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Directors Report of DIL Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 62nd Annual Report along with the Audited financial statements for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS (Amount - in Lakhs)

Stand alone results 2013-2014 2012-2013

Total Revenue 1,521.91 1,806.36

Total Expenditure 1,090.63 895.36

Profit before Interest, Depreciation and Tax (''EBIDTA'') 431.28 910.73

Financial Cost 4.90 21.41 Depreciation and Amortization Expense 224.57 225.04

Interest Income (4.73) -

Profit before tax (''PBT'') 206.54 664.28

Less : Provision for tax (including deferred tax) 64.38 130.26

Profit after tax (''PAT'') 142.16 534.02

Balance brought forward 3,912.55 4,033.53

Balance for appropriations 4,054.71 4,567.55 Appropriations

Interim Dividend 171.99 343.98

Proposed Dividend 57.33 171.99

Dividend Distribution Tax 38.97 85.03

Transfer to General Reserve 15.00 54.00

Balance in Statement of Profit and Loss 3,771.42 3,912.55

4,054.71 4,567.55 Consolidated results

Total Revenue 14,137.47 11,834.50

Total Expenditure 11,290.06 9,388.04

Profit before Interest, Depreciation and Tax (''EBIDTA'') 2,847.41 2,446.46

Financial Cost 530.54 501.79

Depreciation and Amortization Expense 984.10 939.56

Interest Income (4.73) (5.04)

Profit before tax (''PBT'') 1,337.50 1,010.15

Less : Prior period amortization expense (102.83) -

Less : Provision for tax (including deferred tax) 339.05 367.15

Profit after tax (''PAT'') 1,101.28 643.00

Minority interest (225.50) (30.01)

Share of interest in profit/(loss) of associates (87.91) (197.08)

Net Profit 787.87 415.91

Balance brought forward 5,587.59 5,826.68

Balance for appropriations 6,375.46 6,242.59 Appropriations

Interim Dividend 171.99 343.98

Proposed Dividend 57.33 171.99

Dividend Distribution Tax 38.97 85.03

Transfer to General Reserve 15.00 54.00

Balance in Statement of Profit and Loss 6,092.17 5,587.59

6,375.46 6,242.59

RESULTS FROM OPERATIONS

During the year under review, the Company on a Standalone basis, recorded a revenue of Rs. 1,521.91 lakhs, (Previous year Rs. 1,806.36 lakhs). The profit before tax for the year under review was Rs. 206.54 lakhs (previous year Rs. 664.28 lakhs) and profit after tax was Rs. 142.16 lakhs for the year under review as against Rs. 534.02 lakhs in the previous year.

The Company on a consolidated basis recorded a revenue of Rs. 14,137.47 lakhs in the financial year 2013-2014 (Previous year Rs. 11,839.50 lakhs). The profit after tax was Rs. 1,101.28 lakhs as against Rs. 643 lakhs in the previous year.

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs. 7.50 per equity share of Rs. 10 each (75%) for the financial year 2013-14. Your Directors also recommend a final dividend of Rs. 2.50 per equity share of Rs. 10 each (25%) for the year ended March 31, 2014, subject to the approval of the Members at this Annual General Meeting.

TRANSFER TO RESERVE

Your Directors propose to transfer Rs. 15 lakhs to General Reserve out of Rs. 4,054.71 lakhs i.e. the amount available for appropriations. An amount of Rs. 3,771.42 lakhs is proposed to be retained in the Statement of Profit and Loss for the financial year 2013-14.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been made as per the Listing Agreement with the Stock Exchange and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The consolidated financial statements of the Company for the financial year 2013-14 includes financials of its subsidiaries i.e. Aegean Properties Limited, Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, CC Square Films Limited; its Joint Venture company, VasKo Glider s.r.o.; and associate companies, Health and Wellness India Private Limited and Zela Wellness India Private Limited.

INTERNAL CONTROL SYSTEMS

The Company has adopted an internal control system commensurate with its size, nature of operations, reporting(s) and compliance with applicable laws and regulations. The Internal Audit is conducted by an independent Chartered Accountant firm.

The Company has a well staffed, experienced and qualified Finance Department who play an important role in implementing and monitoring the internal control environment and compliance with statutory requirements. The Audit Committee and the Board of Directors review the report(s) of the independent Internal Auditor at regular intervals on the adequacy and effectiveness of Internal Control system and suggest ways to improve it.

HUMAN RESOURCES

The year 2013-2014 was focused on Organisation Development (OD) interventions and retention programmes across levels.

The developmental interventions include Personal Profile Analysis and Human Job Analysis using behaviour assessment tools from Thomas Assessments, which facilitated an initial level of competency mapping for each job role.

Various retention & benefits strategies were initiated to maintain attrition levels as per industry standards. Compensation & Benefits surveys were also conducted to facilitate industry benchmarking. The team now looks forward to strengthen OD interventions and introduce Executive Development Programmes through IIMs for the senior management. As on March 31, 2014, the employee strength stands 45 for the Company and 283 for the other group companies.

