The Board presents below the report on the business and operations of
 the Company for the financial year ended 31st March 2012.
 
 FINANCIAL PERFORMANCE
 
 Key aspects of Company''s financial performance for the financial year
 ended 31st March 2012 are summarised below:
 
                                                           (Rs in lacs)
 
 
 Particulars                                For the        For the
                                            Year ended     Year ended
                                            31st March 
                                            2012           31st March 
                                                           2011
 
 Turnover                                   52,721.81       41,866.06
 (including other income)
 
 Profit before Tax and
 Extraordinary Items                         2,721.32        6,731.74
 
 Extraordinary Items                         4,448.28          268.07
 
 Profit before Tax                           7,169.60        6,999.81
 
 Less: Provision for                         1,480.91        1,399.96
 Taxation (Current)
 
 Provision for                                 593.61          675.68
 Taxation (Deferred)
 
 Profit after Tax                            5,095.08        4,924.17
 
 Add: Balance of profit                     26,314.99       21,390.82
 brought forward from previous year
 
 Profit available for                       31,410.07       26,314.99
 appropriation
 
 Appropriation to:
 General Reserve                            25,000.00             NIL
 
 Balance Carried over to                     6,410.07       26,314.99
 the Balance Sheet
 
 DIVIDEND
 
 Considering the ongoing capacity expansion projects and future growth
 plans, the Directors have decided to plough back the profits of the
 Company for financial year 2011-12.  Accordingly, the Board does not
 recommend any dividend payment for the financial year ended 31st March
 2012.
 
 BUSINESS PERFORMANCE AND OPERATIONS
 
 The Company''s operations, performance, industry trends and other
 material changes with respect to the Company and its subsidiary,
 wherever applicable, during the year are exhaustively discussed in
 Management Discussion and Analysis Report which forms part of this
 Annual Report.
 
 EXPANSION AND UPGRADATION PROJECTS
 
 During the year, the Company has undertaken several
 modernization/upgradation and expansion projects at its plant locations
 in Himachal Pradesh and West Bengal (India) in order to fulfill the
 local and international regulatory norms and cater to the market demand
 for Company''s products.
 
 SHARE CAPITAL
 
 During the year, authorised and paid up share capital of the Company
 remained unchanged in comparison to previous year.
 
 CORPORATE GOVERNANCE
 
 The Company has adopted the best possible corporate governance norms
 and it has been our endeavour to comply and upgrade to the changing
 norms.
 
 A separate section on Corporate Governance and a Certificate from the
 Auditors of the Company regarding compliance of conditions of Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement(s)
 with the Stock Exchange(s) forms part of the Annual Report.
 
 In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a
 certificate of the CEO/ CFO, inter-aiia, confirming the correctness of
 the financial statements, adequacy of the internal control measures and
 reporting of matters to the Audit Committee in terms of the said
 clause, is also enclosed as a part of the Annual Report.
 
 
 BOARD OF DIRECTORS
 
 Resignations
 
 1.  Dr. Satish B. Kulkarni resigned as the Managing Director & CEO of
 the Company w.e.f. 20th October 2011.
 
 The Board places on record its sincere appreciation and hails the
 significant and remarkable contribution made by Dr. Kulkarni in the
 growth of the Company during his tenure as the Managing Director & CEO
 of the Company.
 
 2.  Dr. Anand Chand Burman, Non Executive Director of the Company,
 resigned from the Directorship of the Company w.e.f. 2nd February 2012.
 
 The Board places on record its sincere appreciation towards the
 valuable contribution and guidance rendered by Dr. Burman during his
 tenure as a Director of the Company.
 
 3.  Mr. Mats Christer Henriksson, Non-Executive Director of the
 Company, resigned from the Directorship of the Company w.e.f. 30th May
 2012.
 
 The Board places on record its sincere appreciation towards the
 valuable contribution and guidance rendered by Mr. Henriksson during
 his tenure as a Director of the Company.
 
 Appointments Managing Director & CEO
 
 Mr. Peter F. Nilsson was appointed as the Managing Director & CEO of
 the Company w.e.f. 20th October 2011 for a period of two years.
 
