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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

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