Directors Report of Caprihans India Ltd.

Mar 31, 2018

To THE MEMBERS

The Directors present their Seventy Second Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS:

	Year ended	Year ended
	31st March, 2018	31st March, 2017
	(Rs. in Lakhs)	(Rs. in Lakhs)
Profit before finance cost, depreciation and tax	972.60	1,644.41
Finance cost	50.21	52.24
Depreciation	338.01	342.88
Profit before exceptional items and tax	584.38	1,249.29
Exceptional items - Income/(Expense)	-	223.06
Profit before tax	584.38	1,472.35
Tax expense	170.33	507.10
Profit after tax	414.05	965.25
Other Comprehensive Income/(Expense) - Net of tax	10.56	14.18
Total Comprehensive Income - Net of tax	424.61	979.43
Balance from last year	4,172.48	3,480.17
P&L Balance available for appropriation	4,597.09	4,459.60
Appropriations (In F.Y. 2018-19 and 2017-18 - As per Ind AS) Proposed Dividend	197.01	197.01
Tax on Dividend	40.50	40.11
Transfer to General Reserve	30.00	50.00
Carried forward to Balance sheet	4,329.58	4,172.48
Total	4,597.09	4,459.60

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2018.

3. PERFORMANCE:

a) The Company’s turnover (net of excise duty, as applicable) for the year amounted to Rs. 249 crores as compared to Rs. 233 crores in the previous year. The Company earned a profit (before tax and extraordinary income) of Rs. 5.8 crores as compared to Rs. 12.5 crores in the previous year.

b) Due to demonetization and GST implementation, volume growth was lower in first half of the financial year. The volume gradually picked up in the second half of the financial year after stabilization of GST.

c) Raw material costs volatility keeps wreaking havoc on the industry. The ability to pass on costs increase to customers is sub-optimal due to enhanced competition, surplus capacity in the industry and entry level pricing strategy by the new entrants. All these factors have resulted in increased pressure on margins.

4. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and 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 as on 31st March, 2018 and of the Profit of the Company for the year ended 31st March, 2018.

(c) Proper and sufficient care have 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.

(d) The annual accounts have been prepared on a going concern basis.

(e) The Company has laid down internal financial controls to be followed and that such financial controls are adequate and operating effectively and

(f) The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment of Director liable to retire by rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Mofatraj P. Munot, Director is liable to retire by rotation at the ensuing Annual General Meeting and offer himself for re-appointment.

Other information pertaining to Mr. Mofatraj P. Munot is provided in Corporate Governance Report annexed as Annexure IIA to this Report.

Re-appointment of Managing Director

The Board of Directors at its meeting held on 9th February, 2018, based on recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. Robin Banerjee as Managing Director of the Company for a period of three years starting from 29th April, 2018 till 28th April, 2021, subject to approval of shareholders at the ensuing Annual General Meeting

Appointment of Director:

Mr. Narendra S. Lodha was appointed as Non-Executive, Non-Independent Director of the Company at the 71st Annual General Meeting of the Company held on 22nd September, 2017

Independent Director(s) Declaration:

The Independent Directors have submitted the declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, and Listing Regulations, stating that they meet the criteria of independence as provided therein.

6. EVALUATION OF THE BOARD’S PERFORMANCE:

In compliance with the provisions of Companies Act, 2013, and Regulation 17 of the Listing Regulations, it is necessary to evaluate the performance of the Board and its members by the Independent Directors of the Company. Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, a separate meeting of the Independent Directors was held on 9th February, 2018 without the attendance of Non-Independent Directors and Company executives. The Independent Directors discussed matters pertaining to the Company’s affairs and functioning of the Board and presented their views.

7. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure I forming part of the Directors’ Report.

8. CORPORATE GOVERNANCE:

In terms of Listing Regulations and Companies Act, 2013, a report on the Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with Company’s CSR policy, the Company is helping in educating the under-privileged and economically challenged children. Keeping this in mind, the Company is attempting to upgrade facilities and enhance the quality of education / training of identified educational institutions. Accordingly, the Company is involved with 3 educational institutions through direct participation in their upliftment as under:

(i) Municipal School in Nasik (co-education municipal school for economically backward children);

(ii) Dharmveer Anand Dighe Jidd Special School at Thane (special school for physically handicapped and mentally challenged children), and

(iii) Daang Seva Mandal Ashram School at Nasik (boarding and day-scholar school for adivasis and the under-priviledged children).

The Annual Report on CSR activities is given in Annexure IV to this report.

10. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation were observed.

11. VIGIL MECHANISM:

Under the vigil mechanism of the Company, by way of a whistle blower Policy, protected disclosure can be made by a whistle blower to the Managing Director. The Whistle Blower Policy may be accessed on the Company’s website at the link: http://www.caprihansindia.com/corporatepolicy

12. SEXUAL HARASSMENT MECHANISM:

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace and formed a committee to address the complaints in this regard in a time bound manner.