 Appointment and remuneration of Mr. Nilsson have also been approved by
 the Shareholders of the Company vide a Special Resolution passed
 through postal ballot on 13th December 2011.
 
 Being originally appointed as an Additional Director on 20th October
 2011, Mr. Peter F. Nilsson will hold office up to the date of the
 ensuing Annual General Meeting. The Company has received a notice under
 Section 257 of the Companies Act, 1956, from a member, proposing the
 candidature of Mr. Peter F. Nilsson for appointment as a Director in
 the Annual General Meeting. He is eligible for appointment as a
 Director and the Board recommends his appointment as a Director not
 liable to retire by rotation in the Annual General Meeting.
 
 Brief Profile of Mr. Peter F. Nilsson
 
 Mr. Peter F. Nilsson was the Chief Financial Officer of Fresenius Kabi
 Oncology Limited from 1st November 2008 to 20th October 2011.  He holds
 a Degree in Accounting from Stockholm University and has also completed
 a Finance Management Course from INSEAD, France.
 
 Mr. Peter F. Nilsson has a rich work experience of over 20 years in the
 areas of Financial and Accounting Management at the international
 level. He commenced his Career as ''Controller'' with Kabi Pharmacia
 Sweden in 1990 and subsequently moved on to work for Pharmacia &
 Upjohn. After joining Fresenius Group in 1999, Mr. Peter F. Nilsson has
 managed key positions within the Group at various locations.
 
 Appointment of Director in casual vacancy
 
 In view of the resignation of Mr. Mats Christer Henriksson, the Board
 of Directors, in the meeting held on 30th May 2012, appointed Mr.
 Thomas Mechtersheimer as a Director in casual vacancy in accordance
 with the provisions of Section 262 of the Companies Act, 1956, read
 with Article 118 of the Articles of Association of the Company.
 
 Mr. Thomas Mechtersheimer, will hold office for the remaining tenure of
 Mr. Mats Christer Henriksson.
 
 In terms of requirements of Clause 49 of the Listing Agreement, below
 are some important information related to Mr. Thomas Mechtersheimer:
 
 Date of Birth 5th December 1964
 
 Date of appointment 30th May 2012
 
 Qualification - Bachelors degree in Electrical
 
 Engineering from Helmle Elektrotechnik, Weinstadt, Germany,
 
 - Masters degree in International Marketing and Foreign Trade from
 University of Economics and Technology, Reutlingen, Germany
 
 Expertise in specific functional area
 
 Mr. Thomas Mechtersheimer has a rich & diversified international
 experience in the field of Finance, Business development and
 operations.
 
 Shareholding in Fresenius Kabi Oncology Ltd.
 
 Nil
 
 Directorship/Committee Membership in other Indian Public Companies
 
 Nil
 
 DIRECTORS RETIRING BY ROTATION
 
 As per Article 130 of the Articles of Association of the Company,
 following Directors would retire by rotation at the forthcoming Annual
 General Meeting of the Company and being eligible, offer themselves for
 re-appointment:
 
 1.  Dr. Naresh Trehan
 
 2.  Mr. Dilip G. Shah
 
 3.  Mr. Rakesh Bhargava
 
 A brief resume, expertise and other directorships and Committee
 memberships held by the above Directors and other details stipulated
 under provisions of Clause 49 of the Listing Agreement forms part of
 the Notice convening the ninth Annual General Meeting of the Company.
 
 AUDITORS
 
 The Statutory Auditors of the Company, M/s G. Basu & Co., Chartered
 Accountants retire at the conclusion of the ensuing Annual General
 Meeting of the Company. They have confirmed their willingness and
 eligibility for re-appointment for the financial year 2012 -13 and have
 also confirmed that their re-appointment, if made, will be within the
 limits prescribed under section 224(1B) of the Companies Act, 1956. The
 Board of Directors of the Company recommends their re-appointment.
 
 COST AUDITORS
 
 Pursuant to section 233B of the Companies Act, 1956, and General Cost
 Audit Orders issued by the Ministry of Corporate Affairs, the Central
 Government has prescribed cost audit of the Company''s manufacturing
 activities w.r.t. Formulations and Bulk Drugs.
 
