Dear Members,
 
 The Directors have pleasure in presenting the twenty-third Annual
 Report of your Company with the audited Statement of Accounts for the
 financial year ended March 31, 2011.
 
 Consolidated Results
 
 The highlights of the consolidated financial results of your Company
 and its subsidiaries are as under:
 
                                                (RS. CRORE)
 
                                          Year ended       Year ended
 
                                      March 31, 2011   March 31, 2010 
 
 Income
 
 Net Sales                                     527.6            423.9
 
 Service Income                               6140.7           5150.3
 
 Income from investment activities            1184.9           2075.3
 
 Other Income                                   38.0             11.6
 
                                              7891.2           7661.1
 
 Expenses
 
 Manufacturing, Trading & Direct Expenses     5754.9           5857.7
 
 Personnel Expenses                            882.1            769.1
 
 Administration & Other Expenses               817.5            874.7
 
 Financial Expenses                            112.9             59.1
 
 Depreciation & Amortisation                   203.0            141.1
 
 Funds for Future Appropriations                89.1             45.3
 
                                              7859.5           7747.0
 
 Profit /(Loss) Before Tax                      31.7            (85.9)
 
 Tax Expense                                     9.9              3.4
 
 Profit / (Loss) After Tax                      21.8            (89.3)
 
 Minority Interest                             (13.1)            17.7 
 
 Profit/(Loss) after tax, (after adjusting
 Minority Interest)                              8.7            (71.6)
 
 The year 2010-11 proved to be another year of high performance for your
 Company and its subsidiaries. During financial year 2010-11, the
 consolidated Group revenue was Rs 7,891.2 crore, representing a growth
 of 3% over the previous year, while the operating revenue stood at Rs.
 6,668.3 crore, an increase of 20% over the previous year. The group
 turned profitable on a consolidated basis, posting net profit after tax
 (adjusting for minority interest) at Rs. 8.7 Crore in 2010-11, against
 a net loss of Rs 71.6 crore in the previous year. The turnaround was
 primarily on account of MNYL profitability, owing to higher renewal
 income and stringent cost management initiatives. A brief update on the
 business achievements of your Company''s key operating subsidiaries is
 as below:
 
 (i) Max New York Life Insurance Company Limited
 
 Financial Year 2010-11 was a year of continuing growth for Max New York
 Life Insurance Company Limited (MNYL). During the year under review,
 total revenue (first year premium   renewal premium) increased by 20%
 to Rs.5,813 crore; renewal premium recorded a growth of 25% to Rs.3,751
 crore; first year premium recorded a growth of 11% to Rs.2,062 crore.
 Individual adjusted first year premium (adjusted for single pay), which
 MNYL believes is the true barometer of new business performance of a
 life insurance company, was Rs.1,724 crore, recording a growth of 9%.
 MNYL''s market share among the private players based on adjusted first
 year premium went up by 200 bps to 7.5%.  Sum assured recorded a growth
 of 26% to Rs.1,54,687 crore. At 81%, MNYL''s conservation ratio remained
 one of the best in the industry. Cost ratio improved from 42% to 38%
 due to the impact of cost management initiatives taken during the year.
 Profit after tax went up by more than 12 times to Rs.283 crore. Assets
 under management recorded a growth of 37% to Rs.13,836 crore. MNYL
 maintained more than double the stipulated solvency margin at 365%.
 
 During the year under review, MNYL launched a range of ULIPs, designed
 to meet specific needs of different customers like Shiksha Plus II,
 Shubh Invest and Flexifortune. MNYL also launched ''College Plan'' - a
 traditional guaranteed money back plan, which helps customers create a
 corpus for their child''s higher education.
 
 During 2010-11, MNYL took an important step towards evolving a more
 comprehensive multi-channel distribution network with the corporate
 agency agreement with Axis Bank – the third largest private sector bank
 in the country.  This channel became active in May 2010 and provided
 MNYL with a strong national bancassurance relationship.  With around
 1,400 branches across more than 600 locations, it was expected that the
 relationship with Axis Bank will provide MNYL access to a relatively
 large number of new customers. This expectation has been achieved. By
 March 2011, MNYL had sold more than 1 lakh policies through this new
 relationship. It is the first and only Indian life insurance company to
 have been awarded the CII- EXIM Bank Commendation Certificate for
 ''Strong Commitment to Excel'' for three consecutive years from 2008 to
 2010.
 
 In terms of first year premiums, the regional distribution across India
 has become more equitable. West contributed 29%, North 28%, South 25%
 and East 18%.
 
 During 2010-11, traditional products gained greater share in MNYL''s
 product mix. In fact, the share of traditional plans in total revenue
 increased from 30% in 2009-10 to 39% in 2010-11, while that of ULIPs
 decreased from 70% to 61% over the same period. MNYL''s assets under
 management grew by 37% to Rs.13,836 crore as on 31 March 2011, which
 comprised roughly 60% debt and 40% equity.
 
 During the period under review, MNYL has made significant progress.
 Today, MNYL is not only one of the most recognised brands in the life
 insurance segment, but also across the Indian corporate sector as a
 whole. The brand awareness score touched an all time high of 98% in
 March 2011. This is a significant 11 percentage point jump over March
 2010. With this development, the brand is now ranked fourth among all
 private insurance players.
 