During the financial year 2017-18, no complaints were received in this regard.

13. AUDITORS AND AUDITORS REPORT: STATUTORY AUDITOR:

At the Sixty-ninth Annual General Meeting (AGM) held on 28th September, 2015, M/S. S R B C & Co. LLP. Chartered Accountants (Firm Reg. No. 324982E), were appointed as the Statutory Auditors of the Company to hold office for five years, from the conclusion of the Sixty-ninth AGM until the conclusion of Seventy-fourth AGM of the Company to be held in the year 2020, subject to ratification of the appointment by the Members at every AGM held after 69th AGM. At the 71st AGM held on 22nd September 2017, the Statutory Auditors appointment was ratified. Pursuant to Section 40 of Companies Amendment Act 2017, the requirement of ratification of the appointment of the Auditors by the Members at every AGM is not required and hence in the ensuing AGM, ratification of appointment of Statutory Auditors is not seeked.

The amounts mentioned in the observations of the Statutory Auditors’ in Annexure I to their report dated 18th May, 2018 [Refer Serial Nos. 3(c) and 13] regarding related party transactions are adequately provided in the books of accounts.

COST AUDITOR:

At the Seventy First Annual General Meeting (AGM) held on 22nd September, 2017, M/S. Dhananjay V Joshi & Associates, Cost Accountants (Firm Reg. No. 000030), were appointed as Cost Auditors of the Company, for conducting the audit of cost records of the Company for the financial year 2017-18.

SECRETARIAL AUDITOR:

The Board had appointed M/s DVD & Associates, Practising Company Secretaries, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18.

The Report of the Secretarial Auditor pursuant to Section 204(1) of the Companies Act, 2013 and the rules made thereunder is given in Annexure V to this report.

14. DISCLOSURES:

(a) AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Siddharth S Shetye (Chairman), Mr. K.V. Mani and Mr. Bhoumick S. Vaidya as members. All the recommendations made by the Audit Committee were accepted by the Board.

(b) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

I n terms of the provisions of Section 197(12) of the Companies Act, 2013 (hereinafter referred as Act), read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement showing the names and other particulars of the employees drawing remuneration is excess of the limits set out in the said rules forms part of the Annual Report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of the Annual Report.

However, as per the provisions of Section 136(1) Act, the Report and Accounts are being sent to the members, excluding the aforesaid information. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company.

(c) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the annual return is given in Annexure VI to this report.

(d) NUMBER OF BOARD MEETINGS:

The Board of Directors met 4 (four) times in the year 2017-18. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(e) RELATED PARTY TRANSACTIONS:

All the related party transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. All the related party transactions are presented to the Audit Committee for their recommendations to the Board.

The Related Party Transaction Policy is available on the Company’s website at the link: http://www.caprihansindia.com/corporatepolicy

The disclosure relating to the transaction with related parties are mentioned in Note No. 34 to the notes on financial statement.

(f) PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loan given are provided in the Note No. 6 to the notes on financial statements.

15. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

16. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors

ROBIN BANERJEE

Managing Director

Place : Pune SIDDHARTH S. SHETYE

Dated : 18th May, 2018 Director

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Mar 31, 2016

The Directors presents their Seventieth Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

	Year ended	Year ended
	31st March, 2016	31st March, 2015
	(Rs. in Lakhs)	(Rs. in Lakhs)
Profit before finance cost, depreciation and tax	2159.68	1463.86
Finance cost	75.18	31.96
Depreciation	352.68	344.67
Profit before exceptional items and tax	1731.82	1087.23
Exceptional items	682.03	—
Profit before tax	1049.79	1087.23
Tax expense
— Current tax	611.00	470.00
— Deferred tax credit	(122.50)	(88.00)
— Deferred tax credit relating to earlier periods	(91.50)	—
	397.00	382.00
Profit after tax	652.79	705.23
Balance from last year	3044.68	2626.57
	3697.47	3331.80
Appropriations:
Proposed Dividend	197.01	197.01
Tax on Dividend	40.11	40.11
Transfer to General Reserve	50.00	50.00
Carried forward to Balance Sheet	3410.35	3044.68
	3697.47	3331.80

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2016.

3. PERFORMANCE:

(a) The Company’s gross turnover for the year amounted to Rs. 262 crores as compared to Rs. 277 crores in the previous year. The Company earned a profit (before exceptional items and tax) of Rs. 17.32 crores as compared to Rs. 10.87 crores in the previous year, mainly due to softening of raw material and other input costs, which in turn affected the sales prices.

(b) Exceptional items of Rs. 6.82 crores represent, Provision for doubtful debts and advances relating to receivables from M/S. Bilcare Ltd. The Company has made this provision out of abundant precaution. Further, the Company has been informed by Bilcare Ltd, that they are undertaking restructuring of their debts and are hopeful of settling the dues.

4. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and 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 as on 31st March, 2016 and of the Profit of the Company for the year ended 31st March, 2016.

(c) Proper and sufficient care have 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.

(d) The annual accounts have been prepared on a going concern basis.

(e) The company has laid down internal financial controls to be followed and that such financial controls are adequate and operating effectively and

(f) The company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment of Director liable to retire by rotation -

In terms of Section 152 of the Companies Act, 2013, Mr. Suresh A. Gandhi, Director is liable to retire by rotation at the ensuing Annual General Meeting and offer himself for re-appointment.

Other information pertaining to Mr. Suresh A. Gandhi is provided in Corporate Governance Report annexed as Annexure IIA to this Report.

Independent Director(s) Declaration:

The Independent Directors have submitted the declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, and Listing Regulations, stating that they meet the criteria of independence as provided therein.

6. EVALUATION OF THE BOARD’S PERFORMANCE:

In compliance with the provisions of Companies Act, 2013, and Regulation 17 of the Listing Regulations. it is necessary to evaluate the performance of the Board and its members by the independent Directors of the Company. Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made there under, a separate meeting of the Independent Directors was held on 19th March, 2016 without the attendance of non-independent Directors and company executives. The Independent Directors discussed matters pertaining to the Company’s affairs and functioning of the Board and presented their views.

7. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure I forming part of the Directors’ Report.

8. CORPORATE GOVERNANCE:

In terms of Listing Regulations and Companies Act, 2013, a report on the Corporate Governance along with a certificate from the Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR committee comprises Mr. Robin Banerjee, Mr. Suresh A. Gandhi and Mr. Bhoumick S. Vaidya as members of the Committee. The CSR committee have formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the list of activities to be undertaken by the Company and the same has been approved by the Board.

The Company has adopted a Municipal School in Nasik for carrying out the CSR activities and the same is in progress.

The Annual Report on CSR activities is given in Annexure IV to this report.

10. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation were observed.

11. RISK MANAGEMENT:

During the year the Risk Management Committee deliberated upon the probable risk areas and took appropriate actions.

12. VIGIL MECHANISM:

Under the vigil mechanism of the Company, by way of a Whistle Blower Policy, protected disclosure can be made by a whistle blower to the Managing Director. The Whistle Blower Policy may be accessed on the Company’s website at the link: http://www.caprihansindia.com/corporatepolicy

13. AUDITORS AND AUDITORS REPORT: STATUTORY AUDITOR:

At the Sixty-ninth Annual General Meeting (AGM) held on 28th September, 2015, M/S. S R B C & Co. LLP, Chartered Accountants (ICAI Firm Reg. No 324982E/E300003), were appointed as the Statutory Auditors of the Company to hold office for five years, from the conclusion of the Sixty-ninth AGM until the conclusion of Seventy-fourth AGM of the Company to be held in the year 2020, subject to ratification of the appointment by the Members at every AGM held after 69th AGM.

The observations of the Statutory Auditors’ in Annexure 1 to their report dated 20th May, 2016 (Refer Serial Nos iii and xiii) regarding related party transactions are explained under Note No. 23 of the Financial Statement.

COST AUDITOR:

At the Sixty-ninth Annual General Meeting (AGM) held on 28th September, 2015, M/S. Dhananjay V Joshi & Associates, Cost Accountants (Firm Reg. No 000030), were appointed as Cost Auditors of the Company, for conducting the audit of cost records of the Company for the financial year 2015-16.

SECRETARIAL AUDITOR:

The Board had appointed M/s Rathi & Associates, Company Secretaries in whole time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16.

The Report of the Secretarial Auditor pursuant to Section 204(1) of the Companies Act, 2013 and the rules made there under is given in Annexure V to this report.

The Secretarial Auditor’s observation in their report dated 20th May, 2016, that the Chairman of the Audit Committee is not an independent director, the Board wishes to state that at the Meeting of Board of Directors held on 20th May, 2016, Mr. Siddharth S. Shetye, an independent director, has been appointed as the Chairman of the Audit Committee in place of Mr. Suresh A. Gandhi, a non-executive non-independent director, thereby complying with the Regulation 18(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

14. DISCLOSURES:

(a) AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Siddharth S Shetye (Chairman) , Mr. Suresh A Gandhi and Mr. Bhoumick S Vaidya as members. All the recommendations made by the Audit Committee were accepted by the Board.

(b) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (herein referred as Act), read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 statement showing the names and other particulars of the employees drawing remuneration is excess of the limits set out in the said rules forms part of the Annual Report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 also forms part of the Annual Report.

However, as per the provisions of Section 136(1) of the Act, the Report and Accounts are being sent to the members, excluding the aforesaid information. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company.

(c) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the annual return is given in Annexure VI to this report.

