The Directors present the 25th Annual Report together with the Audited
 Statement of Accounts (Standalone) for the year ended 31st March, 2010.
 
 As you are aware about the difficulties faced by the Company arising
 out of an acute financial crunch to legal actions of creditors
 including a winding up order passed against the Company and the
 subsequent Composite Scheme of Arrangement filed in the Honble Bombay
 High Court, we are at presently only adopting the standalone results of
 your Company for the approval of the members.
 
 We are providing true and fair picture of the Company before you and at
 this juncture only standalone figures are available since the
 subsidiaries of the Company have also experienced similar problems of a
 financial and while they carry out the due compliances, the management
 has taken a view of presenting the standalone results only.
 Furthermore, the views expressed by the Company Management and its
 Directors are purely based on the standalone figures only.
 
 FINANCIAL RESULTS: (Standalone)
 
                                           Year ended      Year ended
 
 PARTICULARS                                31.3.2010      31.3.2009
                                              (Rs.)         (Rs.)
 
 Sales & other income including 
 increase in
 Finished Goods & Work in Progress         31,07,15,165   1,52,91,12,283
 
 Loss before Interest and Depreciation   (37,04,44,749)   (27,12,80,395)
 
 Interest                                  46,53,01,350     33,30,87,677
 
 Depreciation                               2,71,17,629      4,80,58,232
 
 Exceptional Item                        1,36,99,32,889               -
 
 Profit / (Loss) for the year          (2,23,27,96,617)   (65,24,26,304)
 
 Less :
 
 Provision for Taxation                               -      1,13,17,835
 
 Deferred Tax Adjustments                             -    (5,67,44,374)
 
 Net Profit / (Loss ) After Tax        (2,23,27,96,617)   (60,69,99,765)
 
 Less: Transfer to Debenture 
 Redemption Reserve                                   -               -
 
 Less: Minority Interest and Transfer 
 to capital reserve                                   -               -
 
 Add: Balance brought forward from 
 Previous year                            (8,94,64,794)    52,50,00,000
 
 Less: Prior Period Expenses                          -       74,36,583 
 
 Less: Prior period short provision 
 for Tax                                      98,69,319          28,446
 
 Balance Available for appropriation   (2,33,21,30,730)   (8,94,64,794)
 
 Appropriations:_
 
 Proposed Dividend on Equity Shares                   -               -
 
 Tax on Dividend                                      -               -
 
 Transfer to General Reserve                          -               -
 
 Balance Carried to the Balance Sheet  (2,33,21,30,730)   (8,94,64,794)
 
 
 
 FINANCIAL PERFORMANCE :
 
 During the year under review, the Company has suffered heavy losses.
 Sales throughout the year were at a bare minimum in the absence of any
 working capital in the business which affected the basic ability of
 your Company to convert raw materials to work-in-progress to finished
 goods to debtors and, ultimately, into cash. Given the widespread
 negative publicity in leading publications and other media, the problem
 was only exasperated with falling share prices and low to negative
 confidence amongst the trade suppliers and buyers. Although the Company
 has managed to significantly cut costs to sustain a bare minimum level
 of operations, costs such as interest continue to be heavy for a
 majority of the financial year as well as the burden of maintaining the
 high level of inventory is also reflected in the other expenses.
 
 While the reasons for the drastic reduction in performance levels of
 your Company are multiple and the list of problems faced by the Company
 being numerous, the Management is taking steps to regain and revive
 your Company to its original position as the leading wine producer of
 India.  The Directors of your Company assure you about the Companys
 bright future ahead and are hopeful in achieving subsequent
 improvements in the overall performance of the Company in years to
 come.
 
 DIVIDEND:
 
 The Company follows the policy of paying stable dividend linked to
 consistent performance, while at the same time keeping in view the need
 to finance the growth plans through internal accruals This will
 eventually lead to increased shareholder value and higher returns.
 However, for the year ended 31st March, 2010, the Board of Directors
 has not recommended a dividend due to heavy losses suffered by the
 Company.
 
