The Directors are pleased to present the 62nd Annual Report together
 with the Audited Accounts of the Company for the year ended December
 31, 2009.
 
 1.  Financial Highlights
 
 The table below gives the financial highlights of the Company for the
 financial year 2009 as compared to previous financial year.
 
                                                 2009          2008
 
                                             Rs. Lacs      Rs. Lacs
 
 Sales                                         193438        158860
 
 Other Income                                    1267          2506
 
 194705 161366
 
 Profit before Interest,
 Depreciation & Tax                             27992         24361
 
 Interest                                       (172)         (520)
 
 Depreciation                                  (4383)        (3652)
 
 Profit Before Tax and
 
 Exceptional Items                              23436         20189
 Provision for Taxation
 
 - Current Tax                                 (3933)        (3855)
 
 - Deferred Tax                                 (651)           244
 
 Profit after Tax and before
 exceptional items                              18852         16578
 
 Exceptional items and tax
 adjustments of earlier years                      11             -
 
 Net Profit (after tax
 adjustments of earlier years)                  18863         16578
 
 Balance in P & L A/c
 brought forward                                38992         34313
 
 Adjustments made in
 accordance with the
 transitional provisions of
 accounting Standard 15 on
 Employee Benefits                                  -             -
 
 Balance available for distribution             57854         50892
 
 Utilized for buy back of Shares
 Proposed Dividend
 (including Dividend Tax)                       11385          9897
 
 Transfer to General Reserve                      727           753
 
 Balance in P & LA/c
 carried forward                                 1420          1250
 
                                                44322         38992
 
 Earnings per share - Basic
 & diluted in Rupees                            59.72         50.62
 
 2.  Dividend
 
 The Directors recommend dividend of Rs.2/- per share for the financial
 year ended December 31, 2009. 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
 September 17, 2010 or
 
 (ii) those whose names appear as beneficial owners as at the end of
 business on September 17, 2010 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 25, 2009, a Special
 Resolution was passed by the shareholders for buy-back of 11,16,505
 equity shares from shareholders at a price of Rs.1,030/- per share.
 Accordingly, the Buy-Back Offer was kept open from June 4, 2009 to June
 19, 2009 and 11,16,168 equity shares were bought back. The Buyback
 programme resulted in a reduction in the paid up Share Capital to Rs.
 3106.70 lacs from Rs. 3218.32 lacs.
 
 4.  Status on reduction of the Paid-up Equity Share Capital of the
 Company
 
 At the Extra Ordinary General Meeting held on November 16, 2009, a
 Special Resolution was passed by the shareholders to reduce the Paid-
 up Equity Share Capital of the Company by paying off/returning to the
 holders of the equity shares (other than the Promoters viz. Cadbury
 Schweppes Overseas Limited and Cadbury Mauritius Limited) a sum of Rs.
 1,340/- ( Rupees One Thousand Three Hundred Forty only) per share being
 the face value of Rs. 10/- and a premium of Rs. 1,330/- per share
 pursuant to Section 100 of the Companies Act, 1956 and Articles of the
 Companys Articles of Association.
 
 As the above reduction of the Companys paid-up equity share capital
 was subject to the confirmation of the Bombay High Court, the Company
 filed a petition to seek confirmation of the Court. The petition was
 admitted by the Court on December 18, 2009. Pursuant to an order passed
 on April 25, 2010 by the Bombay High Court, with the consent of the
 Company and shareholders who had objected to the peittion, the Court
 appointed M/s Ernst & Young as independent valuers to value the shares
 of the Company. The valuation by the said Valuers was to be final and
 binding on the Company and all objectors and shareholders, subject to
 the Court finding any grave infirmity in the valuation report. The
 Court appointed valuers have given a revised valuation of the equity
 shares of the company at Rs. 1743/- per share. The petition is now due
 to be heard and decided finally.
 
 5.  Particulars of employees
 
 As on December 31, 2009 the total number of employees on Company
 records was 2155.
 
 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 & Food Safety
 
 Quality and Food Safety standards are being raised throughout the
 Supply Chain. All vendors are being audited as per Cadbury requirements
 and a forum is created for implementing GFSI (Global Food Safety
 Initiative) standards. Consumer Relevant Quality Standards and 6 sigma
 techniques are being deployed for manufacturing products right the
 first time. All the manufacturing sites are implementing FSSC 22000
 standards. Depots and distributor audits are being conducted reqularly
 and end-to-end cold chain systems are being implemented across the
 districution chain. Quality capability is being enhanced continuosly by
 conducting Analytical and Microbiological Proficiency Improvement
 programmes.
 
 7.  Environment, Health, Safety and Sustainability
 
 Strong focus on the implementation for priority safety standards and
 commercial safety has reduced the overall LTIFR to 0.02. Further,
 tracking of TRFR has been initiated, which is at a level of 0.84. Water
 consumption per ton has come down by 20% through initiatives on reduce,
 reuse, recycle and replenish initiative. Subsequent to the rain water
 harvesting, Bangalore plant has completed the second phase of water
 neutral program by implementing reverse osmosis plant to treat the
 waste water and use it back in in boilers and cooling towers. Carbon
 emission have come down by 15%. Sedex registration has been completed
 by all plants including contract manufacuting operations. Ethical
 sourcing audit has been cmpleted at Baddi site by external agency.
 
 8.  Directors
 
 Resignations
 
 Mr. Sanjay Purohit resigned as Executive Director with effect from July
 9, 2010. The Board places on record its appreciation of the valuable
 services rendered by him during his tenure as Director.
 
 Appointments
 
 Mr. Rajesh Ramanathan has been appointed as an Executive Director with
 effect from May 1,2010.  Mr. Narayan Sundararaman has been appointed as
 an Executive Director with effect from June 8, 2010.
 
 Retirement by Rotation
 
 Mr. Harsh Mariwala, Mr. Atul Bhatia and Mr.  Radhakrishnan Menon are
 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, 2009 and of the profit of
 the Company for the year ended December 31, 2009;
 
 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 2009, 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 2.46 Lacs during the year under review (previous year
 profit of Rs 16.57 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.  Cost Auditor
 
 The Central Governments Cost Audit Order specifies audit of Cost
 Accounting Records of Malted Milk Food - Bournvita 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. 48,000/- plus
 reimbursement of out-of-pocket expenses.
 
 15.  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 2009 from Cadbury pic.
 
 
                            For and on behalf of the Board of Directors
 
                                                                C Y PAL
 
                                                               Chairman
 
 Place : Mumbai :
 
 Date : August 5, 2010