(d) NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (Seven) times in the year 2015-16. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(e) RELATED PARTY TRANSACTIONS:

All the related party transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. All the related party transactions are presented to the Audit Committee for their recommendations to the Board.

The Related Party Transaction Policy is available on the Company’s website at the link: http://www. caprihansindia.com/corporatepolicy

The disclosure relating to the transaction with related parties are mentioned in Note No. 27 to the notes on financial statement.

(f) PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loan given are provided in the Note No 9 to the notes on financial statements.

15. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

16. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors

ROBIN BANERJEE

Managing Director

Place : Pune BHOUMICK S. VAIDYA

Dated : 20th May, 2016 Director

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Mar 31, 2015

DEAR MEMBERS,

The Directors present their Sixty-ninth Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Year ended Year ended 31st March, 31st March, 2015 2014 (Rs. in (Rs. in Lakhs) Lakhs)

Profit before finance cost, depreciation and tax 1432.20 1164.01

Finance cost 0.30 0.34

Depreciation 344.67 353.26

Profit before tax 1087.23 810.41

Provision for tax

— Current Tax 470.00 317.00

— Deferred Tax (88.00) (32.00)

Profit after tax 705.23 525.41

Balance from last year 2626.57 2414.95

(Net of depreciation adjustment of Rs. 33.30 lakhs, See Note 24(6) on Financial Statements)

3331.80 2940.36

Appropriations:

Proposed Dividend 197.01 197.01

Tax on Dividend 40.11 33.48

Transfer to General Reserve 50.00 50.00

Carried forward to Balance Sheet 3044.68 2659.87

3331.80 2940.36

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2015.

3. PERFORMANCE:

The Company's gross turnover for the year amounted to Rs. 276 crores as compared to Rs. 266 crores in the previous year. The Company earned a profit (before tax) of Rs. 10.87 crores as compared to Rs. 8.10 crores in the previous year.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and 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 as on 31st March, 2015 and of the Profit of the Company for the year ended 31st March, 2015.

(c) Proper and sufficient care have 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.

(d) The annual accounts have been prepared on a going concern basis.

(e) The Company has laid down internal financial controls to be followed and that such financial controls are adequate and operating effectively; and

(f) The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. DIRECTORS:

Resignation of Director(s) -

Mr. Rakesh Khanna resigned from the Board on 26th September, 2014. The Board wishes to place on record its appreciation of the valuable service and guidance rendered by him during his tenure.

Re-appointment of Director liable to retire by rotation -

In terms of Section 152 of the Companies Act, 2013, Mr. Mofatraj P. Munot, Director is liable to retire by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

Other information pertaining to Mr. Mofatraj P. Munot is provided in Corporate Governance Report annexed as Annexure IIA to this Report.

Appointment of Independent Director(s) -

Pursuant to the provisions of the Section 149 of the Companies Act, 2013, Mr. Bhoumick S. Vaidya, Mr. K. V. Mani, Ms. Anjali Seth, Mr. Nitin K. Joshi and Mr. Siddharth S. Shetye were appointed as Independent Directors for a term of 5 years commencing from 26th September, 2014 by the shareholders at the Annual General Meeting held on 26th September, 2014.

The Independent Directors have submitted the declaration of Independence, pursuant to Section 149 of the Companies Act, 2013, stating that they meet the criteria of independence.

6. EVALUATION OF THE BOARD'S PERFORMANCE:

In compliance with the provisions of Companies Act, 2013, and Clause 49 of the Listing Agreement, it is necessary to evaluate the performance of the Board and its members by the independent Directors of the Company. Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, a separate meeting of the Independent Directors was held on 22nd May, 2015 with out the attendance of non-independent Directors and company executives. The Independent Directors discussed matters pertaining to the Company's affairs and functioning of the Board and presented their views.

7. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure I forming part of the Directors' Report.

8. CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing Agreement, a report on the Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR committee comprises Mr. Robin Banerjee, Mr. Suresh A. Gandhi and Mr. Bhoumick S. Vaidya as members of the Committee. The CSR committee formulate and recommends to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.caprihansindia.com/ corporatepolicy

During the year the Company has adopted a Municipal School in Nasik for carrying out the CSR activities and the same is in progress.

The Annual Report on CSR activities is given in Annexure IV to this report.

10. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation were observed.

11. RISK MANAGEMENT:

During the year the Board constituted a Risk Management Committee. The Committee met during the year, deliberated upon the probable risk areas and took appropriate actions.

12. VIGIL MECHANISM:

The vigil mechanism of the Company, which incorporates a whistle blower policy is in terms of the Listing Agreement. Protected disclosure can be made by a whistle blower to the Managing Director. The Whistle Blower Policy may be accessed on the Company's website at the link: http://www.caprihansindia.com/corporatepolicy

13. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR:

At the Sixty-eighth Annual General Meeting (AGM) held on 26th September, 2014, Messrs M. P. Chitale & Company, Chartered Accountants (Reg. No.: 101851 W), were re-appointed as the Statutory Auditor of the Company to hold office from the conclusion of the Sixty-eighth AGM till the conclusion of Seventy-first AGM of the Company to be held in the year 2017, subject to ratification of the appointment by the Members at every AGM held after Sixty-eighth AGM. Observations in the Auditors' report regarding Note Nos. 24(2) and 24(4) of the financial statements are non-qualificatory in nature.

