Jubilant Organosys

The Directors have pleasure in presenting the Thirtieth Annual Report
 and Audited Accounts for the year ended March 31, 2008, during which
 the Company has registered all round growth.
 
 Performance shows that we are on the right path - outsourcing remains
 our key strategy and your Company is considered the partner of choice
 by the international Pharma & Life Sciences industry.
 
 Financial Results
 
                                          Year ended          Year ended
                                      March 31, 2008      March 31, 2007
                                     [Rs. in million]   [Rs. in million]
 
 Sales and Other Income                        22,314          18,402
 Net Sales                                     19,767          16,097
 EBITDA                                         5,382           3,662
 Interest                                         147             151
 PBDT                                           5,235           3,511
 Depreciation                                     636             515
 PBT                                            4,599           2,996
 Provision for Taxation                           676             681
 PAT                                            3,923           2,315
 Profit brought forward from previous year      4,046           2,441
 PROFIT AVAILABLE FOR APPROPRIATION             7,969           4,756
 Which the Directors have appropriated as 
 follows:
                                                  220             179
 - Proposed Dividend on Equity Shares
 - Tax on Dividend on Equity Shares                37              31
 - Transfer to General Reserve                  1,000             500
 Balance to be carried forward                  6,712           4,046
 
 * Includes Rs. 0.01 million (inclusive of Dividend Tax) in respect of
 shares allotted between April 01, 2007 and the record date for dividend
 payment.
 
 ** Includes Rs.0.87 million (inclusive of Dividend Tax) in respect of
 shares allotted between April 01, 2006 and the record date for dividend
 payment.
 
 Operations
 
 Financial Year 2007-08 has been a year of significant achievements and
 witnessed a spectacular growth in standalone and consolidated revenues
 and profitability. Your Company derived majority of revenues from the
 PLSPS (Pharmaceutical and Life Sciences Products and Services)
 operations, where its main business is outsourcing of products and
 services to international Pharma and Life Sciences companies.
 
 This was outcome of higher sales volumes given the capacity
 enhancements undertaken during the year, addition of new customers and
 acquisition of Hollister-Stier Laboratories LLC.
 
 Your Company continues to see strong growth traction across existing
 business and expects the momentum to continue in future also. To meet
 the growing needs of the global customers in outsourcing of products
 and services, your Company made substantial investment in increasing
 its manufacturing capacities and also the drug discovery and
 development capabilities during the year.
 
 Net Sales of the Company recorded a growth of 22.8% to Rs. 19.77
 billion as compared to Rs. 16.1 billion in the previous year.
 International Sales increased by 40.1% to Rs. 8.86 billion from Rs.
 6.32 billion. This increase in exports was mainly due to high growth in
 Pharma and Life Sciences business in regulated markets of USA, Europe
 and China. The Industrial and Performance Products business witnessed
 4.4% growth in sales to Rs.9.56 billion as compared to Rs. 9.16 billion
 in FY 2006-07.
 
 EBITDA and PBT at Rs. 4.34 billion and Rs. 3.56 billion before exchange
 gain of Rs. 1040 million (previous year Rs. 658 million) and interest
 income of Nil (previous year Rs. 189 million) showed an improvement of
 54.3% and 65.6% respectively.
 
 Profit after tax (PAT) increased to Rs. 3.92 billion (19.8% of net
 sales) from Rs. 2.31 billion (14.4% of net sales), an increase of
 69.5%.
 
 Consolidated Financials
 
 On a consolidated basis, Net Sales recorded a growth of 37.5% to Rs.
 24.89 billion as compared to Rs.18.10 billion in the previous year.
 International Sales increased by 67.6% to Rs. 13.94 billion from Rs.
 8.32 billion.
 
 EBITDA and PBT at Rs. 4.64 billion and Rs. 3.27 billion before exchange
 gain of Rs. 1040 million (previous year Rs. 658 million) and interest
 income of Rs. 253 million (previous year Rs. 425 million) showed an
 improvement of 72.8% and 74.8% respectively.
 
 PAT increased to Rs. 4.01 billion (16.1% of net sales) from Rs. 2.28
 billion (12.6% of net sales), an increase of 75.7%.
 
 Dividend
 
 Your Directors recommend a dividend of 150% on fully paid up equity
 shares of Re. 1 each, for the year ended March 31, 2008. This will
 absorb Rs. 256.6 million (inclusive of tax) based on existing capital.
 The final outgo could, however, increase due to increase in capital on
 conversion of Foreign Currency Convertible Bonds or exercise of
 Employees Stock Options etc.
 
