Cadbury India

The Directors are pleased to present the 60th Annual Report together
 with the Audited Accounts of the Company for the year ended December
 31, 2007.
 
 1.  Financial Highlights
 
 The table below gives the financial highlights of the Company in the
 financial year 2007 as compared to previous financial year.
 
                                                   2007      2006
                                               Rs. Lacs  Rs. Lacs
 
 Sales                                           129347    105825
 
 Other Income                                      2252      2241
 
                                                 131599    108065
 
 Profit before Interest,
 
 Depreciation & Tax                               17944     14807
 
 Interest                                          (203)     (222)
 
 Depreciation                                     (3432)    (3341)
 
 Profit Before Tax and
 
 Exceptional Items                                 14309    11243
 
 Provision for Taxation
 
 - Current Tax                                     (3910)   (4785)
 
 -Deferred Tax                                      (557)     422
 
 Profit after Tax.                                  9842     6881
 
 Tax adjustments of earlier years                   1923        -
 
 Net Profit (after tax adjustments
 of earlier years)                                 11765     6881
 
 Balance in P & L A/c
 
 brought forward                                   24391    18938
 
 Adjustments made in
 accordance with the
 transitional provisions of
 accounting Standard 15 on
 Employee Benefits                                 (184)     (125)
 
 Balance available for                                _         _
 
 distribution                                     35972     25694
 
 Proposed Dividend
 
 (including Dividend Tax)                           777       784
 
 Transfer to General Reserve                        882       520
 
 Balance in P & L A/c                                 _         _
 
 carried forward                                  34313     24391
 
 Earnings per share - Basic &
 diluted in Rupees                                34.86    19.63
 
 2.  Dividend
 
 The Directors recommend dividend of Rs.2/- per share for the financial
 year ended December 31, 2007. The dividend, if approved at the
 forthcoming Annual General Meeting, will be paid to:
 
 (i) all those Equity Shareholders whose names appear on the Register of
 Members of the Company, after taking into account all valid share
 transfers in physical form lodged with the Company on or before April
 25, 2008 or
 
 (ii) those whose names appear as beneficial owners as at the end of
 business on April 25, 2008 as per lists to be furnished by the
 Depositories viz. National Securities Depository Limited and Central
 Depository Services (India) Limited.
 
 3.  Status on Buy-back of equity shares of the Company
 
 At the Annual General Meeting held on May 10, 2007, a Special
 Resolution was passed by the shareholders for Buy-back of 11,53,374
 equity shares from shareholders at a price of Rs. 815/- per share.
 Accordingly, the Buy-back Offer was kept open from May 29, 2007 to June
 22, 2007 and 11,53,374 equity shares were bought back. The Buy-back
 program resulted in a reduction in the paid up Share Capital to Rs.
 3320.35 lacs from Rs. 3435.69 lacs.
 
 4.  Buy-back of equity shares u/s 77A proposal
 
 Pu rsuant to the provisions of Article 13 of the Articles of
 Association of the Company and in accordance with the provisions of
 Sections 77A and 77B and all other applicable provisions, if any, of
 the Companies Act, 1956 and the provisions contained in the Private
 Limited Company and Unlisted Public Limited Company (Buy-back of
 Securities) Rules, 1999, consent of the Company is sought for the
 buy-back of fully paid-up equity shares of the face value of Rs.10/-
 each up to a maximum of 10,20,408 equity shares and cash outflow not
 exceeding Rs. 100 crores (Rupees One Hundred crores only), at a price
 not exceeding Rs. 980/- ( Rupees Nine Hundred Eighty) per equity share
 during the year 2008.
 
 5.  Particulars of employees
 
 As on December 31, 2007 the total number of employees on Company
 records was 2050.
 
 Information on particulars of Employees Remuneration as per Section
 217 (2A) of the Companies Act, 1956, read with Companies (Particulars
 of Employees) Rules, 1975 forms part of this report.
 
