The Members,
 
 The Board of Directors is pleased to present the 20th Annual Report
 together with the Audited Financial Statements for the year ended March
 31, 2011 compared with previous Financial year as follows:
 
                                                         (Rs. in lacs)
 
 Financial results                        Financial        Financial
                                         Year ended       Year ended
                                     March 31, 2011   March 31, 2010
 
 Sales (net of trade discount)            66,505.14        62,622.66
 
 Other Income                              2,760.44         1,818.78
 
 Profit before depreciation 
 and interest                             10,676.88        11,212.93
 
 Interest and Finance Charges                 41.42            61.16
 
 Depreciation, Amortization 
 and Impairment                            1,078.55         1,046.30
 
 Profit before tax                         9,556.91        10,105.47 
 Provision for tax
 
 - Current tax                              1295.00         1,860.00
 
 - Deferred tax charge                       296.72           259.59
 
 - (Excess) provision for current 
 tax of earlier year                        (61.48)          (18.82)
 
 Profit after tax                         8,026.67         8,004.70
 
 Balance as per last Balance Sheet        1,524.30           904.46 
 – Brought forward
 
 Debit Balance of Profit and Loss 
 Account of Sri Sai Homecare 
 Products Private Limited
 pursuant to Scheme of Amalgamation       (128.55)             –
 
 Balance available for appropriations     9,422.42         8,909.16
 
 Appropriations:
 
 Final Dividend on Equity Shares           4031.60         2,902.75
 
 Corp. Dividend Tax                         654.03           482.11
 
 Transfer to General Reserve               2000.00         4,000.00
 
 Balance Carried Forward 
 (Profit and Loss Account)                 2736.79         1,524.30
 
 Earning Per Share 
 (Basic and Diluted)                         10.35            11.03
 
 Dividend Per Share                           5.00             4.00
 
 Performance
 
 During the financial year ended March 31, 2011, the Company recorded
 Sales (net of trade discount) at Rs. 66,505.14 lac compared to Rs.
 62,622.66 lac in the previous financial year. In the financial year
 under review, Profit before Tax stood at Rs. 9,556.91 lac compared to Rs.
 10,105.47 lac in previous financial year.
 
 The Sales (net of trade discount) in Financial Year under review had
 grown by 6.2% compared to the previous year. The sales of soaps and
 detergents grew @ 13.50%, however, the sales in homecare segment
 declined by 10.2% due to adverse climatic condition in Eastern Uttar
 Pradesh, Bihar & Jharkhand and heavy discounting at whole-sale market.
 The profitability was also adversely impacted due to lower margins in
 case of mosquito repellant category, general increase in labour and
 other costs and substantial increase in Advertisement and Sales
 Promotion Costs at Rs. 5378 lac up by Rs. 1595 lac over previous year.
 
 During the Financial Year 2010-11, Indian economy continued to be
 impacted by high rate of inflation. The measures taken by the
 Government and the Reserve Bank of India to stem the same have impacted
 the rate of growth and resulted into increased cost and contraction of
 credit. Consequently, the growth in industrial activity and non-food
 demand from consumers de-accelerated while cost pressures affected the
 profitability. In the circumstances, the performance of the Company
 during the Financial Year has been satisfactory.
 
 Dividend
 
 For the financial year under review, the Board is pleased to recommend
 a dividend @ Rs. 5/- per equity share of face value of Re.1/- each, (i.e.
 500% of face Value of Equity Shares), aggregating to Rs. 4031.60 lac.  In
 the previous financial year, the Board had recommend and paid a
 dividend @ Rs. 4.00 per equity share of face value of Re.1/- each,
 (i.e.400% of face Value of Equity Share), aggregating to Rs. 2902.75 lac.
 
 The dividend will be paid to eligible members after its approval by the
 Members in the ensuing Annual General Meeting
 
 Qualified Institutional Placement
 
 During the year, the Company has issued 80,63,200 Equity Shares of
 Re.1/- each at a premium of Rs. 281.62 per equity share to Qualified
 Institutional Buyers in terms of Chapter XIII A of the Securities &
 Exchange Board of India (Disclosure and Investor Protection)
 Guidelines, 2000. Consequently, the paid-up share capital of the
 Company has increased from 72568800 Equity Shares of Rs. 1/- each to
 80632000 equity shares of Rs. 1/- each.
 
 Utilization of QIP Proceeds
 
 The Audit Committee and the Board of Directors of the Company have
 taken on record the following statement of utilization of the proceeds
 of the amounts raised by the Company consequent to the issue of 8063200
 Equity Shares of Re.1/- each at a premium of Rs. 281.62 per equity share
 to Qualified Institutional Buyers in terms of Chapter XIII A of the
 Securities and Exchange Board of India (Disclosure and Investor
 Protection) Guidelines, 2000.
 
                                                          (Rs. in Lac)
 
 Sr.  Particulars                                     Amount
 No.
 
