Report of the Directors (Contd.)The demand for Scotch continues to grow, especially fromnew markets in Asia and this has led to the continuedhardening of scotch prices, thus affirming the strategicadvantage of the Whyte and Mackay acquisition.The consolidated accounts for the year include non cashadjustments, reflecting changes in the relative exchange ratesof reporting currency, the US Dollar and the Great BritainPound. While Accounting Standards require the Companyto recognize these differences in a calibrated manner overthree years, the same is not viewed as a business constraint.DEPOSITORY SYSTEMThe trading of the equity shares in your Company is undercompulsory dematerialisation mode. As of date, equityshares representing 94.66% of the equity share capitalare in dematerialised form. As the depository systemoffers numerous advantages, members are requested totake advantage of the same and avail of the facility ofdematerialisation of the Company’s shares.DIRECTORSMr. Sreedhara Menon and Dr.Vijay Mallya retire by rotationand being eligible, offer themselves for re-appointment.AUDITORSM/s. Price Waterhouse, your Company's Auditors, are eligiblefor re-appointment at the Annual General Meeting and it isnecessary to fix their remuneration.TAX AUDITORSYour Directors have appointed M/s. Lodha & Co., CharteredAccountants as the Tax Auditors of the Company to carry outthe tax audit of the Company for the year ended March 31,2009.LISTING OF SHARES OF THE COMPANYYour Company’s Equity Shares have been delisted from theStock Exchanges at Ahmedabad, Chennai, Delhi and Kolkatain accordance with the shareholders’ approval at the AnnualGeneral Meeting of the Company held on November 28,2007.The Equity Shares of your Company continue to remainlisted on Bangalore Stock Exchange Limited, Bombay StockExchange Limited and National Stock Exchange of IndiaLimited. The listing fees for the year 2009-10 have been paidto these Stock Exchanges.7,749,121 equity shares issued and allotted to theshareholders of erstwhile Shaw Wallace & Company Limitedin terms of the Scheme of Amalgamation will be listed onthe stock exchanges where the existing equity shares of theCompany are presently listed and necessary steps have beentaken by your company in this regard.GLOBAL DEPOSITARY SHARESYour Company had issued 17,502,762 Global DepositaryShares (GDSs) representing 8,751,381 Equity Shares rankingpari-passu in all respects with the existing paid-up equityshares, 2 GDSs representing 1 equity share of par value ofRs.10/- each at US$7.4274 per GDSs aggregating to US$130 mn. These GDSs are listed on the Luxembourg StockExchange.As on July 24, 2009, there is an outstanding of 689,900 GDSsrepresenting 344,950 equity shares.CREDIT RATINGICRA Limited (ICRA) has assigned “LA-“ (pronouncedLA minus) rating on the long term scale to the Long TermDebt Programme of the Company (Basel II) and also assigned"A1” (pronounced A One) rating on the short term scale tothe Short Term Debt Programme of the Company.CORPORATE GOVERNANCEA report on the Corporate Governance is annexedseparately as part of this report along with a certificate ofcompliance from a Company Secretary in practice. Necessaryrequirements of obtaining certifications/declarations interms of Clause 49 have been complied with.MANAGEMENT DISCUSSION AND ANALYSISPursuant to Clause 49 of the Listing Agreement with the StockExchanges, Management Discussion and analysis Report isannexed and forms an integral part of the Annual Report.FIXED DEPOSITSFixed Deposits from the public and shareholders, stood atRs.654.01 million as at March 31, 2009. Matured deposits64
Report of the Directors (Contd.)for which disposal instructions had not been received fromconcerned depositors stood at Rs.28.07 million as at March31, 2009. Of this, a sum of Rs. 7.51 million has been since paidas per instructions received after the year-end.TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUNDPursuant to the provisions of Section 205A(5) and 205C of theCompanies Act, 1956, the Unclaimed Dividend, Debenturesand Deposits, remaining unclaimed and unpaid for morethan 7 years, have been transferred to the Investor Educationand Protection Fund.HUMAN RESOURCESEmployee relations remained cordial at all the Company’slocations.Particulars of employees drawing an aggregate remunerationof Rs.2,400,000/- or above per annum or Rs.200,000/- orabove per month, as required under Section 217(2A) of theCompanies Act, 1956, are annexed.EMPLOYEE STOCK OPTION SCHEMEThe Company has not offered any stock option to theEmployees during the year 2008-2009 either underthe McD ESOP Scheme or McD-Employee Stock OptionScheme – 2002.CONSERVATION OF ENERGY & TECHNOLOGYABSORPTION, ETC.In accordance with the provision of Section 217(1)(e) of theCompanies Act, 1956, read with the Companies (Disclosureof Particulars in the Report of the Board of Directors), Rules,1988, the required information relating to Conservationof Energy, Technology Absorption and Foreign Exchangeearnings and outgo is annexed.DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 217 (2AA) of the Companies Act, 1956,in relation to financial statements for the year 2008-09, theBoard of Directors reports that:• in the preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures;• accounting policies have been selected and appliedconsistently and that the judgements and estimates madeare reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at the endof the financial year and of the profit of the Company forthe year ended March 31, 2009;• proper and sufficient care have been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;• the annual accounts have been prepared on a goingconcern basis.THANK YOUYour Directors place on record their sincere appreciation forthe continued support from the shareholders, customers,suppliers, banks and financial institutions and other businessassociates. A particular note of thanks to all employees ofyour Company, without whose contribution, your Companycould not have achieved the year’s performance.BangaloreJuly 29, 2009By Authority of the BoardDr. VIJAY MALLYAChairman75