 Appropriations
 
 It is proposed to transfer Rs. 1000 million to General Reserve and
 retain the balance in Profit and Loss Account.
 
 Capital Structure
 
 (A) Foreign Currency Convertible Bonds (FCCBs)
 
 Your Company, during 2004-05, 2005-06 and 2006-07, has successfully
 issued Foreign Currency Convertible Bonds (FCCBs) as under:
 
 Particulars           Year of         Size of      Interest
                       Issue           Issue           Rate
                                      (in million      (%)
                                       US$)
 
 FCCB 2009            2004-05           35              1.5
 FCCB 2010            2005-06           75                0
 FCCB 2011            2006-07          200                0
 
 Conversion Details
 
 Conversion           Conversion
 Period               Price per Equity
                      Share
                      (Rs.)
 
 June 14, 2004        163.646
 and April 15,
 2009
 July 03, 2005       273.0648
 and May 14,
 2010
 June 30, 2006       413.4498
 and May 10,
 2011       
 
 No. of shares        Outstanding       No. of shares
 converted till       FCCBs as on       of Re. leach
 March 31,            March 31, 2008    on conversion
 2008                (in Million        of outstanding
                      US $)                FCCBs
 
 9,500,521            0.300                  82,140
 2,237,308           60.907               9,669,206
 0                  200.000              21,792,246
 
 Whilst the FCCBs are listed on Singapore Stock Exchange, the Global
 Depository Shares (GDSs) arising out of conversion of FCCBs are listed
 on Euro MTF Market of the Luxembourg Stock Exchange.
 
 The above outstanding bonds, if exercised, will increase equity shares
 by 31,543,592.
 
 (B) Employees Stock Options (ESOPs)
 
 During 2007-08, 49,936 Options were granted to employees under Jubilant
 Employees Stock Option Plan 2005. Each Option entitles the holder to
 subscribe to 5 equity shares of Re.1/- each.
 
 As on March 31, 2008, 539,160 Options were outstanding. A maximum of
 2,695,800 shares will be allotted upon exercise of these Options.
 
 Till date, holders of 13,641 options have exercised the conversion
 option resulting in allotment of 68,205 shares of Re.1/- each. The
 details as required under Regulation 12 of Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999 are given in Annexure A.
 
 (C) Paid Up Capital
 
 The paid up Capital as at March 31, 2008 stands Rs. 146,185,914
 comprising of 146,185,914 equity shares of Re.1/- each.
 
 During the year, 2,740,580 equity shares were allotted on conversion of
 FCCBs into equity shares and exercise of stock options by employees /
 directors. Consequently, the paid up share capital of your Company
 increased from 143,445,334 shares to 146,185,914 shares.
 
 The impact of future conversions of FCCB 2009, FCCB 2010 and FCCB 2011
 into equity shares and exercise of Employees Stock Options (ESOPs) by
 employees on the share capital assuming full conversion/ exercise would
 be as follows:-
 
 Particulars No. of Shares of Re. II- each
 
 Existing nos. of shares as on March 31, 2008 146,185,914
 
 Add: Shares to be allotted on conversion of outstanding FCCBs
 31,543,592
 
 Add : Maximum no. of shares to be allotted on exercise of all ESOPs
 3,519,295
 
 Fully diluted no. of equity shares on conversion of FCCBs and
 181,248,801 exercise of ESOPs
 
 Subsidiaries
 
 Brief particulars of each of the subsidiaries are given below:
 
 1.  Jubilant Biosys Limited - A subsidiary of your Company, this
 company provides Discovery Informatics products and services and
 collaborative drug discovery services that include pre-clinical,
 in-vivo and in- vitro services. It also provides discovery research
 services. Your Company currently holds 66.98% of the equity of Jubilant
 Biosys.
 
 During the financial year 2007-08, this Company has built new
 capabilities in area of Drug Metabolism Pharmokinetics, Initial
 Validation Target Inhibition and high thruput screening. The addition
 of these capabilities made it as full fledged integrated player in
 early drug discovery phase. It has entered into a first of its kind
 drug discovery collaboration in India with a major pharmaceutical
 company in the US.  In addition to the existing Eli Lilly order, it has
 signed contracts with Forest Lab and also executed successfully
 integrated programme for Millennium Pharma.
 