 SUBSIDIARIES:
 
 To complement and strengthen the products and the entire supply chain
 in order to meet customer expectations globally, your Company
 implemented an acquisitive growth policy during the year under review
 on the International front. This strategy has further enhanced the
 inherent strengths of your Company. However, since some of the
 acquisitions were made very close to the global financial meltdown and
 the subsequent inability of your Company to raise funds overseas in
 order to meet with the working capital needs of the newly acquired
 businesses, the businesses acquired remain in a fragile condition.
 
 As on 31st March, 2010, your Company has the following Subsidiaries :
 
 1) Seabuckthorn Indage Ltd., India (522.63% shareholding).
 
 2) Indage Holdings Ltd., U.K, (Wholly Owned)
 
 3) Thachi Wines Pty Ltd., Australia (100% Step Down Subsidiary)
 
 The Company had one more subsidiary Indage (UK.) Ltd., UK. (100% Step
 Down Subsidiary) as on 31st March, 2009. Although the UK subsidiary had
 high hopes for success, the business suffered due to a lack of working
 capital and, compounded by the negative publicity in India, most
 overseas trade partners declined to work with the newly acquired
 business and the creditors preferred to wind up and liquidate the
 business despite a creditors voluntary arrangement ( CVA) being filed
 and approved by the Company and its creditors. Therefore, the
 investment in the said subsidiary has been, unfortunately, written off
 by the Company during the year under consideration.
 
 As mentioned above, the Company is unable to present the Consolidated
 Audited Accounts in this Annual General Meeting due to non -
 finalization of the accounts of all its subsidiaries. However, the
 Company is taking various steps to finalize the accounts of the
 subsidiaries and shall present the Consolidated Accounts at the
 earliest.
 
 The Company has also made an application to the Registrar of Companies
 vide e- Form 23AAB on 07th August, 2010 in order to claim exemption
 from attaching the documents of subsidiaries as specified under Section
 212(1) of the Companies Act, 1956. The approval regarding the same is
 still not received from the Ministry of Corporate Affairs, Government
 of India.
 
 FUTURE PROSPECTS :
 
 The Company is in process of finalization of the Composite Scheme of
 Arrangement and Compromise with Industrial Agencies Indage Private
 Limited (IAIPL).
 
 A Court Convened Meeting of all categories of stakeholders of the
 Company i.e. Equity Shareholders, Secured Lenders, Preference Share
 Applicants, Unsecured Lenders, Fixed Deposit Holders, Other Creditors
 was held on 16* September, 2010. The said scheme was passed with
 requisite majority.
 
 The Company at present is awaiting a positive outcome from the
 Divisional Bench of Honble Bombay High Court in the matter of
 Composite Scheme of Arrangement between the Company and Industrial
 Agencies Indage Private Limited is being heard by the Honble Court.
 
 Despite the difficulties faced by the Company, the assets of the
 business have been maintained to a very high standard and the stocks
 are well preserved. The market for wine in India will continue to grow
 as the alcoholic beverage industry matures in size and trends. Your
 Companys brands still remain in demand and, if the challenges to
 supply and restart the business are addressed, the Management of your
 Company has no doubts of the vast future potential of the business and
 return to healthy profits.
 
 DIRECTORS:
 
 Mr. Arun B Shah, Director is retiring by rotation at the ensuing Annual
 General Meeting and being eligible offer himself for re-appointment. In
 terms of Clause 49 of the Listing Agreement with BSE, the details of
 this Director is given in the accompanying Corporate Governance Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 As required under Section 217(2AA) of the Companies Act, 1956, the
 Directors confirm that :
 
 1) In preparation of Annual Accounts the applicable accounting
 standards have been followed along with proper explanation and that no
 material departures have been made from the same.
 
 2) Accounting policies selected & applied are on a consistent basis &
 judgments and estimates made are reasonable & prudent so as to give a
 true & fair view of the state of affairs of the Company at the end of
 the financial year and of the Profit & Loss of the Company for that
 period.
 