Information as per Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, forming part of the Directors'' Report for the year ended March 31, 2014 is given as an Annexure to this report.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year under review.

DIRECTORS

Ms. Rajeshwari Datla (DIN: 00046864), Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. G. G. Desai, Mr. Sanjay Buch and Mr. Vinayak Hajare were appointed as Directors since November 29, 2001, April 28, 2007 and June 18, 2009 respectively. In accordance with the erstwhile provisions of the Companies Act, 1956, office of Mr. Sanjay Buch and Mr. Vinayak Hajare as Non Executive Directors of the Company was liable to retire by rotation. However, Mr. G. G. Desai being the Chairman was not liable to retire by rotation as per the relevant provisions of the Articles of Association of the Company. Mr. G. G. Desai, Mr. Sanjay Buch and Mr. Vinayak Hajare are presently the independent directors of the Company as per the provisions of the Listing Agreement.

In view of above and as per the provisions of the Companies Act, 2013, and Rules made thereunder, read with Clause 49 of the Listing Agreement, the Independent Directors will hold office for a period of five consecutive years. Accordingly, it is proposed to appoint Mr. G.G Desai, Mr. Sanjay Buch and Mr. Vinayak Hajare as independent directors for a period of five consecutive years effective from April 1, 2014, not liable to retire by rotation.

Brief profile of the Directors proposed for appointment at the Annual General Meeting is provided at page nos. 19 and 20 of this Annual Report.

AUDITORS

The Company has received a letter from S. R. Batliboi & Associates LLP, Chartered Accountants expressing its unwillingness to continue as the statutory auditors of the Company upon the conclusion of the next Annual General Meeting of the Company. A Special Notice under Section 1 40(4) read with Section 1 1 5 of the Companies Act, 2013 has been received by the Company from a Member proposing appointment of SRBC & Co. LLP Chartered Accountants (SRBC & Co LLP) as Statutory Auditors in place of S.R. Batliboi & Associates LLP, Chartered Accountants, the retiring Statutory Auditors. The Company has sent a copy of the said Special Notice to the retiring Statutory Auditors.

SRBC & Co. LLP has expressed its willingness and confirmed its eligibility under the provisions of Companies Act, 2013, the Chartered Accountants Act, 1949, rules and regulations made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for the financial year ended March 31, 2014 have been prepared on a ''going concern'' basis.

SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and in accordance with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors consented that the Statement of Profit and Loss, Balance Sheet and other reports of the subsidiary companies will not be attached to the financial statements of the Company for the financial year 2013-2014. A statement containing the brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual financial statements of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking information at any point of time. The financial statements of the subsidiary companies will be kept open for inspection at the registered office of the Company.

The consolidated financial statements presented by the Company include financial information of its subsidiaries, Joint Venture and associate companies prepared in compliance with applicable Accounting Standards.

DISCLOSURES UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

(A) Energy Conservation Measures and Technology Absorption, Adoption and Innovation

Information in accordance with provision of Section

21 7(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of energy and technology absorption is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Foreign Exchange Earnings and Outgo

During the year under review, there were no Foreign Exchange earnings. Foreign Exchange outgoings are provided in Note No. 34 to the Financial Statements.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance along with the Corporate Governance Certificate issued by V N Deodhar & Co, Practicing Company Secretaries, forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Continuing with the legacy of practicing CSR activities of our founder members, your Company has been committed to the cause of CSR for many years. Over the years, the CSR activities have diversified and expanded into new communities and in turn benefitted more and more stakeholders. Today your Company firmly believes that corporate citizens have a vital role to play in empowering and enriching the communities and its stakeholders.

The Board of Directors of the Company pursuant to the provisions of Section 1 35 of the Companies Act, 2013 (Act) read with Companies (CSR Policy) Rules, 2014, has constituted a Corporate Social Responsibility (CSR) Committee of the Board with effect from May 30, 2014.

Based on CSR Committee recommendations, the Board of Directors of the Company approved the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, consultants, service providers, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward- looking statements'' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.

Notes:

1. The gross remuneration shown above is subject to tax, and comprises salary, allowances, monetary value of perquisites as per income tax rules and the Company''s contribution to provident fund and gratuity fund.

2. The above employment is contractual in nature.

For and on behalf of the Board of Directors

G. G. Desai Chairman

Thane, August 12, 2014 Registered Office : ''DIL'' Complex, Ghodbunder Road, Majiwada, Thane (West) - 400 610.


