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Directors Report of DIL Ltd.

Mar 31, 2016

The Members,

The Directors are pleased to present the 64th Annual Report along with the Audited financial statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS (Amount - Rs. in Lakhs)

STANDALONE RESULTS

CONSOLIDATED RESULTS

2015 - 2016

2014 - 2015

2015 - 2016

2014 - 2015

Total Revenue

728.14

1,352.39

15,606.22

14,181.80

Total Expenditure

1,292.99

1,062.79

13,460.45

12,585.48

Profit before Interest, Depreciation, Amortization Expense and Tax (‘EBIDTA’)

(564.85)

289.60

2,145.77

1,596.32

Financial Cost

176.97

2.87

614.69

450.16

Depreciation and Amortization Expense

179.52

181.63

835.00

857.85

Profit before tax (‘PBT’)

(921.34)

105.10

696.08

288.31

Less : Provision for tax (including deferred tax)

(7.62)

32.24

424.82

192.93

Profit after tax (‘PAT’)

(913.72)

72.86

271.26

95.38

Minority interest

—

—

(329.81)

(7.29)

Share of interest in profit/(loss) of associates

—

—

(54.87)

(41.71)

Profit for the year

(913.72)

72.86

(113.42)

46.38

Balance brought forward *

3,706.28

3,771.42

5,988.78

6,080.40

Balance for appropriations

2,792.56

3,844.28

5,875.36

6,126.78

Appropriations

Proposed Dividend

(57.33)

(114.66)

(57.33)

(114.66)

Dividend Distribution Tax

(1167)

(23.34)

(1167)

(23.34)

Balance in Statement of Profit and Loss account

2,723.56

3,706.28

5,806.36

5,988.78

* Net of adjustment of effect of depreciation

RESULTS FROM OPERATIONS

RESULTS FROM OPERATIONS

During the year under review, the Company on a Standalone basis earned revenue of Rs.728.14 lakhs, (Previous year Rs.1,352.39 lakhs). In 2015-16, the Company reported a loss of Rs.(913.72) as against a profit after tax of Rs.72.86 lakhs in the previous year.

The Company on a consolidated basis recorded revenue of Rs.15,606.22 lakhs in the financial year 2015-2016 (Previous year Rs.14,181.80 lakhs). In the financial year 2015-16, the profit after tax was Rs. 271.26 lakhs as against Rs.95.38 lakhs in the previous year.

DIVIDEND

Your Directors are pleased to recommend a final equity dividend of Rs.2.50 per equity share of Rs.10 each (25%) [previous year Rs.5 per equity share] for the year ended March 31, 2016. Total cash outflow in relation to the equity share dividend will be Rs.69 Lakhs (previous year Rs.138 Lakhs), including dividend distribution tax of Rs.11.67 Lakhs (previous year Rs.23.34 Lakhs).

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2015-16 includes financials of its subsidiaries, joint venture entities and associate entities (collectively referred as ''Subsidiaries/ Associates'') i.e. Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, Aegean Properties Limited, CC Square Films Limited (Subsidiaries), Vasko Glider s.r.o. and Agastya Films LLP (joint venture entities); Health and Wellness India Private Limited and Zela Wellness Private Limited (associate entities). The consolidated financial statements of the Company and its Subsidiaries/ Associates entities are prepared in accordance with the relevant Accounting Standards (AS) i.e. AS 21, AS 23 and AS 27, issued by the Institute of Chartered Accountants of India, provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 (''Act''), shall form part of this Annual Report.

SUBSIDIARY COMPANIES

The individual financial statements and other reports of the Company''s Subsidiaries/ Associates have not been attached to the financial statements of the Company for the financial year 2015-16. Any member seeking information on the annual financial statements of the Company''s Subsidiaries/ Associates may write to the Company Secretary at the registered office of the Company.

The financial information of the Company''s Subsidiaries/ Associates provided in this section may be read along with the information provided under the heading ''Consolidated Financial Statements'' of this report. In accordance with the provisions of section 129 (3) of the Act, read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014 [as amended from time to time], the Company has attached a separate statement, containing salient features of the financial statements of Company''s Subsidiaries/ Associates in Form AOC I on page no. 30, of this report.

Agastya Films LLP, a film production entity, was incorporated on November 20, 2015 under the Limited Liability Partnership Act, 2008. Your Company is a partner in Agastya Films LLP holding 50% of the total capital in Agastya Films LLP

During the year under review, no company has become or ceased to be a subsidiary, joint venture entity or associate entity, except as mentioned above.

