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Directors Report of United Breweries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this Annual Report on the business and operations of the Company and the audited accounts of United Breweries Limited ('UBL' or 'your Company' or 'the Company') for the Financial Year ended March 31, 2015 ('the year under review', 'the year' or 'FY 15').

FINANCIAL SUMMARY

Financial performance for the year ended March 31, 2015 is summarized below:

(Amounts in Rupees million)

FINANCIAL RESULTS Year ended March 31

2015 2014

Net Turnover 47,299 42,506

EBITDA 6,584 6,116

Depreciation and amortization 2,074 1,977

EBIT 4,510 4,139

Interest 730 798

Provision for Dimunition in — — investment in Subsidiary

Profit before Taxation 3,780 3,341

Provision for Taxation (1,184) (1,085)

Profit after Tax available 2,596 2,256 for appropriation

Appropriations:

Proposed dividend on Equity 318 278 Shares (including taxes thereon)

Dividend on Preference Shares 27 26 paid (including taxes thereon)

Transfer to the General Reserve 260 226

Transfer to Capital Redemption 741 — Reserve

Depreciation Adjustment 72 —

Balance your Directors propose 1,178 1,726 to carry to the Balance Sheet

Total appropriations 2,596 2,256

EBITDA for the year under review stood at Rs.6,584 million as compared to Rs.6,116 million in the previous year, reflecting an increase of 8%. This growth in EBITDA is to a large extent the result of our ability to increase prices in open markets, improve our product mix, volume growth and the effective management of input cost, fixed costs and overheads.

Interest paid during the year amounted to Rs.730 million and was comparable to the amounts paid in the previous year. Depreciation for the year was Rs.2,074 million as compared to Rs.1,977 million in the previous year.

Profit before Taxation for the year stood at Rs.3,780 million as compared to Rs. 3,341 million in the previous year, reflecting an increase/decrease of almost 13%. Profit after Taxation finally resulted in an amount of Rs. 2,596 million as against Rs. 2,256 million in the previous year.

DIVIDEND

We take pleasure in proposing a dividend of Re.1/- per Equity Share of Re.1/- each for the year ended March 31, 2015. The dividend declared for the previous year was Re.0.90 per Equity Share of Re.1/- each.

The Company paid a dividend on Cumulative Redeemable Preference Shares ('CRPS') at the rate of 3% under the terms of the issue of 7.4 million CRPS held by Scottish & Newcastle India Limited, amounting to Rs. 27 million. The outstanding CRPS have been redeemed on March 31, 2015 on its due date.

The total dividend (including dividend tax) is Rs.318 million, which amounts to about 12% of the Profit after Tax.

RESERVES

Your Company proposes to transfer Rs.260 million to the General Reserve. Redemption of CRPS was carried out after transfer of profits to Capital Redemption Reserve in terms of applicable regulations.

CAPITAL

The Authorized Share Capital of the Company stands at Rs.9,990 million, comprising Equity Share Capital of Rs.4,130 million and Preference Share Capital of Rs.5,860 million. The Company has redeemed 74,07,000 Series-B, Cumulative Redeemable Preference Shares of Rs.100 at par on March 31,2015 as per the terms of allotment. Post such redemption, the Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2015 stood at Rs.264.4 million comprising 26,44,05,149 Equity Shares of Re.1 each.

Employees Stock Option Scheme and Sweat Equity Share

The Company has not offered any shares to its employees or Key Managerial Personnel under a scheme of Employees' Stock Option and has also not issued any Sweat Equity Shares at any time.

Related Party Transactions

Details of transactions with related parties as specified in the Companies Act, 2013 and the Rules framed thereunder, the Listing Agreement and the Accounting Standard 18 of the Companies (Accounting Standards) Rules, 2006, have been reported in the Notes to financial statements. Approval of the Audit Committee and the Board of Directors as required under the Listing Agreement and the Companies Act, 2013 has been obtained for such transactions.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions which is placed on the Website of the Company and is available through the link www.unitedbreweries.com/investors/policies.

All transactions entered by the Company during the FY15 with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Familiarization programme for Independent Directors

The existing Board comprises of Executive, Independent and Non-Executive Directors who have been at the helm of Management of the Company for several years and are fully conversant with the business and operations of the Company. The Familiarization program for new Directors as and when inducted shall aim to familiarize them with the company, their roles, rights, responsibility in the Company, market, business model of the Company etc.

The existing Board of Directors have complete access to the information within the Company.

Presentations are regularly made to the Board of Directors/Audit Committee/Nomination & Remuneration Committee on various related matters, where Directors get an opportunity to interact with Senior Managers. The Company has issued appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities.

Whistle Blower Policy

The Company has adopted vigil mechanism which is a channel for receiving and redressing of complaints about any misconduct, actual or suspected fraud, actual or potential violations of the Company's code of conduct and any other unethical, unlawful or improper practices, acts or activities within the Company. The Company has formulated a Whistle Blower Policy for Employees & Directors and has ensured adequate safeguards against victimization of whistleblowers. The details of establishment of vigil mechanism are disclosed on the Website of the Company.

None of the Employees & Directors have been denied access to the Chairman of the Audit Committee.

Conservation of Energy

The company is taking continuous steps to conserve energy. Its "Sustainability" initiatives are disclosed separately as part of this Annual Report.

Details of the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 is annexed as Annexure - E to this report.

Code of Business Conduct and Ethics

The Board of Directors of your Company have adopted a Code of Business Conduct and Ethics in terms of Clause 49 of the Listing Agreement which has been posted on the website of the Company i.e. www.unitedbreweries.com.

Code for Prevention of Insider Trading

Your Company has adopted a comprehensive 'Code of Conduct to Regulate, Monitor and Report of Trading by Insiders' and also a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' under the provisions of the Securities Exchange Board of India (Prevention of Insider Trading) Regulations, 2015.