 Accordingly, the Board of Directors of the Company has appointed M/s
 Ramanath Iyer & Co., Cost Accountants, as the Cost Auditors of the
 Company for Formulations and Bulk Drugs related activities for
 financial year 2012-13.
 
 The Company will seek confirmation of Central Government for such
 appointment in terms of applicable provisions of the Companies Act,
 1956 and rules made there under.
 
 In terms of the requirements of General Circular No. 15/2011, dated
 11th April 2011, issued by Ministry of Corporate Affairs, following are
 the brief particulars w.r.t. Cost Auditors & Cost Audit Reports:
 
 FinanciAL    Name of Cost 
              Auditor                   Due date of      Actual date of 
 Year                                   filing Cost      filing Cost
                                        Audit Report     Audit Report
 
 2010 - 11    M/s Ramanath Iyer & Co.   27th September   27th September
                                        2011             2011
 
 2011 - 12    M/s Ramanath Iyer & Co.   27th September   Yet to be filed
                                        2012
 
 AUDITORS'' REPORT
 
 The Board has duly examined the Statutory Auditor''s report to the
 accounts and clarifications, wherever necessary, have been included in
 the Notes to the Accounts section of the Annual Report.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Company has disinvested its entire shareholding in Fresenius Kabi
 Oncology Plc (the wholly owned subsidiary in UK) to Fresenius Kabi AG,
 Germany at book value, which is not less than the fair market value.
 There being no other subsidiary company left as on 31st March 2012,
 therefore, the Company is not furnishing consolidated financial
 results.
 
 SUBSIDIARY COMPANY
 
 During the year, the Company transferred its entire shareholding in
 Fresenius Kabi Oncology Plc (the wholly owned subsidiary in UK) to
 Fresenius Kabi AG, Germany at book value, which was not less than the
 fair market value.
 
 After the aforesaid transfer, the Company does not have any subsidiary
 company.
 
 ANNUAL REPORT OF SUBSIDIARY COMPANY
 
 Post transfer of its entire shareholding in Fresenius Kabi Oncology Plc
 (UK), the Company does not have any subsidiary company as on 31st March
 2012. Therefore, Annual Report of subsidiary company has not been
 prepared and attached with the Annual Report of the Company.
 
 FIXED DEPOSITS
 
 The Company has not invited/accepted any Fixed Deposits during the year
 under review, as such; no amount of principal or interest on fixed
 deposits was outstanding on the date of Balance Sheet.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of provisions of section 217(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975, the
 names and other particulars of employees are set out in the Annexure-
 II to the Directors'' Report.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Information on conservation of energy, technology absorption and
 foreign exchange transactions as stipulated under section 217(1)(e) of
 the Companies Act, 1956 is set out in a separate statement, attached to
 this Report and forms part of it as Annexure-I.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement of section 217(2AA) of the Companies Act,
 1956 in relation to Directors'' Responsibility Statement, it is
 confirmed that:
 
 i) in the preparation of the annual accounts for the financial year
 ended 31st March 2012, the applicable accounting standards have been
 followed and no material departures have been made from the same;
 
 ii) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for the year under review;
 
 iii) the Directors have taken proper and sufficient care 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;
 
 iv) the Directors have prepared the annual accounts for the financial
 year ended 31st March 2012 on a going concern basis.
 
 ACKNOWLEDGEMENT / APPRECIATION
 
 We thank our customers, vendors, investors and bankers for their
 continued support during the year. We place on record our appreciation
 of the contribution made by our employees at all levels. Our consistent
 growth was made possible by their hard work, solidarity, cooperation
 and support.
 
 We thank the Government of India, particularly the Ministry of
 Corporate Affairs, Department of Pharmaceuticals, the Customs and
 Excise Departments, the Income Tax Department, the Ministry of
 Commerce, the Ministry of Finance, the Reserve Bank of India and other
 Government agencies for their support and look forward to their
 continued support in the future.
 
                          For and on behalf of the Board of Directors
 
                                                                 Sd/-
 
 Gurgaon                                            Rakesh Bhargava
 
 30th May 2012                                             Chairman