The financial statements of the Company''s Subsidiaries/ Associates will be kept open for inspection at the registered office of the Company, from 9.00 a.m. to 5.00 p.m. on all working days, except Saturdays and Sundays, up to the date of the 64th AGM of the Company.

The standalone and consolidated financial statements of the Company, along with the financial statements of the Company''s Subsidiaries/ Associates and its related information as attached to this report, have been uploaded on the website of the Company (www.dil.net).

Members interested in obtaining copies of the annual financial statements of each of the Company''s Subsidiaries/ Associates, may write to the Company Secretary at the registered office address of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

The operations of your Company during the financial year 2015-16 mainly include:

a. Ongoing Strategic investments in pharmaceuticals and wellness management;

b. Pharmaceuticals; Research, development and product delivery across biotechnology and environmental solutions are pursued through its subsidiary, Fermenta Biotech Limited (FBL); and

c. Property rentals, treasury operations and production of motion pictures.

This MD&A section as discussed below, includes the management perspective and operational performance of the Company and its subsidiary, FBL.

The MD&A pertaining to pharmaceutical, biotech and environmental solutions are as follows:

Industry perspective:

In the backdrop of reforms initiated by the new government, interspersed with improved economic scenario, the Indian pharmaceutical sector is poised to consolidate its position as a key contributor to the global pharmaceutical industry. The Indian pharmaceutical sector accounts 2.4% of the global pharmaceutical industry in terms of value and 10% in terms of volume, including 20% contribution in global generics export. Factors like increased incidence of lifestyle and age related diseases have propelled the market demand dynamics while the improved technology in Active Pharmaceutical Ingredients (API) manufacturing processes with integrated novel processes including enzymatic have helped greatly to bridge the supply demand gap. The global API market is expected to touch US$ 2051.51 billion by 2020 from US$ 150 billion in 2015, with an expected Compound Annual Growth Rate (CAGR) of 6.5% during the forecasted period.

Indian biotechnology space is on a growth trajectory and has competitive advantage to expand across different business verticals in the ensuing years. Presently, the Indian biotech sector accounts 2% of the global biotech business. The Indian biotechnology industry, is valued at US$ 7 billion and growing at a CAGR of 30%.

The active participation of the Government in effectively implementing the waste water discharge norms across municipal bodies, industrial, commercial and residential users has been the proactive driver for expanding the environmental solution segment. The above initiatives combined with public awareness and the accessibility to new age remediation technologies have nurtured a conducive environment for public-private participations as well as large scale corporate commitment in this segment.

Performance:

Despite the sustained business challenges, FBL stood its ground to post a standalone gross revenue of Rs.14,973.46 lakhs, (Previous year Rs.12,931.10 lakhs). The profit before tax for the year under review was Rs.1,617.54 lakhs (previous year Rs.189.40 lakhs) and profit after tax was Rs.1,188.92 lakhs for the year under review as against Rs.32.60 lakhs in the previous year.

FBLRs.s consolidated financials recorded revenue of Rs.14,974.60 lakhs in the financial year 2015-2016 (Previous year Rs.12,931.10 lakhs). The profit after tax was Rs.1,180.76 lakhs as against Rs.25.43 lakhs in the previous year.

Opportunities and Outlook:

The Indian pharmaceutical sector is growing at CAGR of 16.5%. Sustained and balanced growth is driven by various market demands like more prevalent lifestyle diseases, prolonged diseases management, affordable health care coupled with health insurance spectrum and preventive medicines. Cost advantages and availability of technical and skilled personnel in India are the key factors in projecting India as a major manufacturing hub for generic. India''s generic accounts 20% of global exports in terms of volume, making our country as the largest provider of generic medicines globally.

The global industrial enzyme market is growing at a CAGR of 5%, which spans across various segments like food, pharma, textiles, feed and fine chemicals. The Indian enzyme players are experiencing a critical business momentum towards focused R&D and knowledge based innovation efforts in providing novel, eco-efficient enzymatic solutions to enable competitively sustainable processes. The industrial biocatalysis using enzymes for various antibiotics as well as valued added products is at a tipping point, which has already gone as a mainstream process and the commitment of more players into this new age manufacturing platform adds fillip to business competitiveness.