 2.  Jubilant Chemsys Limited - This wholly owned subsidiary of your
 Company offers medicinal chemistry services to drug discovery companies
 based out of US, Europe and Japan on Full Time Equivalent or molecule
 basis. It also works closely with Jubilant Biosys in collaborative drug
 discovery research services area.
 
 During the financial year 2007-08, it successfully enhanced its
 operational capacity from 75 to 275 Fumehoods by creating new
 state-of-art facility. It also created Library synthesis and small
 multi gram scale up capabilities during the year.
 
 3.  Clinsys Clinical Research Limited - This wholly owned subsidiary of
 your Company offers a broad range of clinical research services to
 pharmaceutical and biotechnology companies in support of Phase I - IV
 drug development. Its services include project management, monitoring,
 regulatory consultancy, data management and bio-statistical support. It
 has 52 bed clinical pharmacology facility in Noida, occupying 34000 sq.
 feet, has its own ISO 15189 accredited Clinical Pathology Laboratory,
 Bio-analytical Laboratory units under one roof to perform all the
 operations from protocol development to final Clinical Study Report.
 
 It has also initiated Phase II and Phase III clinical studies in
 patients covering approximately 40 hospital sites across India in
 cardiovascular and oncology therapeutic areas. The bio-studies
 conducted at its unit have been approved by European Regulatory
 Authorities and US FDA.
 
 4.  Jubilant Infrastructure Limited - This wholly owned subsidiary of
 your Company has set up Special Economic Zone (SEZ) for Chemicals in
 Gujarat. About 107 hectares land has been taken on 99 years lease from
 GIDC in Bharuch District, Gujarat and the Government of India has
 notified the SEZ in February 2008.
 
 5.  Clinsys Holdings, Inc. - This Delaware, USA corporation, was
 earlier held to the extent of 100% by your Company. However, during the
 year, 68.3% capital was issued to Jubilant Pharma Pte. Ltd., a wholly
 owned subsidiary of your Company, and balance, being 31.7%, continues
 to be held directly by your Company. This company is still a wholly
 owned subsidiary of your Company. This Company holds 100% capital of
 Clinsys Clinical Research, Inc. and HSL Holdings Inc.
 
 6.  Clinsys Clinical Research, Inc. - This Delaware, USA corporation,
 is a wholly owned subsidiary of Clinsys Holdings, Inc. and is a
 therapeutically focused full service clinical research organization.
 This Company has expertise in a wide range of highly specialized
 therapeutic areas including oncology, cardiovascular, central nervous
 system, respiratory, dermatology, and allergy/immunology. It is
 offering broad range of clinical research services to pharmaceutical
 and biotechnology companies in support of Phase II - IV drug
 development including project management, medical and clinical
 monitoring, patient and investigator recruitment, site management,
 biostatistics, data management, drug safety, quality assurance,
 regulatory affairs and medical writing.
 
 This Company also offers professional staffing solutions and innovative
 partnering programs for the life sciences industry via its staffing
 division Targeted Clinical Staffing Solutions.
 
 7.  Jubilant Pharma Pte. Ltd. - This wholly owned subsidiary, is
 incorporated in Singapore. This Company has made investments in Cadista
 Holdings Inc., Clinsys Holdings, Inc. and Jubilant Organosys (Shanghai)
 Ltd. It also has Cadista Pharmaceuticals (UK) Limited as its wholly
 owned subsidiary.
 
 8.  Cadista Holdings Inc. - This Delaware, USA corporation, is a
 subsidiary of Jubilant Pharma Pte. Ltd.  which holds 75% capital of
 this Company. This Company holds 100% capital of Cadista
 Pharmaceuticals Inc.
 
 9.  Cadista Pharmaceuticals Inc. -This Delaware, USA corporation, is a
 wholly owned subsidiary of Cadista Holdings Inc. This Company is a
 generic pharmaceutical company having US FDA approved manufacturing
 facility in USA.
 
 10.  Jubilant Organosys (USA), Inc. -This Delaware, USA corporation, is
 a wholly owned subsidiary of your Company. It undertakes sales and
 distribution of advance intermediates, fine chemicals, CRAMS and APIs
 in USA.
 
 11.  Jubilant Organosys (Shanghai) Limited - During the year, the
 capital of this wholly owned subsidiary of your Company has been
 transferred to Jubilant Pharma Pte. Ltd. Now, it is a wholly owned
 subsidiary o1 your Company through Jubilant Pharma Pte. Ltd. It
 undertakes sales and distribution of products in China.
 