Directors

The Board of Directors of your Company comprise of twelve Directors, with a balanced combination of Independent and Promoter Directors.

Dr. Vijay Mallya retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Duco Reinout Hooft Graafland and Mr. Roland Pirmez, Heineken Nominee Directors resigned from the Board and in their place Mr. Sijbe Hiemstra and Mr. Frans Erik Eusman have been appointed as Additional Directors with effect from July 23, 201 5 and August 01,2015 respectively.

Mr. Shekhar Ramamurthy replaces Mr. Kalyan Ganguly as Managing Director effective August 01,2015. The Managing Director, Chief Financial Officer and the Company Secretary are Key Managerial Personnel in terms of the Companies Act, 2013.

Independent Directors viz., Mr. Chhaganlal Jain, Mr. Chugh Yoginder Pal, Mr. Sunil Alagh, Ms. Kiran Mazumdar Shaw, Mr. Madhav Bhatkuly and Mr. Stephan Gerlich have been appointed for a period of five years till September 03, 2019.

Declaration from Independent Director

All Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Meetings of the Board of Directors and Committees of the Board

The meetings of the Board and Committees are pre-scheduled and a tentative calendar of the meetings finalized in consultation of the Directors is circulated to them in advance to facilitate them to plan their schedule. In case of special and urgent business needs, approval is taken by passing resolutions through circulation. During FY 15, four (4) Board Meetings were held. Other details including composition of Board and various Committees and Meetings thereof held in FY 15 are given in the Corporate Governance Report forming part of this Report.

Audit Committee

The Audit Committee of the Board of Directors is constituted to act in accordance with the terms of reference and perform roles, as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Audit Committee, its terms of reference, roles and details of meetings convened and held during the year under review is given in Corporate Governance Report forming part of this Report.

During the year, all the recommendations of the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

Nomination and Remuneration Committee is constituted to act in accordance with the terms of reference and perform roles, as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Nomination and Remuneration Committee, its terms of reference, roles and details of meetings convened and held during the year under review is given in Corporate Governance Report forming part of this Report.

Evaluation Mechanism for Directors, Policy on Directors appointment and Remuneration of Directors/Key Managerial Personnel

The Nomination and Remuneration Committee of the Board of Directors has formulated a Performance Evaluation Policy inter alia prescribing an evaluation criteria for the Independent Directors and the Board of Directors of the Company. The Policy also lays down criteria for appointment of Directors and the remuneration of Directors/Key Managerial Personnel. The Policy is available through the web-link: www.unitedbreweries.com/investors/policies.

In line with corporate governance requirement, evaluation of all Board Members is done by the Independent Directors. The evaluation focuses on the performance and effective functioning of the Board, Committees of the Board, participation. The evaluation process also considers the time spent by each of the Board Members, competencies and accomplishment of specific responsibilities and expertise.

Foreign Exchange Earnings and Outgo

During the FY 15 total foreign exchange earnings of the Company stood at Rs.467 Lakhs (Previous Year Rs.271 Lakhs) and foreign exchange outgo stood at Rs.16,808 Lakhs (Previous Year Rs.12,350 Lakhs).

Corporate Governance Report

A Report on Corporate Governance forms part of this Report along with the Certificate from the Company Secretary in Practice.

Annual Return

As required under sub-section (3) of Section 92 of Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is annexed as Annexure - F to this report.

Auditors and the Auditor's Report

In terms of the provisions contained in the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Messrs S R Batliboi & Associates LLP, Chartered Accountants were appointed Statutory Auditors of your Company at 15th Annual General Meeting held on September 04, 2014 for a period of three years i.e. from the conclusion of 15th Annual General Meeting till conclusion of 18th Annual General Meeting. Their appointment in the office of Statutory Auditors during the said period is subject to ratification by Members at every Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which requires any clarification or explanation.

Secretarial Audit

Pursuant to the Section 204 of the Companies Act, 2013 and Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sudhir Hulyalkar, Company Secretaries, to undertake Secretarial Audit of the Company for the FY 15. The Secretarial Audit Report forms part of this Report and is annexed as Annexure - G.

There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Details of significant and material orders

No order has been passed or stringent action taken by any regulator or court or tribunal impacting the going concern status of the Company. The Company has complied with the requirements of the regulators on matters related to stakeholders, as applicable.

Directors' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Board of Directors report that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and ensured that such internal financial controls are adequate and were operating effectively, and

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

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank UBL's customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and central and state Governments for their consistent support and encouragement to the Company. Finally, Your Directors are proud in conveying their sincere appreciation to all employees of the Company for their hard work and commitment.

By Authority of the Board

July 22, 2015 Kalyan Ganguly Henricus Petrus van Zon New Delhi Managing Director Director and CFO


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this Annual Report and the audited accounts of United Breweries Limited (''UBL'' or ''your Company'' or ''the Company'') for the year ended March 31, 2014 (''the year under review'', ''the year'' or ''FY14'').

FINANCIAL SUMMARY

(Amounts in Rupees million) FINANCIAL RESULTS Year ended March 31

2014 2013

Net Turnover 42,599 39,424

EBITDA 6,116 5,155

Depreciation and amortization 1,977 1,702

EBIT 4,139 3,453

Interest 798 799

Provision for Dimunition in investment in Subsidiary — —

profit before Taxation 3,341 2,654

Provision for Taxation (1,085) (932)

profit after Tax available for appropriation 2,256 1,722

Appropriations:

Proposed dividend on Equity Shares (including taxes thereon) 278 217

Dividend on Preference Shares paid (including taxes thereon) 26 26

Transfer to the General Reserve 226 172

Transfer to Capital Redemption Reserve - 1,307

Balance your Directors propose to carry to the Balance Sheet 1,726 -

Total appropriations 2,256 1,722

EBITDA for the year under review stood at Rs.6,116 million as compared to Rs.5,155 million in the previous year, refecting an increase of 18.6%. This is a creditable accomplishment in a stagnating market in which our volume could increase by 1%. This growth in EBITDA is to a large extent the result of our ability to increase prices in open markets, improve our product mix and the effective management of input cost, fixed costs and overheads.

