues is an integral part of the Companys operating philosophy.

i. Environment

Out of the total plot area of approximately 35,000 sq. meters, about 14,600 sq. meters is a green area which constitutes approximately 42% of the total area. The Company has planted over 4000 trees within the factory premises.

During the year the plant reduced the carbon footprint by reducing 398 tons of C02 emission by implementing various electricity saving projects such as, replacing old chillers with energy efficient screw chillers, installation of Variable Frequency Drives (VFDs) for various equipment, replacing existing lights with energy efficient lights & replacement of common wet scrubber with individual dry dust collectors & liquid cooling line automation with installation of pressure transmitter

The plant has established vermi-composting unit to convert canteen waste into organic manure, which is used in the lawns and plantation inside the premises.

The Goa plant is a "ZERO" discharge plant. The Company has in place a modern the state of art effluent treatment plant at the Goa unit, treating and discharging wastewater with parameters of treated effluent well below the limits set by the local Pollution Control Board. Water recycling activities have continuously been encouraged and implemented. The emissions from boiler and generator stacks are monitored regularly and are well below the limits set by the State Pollution Control Board. The treated water from waste water treatment plant is recycled for horticulture within the site.

The Company continuously endeavors to improve on environmental management to minimize the adverse environmental impact.

ii. Health and Safety

Our SHE program includes the policy on safety, health and environment, well defined EHS organizational structure, EHS SOPs & EHS specific programs. The Company is committed to promoting health and safety of its employees. All our new medical representatives have received training on safe driving. A video on safe driving was also made and shown to our existing field staff as well as provided to OPPI (Organisation of Pharmaceutical Producers of India) for dissemination among other member companies. The Company has dedicated a Safety Officer and a Safety Committee in place, which includes representation from workmen and meets regularly to review issues impacting plant safety and employee health. Various key measures like conducting training programmes on various health and safety issues including dealing with epidemics, ergonomics work safety, road safety, first-aid, etc have been implemented. Regular health check up (twice a year) of the Plant employees is carried out. Automatic External Defibrillators are installed at the Plant and Headquarter Offices and training has been imparted to the employees for its use. Detailed first-aid training by certified agencies like Indian Red Cross Society has also been imparted to the employees.

The plant has a well-equipped first aid room with a full - time nurse and part time Occupational Health Physician catering to employee needs. Sphygmo Nanometer, Spirometer, Audiometric Cabin and Otoscope are also established at the plant besides regular first aid equipment.

A cross-functional team for Employee Health and Safety (EHS) and Emergency Action Plan (EAP) is in place.

Routine audits for Environment, Health and Safety compliance are conducted with the assistance of personnel from Abbotts global corporate team.

Technology absorbtion and Development

Development of new formulations and modification of existing ones for lifecycie management, cost containment and improved productivity is an ongoing process. The Company is constantly engaged in activities of development. The Research and Development Centre of the Company at Goa, which is approved by the Department of Scientific and Industrial Research carries out these development activities. The Research and Development centre is also the technical monitor and coordinator for all outsourced development projects. It has continued to make significant contributions towards its assigned goals of product and process development, cost reduction and new vendor development. The Company has continued to accelerate the pace of new products introduction in 2010 in its core therapeutic areas, with the introduction of Levilex (Antiepileptic), Digene fastmelt with Lime/Lemon, Jeera/Black Currant flavour, (Antacid), Surbex Osteo (Osteoporosis Management), Heptral (Hepato Protector), Cremahep (Laxative), Cremagel

(Anal Fissures). The laboratory is currently working on new products, line extensions and also on quality improvement of existing products.

The Research and Development centre has played a key role in developing some of the above new products.

Employees

Relations with the employees remained cordial throughout the year. Your Board records its appreciation for the significant contribution made by employees across the Company through their continued commitment and dedication.

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

For and on behalf of the Board

Mumbai, Vivek Mohan R A Shah

February 28,2011 Managing Director Director


Nov 30, 2009

The directors have pleasure in presenting the Sixty-Sixth Annual Report and Audited Accounts of the Company for the year ended November 30, 2009.

Financial Results (Rupees in Lakhs)

Year ended Year ended Nov. 30, 2009 Nov. 30, 2008

Sales 760,92.64 665,70.35

Profit Before Tax 117,38.37 94,34.77

Profit After Tax 77,51.02 62,86.45

Balance brought forward 193,15.40 204,33.61

Profit available for appropriation 270,66.42 267,20.06

Appropriations:

Dividend (Proposed) 23,24.79 19,14.53

Corporate Dividend Tax 3,95.10 3,25.37

Adjusted against premium paid on Buy back -- 45,36.11

Transfer to Reserves 7,75.10 6,28.65

Balance carried forward 235,71.43 193,15.40

Dividend

Your Directors recommend a dividend of Rs 17.00 per share on 1,36,75,240 fully paid-up Equity Shares of Rs 10 each of the Company for the year ended November 30, 2009. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs 23,24.79 Lakhs (Previous year: Rs 19,14.53 Lakhs) and Corporate Dividend Tax of Rs 3,95.10 Lakhs. The Corporate Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

Reserves

The total Reserves as on November 30, 2009 amounted to Rs 257,88.10 Lakhs comprising of Amalgamation Reserve Rs 37.82 Lakhs, Capital Reserve Rs 5,22.62 Lakhs, Capital Redemption Reserve Rs 2,52.48 Lakhs, Revenue Reserve Rs 14,03.75 Lakhs and Surplus as per Profit & Loss Account amounting to Rs 235,71.43 Lakhs.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended November 30, 2009, and of the Profit of the Company for that period, except the following -

As per the practice consistently followed by the Company, the depreciation on computers, photocopiers, facsimile machines, modems and appliances is provided at the rate of 80%. Fixed Assets costing Rs 5,000 or less are fully depreciated in the year of acquisition. (See Schedule 16 - Significant Accounting Policies 4).

