To the Members
 
 The Directors have pleasure in presenting their 104th Annual Report
 together with the Audited Statement of Accounts for the year ended on
 31st March, 2011.
 
 1. Financial Results : (Rs. in Lacs)
 
 For the year ended 31st March             2011      2010
 
 Profit for the year before Interest,       563     9,662 
 depreciation, Non-recurring Income
 or expenses and Tax
 
 
 Adjusting therefrom:
 
 Interest (net)                            (240)   (3,005)
 
 Depreciation                            (1,007)   (4,302)
 
 Non-recurring Income or expenses 
 i.e. Expenses on Voluntary 
 Retirement                                (422)        - 
 Scheme
 
 Provision for deferred tax liabili
 ties or assets                             105       102
 
 Provision for current tax / wealth 
 tax                                        (13)     (389)
 
 Provision of Income Tax of earlier 
 years written back (Net)                  (276)        -
 
 Net (Loss) / Profit                     (1,290)    2,068
 
 
 Adding thereto:
 
 Balance brought forward from last 
 year                                     7,532     7,236
 
 Less: Appropriated as per Scheme of 
 Arrangement                               (145)
 
 The amount available is                  6,097     9,304
 
 Appropriating there from
 Debenture Redemption Reserve                 -       792
 
 Provision for Dividend - Equity Shares       -       667
 
 Provision for Corporate Dividend tax         -       113
 
 Reversal of Corporate Dividend tax           3
 
 Reversal of the Provision for Dividend 
 due to buy-back                              -         6
 
 Reversal of the Provision for Corporate 
 Dividend tax due to buy-back                 -         1
 
 General Reserve                              -       207
 
 Balance carried forward to next year’s
 accounts                                 6,100     7,532
 
 2. Dividend :
 
 In view of loss for the current year, your Directors do not recommend
 Dividend on Equity Shares.
 
 3. Management’s Discussion and Analysis:
 
 The Report on Management Discussion and Analysis as required under the
 Listing Agreements with the Stock Exchanges is enclosed as Annexure - A
 to this report. Certain statements in this section may be
 forward-looking. Many factors may affect the actual results, which
 could be different from what the Directors envisage in terms of the
 future performance and outlook.
 
 4. Demerger of Pharmaceutical Undertaking
 
 The “Pharmaceutical Undertaking” of the Company has been demerged and
 the same is transferred to Alembic Pharmaceuticals Limited with effect
 from appointed date i.e.  1st April, 2010. The Hon’ble High Court of
 Gujarat has sanctioned the scheme of arrangement vide order dated 24th
 January, 2011, a certified true copy of which was received by the
 Company on 21st March, 2011. The Company filed the said order with the
 Registrar of Companies, Gujarat on 1st April, 2011. Alembic Limited was
 holding 5,50,00,000 equity shares of face value of Rs.2/- each in
 Alembic Pharmaceuticals Limited(APL). APL has issued and allotted
 13,35,15,914 equity shares of face value of Rs.2/- each to the
 shareholders of the Company on 15th April, 2011 in ratio of 1:1. As per
 the scheme of arrangement, APL has submitted applications for listing
 of 18,85,15,914 equity shares of face value of Rs.2/- each to Bombay
 Stock Exchange Limited(BSE) and National Stock Exchange of India
 Limited(NSE).
 
 Consequent upon demerger, becoming effective from 1st April, 2010, the
 figures of current year are not comparable with previous year. The
 figures of previous year have been regrouped wherever necessary.
 
 5 Operations:
 
 Consequent upon demerger, the Company’s operations will include (i)
 manufacture of predominantly fermentation and chemistry based bulk
 drugs (APIs) at its Vadodara Undertaking and (ii) power generation
 through its co-generation power plant and through wind mills (the Power
 Business). (iii) The Company also has some real estate in Vadodara
 which can be potentially developed.  The Company has plans to commence
 its real estate business and accordingly a part of the land has been
 converted as stock in trade for the said business. The Company will
 launch its maiden residential project in this financial year after
 obtaining approval from all the concerned authorities.
 
 The Company’s Gross Sales including export incentives was Rs.216.91
 Crores for the year ended 31st March, 2011 as compared to Rs.1032.06
 Crores for the previous year.
 
 The profit before Interest, Depreciation, Non- recurring Income and
 expenses and Taxes was Rs.5.63 Crores for the year under review as
 compared to Rs.96.62 Crores for the previous year.
 
 During the year, the interest and financing cost was Rs.2.40 Crores as
 compared to Rs. 30.05 Crores in previous year.
 
 (6) Listing of shares:
 
 The equity shares of the Company are continued to be listed on Bombay
 Stock Exchange Limited (BSE) and National Stock Exchange of India
 Limited (NSE).
 
 7 Fixed Deposits:
 
 As per the scheme of arrangement, the entire fixed deposits accepted by
 the Company is transferred to Alembic Pharmaceuticals Limited.
 Therefore, as on the last date of the financial year i.e. 31st March,
 2011, there is no fixed deposits on the records of the Company.  The
 Company does not plan to accept any deposits hereafter.
 
 (8 Directors:
 
 Consequent upon demerger of Pharmaceutical Undertaking, the Board of
 Directors of the Company is reconstituted w.e.f. 31st March, 2011.
 