Interest paid during the year amounted to Rs.798 million and was comparable to the amounts paid in the previous year. Depreciation for the year was Rs.1,977 million as compared to Rs.1,702 million in the previous year.

profit before Taxation for the year stood at Rs.3,341 million as compared to Rs.2,654 million in the previous year, refecting an increase of almost 25.9%. profit after Taxation finally resulted in an amount of Rs.2,256 million as against Rs.1,722 million in the previous year.

DIVIDEND

We take pleasure in proposing a dividend of Re. 0.90 per Equity Share for the year ended March 31, 2014. The dividend declared for the previous year was Re. 0.70 per Equity Share.

The Company paid a dividend on Cumulative Redeemable Preference Shares (''CRPS'') at the rate of 3% under the terms of the issue of 7.4 million CRPS held by Scottish & Newcastle India Limited, amounting to Rs.26 million.

The total dividend (including dividend tax) is Rs.304 million, which amounts to about 13.5% of profit after Tax.

CAPITAL

The Authorized Share Capital of the Company stands at Rs.9,990 million, comprising Equity Share Capital of Rs.4,130 million and Preference Share Capital of Rs.5,860 million. The Issued, Subscribed and Paid-up Share Capital remains unchanged at Rs.1,005.1 million, comprising Equity Share Capital of Re.1 each aggregating to Rs.264.4 million and Cumulative Redeemable Preference Shares of Rs.100 each aggregating to Rs.740.7 million.

Directors

The Board of Directors of your company comprises twelve Directors, with a balanced combination of Independent and Promoter Directors.

Mr. A. K. Ravi Nedungadi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In compliance of the provisions contained in the Companies Act, 2013, your Company proposes to fix the term of the Independent Directors. Resolutions proposing appointment of Mr. Chugh Yoginder Pal, Mr. Sunil Alagh, Mr. Chhaganlal Jain, Ms. Kiran Mazumdar Shaw, Mr. Stephan Gerlich and Mr. Madhav Bhatkuly as Independent Directors for a term of Five years together with information required to be given under the Companies Act, 2013 and the Listing Agreement form part of the Notice convening Fifteenth Annual General Meeting. In order to comply with the provisions relating to rotation of Directors, your Company is amending the Articles suitably.

The Corporate Governance Report

A Report on Corporate Governance forms part of this Report along with the Certifcate from the Company Secretary in Practice.

Auditors and the Auditors Report

Messrs S.R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors of your Company hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

In terms of the provisions contained in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the appointment of Statutory Auditors is proposed for a period of three financial years commencing 2014-2015 to hold office from the conclusion of the Fifteenth Annual General Meeting till the conclusion of Eighteenth Annual General Meeting. Their appointment during the aforesaid term of three financial years shall be subject to ratification by the Members at subsequent Annual General Meetings.

There are no qualifications or adverse remarks in the Auditors'' Report which requires any clarifcation or explanation.

Cost Auditors

In terms of the General Circular dated 4th June 2012 issued by Ministry of Corporate Affairs (MCA), the Company had fled its Cost record compliance report for the relevant period with the Central Government. Pursuant to Order dated 6th November 2012 issued by MCA, the Company appointed Messrs K. S. Kamalakara & Co., Cost Accountants, as the Cost Auditors for the financial year 2013-2014. However, their appointment was pending as the requisite E-Form 23C in respect of our industry was not accepted for fling and approval by the Central Government. The MCA has since, in supersession of its earlier Rules, notifed the Companies (Cost Records and Audit) Rules, 2014 inter alia covering Industries to which such Rules apply where the Alcoholic Beverages sector is not covered.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued support received from shareholders, banks and financial institutions. Your Directors are also grateful to the Company''s business partners and customers for their continued support and patronage. Finally, your Directors wish to acknowledge the support and contribution on the part of all employees who constitute our most valuable asset.

By Authority of the Board,

May 27, 2014 Kalyan Ganguly Henricus Petrus van Zon

London Managing Director Director and CFO


Mar 31, 2013

The Directors have pleasure in presenting this Annual Report and the audited accounts of United Breweries Limited (''UBL'' or ''your Company'') for the year ended March 31, 2013 (''the year under review'', ''the year'' or ''FY13'').

FINANCIAL RESULTS - AN OVERVIEW

(Amounts in Rupees million)

Year ended March 31

2013 2012*

Net Turnover 39,424 36,348

EBITDA 5,155 4,846

Depreciation and amortization 1,702 1,487

EBIT 3,453 3,359

Interest 799 987

Provision for Dimunition in investment in Subsidiary - 196

Profit before Taxation 2,654 2,176

Provision for Taxation (932) (912)

Profit after Tax available for appropriation 1,722 1,264

Appropriations:

Proposed dividend on Equity Shares (including taxes thereon) 217 215

Dividend on Preference Shares paid (including taxes thereon) 26 28

Transfer to the General Reserve 172 150

Balance your Directors propose to carry to the Balance Sheet 1,307 871

Total appropriations 1,722 1,264

*Regrouped/rearranged.

DIVIDEND

Your Board of Directors take pleasure in declaring a dividend of Re.0.70 per Equity Share, including on 8,489,270 Equity Shares of Re.1/- each fully paid up allotted upon amalgamation of Scottish and Newcastle India Private Limited. Your Company paid a dividend on Cumulative Redeemable Preference Shares (''CRPS'') at the rate of 3% under the terms of the issue of 7.4 million CRPS held by Scottish and Newcastle India Limited, amounting to Rs. 26 million.