Stringent implementation of waste disposal standards across various industries, in combination with increased government participation on water reuse and recycling, is widening the business horizon for water & waste management and recycling segments. With a market size of over US$ 4 billion, the Indian water and wastewater market is growing at 10-12 % a year.

Moving forward, FBL''s increased production capacity combined with process efficiency will help to consolidate and to sustain its competitiveness advantages, amortize fixed cost effectively and will enhance the confidence of clients seeking long term supply arrangements. FBL continues to improve its innovation, overall operational efficiency, widen its distribution network and to achieve increased market footprints, globally.

Threats and Concerns:

The Indian pharmaceutical industry has been facing stiff competitions from its Asian competitors which may be a constant feature going forward. Indian APIs manufacturers are working on various methods to mitigate the competitive strategies of the Asian competitors and one such major attempt is to reduce its dependency in relation to import of bulk drugs from Asian competitors.

Aggressive marketing strategy from principal competitors could affect short term realizations of FBL. Volatile price fluctuations of key raw materials may affect the overall pricing in general and more specifically of enzymatic products.

Implementation of environment projects with stringent regulatory norms and adherence to timelines has been challenging. Procuring and executing customized projects with specific requirements would be the key to stay competitive in environment business.

PROPERTY DEVELOPMENT AND RENTALS

Industry Perspective:

As reported earlier, the Government of Maharashtra introduced its new Information Technology/ Information Technology Enabled Services (IT/ITES) Policy in 2015. Further, in 2016, the Maharashtra Government has substantially broadened the definition of ''back office operation'' by amending the IT/ITES Policy, 2015. The new back office operation definition includes administrative and support services of banks, insurance companies, mutual fund and non-banking finance companies and other support services.

With the introduction of the Real Estate (Regulation and Development) Act, 2016; this sector will witness regulated protection of interests of stakeholders and promote overall growth of the real estate sector in India.

The Union Budget 2016 has been reasonably conducive to real estate segment by taking into consideration some of the sector''s requirement though not in entirety. Fast growth of infrastructure, competitive rentals, better connectivity and proximity to important commercial and industrial areas in the Mumbai Metropolitan region, Thane''s commercial office sector expects significant gains in the coming years.

Performance:

In 2015-16, your Company reported a decrease in rental income from Rs.1,065.54 lakhs in the previous year to Rs.613.31 lakhs in the year under review. Low revenue earnings in this segment are mainly due to the impact of no rent fit out period in Thane One, non renewal/termination of existing Licence agreements and stagnancy in rental income from Company''s property.

The Occupation certificate for the Company''s IT/ITES project, Thane One was issued by the Thane Municipal Corporation on December 31, 2015.

Opportunities and Outlook:

Planned developments, easy connectivity, good infrastructural supports and working class residents have projected Thane as a viable option to corporate houses to relocate their offices in and around Thane. Competitive rentals and minimizing commuting time between office and home - walk to work concept -in Thane are viewed positively by the business entities. These developments, coupled with overall improvement in the office space rentals and the convenient location of Thane One, would contribute to yield better rentals in Thane One office space activities.

Challenges and Concerns:

Delays in government approvals process and lack of a single-window clearance system mainly hinder completion of projects as per the planned time schedule. Delay in completion of projects leads to escalation of total project cost vis a vis interest cost. High cost of borrowings is also a major challenge to the real estate sector. Matching needs of demanding and cost conscious clients and to close such transactions is challenging in the growing and competitive office rental space.

ENTERTAINMENT DIVISION (WHITE STRIPES ENTERTAINMENT):

Industry Perspective:

The Indian media and entertainment sector grew 12% to reach $25.13 billion (Rs.1.68 trillion) in 2015, according to Price water house Coopers (PwC)''s Global Entertainment and Media Outlook 2016-20. This industry is expected to exceed US$ 40 billion by 2020 growing at an average annual rate of 10.3% between 2016 and 2020. In terms of admission, India will remain the largest cinema market in the world till 2020 , with a CAGR of 6.6%.

Performance:

In 2015-16, the Company has entered into a strategic partnership with an Indian entity to produce a hindi film which is currently under production. Creating good content and owning intellectual rights are the areas identified by the company to meet the future industry requirement and to mitigate the challenges of the industry in order to expect good returns in the future.

Opportunities and Outlook:

The Indian film industry is expected to touch US$3.4 billion by 2019, at a CAGR of 11.2 per cent. Increasing digital screens and innovative screening of films are expected to propel the growth of the industry. Government''s policies like ease of doing business and amending regulations to suit the requirements of the entertainment industry will foster the growth of the sector. With these changing industry landscapes, White Stripes would evaluate projects, including the strategic partnership with an international production house for the Company''s remake rights.