 6.  Quality Initiatives
 
 Besides implementing Cadbury Schweppes Good Manufacturing Practices and
 HACCP (Hazard Analysis and Critical Control Points), further quality
 initiatives were undertaken mainly in the areas of procurement,
 manufacturing, distribution, and project design. By the end of 2007,
 thirteen manufacturing sites have achieved certification to food safety
 standard of HACCP.
 
 7.  Environment & Safety
 
 Increasing usage of renewable energy as percentage share of total
 energy usage across locations was focused upon in 2007. Most of the
 plants introduced wind ventilators in place of mechanical ventilation
 to save energy consumption. In many plants ozone depleting substance
 based electrical refrigeration systems have been replaced with vapour
 absorption machines using steam from bio mass based boilers. Safety
 performance of the company improved significantly. Bangalore plant
 received safety award from National Safety Council for the strong
 safety management systems. Safety awareness has been improved with the
 celebration of safety week across all locations.
 
 8.  Directors
 
 Resignations
 
 Mr. Radhakrishnan Menon resigned as Executive Director with effect from
 September 1, 2007. He continues to be on the Board as a Non-Executive
 Director. Mr. Girish Bhat resigned as Executive Director with effect
 from April 1, 2008. The Board places on record its appreciation of the
 valuable services rendered by him during his tenure as a Director and
 for the significant contributions to the deliberations at the Board
 Meetings.
 
 Appointments
 
 Mr. Atul Bhatia has been appointed as an additional Executive Director
 with effect from May 15, 2007.  Mr. Rajesh Garg has been appointed as
 an Executive Director in the casual vacancy caused by the resignation
 of Mr Girish Bhat, with effect from Aprif 1, 2008.
 
 Retirement by Rotation
 
 Mr. Harsh Mariwala, Mr. Radhakrishnan Menon and Mr. V Chandramouli
 retire by rotation and, being eligible, offer themselves for
 re-appointment.
 
 9.  Directors Responsibility Statement
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
 Directors confirm that:
 
 a.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 b.  appropriate accounting policies have been selected and applied
 consistently, and judgments and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at December 31, 2007 and of the profit of
 the Company for the year ended December 31, 2007;
 
 c.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d.  the annual accounts have been prepared on a going concern basis.
 
 10.  Audit Committee
 
 The Audit committee comprises of two non- executive directors and one
 executive director. Mr.  C. Y. Pal is the Chairman of the Audit
 Committee.  During 2007, four Audit Committee meetings were held.
 
 11.  Fixed Deposits
 
 There were no outstanding Fixed Deposits at the end of this or the
 previous year. The Company did not accept any Fixed Deposits during the
 year.
 
 12.  Subsidiary Company
 
 Induri Farm Limited, the wholly owned subsidiary of your Company made a
 profit of Rs. 3.11 lacs during the year under review (previous year
 profit of Rs. 7.70 lacs) for which no adjustments have been made in the
 books of the Company. The Statement pursuant to Section 212 (1)(e) of
 the Companies Act, 1956, is given at the end of Notes to the Accounts.
 
 13.  Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The particulars required under Section 217 (1)(e) of the Companies Act,
 1956, read with the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules, 1988, are attached as Appendix A to
 this report.
 
 14.  Auditors
 
 Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire and are
 eligible for re- appointment as Auditors.
 
 15.  Cost Auditor
 
 The Central Governments Cost Audit Order specifies audit of Cost
 Accounting Records of the Company every year. The Board of Directors,
 subject to the approval of the Central Government, have appointed Mr. V
 V Deodhar, Cost Accountant, Mumbai, to carry out this audit for the
 current year at a remuneration of Rs. 43,000/- plus -- reimbursement
 of out-of-pocket expenses.
 
 16.  Acknowledgment
 
 The Directors sincerely appreciate the high degree of professionalism,
 commitment and dedication displayed by employees at all levels.
 
 The Directors would also like to acknowledge the sustained guidance,
 assistance and advice received during 2007 from Cadbury Schweppes pic.
 
                            For and on behalf of the Board of Directors
 
                                           C Y PAL
                                           Chairman
 
 Place : Mumbai
 Date  : March 31, 2008