 12.  Jubilant Pharma N.V - This Belgian company is a wholly owned
 subsidiary of your Company. This Company held 80% capital of
 Pharmaceutical Services Inc. N.V. and PSI Supply N.V. However, during
 the year, it acquired balance 20% in those companies from the other
 shareholder.
 
 13.  Pharmaceutical Services Inc. N.V. -Jubilant Pharma N.V. was
 holding 80% capital of this Belgian company. However, during the year,
 it became wholly owned subsidiary of your Company through Jubilant
 Pharma NV It is engaged in the business of licensing of generic dosage
 forms and offers regulatory affairs services to generic pharmaceutical
 companies for the diverse European market.
 
 14.  PSI Supply N.V - Jubilant Pharma N.V. was holding 80% capital of
 this Belgian company. However, during the year, it became wholly owned
 subsidiary of your Company through Jubilant Pharma N.V. It undertakes
 development and supply of generic dosage forms to European markets.
 
 15.  HSL Holdings Inc. -This Delaware, USA corporation, is a wholly
 owned subsidiary of Clinsys Holdings, Inc. This Company holds 100%
 capital of Hollister Stier Laboratories LLC.
 
 16.  Hollister-Stier Laboratories LLC - This Delaware, USA based
 company, is a wholly owned subsidiary of HSL Holdings Inc. It is
 engaged in contract manufacturing of sterile injectables, having a well
 established and stable Allergy immunotherapy business.  It has
 strengthened your Companys global GRAMS business via entry into the
 high barrier sterile injectables segment.
 
 17.  Jubilant First Trust Healthcare Limited (earlier known as First
 Trust Healthcare Private Limited) - This Company is in the business of
 healthcare and became subsidiary of your Company in May 2007. This
 Company runs hospital and healthcare centers managed by a team of
 successful professional doctors in West Bengal. Your Company currently
 holds 88.17% of equity capital of this Company. This Company holds
 99.68% capital of Asia Healthcare Development Private Limited.
 
 18.  Asia Healthcare Development Private Limited - This Company became
 subsidiary of your Company in March 2008 through Jubilant First Trust
 Healthcare Limited. This Company runs a hospital in Behrampur managed
 by a team of successful professional doctors in West Bengal.
 
 19.  Cadista Pharmaceuticals (UK) Limited -This Company, incorporated
 in England, is a wholly owned subsidiary of your Company through
 Jubilant Pharma Pte. Ltd. for marketing and selling generic dosage
 forms.
 
 PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956
 
 In terms of the exemption granted by the Government of India vide its
 letter dated April 21, 2008, from attaching the Directors Reports,
 Balance Sheets, Profit & Loss Accounts and other particulars of the
 aforesaid subsidiaries, the same have not been attached to this Report.
 
 Voluntary Disclosures
 
 (A) US GAAP
 
 In keeping with the commitment to high standards of Corporate
 Governance, your Company continued voluntarily to compile financial
 statements that conform to US GAAP This year the Company has also taken
 initiative to compile the financial statement as per IFRS.
 
 (B) Corporate Sustainability Report
 
 Your Company, being committed to address environmental issues and
 discharge its corporate social responsibility, is publishing for the
 sixth year in a row, Corporate Sustainability Report, duly audited by
 Ernst & Young, that conforms to Global Reporting Initiative Guidelines
 which is being mailed to all our shareholders.
 
 Human Resource Management
 
 Your Company has a forward-looking Human Resource Development Strategy,
 which focuses on talent management and strengthening of talent pool in
 building leadership across your Company. Systems are aligned to foster
 excellence, empower and enrich employees, recognize creativity,
 innovation and reward performance.
 
 The HR policies are based on best in class practices and are strongly
 linked to the Jubilant values. The global recruitment policies are
 designed to identify top talent and ensure that the Jubilant brand is
 communicated among the target community consistently.
 
 The new Performance Management System uses the leadership competencies.
 These leadership competencies help to identify, develop and push high
 potential talent within the Company.
 
 Your Company through this Performance Management System focuses on
 identifying top performers for whom focused training and development
 plans are designed and executed. Efforts for employee development both
 through classroom training, personal coaching by senior management and
 mentoring has been scaled up. To create an environment of high degree
 of belongingness, a new induction program Parichay has been
 initiated.
 