SECRETARIAL AUDITOR:

The Board had appointed M/s. Jagdish Patel & Co., Company Secretaries in wholetime practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor pursuant to Section 204(1) of the Companies Act, 2013 and the rules made there under is given in Annexure V to this report.

14. DISCLOSURES:

(a) AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Suresh A. Gandhi (Chairman) and Mr. Bhoumick S. Vaidya and Mr. Siddharth S. Shetye, Independent Directors as members. All the recommendations made by the Audit Committee were accepted by the Board.

(b) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 also forms part of the Annual Report.

However, as per the provisions of Section 136(1) of the Companies Act, 2013 the Report and Accounts are being sent to the members, excluding the aforesaid information. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company.

(c) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the annual return is given in Annexure VI to this report.

(d) NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (five) times during the financial year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(e) RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. All the related party transactions are presented to the Audit Committee for their recommendations to the Board.

The disclosures relating to the transaction with related parties are mentioned in Note 24(7) of Notes on Financial Statement.

(f) PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loan given are provided in the Note No. 9 and 15 to the notes on financial statements.

15. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

16. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors

Mumbai, MOFATRAJ P. MUNOT Dated: 22nd May, 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors present their Sixty-eighth Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Year ended Year ended 31st March, 2014 31st March,2013 (Rs. in Lakhs) (Rs. in Lakhs)

Profit before finance 1164.01 1383.49 cost, depreciation and tax

Finance cost 0.34 0.30

Depreciation 353.26 344.12

Profit before tax 810.41 1039.07

Provision for tax

* Current Tax 317.00 400.00

Deferred Tax (32.00) (40.00)

Profit after tax 525.41 679.07

Balance from last year 2414.95 2016.37

2940.36 2695.44

Appropriations:

Proposed Dividend 197.01 197.01

Tax on Dividend 33.48 33.48

Transfer to General Reserve 50.00 50.00

Carried forward to Balance Sheet 2659.87 2414.95

2940.36 2695.44

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2014.

3. PERFORMANCE:

The Company''s gross turnover for the year amounted to Rs. 266 crores as compared to Rs. 242 crores in the previous year. The Company earned a profit (before tax) of Rs. 8.1 crores as compared to Rs. 10.4 crores in the previous year.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) appropriate accounting policies have been selected and applied consistently and 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 as on 31st March, 2014 and of the Profit of the Company for the year ended 31st March, 2014.

(c) proper and sufficient care have 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.

(d) the annual accounts have been prepared on a going concern basis.

5. DIRECTORS:

Resignation of Director(s) -

During the period from June, 2013 to March, 2014, Mr. Mohan H. Bhandari, Mrs. Naina P. Hegde (Dy. Managing Director), Mr. Dhaval K. Vussonji and Mr. Rahul G. Divan resigned from the Board. The Board wishes to place on record its appreciation of the valuable service and guidance rendered by the above Directors during their tenure.

Re-appointment of Director liable to retire by rotation -

In terms of Section 152 of the Companies Act, 2013, Mr. Suresh A. Gandhi, Director is liable to retire by rotation at the ensuing Annual General Meeting and may offer himself for re-appointment.

Additional Director(s) -

The Board appointed Mr. Bhoumick S. Vaidya, as an Additional Director of the Company on 4th December, 2013 and he holds office upto the date of forthcoming Annual General Meeting.

Mr. Bhoumick S. Vaidya was earlier appointed as an Additional Director on 28th March, 2013 and he resigned from the Board due to pre-occupation of other activities on 6th June, 2013.

Other information pertaining to Mr. Bhoumick S. Vaidya is provided in Corporate Governance Report annexed as Annexure - II (A) to this Report.

Necessary resolution seeking your approval for the appointment of Mr. Bhoumick S. Vaidya as an Independent Director will be set out in the Notice convening the forthcoming Annual General Meeting.

6. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of the Directors'' Report.

7. INDUSTRIAL RELATIONS:

The industrial relations at Nasik plant was adversely affected during the year primarily due to inter-Union rivalry. The workmen went on an illegal strike on 18th December, 2013. The strike was thereafter called off on 10th January, 2014. The operations of the factory are now near normal.

The industrial relations at Thane plant remained cordial during the year.

8. CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing Agreement, a report on the Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

9. AUDITORS:

Messrs M.P. Chitale and Company, Chartered Accountants, retire at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, and are eligible for re-appointment. Observations in the Auditors'' report regarding Note Nos. 25(2) and 25(4) of the financial statements are non-qualificatory in nature.