The total dividend (including dividend tax) is Rs. 242.53 million, which amounts to about 12.57% of the Profit after Tax.

AMALGAMATION

Your Directors are pleased to inform that Scottish and Newcastle India Private Limited (SNIPL) an Indian subsidiary of Heineken UK Limited (Heineken Group), has been amalgamated into your Company by the Order of the Hon''ble High Courts of Karnataka and Bombay with the appointed date of April 01, 2012. The restructuring of various brewing entities of the group including subsidiary and investment holding companies by way of amalgamation into UBL has culminated in optimal administrative, management and synergy benefits and resulted in cost savings, pooling of managerial skills and utilization of valuable resources. It was found strategically necessary and expedient to amalgamate SNIPL also into UBL for enhancing technical synergies in manufacture, marketing and distribution of beer through Heineken and also furthering management expertise.

CAPITAL

The Authorized Share Capital of your Company stands at Rs.9,990 million, comprising of Equity Share Capital of Rs.4,130 million and Preference Share Capital of Rs.5,860 million. The Issued, Subscribed and Paid-up Share Capital remains unchanged at Rs.1,005.1 million, comprising of Equity Share Capital of Re.1 each aggregating to Rs.264.4 million and Cumulative Redeemable Preference Shares of Rs.100 each aggregating to Rs.740.7 million.

Consequent upon amalgamation of SNIPL into your Company the Authorized Share Capital of your Company stands increased to Rs.9,990 million comprising of 4,130 million Equity Shares of Re.1 each and 58.6 million Preference Shares of Rs.100 each. Further, in terms of the Scheme of Amalgamation, 8.49 million Equity Shares have been allotted to Heineken UK Limited simultaneously upon cancellation of equivalent number of Equity Shares held by SNIPL. Therefore, the Issued, Subscribed and Paid up share capital of your Company remains unchanged post amalgamation.

DIRECTORS

The Board of Directors of your Company comprises of twelve Directors, with a balanced combination of Independent and Promoter Directors.

Mr. Chhaganlal Jain, Mr. Duco Reinout Hooft Graafland and Mr. Stephan Gerlich retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

In terms of the provisions contained in the Shareholders'' Agreement dated December 07, 2009 with the Heineken Group Mr. Henricus Petrus van Zon was appointed by Heineken to replace Mr. Guido de Boer as Director with effect from December 07, 2012 and CFO with effect from January 01, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

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

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; and

- accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period; and

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance forms part of this Report along with the Certificate from the Company Secretary in Practice.

AUDITORS AND AUDITORS'' REPORT

Messrs S.R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors of your Company hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

There are no qualifications or adverse remarks in the Auditors'' Report.

With respect to the Auditors'' observation in para (ix) (a) of the Annexure of the Report, your Directors are aware that few delays in payments of certain statutory dues were unintentional and not serious in nature. All undisputed dues have been regularized as on close of the Financial year.

COST AUDITORS

In compliance of Circular No. 52/26/CAB-2010 dated November 06, 2012, issued by the Ministry of Corporate Affairs, Government of India, your Company has appointed Messrs K.S. Kamalakara & Co., as Cost Auditors to audit cost accounting records of your Company for the financial year 2013-2014.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued support received from shareholders, banks and financial institutions. Your Directors are also grateful to the Company''s business partners and customers for their continued support and patronage. Finally, your Directors wish to acknowledge the support and contribution on the part of all employees who constitute our most valuable asset.

By Authority of the Board,

May 30, 2013 Kalyan Ganguly Henricus Petrus van Zon

Mumbai Managing Director Director, CFO


Mar 31, 2010

The Directors have pleasure in presenting this Annual Report on the business and operations with audited accounts of your company for the year ended March 31, 2010.

FINANCIAL RESULTS

Your Companys financial performance for the year ended March 31, 2010 is summarized below:

(Rupees in Million)

Particulars 2009-2010 2008-2009

Net Income 20751.3 17475.7

Profit before Interest & Depreciation 2949.0 2675.2

Interest 555.0 896.4

Depreciation 882.7 762.1

Profit before non-recurring items 1511.3 1016.7

Non-recurring items - -

Profit before Taxation 1511.3 1016.7

Provision for Taxation (541.6) (391.8)

Profit after Tax available for appropriation 969.7 624.9

Appropriation

Dividend on Equity Shares (including Taxes thereon)

Interim dividend paid - 42.1

Final dividend proposed 100.7 42.1 _

Dividend on Preference Shares paid (including Taxes thereon) 86.7 86.7

Transfer to General Reserve 100.0 65.0

Balance your Directors propose to carry to the Balance Sheet 682.3 389.0

DIVIDEND

Your Board of Directors take pleasure in declaring a dividend of 36% for the year ended March 31, 2010.

Your Company paid a dividend on the Cumulative Redeemable Preference Shares (CRPS) at the rate of 3% under the terms of the issue of the 24.69 million CRPS held by Scottish & Newcastle.

CAPITAL

The Authorized Share Capital of the Company remained unchanged at Rs.2,800 million, comprising Equity Share Capital of Rs.300 million and Preference Share Capital of Rs.2,500 million. The Issued, Subscribed and Paid-up Share Capital as on March 31, 2010 stood at Rs.2,709 million, comprising of Equity Share Capital of Re.1 each aggregating to Rs.240 million and Cumulative Redeemable Preference Shares of Rs.100 each aggregating to Rs.2,469 million.

ALLIANCE WITH HEINEKEN N.V.