 Your Company offers to employees a share in the value created by
 organization through the ESOR which fosters a sense of ownership and
 togetherness throughout the Company.
 
 A detailed note on HR policies is given in the Management Discussion &
 Analysis.
 
 Risk Management
 
 An effective risk management framework drives continued economic
 sustainability as it aligns operations & activities of the organisation
 to its vision & values.
 
 Your Company has a strong risk management framework that enables active
 monitoring of the business environment and identification, assessment
 and mitigation of potential internal or external risks.
 
 The senior management team sets the overall tone and risk culture of
 the organization through defined and communicated corporate values,
 clearly assigned risk responsibilities, appropriately delegated
 authority and a set of processes and guidelines. There are laid down
 procedures to inform Board members about the risk assessment and risk
 minimization procedures. Your Company promotes strong ethical values
 and high levels of integrity in all its activities, which in itself is
 a significant risk mitigator.
 
 Further, a perpetual internal audit activity carried out by Ernst &
 Young as internal auditors, also provides us with their independent
 assessment on our risk mitigating measures along with recommendations
 for improvement.
 
 A detailed note on Risk Management is given in the Management
 Discussion & Analysis.
 
 Fixed Deposits
 
 No fresh deposits have been accepted by your Company during the year
 from the public. As on March 31, 2008, your Company had no outstanding
 Fixed Deposits. There were no overdue deposits. There were, however,
 128 unclaimed deposits amounting to Rs. 1.88 million.
 
 Directors
 
 In accordance with the Articles of Association of the Company, Mr. Hari
 S. Bhartia, Dr. J. M. Khanna, Dr. Naresh Trehan and Mr. Ajay Relan
 retire by rotation at the forthcoming Annual General Meeting and, being
 eligible, offer themselves for re-appointment.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings And Outgo
 
 Information relating to Conservation of Energy, Technology Absorption
 and Foreign Exchange Earnings and Outgo required to be made pursuant to
 section 217(1 )(e) of the Companies Act, 1956 read with Companies
 [Disclosure of Particulars in the Report of Board of Directors] Rules,
 1988 is set out as Annexure B and forms part of this Report.
 
 Employees
 
 The particulars of employees, as required under section 217(2A) of the
 Companies Act 1956 read with the Companies (Particulars of Employees)
 Rules, 1975, are given in a separate Statement set out as Annexure C
 and forms part of this Report.
 
 Management Discussion & Analysis
 
 Notes on Management Discussion & Analysis of the financial position of
 the Company have been given separately and form part of this Report.
 
 Auditors
 
 K. N. Gutgutia & Co., Chartered Accountants, Auditors of the Company,
 retire at the ensuing Annual General Meeting and offer themselves for
 re-appointment. They have confirmed that their re-appointment, if made,
 shall be within the limits laid down in Section 224 (1 B) of the
 Companies Act, 1956.
 
 Corporate Governance
 
 A separate section on Corporate Governance is attached to this Report
 as Annexure D. A certificate from the auditors of the Company regarding
 compliance of conditions of Corporate Governance as stipulated under
 clause 49 of the Listing Agreements with Stock Exchanges is enclosed as
 Annexure E. A certificate from the Chairman & Managing Director that
 all Board members and senior management personnel have affirmed
 compliance with the Code of Conduct for the year ended March 31, 2008
 is attached as Annexure F. CEO/CFO certificate is enclosed as Annexure
 G.
 
 Awards and Accolades
 
 The year 2007-08 was a year of awards and accolades. Your Company won
 Golden Peacock Global Award for Excellence in Corporate Governance in
 September 2007. Jubilant was one among the six companies selected
 internationally to get this coveted award.
 
 Close on the heels of above award, your Company in February, 2008, was
 awarded Golden Peacock Global Award for Corporate Social
 Responsibility. Jubilant was among the eight companies selected
 internationally to win this Award.
 
 Jubilant is the only company to win both the above global awards. These
 awards recognize the best Corporate Governance practices, concern for
 society and environment and creation of extraordinary value for
 shareholders by your Company.
 
 During the year, Jubilant also received Greentech Safety Award,
 Greentech Environment Award, Certificate of Commendation from Cll for
 Sustainability performance and was also adjudged finalist by the Bombay
 Stock Exchange for Corporate Social Responsibility. Further, Jubilant
 also received Excellence in Innovation award from Indira College of
 Engineering and Management.
 