10. TRANSACTIONS WITH BILCARE LIMITED:

The Company has entered into various transactions from time to time, with Bilcare Ltd., like sale and purchase of goods, job-work. The total amount outstanding as at the year end on account of these transactions aggregates to Rs 1.71 crores (Previous year Rs. 3.57 crores). For information, as on the date of this Report, the overdue outstanding is Rs. 0.71 crores.

The Company has also placed an Inter-Corporate deposit of Rs. 5 crores with Bilcare Ltd., bearing interest @ 14% p.a. This deposit was originally placed on 7th December, 2011 and was renewed from time to time. The Board has now decided not to renew the inter-corporate deposit, which is falling due on 7th June, 2014.

11. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent, excluding the statement containing the particulars of employees to be provided under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

12. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors Mumbai, MOFATRAJ P. MUNOT Dated: 23rd May, 2014 Chairman

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Mar 31, 2013

To THE MEMBERS

The Directors present their Sixty-seventh Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

Year ended Year ended 31st March, 2013 31st March 2012 (Rs. in Lakhs) (Rs. in Lakhs)

Proft before fnance cost, depreciation and tax 1383.49 1405.56

Finance cost 0.30 0.34

Depreciation 344.12 337.39

Proft before tax 1039.07 1067.83

Provision for tax

— Current Tax 400.00 395.00

— Deferred Tax (40.00) (41.00)

Proft after tax 679.07 713.83

Balance from last year 2016.37 1581.51

2695.44 2295.34

Appropriations:

Proposed Dividend 197.01 197.01

Tax on Dividend 33.48 31.96

Transfer to General Reserve 50.00 50.00

Carried forward to Balance Sheet 2414.95 2016.37

2695.44 2295.34



2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2013.

3. PERFORMANCE:

The Company''s gross turnover for the year amounted to Rs. 24205 lakhs as compared to Rs. 21108 lakhs in the previous year. The Company earned a proft (before tax) of Rs. 1039 lakhs as compared to Rs. 1068 lakhs in the previous year.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confrm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) appropriate accounting policies have been selected and applied consistently and 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 as on 31st March, 2013 and of the Proft of the Company for the year ended 31st March, 2013.

(c) proper and suffcient care have 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.

(d) the annual accounts have been prepared on a going concern basis.

5. DIRECTORS:

Mr. R. Balasubramanian, had joined the Company on 23rd November, 1983 and served the Company in various capacities before being elevated to the post of Managing Director on 29th April, 2003. He retired from the services of the Company after completing his term of offce on 28th April, 2013.

The Board wishes to place on record its deepest appreciation of the services rendered by Mr. R. Balasubramanian during his association spanning over a period of 30 years with the Company.

The Board appointed Mr. Amol P. Bavare as an Additional Director of the Company on 28th March, 2013. Due to preoccupation of other activities he could not continue in the Board and tendered resignation and ceased to be Director effective 24th May, 2013.

The Board wishes to place on record its appreciation of the services rendered by Mr. Amol P. Bavare during his tenure.

Re-appointment of Director liable to retire by rotation –

In terms of Section 256 of the Companies Act, 1956, Mr. Mofatraj P. Munot, Mr. Rakesh Khanna, Mr. Rahul G. Divan and Mr. Dhaval K. Vussonji are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other informations pertaining to Mr. Mofatraj P.Munot, Mr. Rakesh Khanna, Mr. Rahul G. Divan and Mr. Dhaval K. Vussonji are provided in Corporate Governance Report annexed as Annexure – II (A) to this Report.

Additional Director(s) –

The Board of Directors at its Meeting held on 25th October, 2012 appointed Mrs. Naina P. Hegde as an Additional Director and designated her as Deputy Managing Director for a period of fve years effective 25th October, 2012.

The Board appointed Mr. Krishnava S. Dutt, as an Additional Director of the Company on 7th December,2012 and he holds offce upto the date of forthcoming Annual General Meeting.

The Board appointed Mr. Mohan H. Bhandari, as an Additional Director of the Company and designated him as Vice-Chairman of the Company effective 14th February, 2013 and he holds offce upto the date of forthcoming Annual General Meeting.

The Board of Directors at its Meeting held on 28th March, 2013 appointed Mr. Robin Banerjee as an Additional Director and designated him as Managing Director for a period of fve years effective 29th April, 2013.

The Board appointed Mr. Bhoumick S. Vaidya as an Additional Director of the Company on 28th March, 2013 and he holds offce upto the date of forthcoming Annual General Meeting.

Other information pertaining to Mrs. Naina P. Hegde, Mr. Robin Banerjee, Mr. Krishnava S. Dutt, Mr. Mohan H. Bhandari and Mr. Bhoumick S. Vaidya are provided in Corporate Governance Report annexed as Annexure – II(B) to this Report.