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 61st Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS (Amount - Rs.in Lakhs)

Stand alone results 2012-2013 2011-2012

Total Revenue 1,806.36 2,752.00

Total Expenditure 895.36 744.16

Profit before Interest, Depreciation and Tax (''EBIDTA'') 910.73 2,007.84

Financial Cost 21.41 7.45

Depreciation and Amortization Expense 225.04 170.98

Interest Income - 11.40

Profit before tax (''PBT'') 664.28 1,840.81

Less : Provision for tax (including deferred tax) 130.26 372.70

Profit after tax (''PAT'') 534.02 1,468.11

Balance brought forward 4,033.53 3,514.98

Balance for appropriations 4,567.55 4,983.09

Appropriations

Interim Dividend 343.98 343.98

Proposed Dividend 171.99 343.98

Dividend Distribution Tax 85.03 111.60

Transfer to General Reserve 54.00 150.00

Balance in Statement of Profit and Loss 3,912.55 4,033.53

4,567.55 4,983.09

Consolidated results

Total Revenue 11,834.50 1,3301.37

Total Expenditure 9,388.04 8,814.42

Profit before Interest, Depreciation and Tax (''EBIDTA'') 2,446.46 4,486.95

Financial Cost 501.79 387.47

Depreciation and Amortization Expense 939.56 776.07

Interest Income (5.04) (13.03)

Profit before tax (''PBT'') 1,010.15 3,336.44

Less : Provision for tax (including deferred tax) 367.15 640.18

Less : Provision for tax in respect of earlier years written back - 0.35

Profit after tax (''PAT'') 643.00 2,695.91

Minority interest (30.01) (297.53)

Share of interest in profit/(loss) of associates (197.08) (172.65)

Net Profit 415.91 2,225.73

Balance brought forward 5,826.68 4,550.51

Balance for appropriations 6,242.59 6,776.24

Appropriations

Interim Dividend 343.98 343.98

Proposed Dividend 171.99 343.98

Dividend Distribution Tax 85.03 111.60

Transfer to General Reserve 54.00 150.00

Balance in Profit and Loss account 5,587.59 5,826.68

6,242.59 6,776.24

RESULTS FROM OPERATIONS

During the year under review, the Company on a Stand alone basis, recorded a revenue of Rs. 1,806.36 lakhs, (Previous year Rs. 2,763.40 lakhs). The profit before tax for the year under review was Rs. 664.28 lakhs (previous year Rs. 1,840.81 lakhs) and profit after tax was Rs.534.02 lakhs for the year under review as against Rs.1,468.11 lakhs in the previous year.

The Company on a consolidated basis recorded a revenue of Rs.11,839.54 lakhs for the financial year 2012-2013 (Previous year 13,314.40 lakhs). The profit after tax was Rs.643 lakhs as against Rs.2,695.91 lakhs in the previous year.

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs.15 per equity share of Rs. 10 each (150%) for the financial year 2012-13. Your Directors also recommend a final dividend of Rs.7.50 per equity share of Rs. 10 each (75%) for the year ended March 31, 2013, subject to the approval of the shareholders at this Annual General Meeting. The total equity dividend for the financial year 2012-13 will amount to Rs.22.50 per equity share (225%).

TRANSFER TO RESERVE

Your Directors propose to transfer Rs. 54 lakhs to General Reserve out of Rs. 4,567.55 lakhs i.e. the amount available for appropriations. An amount of Rs. 3,912.55 lakhs is proposed to be retained in the Profit and Loss Accounts for the financial year 2012-13.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been made as per the Listing Agreement with the Stock Exchange and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The consolidated financial statement of the Company for the financial year 2012-13 includes financials of its subsidiaries i.e. Aegean Properties Limited, Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, CC Square Films Limited; Joint Venture Company, VasKo Glider s.r.o. and associate companies, Health and Wellness India Private Limited and Zela Wellness India Private Limited.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

DIRECTORS

Mr. Vinayak Hajare, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

S. R. Batliboi & Associates LLP, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them confirming that such appointment if made will be in compliance of Section 224(1B) of the Companies Act, 1956

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for the financial year ended March 31, 2013 have been prepared on a ''going concern'' basis.

SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and in accordance with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors consented that the Statement of Balance Sheet, Profit and Loss and other documents of the subsidiary companies will not be attached to the Balance Sheet of the Company for the financial year 2012-2013. A statement containing the brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking information at any point of time. The financial accounts of the subsidiary companies will be kept open for inspection at the registered office of the Company.

The consolidated financial statements presented by the Company include financial information of its subsidiaries, Joint Venture and associate companies prepared in compliance with applicable Accounting Standards.

DISCLOSURES UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

(A) Energy Conservation Measures and Technology Absorption, Adoption and Innovation

Information in accordance with provision of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of energy and technology absorption is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Foreign Exchange Earnings and Outgo

During the year under review, there were no Foreign Exchange earnings. Foreign Exchange outgoings are provided in Note No. 35 to the Accounts.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance along with the Corporate Governance Certificate issued by V N Deodhar & Co, Practicing Company Secretaries, forms part of this Report.