 3) 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 the Company and for preventing and detecting
 frauds and other irregularities.
 
 4) Annual accounts have been prepared on a going concern basis.
 
 CORPORATE GOVERNANCE:
 
 Your Company has complied with the mandatory provisions of Corporate
 Governance stipulated under Clause 49 of the Listing agreement (as
 amended). The Management Discussion & Analysis, - Report on Corporate
 Governance and Certificate from the Auditors of the Company certifying
 compliance of conditions of Corporate Governance are annexed herewith
 and forms part of this Annual Report.
 
 Your Company has also laid down a Code of Conduct for its Board Members
 and Senior Management Personnel. All the Directors and the Senior
 Management Personnel have affirmed compliance with the said Code of
 Conduct.
 
 However, due to the numerous problems faced by the Company and
 significant reduction in management bandwidth, the management has not
 performed any internal audits of its operations during the year under
 review but is hopeful for completing the same at the earliest.
 
 FIXED DEPOSIT :
 
 Out of the total 1576 deposits of Rs 4,18,17,000/- from the public as
 at 31st March, 2010, 24 (Twenty Four) deposits amounting to
 Rs.3,90,000/-were matured but not claimed. Subsequently, 5 (Five)
 matured deposits were claimed and paid amounting to Rs. 60,000/- in
 aggregate.
 
 EMPLOYEE STOCK OPTION / PURCHASE SCHEME (ESOS) :
 
 Your Company has introduced an Employee Stock Option Scheme and
 Employee Stock Purchase Scheme - 2005. However, no grants have been
 made thereunder during the financial year.
 
 AUDITORS :
 
 M/s Sorab S. Engineer & Co. Chartered Accountants, retire as Auditors
 at the conclusion of the ensuing Annual General Meeting and are
 eligible for reappointment. The members are requested to appoint the
 Auditors and fix their remuneration.
 
 PARTICULARS OF EMPLOYEES :
 
 During the financial year, your Company has not employed any employee
 whose particulars are required to be disclosed in this report pursuant
 to Section 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) (Amendment) Rules, 2000.
 
 CONSERVATION OF ENERGY:
 
 The Company has constantly made efforts to prevent and reduce excessive
 energy consumption by making use energy efficient technology and
 equipments. The Company is also aware of importance of conservation of
 energy and has taken serious steps in this regards.
 
 RESEARCH & DEVELOPMENT:
 
 Your Company has set up modern microbiological testing facilities to
 ensure quality control. During the year under review your Company has
 maintained a system and procedure to qualify for certification under
 ISO 9001 / HACCP,
 
 TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION :
 
 Your Company has already adopted the latest techniques in winemaking
 and production and, therefore, no new technology has been adopted
 during the year.
 
 FOREIGN EXCHANGE EARNINGS & OUTGO :
 
 PARTICULARS       Year ended 31.3.2010     Year ended 31.3.2009 
 
                         (Rs.)                  (Rs.)
 
 Foreign Exchange
 
 (i) Earnings         4,96,59,470              10,06,95.029 
 
 (ii) Outgo           4,68,11,312               3,14,05,169
 
 
 ACKNOWLEDGEMENTS & APPRECIATION
 
 Your Directors are thankful and are obliged by the continuous faith and
 support it has received over such a long period of time from various
 authorities including Banks and Government Authorities and also from
 shareholders including all categories of persons associated with the
 Company.  The Company also acknowledges its deep appreciation of all
 its industry partners, buyers and suppliers who have kept faith in the
 revival of the business and provided timely support.
 
 Your Directors are delighted to express their gratitude towards the
 long lasting support the employees have given and are extremely
 thankful for the same.
 
                                     For and on behalf of the Board
 
                                                 Sd/- 
 
 Place:Mumbai                                 S. G. Chougule
 
 Date : 14th February, 2011                     Chairman