Necessary resolution seeking your approval for the appointment of all the above mentioned Directors and payment of Remuneration to Managing Director and Deputy Managing Director are set out in the Notice convening the forthcoming Annual General Meeting.

6. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of the Directors'' Report.

7. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

8. CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing Agreement, a report on the Corporate Governance along with a certifcate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

9. AUDITORS:

Messrs. M.P. Chitale and Company, Chartered Accountants, retire at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and are eligible for re-appointment. Observations in the Auditors'' report regarding Note Nos. 24(2) and 24(4) of the fnancial statements are non-qualifcatory in nature.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 are not being furnished as there was no employee drawing remuneration over the limits specifed in the amendment rules vide GSR 289(E) dated 31.03.2011 issued by the Ministry of Corporate Affairs, New Delhi, in respect of whom, the said particulars are required to be furnished.

11. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors

Mumbai, MOFATRAJ P. MUNOT

Dated: 24th May, 2013 Chairman

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Mar 31, 2012

The Directors presents their Sixty-sixth Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

Year ended Year ended 31st March, 31st March, 2012 2011 Rs. in Lakhs Rs. in Lakhs

Profit before Finance cost depreciation and tax 1405.56 1486.50

Finance cost 0.34 0.41

Depreciation 337.39 354.18

Profit before tax 1067.83 1131.91

Provision for tax

- Current Tax 395.00 371.00

- Deferred Tax (41.00) 19.00

Profit after tax 713.83 741.91

Balance from last year 1581.51 1118.57

2295.34 1860.48

Appropriations:

Proposed Dividend 197.01 197.01

Tax on Dividend 31.96 31.96

Transfer to General Reserve 50.00 50.00

Carried forward to Balance Sheet 2016.37 1581.51

2295.34 1860.48

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2012.

3. PERFORMANCE:

The Company's turnover for the year amounted to Rs. 211 crores as compared to Rs. 203 crores in the previous year. The Company earned a profit (before tax) of Rs. 1068 lakhs as compared to Rs. 1132 lakhs in the previous year.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) appropriate accounting policies have been selected and applied consistently and 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 as on 31st March, 2012 and of the Profit of the Company for the year ended 31st March, 2012.

(c) proper and sufficient care have 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.

(d) the annual accounts have been prepared on a going concern basis.

5. DIRECTORS:

Re-appointment of Director liable to retire by rotation -

In terms of Section 256 of the Companies Act, 1956, Mr. Suresh A. Gandhi and Mr. Rakesh Khanna are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Other information pertaining to Mr. Suresh A.Gandhi and Mr. Rakesh Khanna is provided in Corporate Governance Report annexed as Annexure - II to this Report.

6. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of the Directors' Report.

7. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

8. CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing Agreement, a report on the Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

9. AUDITORS:

Messrs. M.P. Chitale and Company, Chartered Accountants, retire at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and are eligible for re-appointment. Observations in the Auditors' report regarding Note Nos. 24(2) and 24(4) of the financial statements are non-qualificatory in nature.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 are not being furnished as there was no employee drawing remuneration over the limits specified in the amendment rules vide GSR 289(E) dated 31.03.2011 issued by the Ministry of Corporate Affairs, New Delhi, in respect whom, the said particulars are required to be furnished.

11. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors

Mumbai, MOFATRAJ P. MUNOT

Dated: 28th May, 2012 Chairman

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Mar 31, 2011

To THE MEMBERS

The Directors presents their Sixty-fifth Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS:

Year ended Year ended 31st March, 31st March, 2011 2010 (Rs. in Lakhs)

Proft before interest, depreciation and tax 1486.50 1676.39

Interest 0.41 0.41

Depreciation 354.18 371.73

Proft before tax 1131.91 1304.25

Provision for tax

- Current Tax 371.00 475.00

- Deferred Tax 19.00 27.00

- Earlier Years - 300.00

Proft after tax 741.91 502.25

Balance from last year 1118.57 1054.20

1860.48 1556.45

Appropriations:

Proposed Dividend 197.01 328.35

Tax on Dividend 31.96 54.53

Transfer to General Reserve 50.00 55.00

Carried forward to Balance Sheet 1581.51 1118.57

1860.48 1556.45

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2011.

3. PERFORMANCE:

The Company's turnover for the year amounted to Rs. 203 crores as compared to Rs. 178 crores in the previous year. The Company earned a proft (before tax) of Rs. 1132 lakhs as compared to Rs. 1304 lakhs in the previous year.

4. MANAGEMENT CONTROL :

During the year, there was a change in management control of the Company. Pursuant to the "Merger Agreement” approved by the relevant Court in Germany, the Company has become part of "Bilcare Group" effective 1st September, 2010.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) appropriate accounting policies have been selected and applied consistently and 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 as on 31st March 2011 and of the Proft of the Company for the year ended 31st March, 2011.