As a result of the acquisition of Sctottish & Newcastle by Heineken, the effective ownership of 37.49% of Equity holding in your Company now effectively vests in Heineken. Your Company has entered into a new Shareholders Agreement inter alia with Heineken. A comprehensive business partnership with Heineken has been agreed, thereby formalizing their entry into your Company as an equal promoter. The Parties have agreed upon key commercial terms for the production of Heineken in India, which will accelerate the growth of the premium beer segment throughout India. At the same time, your Company will work with Heineken to expand the international presence of the Kingfisher brand through Heinekens global footprint.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY OVERVIEW

The per capita consumption of beer in India continues to be very low compared to other countries. There has been a steady growth in the Indian Beer Industry of about 15% per year in the last five years, with Industry volumes crossing 200 million cases in financial year 2009-2010 from about 100 million cases in financial year 2003-2004. Considering the Indian demographics, with around 70% of the population below the age of 30 years, growing income and increasing international influence, the industry is expected to maintain if not exceed, its growth at present rate. While the Industry grew by 10% in volume terms during the last financial year your Companys volumes grew by 20%.

The Indian market infrastructure is a barrier to higher growth. In India, alcohol is available in around 65,000 outlets including shops, bars and restaurants which translates to roughly one outlet for every 18,000 residents, whereas the global average for the same is one outlet per 250 residents and the corresponding figure for China is one outlet for every 300 residents. For instance, in urban conglomeration like Greater Mumbai, there are around 2,500 outlets while in Shanghai, which has similar population base, the number of outlets selling alcohol is 18,000. An encouraging development is that in some cities, like Mumbai, the government has started to issue licenses for outlets to sell beer and wine only, delinking it from the sale of spirits. This development should facilitate future growth.

Taxation is another major factor which adversely affects the Indian brewing industry. In India, all alcoholic beverages are taxed uniformly, irrespective of their alcohol content. Consequently, same rate of taxation is applied for spirits, lager beer, strong beer and other alcoholic beverages, resulting in higher price for beer relative to high alcohol beverages. Across the globe, levies on beer are typically at half the rate applicable to spirits, providing an incentive for consumers towards lower alcohol beverages.

Due to the prevalent excise taxation structure, the majority of Indians who consume alcohol prefer to purchase spirits over beer as it contains higher alcohol at a similar price. Therefore in India, unlike most other countries, consumption of spirits is higher than beer. Some States have recently started to delink beer taxation from spirits, thereby promoting a logical growth in the future.

Taxation & Regulation of alcohol being a State subject under the Constitution of India, each State has separate set of regulations, restrictions and taxation structure for alcoholic beverages. Some States also impose high export duties and restrictions on the export of beer outside the State. Even the sales & distribution structure varies from State to State as some markets are open while in most States primary sale is canalized through State controlled corporations.

Over the last 5 years, a plethora of foreign brands have entered the country as 100% Foreign Direct Investment is permitted thereby increasing the choice of brands and competition. All major global brewers are now present in India. Despite this, your Company has been able to extend its market leadership position.

OPERATIONS

Volumes during 2009-2010 were buoyant in the Northern & Western markets, but sales in key Southern States were adversely affected. A change in taxation structure in Karnataka and the voluntary withdrawal of your Companys brands in the first quarter of the year 2009-2010 from Andhra Pradesh, on account of a stand off on pricing between beer producers and the State Government, impacted sales in these key markets.

Your Company has successfully commissioned its largest greenfield brewery with a capacity of 6 Lac HL per annum in the State of Andhra Pradesh which became operational in January 2010. The greenfield brewery has been built to international specifications and has adopted several international standards like HAZOP for safe operation, and HACCP, the worldwide standard for food certification. The brewery has been built with a commitment to the environment and your Company has taken various steps to reduce the overall carbon footprint. The latest equipment has been installed with a vision of productivity and environmental conscience. In keeping with its new mantra, Conserve, Connect & Conquer, your Companys unique environmental initiative on inclusive water management, the plant design aims not just to deliver water consumption levels exceeding world class standards, but also to maintain the water table levels and the greenery around the brewery. In view of production at enhanced capacity at the new greenfield brewery and to achieve economies in scale of operation, the management has discontinued its operations at its Hyderabad brewery.

Your Company received the prestigious Water Digest Award for the year 2009-2010 in the categories of Best Water Conserver - Waste Water Management Company, and Corporate Social Responsibility for water practices supported by UNESCO, PHDCCI and various Government of India agencies. The brewing unit of your Company at Palakkad has been awarded the State First Prize for Pollution Control and Environmental Protection among medium scale industries in Kerala for 2008. This is the third consecutive year that the unit has received this coveted award. It earlier won the second prize in the same category in the year 2006 and the first prize in 2007.

Acquisition of land at Nanjangud, Karnataka through KIADB has been completed and your company will commence setting up of a new brewery in this profitable State.

Your Company has shifted from furnace oil fired boilers to solid fuel boilers in most of its breweries, leading to savings in the cost of fuel. To contain the increase in bottle cost, your Company has introduced dedicated design registered bottles in select markets. We expect the benefits of this initiative materialising from the financial year 2010-2011.

Heineken owns breweries in Andhra Pradesh and Maharashtra. Your Company has now the benefit of utilization of capacity available at these two breweries.

SALES

Your Company continues to lead the beer market with a sale of 101 million cases and combined national market share crossing 50%. The net sales for the year 2009-2010 stood at Rs.19,975 million as against net sales of Rs. 16,983 million in the financial year 2008-2009, registering a growth of 18% over the comparable figure in the previous year. This spectacular result has been achieved despite impasse in supply to the Andhra Pradesh market during peak season and excise increases in Karnataka. Your Company has a market share that now stands at over 50%, and is twice the size of its nearest competitor. Your Company along with its associates controls over 63% of the mild beer market and over 46% of the strong beer market in India. The ubiquitous "Kingfisher" brand continues to be the largest selling beer brand in India while "Kingfisher Strong" has grown by 22%.