SOCIAL INITIATIVES

Your Company has been associated with charitable organizations that provide educational support to needy children such as building of schools and providing other required facilities. The Company has initiated necessary steps to make donations to Prime Minister''s National Relief Fund and a NGO to support the victims of floods and landslides experienced in Uttarakhand during June 2013.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, consultants, service providers, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward- looking statements'' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.



For and on behalf of the Board of Directors



G. G. Desai

Chairman

Thane, August 14, 2013

Registered Office :

''DIL'' Complex,

Ghodbunder Road, Majiwada,

Thane (West) - 400 610.


Mar 31, 2012

The Directors are pleased to present the 60th Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

(Amount - Rs.in Lakhs)

FINANCIAL HIGHLIGHTS 2011-2012 2010-2011

Stand alone results

Total Revenue 2,763.40 3,824.34

Total Expenditure 744.16 977.24

Profit before Interest, Depreciation and Tax ('EBIDTA') 2,019.24 2,847.10

Financial Cost 7.45 6.96

Depreciation and Amortization Expense 170.98 116.58

Profit before tax ('PBT') 1,840.81 2,723.56

Less : Provision for tax (including deferred tax) 372.70 546.72

Profit after tax ('PAT') 1,468.11 2,176.84

Balance brought forward 3,514.98 2,235.77

Balance for appropriations 4,983.09 4,412.61

Appropriations

Interim Dividend 343.98 343.98

Proposed Dividend 343.98 229.32

Dividend Distribution Tax 111.60 94.33

Transfer to General Reserve 150.00 230.00

Balance in Statement of Profit and Loss 4,033.53 3,514.98

4,983.09 4,412.61 Consolidated results

Total Revenue 1,3314.40 9,891.55

Total Expenditure 8814.30 5,693.60

Earning before Interest, Depreciation and Tax ('EBIDTA') 4,500.10 4,197.95

Financial Cost 387.59 148.31

Depreciation and Amortization Expense 776.07 415.03

Profit before tax ('PBT') 3,336.44 3,634.61

Less : Provision for tax (including deferred tax) 640.18 834.92

Add : Provision for tax in respect of earlier years written back (0.35) (0.37)

Profit after tax ('PAT') 2,695.91 2,799.32

Minority interest (297.53) (123.58)

Share of interest in profit/(loss) of associates (172.65) (142.89)

Net Profit 2,225.73 2,532.85

Balance brought forward 4,550.51 2,985.29

Balance for appropriations 6,776.24 5,518.14

Appropriations

Interim Dividend 343.98 343.98

Proposed Dividend 343.98 229.32

Dividend Distribution Tax 111.60 94.33

Transfer to General Reserve 150.00 230.00

Transfer to Capital Redemption Reserve – 70.00

Balance in Profit and Loss account 5,826.68 4,550.51

6,776.24 5,518.14

RESULTS FROM OPERATIONS

During the year under review, the Company on a Stand alone basis, recorded a revenue of Rs.2,763.40 lakhs, as compared to the revenue in the previous year of Rs.3,824.34 lakhs. The profit before tax for the year under review was Rs.1,840.81 lakhs (previous year Rs.2,723.56 lakhs) and consequently profit after tax was Rs.1,468.11 lakhs for the year under review against Rs.2,176.84 lakhs for the previous year.

The consolidated revenue of the Company also recorded a favourable growth of 35% with Rs.13,314.40. lakhs for the financial year 2011-2012 as compared to Rs.9,891.55 lakhs in the previous year . The profit after tax was Rs.2,695.91 lakhs (previous year Rs.2,799.32 lakhs).

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs.15 per equity share (150%) for the financial year 2011-12. Your Directors also recommend a final dividend of Rs.15/- per equity share (150%) for the year ended March 31, 2012, subject to the approval of the shareholders at the Annual General Meeting. The total equity dividend for the financial year 2011-12 will amount to Rs.30 per equity share (300%).

TRANSFER TO RESERVE

Your Directors propose to transfer Rs.150.00 lakhs to General Reserve out of Rs.4,983.09 lakhs i.e. the amount available for appropriations. An amount of Rs.4,033.53 lakhs is proposed to be retained in the Statement of Profit and Loss for the financial year 2011-12.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been made as per the Listing Agreement with the Stock Exchange and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The consolidated financial statement of the Company for the financial year 2011-12 includes financials of its subsidiaries i.e. Aegean Properties Limited, Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, CC Square Films Limited, VasKo Glider s.r.o. its joint venture company and share of profit (loss) in the associate company.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

DIRECTORS

Mr. Satish Varma, Director retires by rotation and being eligible, has consented for his re-appointment as Director at the ensuing Annual General Meeting.

AUDITORS

Messrs S. R. Batliboi & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from them confirming that such appointment if made will be in compliance of Section 224(1B) of the Companies Act, 1956. With reference to point no. 4 (i.e. unaudited total loss of an associate company) of the Auditor's Report - Consolidated Balance sheet, it is clarified that the associate company's Balance sheet and Statement of Profit and Loss account has now been audited.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for the financial year ended March 31, 2012 have been prepared on a 'going concern' basis.

SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and in accordance with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors consented that the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies will not be attached to the Balance Sheet of the Company for the financial year 2011-2012. A statement containing the brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report: 'Financial Highlights of Subsidiary Companies'. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking information at any point of time. The financial accounts of the subsidiary companies will be kept open for inspection at the Registered Office of the Company.

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.

DISCLOSURES UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

(A) Energy Conservation Measures and Technology Absorption, Adoption and Innovation

Information in accordance with provision of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Foreign Exchange Earnings and Outgo

Foreign Exchange outgoings are provided in Note No. 35 of the Financial Statement for the year.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance is appended herewith along with the Corporate Governance Certificate issued by V. N. Deodhar & Co, Practising Company Secretaries.

SOCIAL INITIATIVES

Your company continues to support charitable organizations by providing support, training and development programmes to needy children. Educational resources and donation(s) were provided to charitable organizations also form part of the social initiative of the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services by the executives and staff of the Company.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward- looking statements' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.

For and on behalf of the Board of Directors

G. G. Desai Chairman

Thane, August 14, 2012

Registered Office : 'DIL' Complex,

Ghodbunder Road, Majiwada, Thane (West) – 400 610.


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 59th Annual Report and the Audited Accounts for the financial year

ended March 31, 2011.

FINANCIAL HIGHLIGHTS (Amount - Rs. in Lakhs)

Stand alone results 2010-2011 2009-2010

Total Revenue 3,824.34 2,183.17

Total Expenditure 977.24 1,036.13

Profit before Interest, Depreciation and Tax ('EBIDTA') 2,847.10 1,147.04

Interest 6.96 3.45

Depreciation 116.58 112.82

Profit before tax ('PBT') 2,723.56 1,030.77

Less : Provision for tax (including deferred tax) 546.72 265.86

Add : Provision for tax in respect of earlier years written back – 0.09

Profit after tax ('PAT') 2,176.84 765.00

Balance brought forward 2,235.77 1,973.21

Balance for appropriations 4,412.61 2,738.21

Appropriations

Interim Dividend 343.98 171.99

Proposed Dividend 229.32 171.99

Dividend Distribution Tax 94.33 58.46

Transfer to General Reserve 230.00 100.00

Balance in Profit and Loss account 3,514.98 2,235.77

4,412.61 2,738.21

Consolidated results

Total Revenue 9,891.55 7,423.77

Total Expenditure 5,714.12 5,329.28

Profit before Interest,Depreciation and Tax ('EBIDTA') 4,177.43 2,094.49

Interest 127.79 142.37

Depreciation 415.03 442.93

Profit before tax ('PBT') 3,634.61 1,509.19

Less : Provision for tax (including deferred tax) 834.92 326.19

Add : Provision for tax in respect of earlier years written back (0.37) (0.32)

Profit after tax ('PAT') 2,799.32 1,182.68

Minority interest (123.58) (5.75)

Share of interest in profit/ (loss) of associates (142.89) (24.93)

Net Profit 2,532.85 1,152.00

Balance brought forward 2,985.29 2,335.73

Balance for appropriations 5,518.14 3,487.73

Appropriations

Interim Dividend 343.98 171.99

Proposed Dividend 229.32 171.99

Dividend Distribution Tax 94.33 58.46

Transfer to General Reserve 230.00 100.00

Transfer to Capital Redemption Reserve 70.00 –

Balance in Profit and Loss account 4,550.51 2,985.29

5,518.14 3,487.73

RESULTS FROM OPERATIONS

During the year under review, the Company on a Stand alone basis, recorded a revenue of Rs.3,824.34 lakhs, depicting a growth of 75% as compared to the revenue in the previous year of Rs. 2,183.17 lakhs. The profit before tax for the year under review was Rs.2,723.56 lakhs (previous year Rs. 1,030.77 lakhs) and profit after tax grew considerably by 185% with Rs.2,176.84 lakhs for the year under review against Rs. 765.00 lakhs in the previous year.

The consolidated revenue of the Company also recorded a favourable growth of 33% with Rs.9,891.55 lakhs for the financial year 2010-2011 as compared to Rs. 7,423.77 lakhs in the previous year. The profit after tax was Rs. 2,799.32 lakhs (previous year Rs. 1,182.68 lakhs) showing a rise of 137%

During the year under review, your Company along with its subsidiary, Fermenta Biotech Limited (FBL) had executed definitive agreements with a private equity investor in Mauritius, Evolvence India Life Sciences Fund LLC (EILSF) on December 10, 2010. The transactions contemplated under the agreements were for sale of 1,915,036 equity shares held by your Company in FBL to EILSF and issue of an equal number of fresh equity shares by FBL to EILSF, for a total consideration of Rs. 40 crores, and at a price per share of Rs. 104.44. The transactions were successfully completed as per the terms of the agreements in January 2011.