 Standard & Poor (S&P), reputed agency of the world, has launched ESG
 India Index 2008 wherein largest 500 NSE listed Indian companies are
 evaluated and ranked on Environment, Social and Governance standards.
 As of December 31, 2007, Jubilant has been ranked at number 6 on these
 parameters, implying that your Company is among the top six companies
 in India.
 
 Certifications
 
 Your Company follows several externally developed initiatives in the
 economic, environmental and social areas. API manufacturing facility at
 Nanjangud has got approval from US Food and Drug Administration.
 Dosage Forms facility at Roorkee has got approval from Medicines and
 Healthcare Products Regulatory Agency, UK, for tablets and capsules.
 Facilities of the Company at Gajraula, Nira, Savli and Nanjangud are
 ISO 9001:2000 certified for Quality Management System. The
 manufacturing facilities are ISO 14001 certified for Environmental
 Management System.
 
 For Occupational Health and Safety at work place, the manufacturing
 facilities are also certified to OHSAS 18001. The Company is signatory
 to Responsible Care initiative of chemical industry. Working with the
 community around our manufacturing units has been a focus area on the
 social front. We try to align our efforts with the Millennium
 Development Goals and make our contribution in every possible manner. 
 
 The Company has been publishing Sustainability Report for the sixth
 year in a row on its performance in the social, environmental and
 economic fronts as per the guidelines of the Global Reporting
 Initiative (GRI). The Company continues its support to the GRI as an
 Organisational Stakeholder. The Company is gearing up to the
 requirements of REACH, a European Directive to continue smooth
 operations in the region.
 
 Investor Services
 
 In its endeavor to improve investor services, your Company has taken
 the following initiatives:
 
 - With a view to communicating on a real time basis, your Company has
 been e-mailing to the shareholders, copies of unaudited financial
 results, press releases and other similar communications soon after
 they are sent to the stock exchanges.
 
 - The Investor Section on the website of the Company www.jubl.com has
 been revamped and enlarged and is more user friendly now.
 
 - A dedicated e-mail id viz. investors@jubl.com for sending
 communications to the Company Secretary has been made effective.
 Members may lodge their complaints or suggestions on this e-mail as
 well.
 
 - The Company has been mailing feedback forms to investors, annually,
 so as to bring about improvement in service level based on responses
 received. The Company has now placed an online Investor Feedback Form
 on its website www.jubl.com under the sub-head Forms under the head
 Investors. You may submit the form electronically.
 
 Material Changes and Commitments Affecting the Financial Position of
 the Company after March 31, 2008
 
 Your Company has entered into an arrangement agreement to acquire
 DRAXIS Health Inc. (DRAXIS), a Canada based corporation, which
 through its wholly owned subsidiary, DRAXIS Specialty Pharmaceuticals
 Inc., is engaged in providing sterile products, non-sterile products
 and radiopharmaceuticals.
 
 Your Company will acquire all the outstanding common shares of DRAXIS
 at a price of US$ 6.00 per share in cash by way of a plan of
 arrangement. The total value of this transaction is approximately US$
 255 million.
 
 The acquisition represents a unique opportunity in the North American
 market, offering entry into the attractive, regulated, high growth and
 high margin radiopharmaceutical business and will strengthen your
 Companys position in the sterile and non-sterile contract
 manufacturing business. The transaction is subject to the customary
 closing conditions and necessary regulatory approvals.
 
 Directors Responsibility Statement
 
 In compliance of Section 217 (2AA) of the Companies Act, 1956, the
 Directors of your Company, based on the representation received from
 management, confirm:
 
 - that in the preparation of annual accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures.
 
 - that the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as on March 31, 2008 and of the profit or loss of the
 Company for the year ended March 31, 2008.
 
 - that the Directors had 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.
 
 - that the Directors had prepared the annual accounts on a going
 concern basis.
 
 Acknowledgments
 
 Your Directors acknowledge with gratitude the co-operation and
 assistance received from the Central and State Government Authorities.
 Your Directors thank the Shareholders, Private Equity Investors,
 Financial Institutions, Banks/other lenders, Depositors, Customers,
 Vendors and other business associates for their confidence in the
 Company and its management and look forward to their continued support.
 
 The Board wishes to place on record its appreciation for the dedication
 and commitment of your Companys employees at all levels, which has
 continued to be our major strength.
 
                                          For and on behalf of the Board
 
 Noida                                                  Shyam S. Bhartia
 April 22, 2008                             Chairman & Managing Director