Region wise, the Northern market grew by 33% particularly due to growth in the States of Rajasthan and Uttar Pradesh. The Eastern markets grew by 70% on account of high growth in the States of Bihar, Jharkhand, West Bengal, Orissa and North Eastern States. The Southern markets grew by 7% as the growth in the States of Kerala and Tamil Nadu was offset by the de-growth of Karnataka market and halting of sales in Andhra Pradesh. The Western markets grew by 19% riding on growth in the States of Madhya Pradesh and Maharashtra and a decline in Daman & Diu.

Your Company has launched a new super premium brand by the name Kingfisher Ultra which has been widely acclaimed in the markets of its launch. Your Company has also launched an All Season beer by the name Kingfisher Red in the North and East markets. Kingfisher Red is developed following a unique process and can be consumed even at 14 to 17 degrees Celsius, without any change in the taste of beer.

The Brand Kingfisher has been awarded the prestigious Gold Medal in the World Beer Championship 2009.

MANUFACTURING EXPENSES

Manufacturing expenses for the financial year 2009-2010 were Rs.10,088 million constituting 50.5% of the net sales as against Rs. 8,693 million in the previous financial year which constituted 51.2% of the net sales.

A significant increase in price of second hand bottles on account of hoarding by bottle traders has adversely affected manufacturing costs. Your Company has recently introduced patented bottles with a view to gain strategic control of this major item of cost. Since the bottles are patented and the name and logo of your Company are embossed on the bottles, they cannot be used by other brewers and are to be necessarily supplied back to your Company. The cost associated with accelerated investment in new patented bottles is expected to be recovered by a drop in the price of second hand bottles.

Your Company has entered into long term agreements for securing supply of malt & barley thereby minimizing the fluctuation in price of these ingredients.

Most of the units have installed solid fuel boilers which has resulted in a reduction of fuel cost. The breweries are continuously improving efficiencies in the brewing process as well as in packing thereby reducing the manufacturing costs.

PERSONNEL AND OTHER OPERATING EXPENSES

Personnel expenses of your Company stood at Rs.989 million as compared to Rs.871 million in the previous year. This constituted 5% of the net sales as against 5.1% of the net sales in the previous year. Other operating expenses amounted to Rs. 1,094 million constituting 5.5% of the net sales. Personnel and other operating expenses were contained despite increased volumes during the year.

SELLING AND BRAND PROMOTION EXPENSES

During the period under review, your Company has spent 28% of net sales on selling and brand promotion exercise as compared to 25.2% of net sales spent in the previous year.

During the year, your Company continued its investments in brand building, especially behind the Kingfisher Brand. Kingfisher continues its high profile association with five of the eight IPL teams as their Good Times Partner. This association was effectively leveraged both through communication as well as consumer and trade contacts.

Kingfisher further strengthened its association with football by signing on as the title sponsor of the Goa Professional League.

Kingfisher continued to leverage on the excitement and glamour of Formula-1 by being a very visible and prominent sponsor of the Force India team.

Kingfisher also continued its association with large city-based sporting events such as the Mumbai Marathon, Delhi Half Marathon and the World 10K race in Bangalore.

Kingfisher and fashion have been synonymous for over a decade. Kingfisher has strengthened its association with fashion by being a key sponsor to the India Couture Week, Wills Lifestyle India Fashion Week and the Lakme Fashion Week, apart from the fashion weeks in Kolkata, Chennai and Bangalore.

Music has been another significant platform that Kingfisher has used over the years. During the year, the pub-based rock festival - Kingfisher Pubrock Fest was extended to 20 cities and over 75 shows. The Kingfisher Voice of Goa talent hunt has grown from strength to strength and has firmly entrenched Kingfisher extremely close to the hearts of Goans.

* The eighth edition of the much awaited and world acclaimed Kingfisher Swimsuit Calendar was released in January to a tremendous response. Your Companys association with Indias No.1 Lifestyle TV channel NDTV Good Times continued into its third year.

PROFIT BEFORE INTEREST, DEPRECIATION AND TAXATION (PBIDT)

PBIDT for the year under review stood at Rs.2,949 million as compared to Rs.2,675.2 million in the previous year, reflecting an increase of 10.2%. This increase in PBIDT is resulting from strong revenue growth and sustained investment behind your Companys brands.

INTEREST AND DEPRECIATION

Interest paid during the year amounted to Rs.555 million as against Rs.896.4 million in the previous year. Depreciation for the year was Rs.882.7 million as compared to Rs.762.1 million in the previous year.

There has been reduction in the interest cost as compared to the previous year due to exchange gains in the current year compared to losses in the previous year and the payment of a term loan commitment fee in the previous year. Depreciation has increased on account of continued investment in production capacities, including the investment in the greenfield Andhra Pradesh brewery.

PROFIT BEFORE AND AFTER TAXATION

The Profit Before Taxation for the year stood at Rs.1,511.3 million as compared to Rs.1,016.7 million in the previous year reflecting an increase of around 48.6%. The Profit After Taxation stood at Rs.969.7 million as against Rs.624.9 million in the previous year reflecting a growth of 55.2%.

PROSPECTS

While multinational companies are expected to increase competition in the premium beer segment, established domestic brands, particularly those of your Company have the advantage of having an established brand equity. Several international brewers have currently built brand associations and are marketing their brands aggressively through various point-of-sale promotions throughout their distribution networks. Your Company has the benefit of a strong route to market combined with Indias leading brands.

A double digit growth rate is expected for the coming years, resulting from the increase in disposable income and the growth of consumers entering the legal drinking age.