 1    Gross proceeds                               22,788.22
 Less: Expenses incurred                              644.29
 
 2    Net Proceeds                                 22,143.93
 Utilization
 
 1 Investment in Henkel India Limited               6,073.09
 
 2 Fixed Deposits / Corporate 
 Deposits with Banks                               16,070.84
 Total Utilization                                 22,143.93
 
 The unutilized funds are planned to be invested in acquisition of
 Henkel India Limited.
 
 New Developments Henkel India Limited
 
 - The Company has acquired 1,73,51,686 equity shares of Rs. 10/- each of
 Henkel India Limited (HIL) from Tamilnadu Petroproducts Limited @ Rs.
 35/- per Equity Share. The Company plans to acquire all the equity and
 preference shares, currently, held by Henkel AG & Co., KGaA, Germany
 and also to make open offer to public shareholders to acquire
 additional 20% Equity Share Capital of HIL. The equity shares of HIL
 are listed on Bombay, Madras and Calcutta Stock exchanges.
 
 Household Insecticide:
 
 - The Company has introduced variety of products made out of technology
 DEPA, a repellant formulation for protection from all blood sucking
 insects and mosquitoes from DRDO (Defence Research and Development
 Organisation), Ministry of Defence, Government of India. This
 technological products enables the Company to manufacture and market
 the products in India including to armed forces, and to many countries
 abroad. The repellant cream and wipers were also launched in the market
 during the year.
 
 Surface Cleaning:
 
 - Products like dish-wash bar, liquid and scrubbers were launched at
 all India level in the last quarter of the previous financial year.
 
 - Exo Dish Shine in round format was launched which was accepted well
 by market
 
 Management Discussion and Analysis Report:
 
 Management''s Discussion and Analysis Report is attached and forms part
 of this Directors Report.
 
 Corporate Governance:
 
 As per Clause 49 of the Listing Agreement with the stock exchanges, a
 Section on Corporate Governance is presented separately and forms part
 of this Report.
 
 Subsidiary Companies
 
 The Central Government has vide its letter No. 47/45/2001 – Cl. III
 dated 09.02.2011 exempted the Company from attaching Annual Accounts
 and other documents in respect of its subsidiaries to the Annual Report
 of the Company for the year ended March 31, 2011. As required vide
 above letter, statement in respect of each of the subsidiary, giving
 details of capital, reserves, total assets and liabilities, details of
 investments, turnover, profit before taxation and proposed dividend is
 attached to the Consolidated Balance Sheet. Annual Accounts of the
 subsidiary companies and the related detailed information will be made
 available to the shareholders of the Company, seeking such information
 and will also be available for inspection at the Registered Office of
 the Company.
 
 Jyothy Fabricare Services Limited
 
 Members are aware that the Company had started a new Value Added
 Service in fabric care segment to provide World class laundry at
 affordable price at your door step and other related services through
 its subsidiary company namely Jyothy Fabricare Services Limited (JFSL).
 A world-class facility equipped with world class machinery and
 equipments most updated technology, supported by a robust IT structure
 and housed in an area of 70,000 square feet built on 2 acres of land at
 Doddaballapur, near Bengalore, Karnataka, became operational in
 November 2009. JFSL is providing fabric care services under various
 brands namely JFSL Corporate, Fabric Spa, JFSL rentals, Fabric spa busy
 easy and Snoways.
 
 Subsequent to the close of the Financial Year, the Company has acquired
 control over following companies engaged in business of laundry and
 related services which would extend its presence to Delhi and Mumbai:
 
 - Diamond Fabcare Private Limited, Delhi (Wardrobe) with 64 outlets,
 and
 
 - Akash Cleaners Private Limited, Mumbai (Akash) with 4 outlets.
 
 Tara India Fund IV Trust has consented to fund the future expansion of
 this business, by agreeing to provide up to Rs. 100/- Crore in Equity
 
 / Convertible Instrument of which the first trench of Rs. 50 Crore is
 likely to be received by end June 2011. This investment values JFSL
 business at Rs. 400 Crore.
 
 Amalgamation
 
 The process of amalgamation of Sri Sai Homecare Products Private
 Limited, a wholly owned subsidiary company with the Company with effect
 from April 1, 2010, was over on January 28, 2011, when Bombay High
 Court passed the Order approving Scheme of Amalgamation. The said
 Company has now merged with the Company.
 
 Employee Relations
 
 Employee relations remained cordial during the year under review.
 
 Fixed Deposits
 
 The Company did not take any fixed deposits from the public and no
 fixed deposits were outstanding or unclaimed as on March 31, 2011.
 
 Directors
 
 In accordance with the requirements of the Companies Act, 1956, and the
 Articles of Association of the Company, Mr. K. P. Padmakumar and Ms.
 Bipin R. Shah, Directors of the Company are due to retire by rotation
 at the ensuing Annual General Meeting of the Company and being eligible
 have offered themselves for re-appointment. The Board recommends their
 re-appointment.
 
 The tenure of Ms. M. R. Jyothy as Whole-Time Director will come to an
 end on November 30, 2011. The Board has approved her re-appointment as
 stated in the Notice for the 20th Annual General Meeting, scheduled to
 be held on August 29, 2011 and explanatory statement attached thereto.
 