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the accompanying Annual Accounts for the year ended November 30, 2009, on a going concern basis.

Fixed Deposits

No Fixed Deposits were accepted during the year.

Information pursuant to Section 217 of the Companies Act, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given in Annexure I and forms part of this Report.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure II and forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to the shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company at its Registered Office.

Directors

Mr Laurent Van Lerberghe, Mr Neil Aylward and Mr Zahirali Lavji were appointed as Additional Directors effective September 29, 2009. Mr Mario Durante and Mr John Berry resigned as directors effective September 29, 2009. The Board placed on record its sincere appreciation for the valuable support rendered by them.

Mr Vivek Mohan was reappointed by the Board for a period of 5 years effective November 1, 2009 subject to approval of shareholders at the Annual General Meeting.

Mr Munir Shaikh and Mr R A Shah retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors have pleasure in recommending their appointment.

Auditors

Messrs Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors, retire at this Annual General Meeting and are eligible for re-appointment.

Health, Safety and Environment

Health, Safety and Environment are always prime areas of concern for the Company. Compliance with relevant regulation and effective management of these i3sues is an integral part of the Companys operating philosophy.

i. Environment

Out of the total plot area of approximately 35,000 sq. meters, about 14,600 sq. meters is a green area which constitutes approximately 42% of the total area. The Company has planted over 4,000 trees within the factory premises.

During the year the plant reduced the carbon footprint by reducing 162 tons of C02 emission by implementing various electricity saving projects such as, replacing old chillers with energy efficient screw chillers, replacing surface aeration to diffused aeration in waste water treatment plant, installation of Variable Frequency Drives (VFDs) for various equipment, replacing existing lights with energy efficient lights.

The plant has established vermi-composting unit to convert canteen waste into organic manure, which is used in the lawns and plantation inside the premises.

The Goa plant is a "ZERO" discharge plant. The Company has in place a modern state of the art effluent treatment plant at the Goa unit, treating and discharging wastewater with parameters of treated effluent well below the limits set by the local Pollution Control Board. Water recycling activities have continuously been encouraged and implemented. The emissions from boiler and generator stacks are monitored regularly and are well below the limits set by the State Pollution Control Board. The treated water from waste water treatment plant is recycled for horticulture within the site.

The Company continuously endeavors to improve on environmental management to minimize the adverse environmental impact.

ii. Health and Safety

Our SHE program includes the policy on safety health and environment, well defined EHS organizational structure, EHS SOPs & EHS specific programs. The Company is committed to promoting health and safety of its employees. All our new medical representatives have received training on safe driving. A video on safe driving was also made and shown to all our existing field staff as well as provided to OPPI (Organisation of Pharmaceutical Producers of India) for dissemination among other member companies. The Company has a dedicated Safety Officer and a Safety Committee in place, which includes representation from workmen and meets regularly to review issues impacting plant safety and employee health. Various key measures like conducting training programmes on various health and safety issues including dealing with epidemics, ergonomics work safety, road safety, first-aid, etc. have been implemented. Regular health check up (twice a year) of the Plant employees is carried out. Automatic External Defibrillators are installed at the Plant and Headquarter Offices and training has been imparted to the employees for its use. Detailed first-aid training by certified agencies like Indian Red Cross Society has also been imparted to the employees.

The plant has a well-equipped first aid room with a full-time nurse and part-time Occupational Health Physician catering to employee needs. Sphygmo Nanometer, Spirometer, Audiometric Cabin and Otoscope are also established at the plant besides regular first aid equipment.

A cross-functional team for Employee Health and Safety (EHS) and Emergency Action Plan (EAP) is in place.

Routine audits for Environment, Health and Safety compliance are conducted with the assistance of personnel from Abbotts global corporate team.

Technology Absorption and Development

Development of new formulations and modification of existing ones for lifecycle management, cost containment and improved productivity is an ongoing process. The Company is constantly engaged in activities of development. The R&D Centre of the Company at Goa, which is approved by the Department of Scientific and Industrial Research carries out these development activities. The R&D centre is also the technical monitor and coordinator for all outsourced development projects. It has continued to make significant contributions towards its assigned goals of product and process development, cost reduction and new vendor development. The Company has continued to accelerate the pace of new products introduction in 2009 in its core therapeutic areas, with the introduction of sugar free Digene Tablets in strawberry flavour (Antacids), new strengths of Thyronorm, Rex XR (Bipolar disorders), Obiglo (Diabetes) and new strength of Prothiaden 50 (CNS), Surbex Gold and Betonin XT (Vitamins). The laboratory is currently working on new products, line extensions and also on quality improvement of existing products.

Employees

Relations with the employees remained cordial throughout the year. Your Board records its appreciation for the significant contribution made by employees across the Company through their continued commitment and dedication.

Reports on Corporate Governance and Management Discussion & Analysis

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

For and on behalf of the Board

Vivek Mohan R A Shah

Managing Director Director

Mumbai, February 1, 2010

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