On-trade sales are expected to grow considerably with growing affluence among young consumers together with the culture of frequenting pubs and clubs that is now spreading to second-tier cities. Off-trade sales are meanwhile expected to be boosted by the gradual deregulation of beer retail through supermarkets/hypermarkets and beer & wine licenses.

In order to augment capacities in critical markets, expansion in Karnataka is expected to commence in the next financial year.

ENVIRONMENTAL INITIATIVES

Besides corporate social responsibility, water conservation has been our key focus area. Also, with the expected future growth, its importance has considerably increased. Most of our units have a constraint on disposal of waste water, and therefore, the Company has embarked upon a plan to install sophisticated equipment and modification process so as to reduce consumption of water and its disposal. This will in turn reduce need for acquisition of additional lands for waste water disposal. As an environmental initiative, your Company has installed bottle washers incorporating the latest technology at all units and is encouraging rain water harvesting at these units. Your Company has also collaborated with several agricultural universities for cultivation of identified crops with waste water from the Brewery being used for irrigation on a select basis.

Dry yeast recovery has also been earning revenue as an ingredient for probiotics, as a mixer with spent grain and pesticides. Going ahead, as an environment friendly initiative, your Company is determined to focus on measures for reduction of process loss during production, reduction of pollutants and other wastages and utilization of natural methods of root zone treatments such as usage of duck weed /water hyacinth as an economical method for water purification. This is being done in addition to reducing pollutants which will in turn reduce load on the effluent treatment facility and thereby assist in conservation of the environment.

SOCIAL INITIATIVES

Social responsibility is integrated in the corporate philosophy of your Company and we have been able to positively impact the lives of the communities that we work in. Primary Health, Primary Education and Water are the three key areas for our interventions. Each initiative undertaken is long term and sustainable and addresses a specific need of the local community. These are implemented and monitored in partnership with representatives of the community. Our teams work relentlessly to ensure that each of these meet the needs of the local people. In Education, the objective is to ensure that quality education is imparted to children from the underprivileged strata of the society. Here your Companys representatives work closely with local schools to provide better infrastructure, mid day meals, stationery and uniforms as well as deployment of teachers to enhance the quality of education. In primary health, your Companys endeavour has been to ensure that the community has access to primary healthcare. These are either in the form of Primary Health Centres set up by us or mobile health services where a qualified doctor travels in an ambulance to villages that do not have primary health facilities. Your Companys initiatives in water have been to both conserve as well as provide potable water to the local community. These interventions have earned us the trust and appreciation of the community, local bodies and Governmental agencies. Your Companys initiatives in Primary Health in 7 locations have benefitted over 6000 people. In Education, the interventions have enhanced the quality of education for over 1000 students in 7 locations and we have been able to facilitate access to water for over 13000 locales in 6 locations.

INTERNAL CONTROL SYSTEM

Your Company has established a robust system of internal controls to ensure that assets are safeguarded and transactions are appropriately authorized, recorded and reported. Internal Audit evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting. Your Companys internal control systems are adequate and are routinely tested and certified by statutory and internal auditors. The process adopted provides reasonable assurance regarding the effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

In order to continuously upgrade the internal control system, to be in line with International best practices and to ensure proper corporate governance, your Company has implemented risk assessment, control self assessment and legal compliance management systems. These have been updated during the year under review.

The internal control system evaluates adequacy of segregation of duties and reliability of management information systems, including controls in the area of authorization procedures and steps for safeguarding assets. Planned periodic reviews are carried out for identification of control deficiencies and opportunities for bridging gaps with best practices along with formalization of action plans to minimize risks.

Your Company believes that the overall internal control system is dynamic, and reflects the current requirements at all times, hence ensuring that appropriate procedures and controls, in operating and monitoring practices are in place.

Internal Audit reports to the Audit Committee and recommends control measures from time to time.

OPPORTUNITIES & THREATS

With growing demand, the domestic production of beer is on the rise. With further investments, your company has been able to upgrade and expand its capacities and also its brands. International brewers have established breweries across India in order to extend their brand presence to more States. With these international brands starting domestic production in India, indigenous brands such as your companys face increasing competition. International premium lager is growing steadily (though on a smaller base) as the companies have expanded their distribution across India, and have launched several new brands during the year under review. Despite this influx of new entrants, Kingfisher Lager continues to not just maintain market share but indeed increased it beyond 50% during the period under report.

India is predominantly a spirits market and beer is a minority preference for those who consume beverage alcohol. The low penetration in beer consumption in comparison to international levels offers the expectation of substantial and sustainable growth in demand for beer in years to come, particularly given the youthful age of Indias populace. It is expected that gradually there will be a deregulation in the Indian beer industry too, giving it a boost.

Foreign brewers have been eyeing the Indian market for some years now as India is widely acknowledged to be the last untapped big growth market. However, consistent investments by your Company, in the product, packaging and communication, along with well established distribution, puts UB in a strong position, as seen by consistent improvements to the Companys national market share.

RISK MANAGEMENT

Your Company has evolved a framework for management of Business Risks. Towards this end the company has identified risk categories under strategic risks, operative risks, information technology risks, financial risks. This is audited regularly by the internal audit team.

Continuity and sustainability of the business is as important to stakeholders as growing and operating the business. Managing risks and protecting the business from the effects of disasters, failures and reputational damage are focal points on the managements agenda.

RISKS AND CONCERNS

The Indian beer industry is plagued with myriad taxes & levies that vary from State to State. These along with price regulation, inadequate market infrastructure and restrictions in interstate movement of beer, pose a great challenge for the industry.

Unlike most developed countries where beer is less regulated and available freely, high level of regulation and higher end consumer price hampers beer sales in India.

