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DIRECTORS<br />
Mr. D. R. Mehta, Mrs. B. E. Saldanha and Mrs. Cheryl Pinto<br />
retire by rotation at the ensuing Annual General Meeting<br />
and being eligible, offer themselves for re-appointment.<br />
Mr . A. S. Mohanty retired from the services of the Company<br />
w.e.f. 31 March 2011 and consequently ceased to be<br />
Executive Director effective that date. He also resigned<br />
as a Director of the Company w.e.f. 10 May 2011. Your<br />
Directors wish to place on record their sincere appreciation<br />
of the valuable contribution made by Mr. A. S. Mohanty<br />
during his tenure on the Board.<br />
Mr. Gracias Saldanha, Chairman stepped down as<br />
Chairman of the Board of Directors and was re-designated<br />
as Founder & Chairman Emeritus of the Company and<br />
Mr. Glenn Saldanha was elected as Chairman of the Board<br />
of Directors w.e.f. 10 May 2011.<br />
COST AUDITORS<br />
M/s. Sevekari Khare & Associates are the Cost Auditors<br />
of the Company. Due date for filing of Cost Audit Report<br />
by the Cost Auditor for the Financial Year 2010-11 is<br />
30 September 2011.<br />
CORPORATE GOVERNANCE<br />
Report on the Corporate Governance forms an integral part<br />
of this Report. The Certificate of the Practicing Company<br />
Secretary certifying compliance with the conditions of<br />
Corporate Governance as stipulated in Clause 49 of the<br />
Listing Agreement with Stock Exchanges is annexed with<br />
the report on Corporate Governance.<br />
MANAGEMENT DISCUSSION AND ANALYSIS REPORT<br />
The management discussion and analysis report on the<br />
operations of the Company, as required under the Listing<br />
agreements with the stock exchanges is provided in a<br />
separate section and forms a part of this report.<br />
AUDITORS<br />
M/s. Walker, Chandiok & Co., Chartered Accountants,<br />
Auditors of the Company, retire at the conclusion of the<br />
ensuing Annual General Meeting and being eligible offer<br />
themselves for re-appointment.<br />
HUMAN RESOURCES<br />
Company’s industrial relations continued to be harmonious<br />
during the year under review.<br />
PARTICULARS OF EMPLOYEES<br />
Information as required under the provisions of Section<br />
217(2A) of the Companies Act, 1956 read together with<br />
the Companies (Particulars of Employees) Rules, 1975, as<br />
amended, are given in an Annexure forming part of this<br />
report.<br />
CONSERVATION OF ENERGY, RESEARCH AND<br />
DEVELOPMENT, TECHNOLOGY ABSORPTION,<br />
FOREIGN EXCHANGE EARNINGS AND OUTGO<br />
The particulars as prescribed under Section 217(1)(e) of the<br />
Companies Act, 1956, read with the Companies (Disclosure<br />
of Particulars in the Report of Board of Directors) Rules,<br />
1988 are set out in the Annexure-A to the Directors’ Report.<br />
DIRECTORS’ RESPONSIBILITY STATEMENT<br />
Pursuant to Section 217(2AA) of the Companies Act,<br />
1956, the Directors confirm that –<br />
(i) in the preparation of the annual accounts, the<br />
applicable accounting standards have been followed<br />
along with proper explanation relating to material<br />
departures, if any;<br />
(ii) appropriate accounting policies have been selected<br />
and applied consistently and have made judgements<br />
and estimates that are reasonable and prudent so as<br />
to give a true and fair view of the state of affairs of the<br />
Company as at 31 March 2011 and of the profit of the<br />
Company for the year ended 31 March 2011;<br />
(iii) proper and sufficient care has been taken for<br />
maintenance of adequate accounting records in<br />
accordance with the provisions of the Companies<br />
Act, 1956 for safeguarding the assets of the Company<br />
and for preventing and detecting fraud and other<br />
irregularities;<br />
(iv) the annual accounts have been prepared on a going<br />
concern basis.<br />
GREEN INITIATIVE<br />
The Ministry of Corporate Affairs has taken the Green<br />
initiative in Corporate Governance by allowing paperless<br />
compliances by Companies through electronic mode.<br />
The Company supports the Green initiative and has<br />
accordingly decided to send all communications to its<br />
shareholders to their respective registered e-mail addresses.<br />
The Company appeals to its shareholders who are yet to<br />
register their e-mail addresses that they take necessary<br />
steps for registering same so that they can also become<br />
a part of the intiative and contribute towards a Greener<br />
environment.<br />
APPRECIATION AND ACKNOWLEDGEMENTS<br />
Your Directors express their gratitude to the Company’s<br />
customers, shareholders, business partner’s viz. distributors<br />
and suppliers, medical profession, Company’s bankers,<br />
financial institutions including investors for their valuable<br />
sustainable support and Co-operation.<br />
Your Directors commend the continuing commitment and<br />
dedication of employees at all levels.<br />
Mumbai<br />
Date: 10 May 2011.<br />
For and on behalf of the Board of Directors<br />
Glenn Saldanha<br />
Chairman & Managing Director<br />
Annual Report 2010-2011 33