The Directors have pleasure in presenting the 23rd Annual Report of the
 company together with audited accounts for the year ended 31st March,
 2009
 
                                                       (Rs. In Lacs)
                                                Consolidated
                                      Current Year      Previous Year
 
 Sales including other Income            10927.53           9481.64
 Profit Before Tax and 
 Exceptional Items                        1409.34           1208.35
 Profit Before Tax                        1243.13            920.37
 Profit After Tax                         1072.21            801.73
 Add: Balance brought forward from 
 previous year                            1523.98           1014.60
 Surplus Available for Appropriations     2589.03           1816.33
 Appropriations_
 Proposed Final Dividend                     Nil             210.57
 Tax on Dividend                             Nil              35.79
 Transfer to General Reserve                 Nil              46.00
 Balance Transferred to Balance Sheet    2589.031           1523.98
 
 In the face of an intense competitive scenario and despite difficult
 economic conditions, your Companys business during the year grew in
 double digits. Your Company had to cope with the challenges of higher
 expenditure on advertisement and sales promotion to gain access into
 modern trade. Sales for the year increased by 14 per cent at Rs. 106.57
 crore as against Rs. 93.00 crore.  The profit after tax for the
 financial year 2008-09 grew by 33 per cent at Rs. 10.72 crore as
 against Rs. 8.01 crore in the previous year.
 
 OPEN OFFER TO ACQUIRE EQUITY SHARES OF THE COMPANY
 
 As the Shareholders may be aware, Dabur India Limited (Acquirer) has
 entered into Share Purchase Agreement dated November 21, 2008, (SPA)
 with existing promoters of the Company to acquire 25,46,596 Equity
 Shares at a price of Rs. 800 per Share constituting 72.15% of the
 equity shares capital of the Company. As the aggregate equity stake of
 the Acquirer in the paid up equity share capital of the company,
 pursuant to the acquisition, will be more than the stipulated threshold
 of 15%, in compliance with regulation 10 and 12 of the SEBI Takeover
 Regulations, the Acquirer made a open offer to public shareholders to
 acquire 7,05,880 equity shares of the company at a price of Rs. 800
 each, which closed on May 26,2009.
 
 DIVIDEND
 
 No dividend is being proposed on Equity Shares in order to conserve
 cash to meet the future growth plans of the Company. Your Director do
 not recommend any dividend.
 
 EMPLOYEE RELATIONS
 
 Relations between the employees and management continued to be cordial
 during the year.
 
 TRADE RELATIONS
 
 Your Directors wish to record appreciation of the continued unstinted
 support and co-operation from its retailers, stockists, suppliers of
 goods/services, clearing and forwarding agents and all others
 associated with it. Your Company will continue to build and maintain
 strong links with its business partners.
 
 CORPORATE GOVERNANCE
 
 Your Directors reaffirm their continued commitment to good corporate
 governance practices. During the year under review, your Company
 complied with the provisions of Clause 49 of the Listing Agreement with
 the stock exchange which relates to corporate governance. A separate
 section on corporate governance together with a certificate from
 Practising Company Secretary forms a part of this Annual Report.
 
 SUBSIDIARY COMPANIES
 
 In terms of Section 212 of the Companies Act, 1956, (the Act) the
 Accounts together with the Auditors Report of your Companys
 subsidiaries Jaquline Inc. forms a part of this Report.
 
 In line with the provisions of the Accounting Standards prescribed by
 the Institute of Chartered Accountants of India and the provisions of
 the Listing Agreement with the stock exchanges, the duly audited
 Consolidated Financial Statement has been prepared after considering
 the financial statements of your Companys subsidiaries Jaquline Inc.
 
 DEPOSITS
 
 Your Company has not invited or renewed deposits from the public /
 shareholders in accordance with Section 58A of the Act.
 
 ENERGY, TECHONOLOGY AND FOREIGN EXCHANGE
 
 Information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo, required to be disclosed pursuant
 to section 217(1) (e) of the Act, read with the Companies (Disclosure
 of Particulars in the Report of the Board of Directors) Rules, 1988 is
 given in Annexure A and forms part of this Report.
 
 PARTICULARS OF EMPLOYEES
 
 The Particulars as required under Section 217 of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 are
 set out in the Annexure B of this report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Audited Accounts for the year under review are in conformity with
 the requirements of the Act and the Accounting Standards.  The
 financial statements reflect fairly the form and substances of
 transactions carried out during the year under review and reasonably
 present your Companys financial condition and results of operations.
 
 Your Directors confirm that:
 
 (i) in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures, if any;
 
 (ii) the accounting policies selected have been applied consistently
 and judgments and estimates are made that are reasonable and prudent so
 as to give a true and fair view of the state of affairs of your Company
 as at 31st March, 2009 and of the profit of your Company for the year
 ended on that date;
 
 (iii) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of your Company and for preventing and
 detecting frauds and other irregularities;
 
 (iv) the Annual Accounts of your Company have been prepared on a going
 concern basis.
 
 DIRECTORS
 
 In accordance with the Articles of Association of your Company Mr.D B
 Khade retire from office by rotation and being eligible, offer
 themselves for re-appointment.
 
 AUDITORS
 
 M/s. S V Ghatalia & Associates, Chartered Accountants, Mumbai statutory
 auditors of the Company retire and offer themselves for re-appointment
 as the statutory auditors of the company pursuant to section 224 of the
 Companies Act, 1956.
 
 COST AUDITORS
 
 Pursuant to the provisions of Section 233B of the Act, your Directors
 have reappointed M/s. C Sahoo & Co., Cost Accountants, Mumbai as the
 Cost Auditor to conduct the cost audit of your Company, subject to the
 approval of the Central Government.
 
 APPRECIATION
 
 Your Directors wish to place their sincere thanks to the Union
 Government and the Governments of Maharashtra and Himachal Pradesh, as
 also to all the Government agencies, banks, financial institutions,
 customers, shareholders, employees, vendors and other related
 organisations who, through their continued support and co-operation,
 have helped, as partners, in your Companys progress.
 
 
                                        For and on behalf of the Board
 
 Mumbai                                                Sunil H Pophale
 June 10,2009                             Chairman & Managing Director