Uniform tax regime for beer in all States will be a boon for the industry. If implemented, it will help the beer industry by rationalizing end consumer prices in all States, as is in the case of other consumer goods. Globally, the policy of uniform taxation has been a success because of inherent positive implications on Government revenue. In addition to economic contribution, a uniform tax structure will also create increased agro linkages that are beneficial to a country like India.

It is important to realize that the beer sector can contribute immensely to the agricultural sector, as beer is an agro-based product. Barley farmers particularly stand to benefit from the growth of the beer sector.

Additionally, the continuing control on pricing as exercised by a number of State Governments has resulted in our inability to raise prices on roughly 60% of our sales. This has had a direct bearing upon the Companys profitability. As this challenge continues in the current financial year, it has resulted in a number of key markets becoming unattractive from a financial perspective.

Your Company has explored a variety of avenues to contain the risk of continued increase in basic costs and has entered into a number of long term agreements for sourcing vital inputs. There has been a continuing review of the long term strategy for procurement at an economical cost.

Excessive regulation and further extensions of Government intervention, in the areas of distribution and pricing, is affecting the growth and profitability of the industry as well as restricting Government revenues. In addition, restrictions on advertising and licensing of retail outlets continue to present challenges to the Industry.

Inclusion of alcoholic beverages into Goods and Service Tax (GST), is uncertain. Non-inclusion of alcoholic beverages in purview of GST would be against the fundamental concept of GST and could have a material negative impact. However, even if it is included there may be material negative impact on input cost.

HUMAN RESOURCES

People continue to be the focal point of the organizations development. Your Company believes in building a stimulating, conducive and transparent culture that drives high level of performance. For a high performance organization, it is imperative that it has right people in the right job equipped with the right set of skills. As such, the emphasis this year was in identifying and developing people capability to ensure that we not only maintain but accelerate our rate of growth and performance. With this intent, an in-depth evaluation of role requirement vis a vis the individuals strength was carried out. This was to ensure right deployment of people and also identify their developmental needs that will strengthen and consolidate our leadership pipeline. The organization also completed the succession planning exercise that has also enabled us to fill critical positions internally.

We continued to significantly improve our performance in the areas of productivity and safety by means of focused initiatives. Your Company maintained harmonious employee relations during the year. The transition of workforce from the existing plant to the new greenfield also happened seamlessly.

As on March 31, 2010, the total employee strength at United Breweries Limited stands at 1661. Your Directors place on record their sincere appreciation to all employees for their contribution towards the continuous success of the organization.

SUBSIDIARY COMPANIES

Associated Breweries & Distilleries Limited remains a wholly owned Subsidiary of your Company while your Company holds 51 % of equity in Maltex Masters Limited.

Your Company has received approval from the Central Government exempting your Company from attaching the Accounts etc., of its subsidiaries viz. Associated Breweries & Distilleries Limited and Maltex Malsters Limited with the balance sheet of your Company. In terms of the approval so granted by the Central Government, the Accounts, etc., of the above subsidiaries are not required to be attached with the balance sheet of the holding company. However, these Accounts will be provided on request to any member requiring to have a copy, on receipt of such request by the Company Secretary at the Registered Office of the Company.

Statement pursuant to Section 212 (1) (e) also forms part of the Annual Report.

CONSOLIDATION

As per the Listing Agreement, Consolidated Accounts conforming to applicable Accounting Standards are attached to this Annual Report.

DEPOSITORY SYSTEM

Your Company has entered into Agreement with National Securities Depository Limited and Central Depository Services (India) Limited in accordance with the provisions of the Depositories Act, 1996 and as per the directions issued by Securities and Exchange Board of India.

DIRECTORS

The Board of Directors of your company has been reconstituted and broad based to comprise of 12 Directors with a balanced combination of Promoters and Independent Directors. Mr. John Hunt and Mr. John Nicolson opted out of the Board. Mrs. Kiran Mazumdar Shaw and Mr. Madhav Bhatkuly have been inducted on Board as Independent Directors with effect from October 26, 2009. Mr. Duco Reinout Hooft Graafland, Mr. Sijbe Hiemstra and Mr. Guido de Boer were inducted on Board with effect from December 07, 2009. Mr. Stephan Gerlich was appointed to the board on July 02, 2010.

The Board places on record the contributions of outgoing Directors during their tenure on the Board of your Company.

Mr. Chugh Yoginder Pal, Mr. A K Ravi Nedungadi and Mr. Sunil Alagh retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS AND AUDITORS REPORT

M/s Price Waterhouse, Statutory Auditors hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification or explanation.

LISTING REQUIREMENTS

Your Companys Equity Shares are presently listed at the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and the Bangalore Stock Exchange Limited. The listing fees have been paid to all the Stock Exchanges for the year 2010-2011.

During the year under review, the Securities of your Company have been delisted from Stock Exchanges at Chennai and New Delhi upon application made in terms of special resolution passed by the members in this regard.

CASH FLOW STATEMENT

A Cash Flow Statement for the year ended March 31, 2010 is appended.

CORPORATE GOVERNANCE

A Report on Corporate Governance forms part of this Report along with the Certificate from the Company Secretary in practice.

FIXED DEPOSITS

The Company has not invited any Fixed Deposits.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, ETC.:

Information in accordance with sub-Section (2A) of Section 217 of the Companies Act, 1956, read with the Companys (Particulars of Employees) Rules, 1975, forms part of this Directors Report and is annexed. Particulars required under Section 217(1 )(e) are also annexed.

DIRECTORS RESPONSIBILITY STATEMENT

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

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued support received from shareholders, banks and financial institutions. Your Directors are also grateful to the Companys business partners and customers for their continued support and patronage. Finally, your Directors wish to acknowledge the support and contribution on the part of all employees who constitute our most valuable asset.

By Authority of the Board, Bangalore Kalyan Ganguly Guido de Boer

July 21,2010 Managing Director Director & CFO





 
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