 Mr. Chirayu Amin has resigned as Managing Director of the Company.
 However, he will continue as Chairman of the Company. Mr.  R.K. Baheti
 has resigned as Director-Finance & Company Secretary. Mr. Pranav Amin
 has resigned as Director & President-International Business of the
 Company. The services of Mr. Chirayu Amin, Mr. R.K. Baheti and Mr.
 Pranav Amin have been transferred to Alembic Pharmaceuticals Limited.
 Mr. K.G.  Ramanathan, Mr. Pranav Parikh and Mr. Paresh Saraiya have
 resigned as Directors of the Company w.e.f. 31 st March, 2011.
 
 The Board places on record the valuable contributions made by them for
 the growth and development of the Company during their tenure.
 
 In accordance with the provisions of the Companies Act, 1956 and
 Company’s Articles of Association, Mr. Chirayu Amin and Dr. B.R.  Patel
 Directors of the Company will retire by rotation at the ensuing Annual
 General Meeting who are eligible for re-appointment.
 
 The Board appointed Mr. Sanjay Bhatt as additional Director w.e.f. 31st
 March, 2011.  Mr. Sanjay Bhatt has resigned from service of the company
 and also as Director of the Company. Board places its appreciation for
 the valuable services and contribution provided by Mr. Sanjay Bhatt
 during his tenure.
 
 The Board appointed Mr. R.M. Kapadia as additional Director w.e.f. 25th
 April, 2011.  The terms of office of Mr. R.M. Kapadia will expire at
 the ensuing Annual General Meeting in terms of Section 260 of the
 Companies Act, 1956. The Company has received notices under section 257
 of the Companies Act, 1956 from a member proposing him as candidate for
 the offices of director of the Company.
 
 The brief resumes of Mr. Chirayu Amin, Dr. B.  R. Patel and Mr. R.M.
 Kapadia are given in the Corporate Governance Report.
 
 
 9. Energy, Technology and Foreign Exchange:
 
 In accordance with the provisions of Section 217(1)(e) of the Companies
 Act, 1956 read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, the relevant information
 pertaining to conservation of energy, technology absorption, foreign
 exchange earnings and outgo is given in Annexure - B to this report.
 
 10 Particulars of Employees:
 
 The information required under section 217(2A) of the Companies Act,
 1956, read with Companies (particular of Employees) Rules, 1975, forms
 part of this report as Annexure C.
 
 11 Corporate Governance:
 
 Your Company has complied with all the provisions of Corporate
 Governance as prescribed under the amended Listing Agreements of the
 Stock Exchanges, with which the Company’s shares are listed.
 
 A separate report on Corporate Governance is produced as a part of the
 Annual Report, along with the Auditor’s Certificate on the compliance.
 
 As required vide clause 49 of the listing agreement on Corporate
 Governance, the board has laid down a code of conduct for all members
 and senior management team of the Company. The said code of conduct has
 been posted on the website of the Company - www.alembiclimited.com. All
 Board members and senior management personnel of the company have
 affirmed the requirements of the said code of conduct.
 
 12 Audit Committee:
 
 Consequent upon reconstitution of Board, the Audit Committee was also
 reconstituted.  The Board of Directors in their meeting held on 31st
 March, 2011, reconstituted the Audit Committee comprising of 3
 Directors viz. Mr. Milin Mehta, Dr. B.R. Patel and Mr.  Sanjay Bhatt.
 Mr. Milin Mehta is Chairman of the Audit Committee. The Board of
 Directors of the Company in its meeting held on 2nd May, 2011 again
 reconstituted Audit Committee and appointed Mr. R.M. Kapadia as Member
 of Audit Committee in place of Mr. Sanjay Bhatt. All the Directors in
 Audit Committee are Non-Executive Independent Directors. The Committee
 reviewed the Internal Control System, Scope of Internal Audit and
 compliance of various regulations.  The Committee reviewed at length
 the Annual Financial Statements and approved the same before they were
 placed before the Board of Directors.
 
 13 Auditors:
 
 M/s. K.S. Aiyar & Co., (Firm Registration No.100186W) the Company’s
 Auditors, will retire at the conclusion of the ensuing Annual General
 meeting and are eligible for re-appointment as Auditors. Members are
 requested to re-appoint them and fix their remuneration.
 
 (14) Cost Auditors:
 
 The Central Government has directed that an audit of Cost Accounts
 maintained by the Company relating to Bulk Drugs for the year ended on
 31st March, 2011 be conducted by Auditors with qualification prescribed
 in Section 233B(1) of the Companies Act, 1956.  Accordingly, the Board
 had appointed Mr. H.  R. Kapadia as Cost Auditor for the year ended on
 31st March, 2011.
 
 15 Human Resource Management:
 
 Human capital has always been the most important and valuable asset to
 your Company.  Your Company has enhanced its performance management
 process that motivates people to take ownership of their own
 performance and encourages innovation and meritocracy.  Your Company
 has created people practices which enables it to attract and retain
 potential talents. Employee relations in your Company continues to be
 cordial and harmonious.
 
 16 Directors’ Responsibility Statement:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to the Directors’ Responsibility Statement, it
 is hereby confirmed:
 
 i) That in preparation of the Annual Accounts, the applicable
 accounting standards have been followed.
 
 ii) That accounting policies as listed in the ‘Schedule T’ to the 
 financial statements have been selected and consistently applied and 
 reasonable and prudent judgments and estimates have been made 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 loss of the Company for the accounting year
 ended on that date;
 
 iii) That proper and sufficient care for maintenance of adequate
 accounting records has been taken in accordance with the provision of
 the Act so as to safeguard the assets of the Company and to prevent and
 detect fraud and other irregularities;
 
 iv) That the annual accounts have been prepared on a ‘going concern’
 basis.
 
 On behalf of the Board of Directors,
 Chirayu R. Amin
 Chairman
 Vadodara, July 1, 2011