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs.15 per equity share (150%) for the financial year 2010-11. Your Directors also recommend a final dividend of Rs. 10/- per equity share (100%) for the year ended March 31, 2011, subject to the approval of the shareholders at the Annual General Meeting. The total equity dividend for the financial year 2010-11 will amount to Rs.25 per equity share (250%).

TRANSFER TO RESERVE

Your Directors propose to transfer Rs.230.00 lakhs to General Reserve out of Rs. 4,412.61 lakhs i.e. the amount available for appropriations. An amount of Rs.3,514.98 lakhs is proposed to be retained in the Profit and Loss Accounts for the financial year 2010-11.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been made as per the Listing Agreement with the Stock Exchange and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The consolidated financial statement of the Company for the financial year 2010-11 includes financials of its subsidiaries i.e. Aegean Properties Limited, Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, CC Square Films Limited and VasKo Glider s.r.o.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company continues its presence in the pharmaceutical segment concentrating on research, manufacturing and marketing of niche active pharmaceutical ingredients (API) & biotech products through its subsidiary Fermenta Biotech Limited (FBL). While its core focus lies in this area, the Company has strategic investments in contract research and development and health and wellness management businesses and is also into treasury operations, property rentals and production and distribution of motion pictures.

i. Pharmaceuticals – Manufacturing and Marketing:

During the year under review, FBL has not only reported a 36 % growth in its revenues and 126% increase in the profit after tax, but also reinvested in its business with the objective to make its growth sustainable. This was largely the result of volume and margin growth in its Vitamin D3 (pharma, food and feed applications) vertical on the one hand and enhanced revenues derived from the manufacture of Phenyramidol and Activated Dimethicone Powder (anti-flatulent)

FBL's Phenyramidol API business achieved much of its international potential. The business received repeat orders from clients leading to the possibility of growing volumes over the foreseeable future.

FBL Biotech division has successfully demonstrated its new enzyme catalyst Novel Penicillin G Acylase (NPGA) – FERMASE NA 150 to its various clients in 2010-11 and is on the verge of commercial supplies.

FBL Environmental Life Sciences division comprises of three segments – sewage treatment plant (STP), lake & pond remediation and oil remediation. This Environmental solutions division reported revenues of Rs. 96 lakhs during the year under review.

ii. Research and Development

During the year under review FBL has invested significantly in research efforts in improving manufacturing processes of its API products as well as introducing different Vitamin D3 formulations across various segments. FBL has also been able to introduce an improved version of its proprietary enzyme for synthesis of beta lactams and their intermediates.

Out of the patent applications filed on NPGA, the European and US Patent Office have reviewed most of our applications favourably.

iii. Manufacturing and regulatory approvals

Year 2010 - 11 saw good progress in FBL's Facility Certifications and product Compliance goals.

Key highlights include:

- WHO – cGMP

- ISO 9001:2008

- ISO 14001:2004

- OHSAS 18001:2007

Important Product Certifications include:

- EDQM – CEP for Vitamin D3

- Kosher & Halal Certifications

- HACCP

iv. Exports:

During the year under review, FBL has entered geographies like France, El Salvador, Syria, Nepal, and the United Kingdom (UK). FBL has presence in the United States of America, UK, Germany, Belgium, Netherlands, China, Brazil, Spain, France, Mexico, Switzerland, Turkey, Saudi Arabia, Israel, New Zealand, Sri Lanka, Syria, Nepal and El Salvador, among others.

v. Facilities expansion

FBL commissioned a new manufacturing facility at Dahej SEZ, Gujarat. The new manufacturing site will help FBL in providing larger production capabilities, better economies, wider international presence and enhanced overall competitiveness.

The industry structure, opportunities, strength and concerns in relation to the activities of the Company and its subsidiary companies i.e. pharmaceuticals, biotech and environmental solutions are reviewed, as under:

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

DIRECTORS

Mr. Sanjay Buch retires by rotation and being eligible, has consented for his re-appointment as Director at the ensuing Annual General Meeting.

AUDITORS

Messrs S. R. Batliboi & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from them confirming that such appointment if made will be in compliance of Section 224(1B) of the Companies Act, 1956

AUDITORS' REPORT

With reference to the observation(s) made by the Auditors in Point No (v)(b) in the Annexure referred to in paragraph 3 of the standalone Auditor's Report, considering the royalty income earned in the technology, the Company has decided to transfer the technology for a consideration of Rs. 1,50,00,000 (Rupees One Crore Fifty Lakhs only) to FBL. As the technology is unique hence no comparative analysis is available.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for the financial year ended March 31, 2011 have been prepared on a 'going concern' basis.

SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and in accordance with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors consented that the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies will not be attached to the Balance Sheet of the Company for the financial year 2010-2011. A statement containing the brief financial details of the Company's subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking information at any point of time. The financial accounts of the subsidiary companies will be kept open for inspection at the Registered Office of the Company.

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.

DISCLOSURES UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

(A) Energy Conservation Measures and Technology Absorption, Adoption and Innovation

Information in accordance with provision of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Foreign Exchange Earnings and Outgo

Foreign Exchange outgoings are provided in Note No. 7 under Schedule 16 of the Accounts.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance is appended herewith along with the Corporate Governance Certificate issued by S.N Ananthasubramanian & Co, Practicing Company Secretaries.

SOCIAL INITIATIVES

Your company continues to support charitable organizations by providing support, training and development programmes to needy children. Donations to Maataram Foundation and United Way of Mumbai also form part of the social initiative of the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives and staff of the Company.

For and on behalf of the Board of Directors

G. G. Desai Chairman

Thane, August 10, 2011

Registered Office : 'dil' Complex, Ghodbunder Road, Majiwada, Thane (West) – 400 610.


Mar 31, 2010

The Directors are pleased to present the 58th Annual Report and the Audited Accounts for the financial year ended March 31, 2010.

FINANCIAL HIGHLIGHTS (Amount - Rs. in Lakhs)

Stand alone results 2009-2010 2008-2009

Total Revenue 2,183.17 1,240.87

Total Expenditure 1,036.13 783.59

Profit before Interest, Depreciation & Tax (EBIDTA) 1,147.04 457.28

Interest 3.45 115.05

Depreciation 112.82 109.18

Exceptional item – depreciation written back - 179.72

Profit before tax (PBT) 1,030.77 412.77

Less : Provision for tax (including deferred tax) 265.86 70.78

Add : Provision for tax in respect of earlier years written back 0.09 (0.65)

Profit after tax (PAT) 765.00 341.34

Balance brought forward 1,973.21 2,069.31

Balance for appropriations 2,738.21 2,410.65

Appropriations

Interim Dividend 171.99 171.99

Proposed Dividend 171.99 171.99

Dividend Distribution Tax 58.46 58.46

Transfer to General Reserve 100.00 35.00

Balance in Profit & Loss account 2,235.77 1,973.21

2,738.21 2,410.65

Consolidated results 2009-2010 2008-2009

Total Revenue 7,423.77 6,760.57

Total Expenditure 5,329.28 5,714.97

Profit before Interest, Depreciation & Tax (EBIDTA) 2,094.49 1,045.60

Interest 142.37 302.17

Depreciation 442.93 469.35

Impairment loss -- 5.94

Exceptional item – depreciation written back -- 364.83

Profit before tax (PBT) 1,509.19 632.97

Less : Provision for tax (including deferred tax) 326.19 179.67

Add : Provision for tax in respect of earlier years written back (0.32) (0.77)

Profit after tax (PAT) 1,182.68 452.53

Minority interest (5.75) 131.65

Share of interest in profit/(loss) of associates (24.93) --

Balance brought forward 2,335.73 2,188.99

Balance for appropriations 3,487.73 2,773.17

Appropriations

Interim Dividend 171.99 171.99

Proposed Dividend 171.99 171.99

Dividend Distribution Tax 58.46 58.46

Transfer to General Reserve 100.00 35.00

Balance in Profit & Loss account 2,985.29 2,335.73

3,487.73 2,773.17

RESULTS FROM OPERATIONS

During the year under review, the Company, on a Stand alone basis, recorded a revenue of Rs.2,183.17 lakhs (previous year Rs.1,240.87 lakhs) which includes profit of Rs.607.83 lakhs on sale of equity shares of Evotec (India) Private Limited (earlier known as Research Support International Private Limited), erstwhile wholly owned subsidiary of the Company. Consequently the profit before tax for the year was Rs.1,030.77 lakhs (previous year Rs.412.77 lakhs) and profit after tax was Rs.765 lakhs (previous year Rs.341.34 lakhs).

Secondly, the consolidated revenue of the Company was Rs.7,423.77 lakhs (previous year Rs.6,760.57 lakhs) and the profit after tax is at Rs.1,182.68 lakhs (previous year Rs.452.53 lakhs). This is mainly in view of the profit on sale of equity shares as stated above.

During the year under review, the Company has transferred 2,54,94,000 equity shares of Rs.2 each i.e. 70% of the paid-up equity capital of Evotec (India) Private Limited to Evotec AG for Rs.1,117 lakhs. Consequently Evotec (India) Private Limited and its subsidiary Evotec - RSIL Limited ceased to be subsidiaries of the Company w.e.f. September 01, 2009 and accordingly the consolidated financial statements of the Company includes the financials of Evotec (India) Private Limited and its subsidiary, Evotec – RSIL Limited upto August 31, 2009. In view of above and w.e.f. September 01, 2009 the Company is not in the day to day management of Evotec (India) Private Limited and its subsidiary Evotec – RSIL Limited.