Concerns and challenges:

Considering the population and appetite for cinema, India remains underserved in terms of multiplexes and screens in the country. Screen growth, high tax structure and real estate prices are impacting the growth of the entertainment industry. Increased competition from regional and foreign films and menace of piracy has been affecting the revenues of this industry. Unless the film fraternities join hand, piracy shall remain a nagging problem.

Treasury Operations:

As reported earlier, the Company has been divesting its mutual funds and fixed deposits investments on need basis to meet the project cost of Thane One. In the year under review, the investment committee evaluated investment proposals in terms of the approved principles and statutory regulation governing such investments. In 2015-16, the revenue earned from treasury operations dropped to Rs.114.64 lakhs (Previous year Rs.281.25 lakhs), mainly due to divestment of investment corpus.

INTERNAL CONTROL SYSTEMS

The Company maintains appropriate internal control systems, commensuration to its size, nature of operations, reporting(s) and compliance with applicable laws and Company''s procedures. The Company''s internal control systems are routinely tested and certified by Statutory as well as Internal Auditors. During the year under review, the Company''s Internal auditors, M. M. Nissim & Co., Chartered Accountants, conducted and reported the effectiveness and efficiency of these systems including the adherence of procedures as per the policies of the Company.

The Company has a well staffed, experienced and qualified Finance Department who plays an important role in implementing and monitoring the internal control procedures and compliance with statutory requirements. The Audit Committee and the Board of Directors reviews the report(s) of the independent Internal Auditor at regular intervals along with the adequacy and effectiveness of Internal Control systems and suggest improvements and corrective actions.

HUMAN RESOURCES

The Company continues to focus on-the-job trainings, competency building, reward and retention programmes. Mapping competencies and performance management of employees are conducted through various innovative programmes for development and operational growth of the employees and the Company.

The Company conducts various relation building activities outside of routine job responsibilities with an objective to improve employees'' motivation and to reinforce employer and employees trusting relationship.

Your Company in the financial year 2015-2016 closed with a stable headcount of 43 personnel across all levels.

The provisions of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') read with Section 197 (12) of the Act is not applicable, as no employee of the Company has received remuneration equivalent or exceeding the limits specified therein, during the year under review.

The information required under Rule 5(1) of the aforesaid Rules read with Section 197 (12) of the Act in respect of ratio of the remuneration of each director to the median employee''s remuneration and other details (collectively referred as ''Employee Information'') forms part of this report. However, in terms of Section 136 of the Act, this report including financial statements is being sent to the members and others entitled thereto, excluding the Employees Information. Members can inspect the said information at the Registered Office of the Company during business hours on any working day (excluding Saturdays) up to the date of this 64th Annual General Meeting (AGM) or can obtain its copy by writing to the Company Secretary at the registered office address of the Company.

Your Company continues to provide a safe working environment for its employees. The Company has framed a code on ''Redressal of Grievances regarding sexual harassment'' and has constituted an ''Internal Complaints Committee'' for redressal of grievances as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. There were no cases / grievances reported or pending during the year under review.

INFORMATION TECHNOLOGY:

Information Technology (IT) continues to support business operations in the Company, through continued investment in the enterprise wide ERP platform including Data Reporting. The Company''s IT Team manages various locations with state-of-the-art technology and has been incorporating new technologies into the system. In addition, mobility solution and support has played a key role in achieving improved deliverables in Company''s operations and objectives. Your Company continues to drive resilience through targeted remediation of high risk operating systems, applications and its related areas. Annual Application & Control audits are undertaken to ensure consistent remediation of any business and process risks. Alongside the investment in technology, the Company is also improving its service management processes to prevent any defects in the IT environment and to enable faster resolution of any such incidents with minimum business disruption.

DEPOSITS

In 2015-16, your Company has not accepted any fixed deposits and no principal or interest is due to the public as on March 31, 2016.

CREDIT RATING

During the year under review, the Company has received ''Long Term'' Credit rating of ''CRISIL BB /Stable'' as reaffirmed by CRISIL. This rating reflects moderate risk of default regarding timely servicing of financial obligations.

DIRECTORS

Independent Directors:

The Independent Directors have made declarations to the Company, confirming that the conditions of independence laid down in sub section 6 of section 149 of the Act and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly complied.