 Auditors
 
 M/s. S. R. Batliboi & Associates, Chartered Accountants, Mumbai, having
 registration number 101049W, Statutory Auditors of the Company,
 continue to hold office until conclusion of the Twentieth Annual
 General Meeting and being eligible offer themselves for re-appointment.
 
 A certificate has been received from the Auditors to the effect that
 their appointment, if made, would be within the limits prescribed under
 Section 224 (1B) of the Companies Act, 1956. The Auditors have advised
 that they have subjected themselves to the peer review process of the
 Institute of Chartered Accountants of India (ICAI) and hold a valid
 certificate issued by the Peer Review Board of the ICAI.
 
 Directors Responsibility Statement:
 
 Pursuant to requirements of Section 217(2AA) of the Companies Act,
 1956, your Directors confirm that:
 
 1.  in the preparation of the annual accounts for the financial year
 ended March 31, 2011, the applicable accounting standards have been
 followed;
 
 2.  the Directors have selected such accounting policies and applied
 them consistently and made judgements 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 at March 31, 2011 and of the Profit of the Company
 for the financial year ended on that date;
 
 3.  the Directors have taken proper and sufficient care in 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;
 
 4.  the Directors have prepared the annual accounts for the financial
 year ended March 31, 2011 on a ''going concern'' basis.
 
 Consolidated Financial Statements
 
 In accordance with Accounting Standard 21, issued by the Institute of
 Chartered Accountants of India, Consolidated Financial Statements have
 been provided in the Annual Report. These Consolidated Financial
 Reports provide financial information about your Company and its
 subsidiaries as a single economic entity. The Consolidated Financial
 Statements form part of this Annual Report.
 
 Conservation of Energy and Technology Absorption
 
 With regard to the requirements of 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, the Company has nothing
 specific to report.
 
 Foreign Exchange Earnings and Outgo
 
                                                         (Rs. in Lacs)
 
 Particulars                                 2010-11        2009-10
 
 Foreign exchange earnings                    699.88         732.42
 
 Foreign exchange outgo                       375.56         590.89
 
 Particulars of Employees
 
 Particular of employees as required under Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975, as amended and forming part of the Directors'' Report for
 the year ended March 31, 2011 are attached to this report.
 
 Risk and Concerns
 
 The high rate of inflation, continue to cause anxiety about the growth
 of Indian economy and the performance of the Corporate including FMCG
 sector.
 
 We believe that the Company operates in certain segments of FMCG space
 where demand for the Company''s products is driven more by needs and may
 be impacted more by weather conditions and colour trends in wearing
 apparels. To some extent, the Company is protected from pressures like
 slow down of economy due to small unit values of consumer packs of its
 products. The Company continues to promote usage of white apparels,
 widen its products range, introducing new variants of its products,
 brand extensions, create awareness and communicate utility value of its
 products to consumers through mass media advertisements and increasing
 geographical reach of its products.
 
 The Company would continue to try to protect profitability by
 containing cost increases through greater efficiency in operation and
 judicious increase in prices. During the year, the Company was forced
 to increase the price of its flagship brand ''Ujala'' due to increase in
 prices of raw materials.
 
 The Company is perceived to depend for Turnover and Profits on a few
 products and that any adverse movement in sale or profitability of such
 products may compromise its performance. The Company is alive to the
 matter and has been continuously extending its products range and
 geographical reach within India and squeezing cost through greater
 operational efficiency without any compromise in quality. The Company
 plans to acquire controlling stakes in Henkel India Limited with the
 objective to broad base its product range and consumers and to grow
 inorganically as well.
 
 The management will continue to monitor the risks concerning the
 Company and will respond appropriately to every situation.
 
 Internal Control Systems and Its Adequacy
 
 The Company has adequate internal control systems and procedures in
 place for effective and smooth conduct of business and to meet
 exigencies of operation and growth. The key business processes have
 been documented. The transactions are recorded and reported in
 conformity with generally accepted accounting practices. The internal
 control systems and procedures ensure reliability of financial
 reporting, compliance with the Company''s policies and practices,
 governmental regulations and statutes. Internal Audit is conducted by
 independent firm of auditors. Internal Auditors regularly check the
 adequacy of the system, their observations are reviewed by the
 management and remedial measures, as necessary, are taken.
 
 Cautionary Note
 
 Certain statements in the Management discussion and Analysis section
 may be ''forward-looking''. Such ''forward-looking'' statements are subject
 to risks and uncertainties and therefore actual results could be
 different from what the Directors envisage in terms of future
 performance and outlook.
 
 Acknowledgement
 
 The Board of Directors express their sincere appreciation for the
 contribution and commitment of the employees of the Company and for the
 excellent support provided by the shareholders, customers,
 distributors, suppliers, bankers, media and other service providers,
 during the financial year under review.
 
                           For and on behalf of the Board of Directors 
                                       For Jyothy Laboratories Limited
 
                                                    M. P. Ramachandran 
                                          Chairman & Managing Director 
 Mumbai, May 30, 2011