Report of the Directors (Contd.)Country to reduce the impact of the increased cost of glassbottles.With all these measures, your Directors are hopeful thatyour Company would achieve a structural improvement inits profitability in the years to come.DEPOSITORY SYSTEMThe trading in the equity shares of your Company is undercompulsory dematerialisation mode. As on May 25, 2012,equity shares representing 97.64 % of the equity sharecapital are 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 byrotation and being eligible, offer themselves forre-appointment.Mr. G.N.Bajpai was appointed as Additional Director onJanuary 20, 2012 and will hold office in terms of Section 260of the Companies Act, 1956 up to the date of the ensuingAnnual General Meeting.A notice in writing has been received by your Companyfrom a member signifying his intention to propose theappointment of Mr. G.N. Bajpai as Director at the AnnualGeneral Meeting.AUDITORSM/s. Walker, Chandiok & Co., your Company’s Auditors, areeligible for re-appointment at the Annual General Meetingand it is necessary to fix their remuneration.TAX AUDITORSYour Directors have appointed M/s. Lodha & Co., CharteredAccountants as the Tax Auditors of the Company to carryout the tax audit of the Company for the year endedMarch 31, 2012.LISTING OF SHARES OF THE COMPANYThe Equity Shares of your Company continue to remainlisted with Bangalore Stock Exchange <strong>Limited</strong>, BombayStock Exchange <strong>Limited</strong> and National Stock Exchange ofIndia <strong>Limited</strong>. The listing fees for the year 2012-13 havebeen paid to these Stock Exchanges.CORPORATE GOVERNANCEA <strong>report</strong> on the Corporate Governance is annexedseparately as part of this <strong>report</strong> 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 theStock Exchanges, Management Discussion and AnalysisReport is annexed and forms an integral part of the AnnualReport.FIXED DEPOSITSFixed Deposits from the public and shareholders, stood atRs. 6,387.556 Million as at March 31, 2012. Matureddeposits for which disposal instructions had not beenreceived from the depositors concerned stood atRs. 105.338 Million as at March 31, 2012. Of this, a sum ofRs. 55.354 Million has since been paid as per instructionsreceived after the year-end.TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUNDPursuant to the provisions of Section 205A(5) and 205Cof the Companies Act, 1956, the Unclaimed Dividend andDeposits, remaining unclaimed and unpaid for a period ofmore than 7 years, have been transferred to the InvestorEducation and Protection Fund.HUMAN RESOURCESEmployee relations remained cordial at all Company’slocations.Particulars of employees drawing an aggregateremuneration of Rs. 60,00,000/- or above per annum orRs. 5,00,000/- or above per month, as required underSection 217(2A) of the Companies Act, 1956, as amended,is annexed.3
Report of the Directors (Contd.)EMPLOYEE STOCK OPTION SCHEMEThe Company has not offered any stock option to theEmployees during the year 2011-12.CONSERVATION OF ENERGY & TECHNOLOGYABSORPTION, ETC.In accordance with the provisions of Section 217(1)(e) of theCompanies Act, 1956, read with Companies (Disclosure ofParticulars 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 2011-12, theBoard of Directors <strong>report</strong>s that:• in the preparation of the <strong>annual</strong> accounts, theapplicable accounting standards have been followedalong with proper explanation relating to materialdepartures;• accounting policies have been selected and appliedconsistently and that the judgements and estimatesmade are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company asat the end of the financial year and of the profit of theCompany for the year ended March 31, 2012;• 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 <strong>annual</strong> accounts have been prepared on a goingconcern basis.THANK YOUYour Directors place on record their sincere appreciationfor the continued support from shareholders, customers,suppliers, banks and financial institutions and otherbusiness associates. A particular note of thanks to allemployees of your Company, without whose contribution,your Company could not have achieved the year’sperformance.By Authority of the BoardMumbaiMay 29, 2012Dr. VIJAY MALLYAChairman4