Retirement by rotation:

Ms. Rajeshwari Datla (DIN - 00046864), retires by rotation at the Annual General Meeting and being eligible, offers herself for re-appointment. Brief profile of Ms. Rajeshwari Datla is provided on page no. 33 of this Annual Report.

Directors and Key Managerial Personnel:

No Director or Key Managerial Personnel resigned or was appointed during the year under review.

AUDITORS

The members in the 62nd AGM of the Company held on September 24, 2014 approved the appointment of SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 324982E/E300003) as Statutory Auditors of the Company to hold office from the conclusion of 62nd Annual General Meeting (AGM) until the conclusion of 65th AGM of the Company in place of the retiring Auditors, S.R. Batliboi& Associates LLP, Chartered Accountants (Firm Registration no. 101049W), subject to ratification by the members at every AGM of the Company. SRBC & Co. LLP has expressed its willingness and confirmed its eligibility to act as Statutory Auditors of the Company for the financial year 20161 7. The qualifications made by the Auditors in their report and the justification of the Board is provided in Page No. 39 of this Annual Report.

SECRETARIAL AUDIT REPORT

The Board of Directors has appointed Mr. V. N. Deodhar (Membership No. FCS-1880), Proprietor of V. N. Deodhar & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 201516 as per the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditor has submitted an unqualified report and is annexed to this Board''s report as Annexure IV. The Secretarial Audit report forms part of this Board''s report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of sub-section 5 of Section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 and loss 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, 2016 have been prepared on a ''going concern'' basis.

v) Proper internal financial controls are devised to ensure compliance with the provisions of all applicable laws and that such internal financial controls were adequate and operating effectively.

vi) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2016

The details forming part of the extract of the annual return is enclosed as Annexure II to this Report and forms part of this Report.

INSIDER TRADING CODE

Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015, your Company has adopted

(a) Code of Conduct to regulate, monitor and report trading by Insiders, applicable to Promoters, Promoter''s Group, Directors and such Designated Employees who are expected to have access to unpublished price sensitive information of the Company; and (b) ''The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) The aforesaid Codes are displayed on the Company''s website i.ehttp://www.dil.net/Company-Policies.html

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy of the Company (''Remuneration Policy'') inter alia, lays down the criteria for (a) appointment and payment of remuneration to Directors, Key Managerial Personnel and senior management of the Company; (b) criteria for appointment of Independent Director; and (c) evaluation of performance of Directors.

The brief details of the Remuneration Policy including the manner in which evaluation of Directors is conducted are provided in the Corporate Governance report, as annexed to this report. The Remuneration Policy can be viewed at Company''s website at http:/ /www.dil.net/Company-Policies.html.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, as on March 31, 2016 are as follows:

Particulars

Amount (Rs. in lakhs)

Loans given

13

Investment made

268

Corporate Guarantee given

-

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the year under review were on arms length basis and in the ordinary course of business. During the year under review, the Company has not entered into any material related party transaction. In view of this, disclosure in form AOC-2 is not applicable to the Company.

The brief details of the Company''s policy on dealing with Related Party transactions (RPT Policy) are covered in Corporate Governance report. The RPT policy can be viewed at the Company''s website at http:// www.dil.net/ Company-Policies.html

INFORMATION IN ACCORDANCE WITH PROVISION OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013:

(A) Conservation of energy and Technology absorption

Information in accordance with provision of Section 134(3)(m) of the Act, with respect to Conservation of energy and technology absorption is not applicable to the present activities of the Company.

(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. 38 to the Financial Statements.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 4 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report along with the Corporate Governance Certificate issued by Mr V. N. Deodhar (Membership No. FCS-1880), Proprietor of V.N. Deodhar & Co, Practising Company Secretaries is provided in Annexure III and forms part of their Report.

Details of number of Board meetings, composition of the Audit Committee, details of risk management policy and establishment of Vigil Mechanism as required under the Companies Act, 2013 are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 1 and forms an integral part of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in business and in the nature of business of your Company during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation to the employees of the Company at all levels, members, bankers, financial institutions, regulatory bodies and other business associates for their support during the year under review.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions and/or in this report 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

Sanjay Buch

Chairman

Registered Office :

''DIL'' Complex,

Ghodbunder Road, Majiwada,

Thane (West) - 400 610,

Maharashtra, India.

August 12, 2016.


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.

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