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs.7.50 per equity share (75%) for the financial year 2009-10 aggregating to Rs.171.99 lakhs. Your Directors also recommend a final dividend of Rs.7.50 per equity share (75%) for the year ended March 31, 2010. The total Dividend for the financial year 2009-10 will amount to Rs.15 per equity share (150%).

TRANSFER TO RESERVE

Your Directors propose to transfer Rs.100 lakhs to General Reserve out of the amount available for appropriations and an amount of Rs.2,235.77 lakhs is proposed to be retained in the Profit and Loss Accounts for the financial year 2009-10

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been made as per the Listing Agreement with the Stock Exchange and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The consolidated financial statement of the Company for the financial year 2009-10 includes Aegean Properties Limited, Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited and VasKo Glider s.r.o and the financial statements of Evotec (India) Private Limited and its subsidiary Evotec-RSIL Limited is up to August 31, 2009.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

DIRECTORS

Mr. Satish Varma, Executive Director of the Company, tendered his resignation as the Executive Director of the Company with effect from April 30, 2010. He will however act as a Non – Executive Director of the Company.

Mr. Krishna Datla was re-appointed as the Managing Director of the Company with effect from May 9, 2010.

Ms. Rajeshwari Datla retires by rotation and being eligible, has consented for her re-appointment as Director at the ensuing Annual General Meeting.

AUDITORS

Messrs S. R. Batliboi & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from them to the effect that their appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

AUDITORS REPORT

With reference to the observation(s) made by the Auditors in paragraph No. 5 in the consolidated Auditors Reports in the consolidation of financial statements of VasKo Glider s.r.o., a Joint Venture entity which are prepared as per the accounting policies prevailing in the Czech Republic, Company has decided to obtain financial statements of VasKo Glider s.r.o., which will conform with the accounting principles generally accepted in India.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for the financial year ended March 31, 2010 have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

Ministry of Corporate Affairs, New Delhi vide letter no. 47/336/2010-CL-III dated April 21, 2010 has granted exemption to the Company under Section 212(8) of the Companies Act, 1956 from attaching the financials of subsidiary companies to the Annual Report 2009- 10. Financial information of the subsidiary companies is disclosed in the Annual Report as per the provisions of Section 212 of the Companies Act, 1956. The Company will provide the financial statements of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The Company shall put the details of Accounts of individual subsidiary companies on its website.

Your Company had executed a Share Purchase and a Shareholders Agreement with Evotec AG, concerning transfer of 2,54,94,000 equity shares i.e. 70% of the paid up equity share capital of Evotec (India) Private Limited held by the Company. Post transfer of such shares in Evotec (India) Private Limited, Evotec AGs equity holding constitutes 70% and your Companys equity holding constitutes 30% of the paid up equity share capital in Evotec (India) Private Limited.

DISCLOSURES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

Particulars of employees as required under Section 217(2A) of the Act read with Companies (Particulars of Employees) Rules, 1975, as amended, is given in the annexure to this Report.

DISCLOSURES UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

(A) Energy Conservation Measures and Technology Absorption, Adoption and Innovation

Information in accordance with provision of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Foreign Exchange Earnings and Outgo

Foreign Exchange outgoings are provided in Note No. 7 under Schedule 15 of the Accounts.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance is appended herewith along with the Corporate Governance Certificate issued by S.N. Ananthasubramanian & Co., Practicing Company Secretaries.

HUMAN RESOURCES

With our new organizational horizon, the Human Resources function has evolved in the last year. Along with inducting talent, value adding through employee development activities, this year, we have benchmarked our compensation and benefits with the other prominent players in the market. This is done to ensure we not only attract the best available resources but we also retain the human capital. This year we have also ventured in the direction of job - behavior analysis which further enhances employee productivity and morale. As on 31st March 2010, the employee strength stands 50 for the company and 155 for the other group companies.

INTERNAL CONTROL SYSTEMS

The Company has adopted an internal control system commensurate with its size, nature of operations, reporting(s) and compliance with applicable laws and regulations.

The Company has a well staffed, experienced and qualified Finance Department who play an important

role in implementing and monitoring the internal control environment and compliance with statutory requirements.

The Internal Audit is conducted by an independent firm of Chartered Accountants

The Audit Committee and the Board of Directors reviews the report(s) of an independent Internal Auditor on regular interval, on the adequacy and effectiveness of Internal Control system and suggests ways to improve it.

SOCIAL INITIATIVES

Your company continues to support charitable organization(s) by providing support, training and development programmes to needy children.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives and staff of the Company.

CAUTIONARY STATEMENT

Statement in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward- looking statements within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statement.

For and on behalf of the Board

G. G. Desai Chairman

Thane, August 13, 2010

Registered Office : dil Complex,

Ghodbunder Road, Majiwada, Thane (West) – 400 610.