(c) proper and sufficient care have 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.

(d) the annual accounts have been prepared on a going concern basis.

6. DIRECTORS:

Resignation of Director(s):

During the year, Mr. Ravindra K.Kulkarni, Mr. Dhananjay N. Mungale and Mr. Nikhilesh Panchal resigned from the Board effective 28/09/2010. Mr. Satish B. Zaveri and Mr. Stephen J. Reynolds, also resigned from the Board effective 08/10/2010 and 08/11/2010 respectively. The Board at its meeting held on 11/11/2010 took note of the same and recorded its appreciation of the valuable service and guidance rendered by the above Directors during their tenure.

Additional Director(s):

The Board appointed Mr. Rakesh Khanna, Mr. Rahul G. Divan and Mr. Dhaval K.Vussonji as Additional Directors of the Company on 11/11/2010 and they hold office upto the date of forthcoming Annual General Meeting. Necessary resolutions seeking your approval for their appointment are set out in the Notice convening the forthcoming Annual General Meeting.

Re-appointment of Director liable to retire by rotation:

In terms of Section 256 of the Companies Act, 1956, Mr. Mofatraj P. Munot, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Other information pertaining to Mr. Rakesh Khanna, Mr. Rahul G. Divan, Mr. Dhaval K. Vussonji and Mr. Mofatraj P. Munot is provided in Corporate Governance Report annexed as Annexure - II to this Report.

7. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of the Directors' Report.

8. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

9. CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing Agreement, a report on the Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

10. AUDITORS:

Messrs. M.P. Chitale and Company, Chartered Accountants, retire at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment. Observations in the Auditors' report regarding Note Nos. 3(a) and 6 of Schedule 6 to the Accounts are non-qualificatory in nature.

11. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 are not being furnished as there was no employee drawing remuneration over the limits specified in the amendment rules vide GSR 289(E) dated 31.03.2011 issued by the Ministry of Corporate Affairs, New Delhi, in respect whom, the said particulars are required to be furnished.

12. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors

MOFATRAJ P MUNOT Chiarman Mumbai, Dated: 26th May, 2011

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Mar 31, 2010

The Directors presents their Sixty-fourth Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Year ended Year ended 31st March, 31st March, 2010 2009

(Rs. in Lakhs)

Profit before interest, depreciation and tax 1676.39 920.47

Interest 0.41 1.58

Depreciation 371.73 406.95

Proft before tax 1304.25 511.94 Provision for tax

- Current Tax 475.00 210.00

- Fringe benefit tax - 14.00

- Deferred Tax 27.00 (47.00)

- Earlier Years 300.00 -

Proft after tax 502.25 334.94 Balance from last year 1054.20 974.75

1556.45 1309.69 Appropriations:

Proposed Dividend 328.35 197.01

Corporate Tax on Dividend 54.53 33.48

Transfer to General Reserve 55.00 25.00

Carried forward to Balance Sheet 1118.57 1054.20

1556.45 1309.69

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 25% on the Equity Share Capital for the year ended 31st March, 2010.

3. PERFORMANCE:

The Company’s turnover for the year amounted to Rs. 178 crores as compared to Rs. 174 crores in the previous year. The Company earned a profit (before tax) of Rs. 1304 lakhs as compared to Rs. 512 lakhs in the previous year.

4. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) appropriate accounting policies have been selected and applied consistently and 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 as on 31st March, 2010 and of the Profit of the Company for the year ended 31st March, 2010.

(c) proper and sufficient care have 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.

(d) the annual accounts have been prepared on a going concern basis.

5. DIRECTORS:

Mr. David Thompson resigned from the Board w.e.f. 27th January, 2010.

The Board wishes to place on record its appreciation of the services rendered by Mr. David Thompson during his tenure.

Mr. N. Panchal was appointed as an Additional Director of the Company on 29th March, 2010 and he holds office upto the forthcoming Annual General Meeting. Necessary resolution seeking your approval for his appointment will be set out in the Notice convening the forthcoming Annual General Meeting.

Mr. M.P. Munot, Mr. S.A. Gandhi and Mr. D.N. Mungale retire by rotation and being eligible, offer themselves for re-appointment.

6. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings are given in Annexure-I forming part of the Directors’ Report as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

7. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

8. CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing Agreement, a report on the Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure III and IV respectively, to this report.

9. AUDITORS:

Messrs. M.P. Chitale and Company, Chartered Accountants, retire at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment. Observations in the Auditors’ report regarding Note Nos. 4(a), 4(b) and 7 of Schedule 6 to the Accounts are non-qualificatory in nature.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are given under Annexure II to this Report.

11. ACKNOWLEDGMENT:

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for the co-operation and assistance extended by them.

On behalf of the Board of Directors

Mumbai, M.P. MUNOT

Dated: 28th May, 2010 Chairman