 (ii) Max Healthcare Institute Ltd:
 
 Max Healthcare Institute Ltd. (MHC) provides comprehensive, integrated
 and international class healthcare services with state-of-art
 infrastructure designed in accordance with international norms. MHC
 operates six super-specialty and multi-specialty hospitals and two
 specialty medical centres located in New Delhi and the surrounding NCR
 region offering services in over 30 medical disciplines. MHC is
 implementing its second phase of expansion which widens operations
 beyond Delhi/ NCR to other parts of North India in addition to
 expanding the existing network in the NCR.
 
 During the fiscal 2010-11, MHC continued to progress along its long
 term growth roadmap. It also significantly expanded its infrastructure
 and manpower, and expanded capabilities to capture the growing
 opportunities in the high quality Indian healthcare space. Its new 200
 bed Max Super Speciality Hospital, Shalimar Bagh, is stated to become
 operational in October 2011. The 100 bed Max Super Speciality Hospital,
 Dehradun will become operational in Q4, 2011-12. In addition, MHC has
 been allotted land by Government of Punjab under Public Private
 Partnership (PPP), to set up two 200 bed Super Speciality Hospitals at
 Bhatinda and Mohali, to be launched in October, 2011.
 
 During the year under review, revenue across the network of hospitals
 grew by 28% to Rs.685 crore in 2010-11, average revenue per occupied
 bed day increased by 6% to Rs. 21,558. EBIDTA margin rose from 4.4% in
 2009-10 to 7.6% in 2010-11. Average operational beds increased by 23%
 from 751 in 2009-10 to 926 in 2010-11, with the new blocks of
 Patparganj and Saket getting fully operational. The incremental
 capacity across all MHC''s healthcare facilities reduced from 73% in
 2009-10 to 68% in 2010-11 in a relative sense, although total beds
 occupied continues to show an upward trend. Average length of stay was
 3.56 days in 2010-11.
 
 As on March 31, 2011, MHC has approximately 1,250 doctors, 1,725 nurses
 and 1,840 para-medical and other staff across the network of hospitals.
 There is a registered patient base of 11.42 lakh patients with an
 average of approximately over 250,000 patient transactions per month.
 
 (iii)Max Bupa Health Insurance Company Limited:
 
 Max Bupa Health Insurance Company Limited (MBHI) was formed in
 September 2008. With a purpose to build long- term healthcare
 partnerships and provide expertise for life, MBHI is working towards
 helping people live longer, healthier and more successful lives.
 
 During the fiscal 2010-11, total market for health insurance premium in
 India was Rs.11,137 crore - a 34% growth over 2009-10. The share of
 health insurance in overall general insurance in India has increased
 from 22% in 2009-10 to 26% in 2010-11. The industry is expected to
 continue with rapid growth. Analysts estimate growth at a CAGR of 25% -
 30% till 2014-15, to become a Rs. 28,000 crore market. MBHI has grown
 from 400 to 700 employees in 2010-11, as it enters into the next phase
 of accelerated growth.
 
 The period for the financial year 2010 -11, was the first full year of
 MBHI''s business operations. It was a year of learning, development and
 growth. MBHI completed 2010-11 with over 46,000 lives under cover.
 Gross written premium (GWP) was Rs.25 crore. The provider network grew
 to 750, spanning over 200 cities in India.
 
 MBHI launched the Heartbeat Family First in 2010-11, a first of its
 kind product designed especially for the extended Indian Joint Family
 and it was later awarded the ''Best Product Innovation Award for 2011''
 from the India Insurance Review.
 
 (iv)Max Neeman Medical International Limited:
 
 Max Neeman Medical International Limited (MNMI) is a value added
 contract research organization (CRO) that provides a broad range of
 clinical research services to global pharmaceutical, device and
 biotechnology companies. It also collaborates with other CROs in
 providing a variety of services.  Estimates suggest that the Indian
 clinical trials industry will reach US$ 1.3bn by 2012.
 
 During the period under review, MNMI had a team of over 210 clinical
 research coordinators and associates with a pan – India presence across
 22 cities which gives MNMI access to patents and investigators sites
 for various therapeutic areas.  MNMI has conducted studies over 2,700
 subjects in Phase-I and Phase-II studies and over 11,000 subjects in
 Phase –III Studies.  For Phase-IV, which started recently MNMI has
 enrolled more than 20,000 subjects in the first year alone. An
 automated workflow process ensures efficient and accurate data
 management. With its high quality operating standards, MNMI
 successfully provided services to 32 clients over 64 new studies during
 2010-11.
 
 In fiscal 2010-11, revenues increased from Rs. 18.7 crore in 2009- 10
 to Rs. 24.1 crore in 2010-11, while PBT grew to Rs. 4.5 crore in
 2010-11 against Rs. 2.2 crore in 2009-10. MNMI continues to increase
 its client base. It added 20 new clients during 2010-11 taking the
 total client base to 77. The employee count increased from 270 at the
 end of 2009-10 to over 320 at the end 2010-11.
 
 Standalone Results
 
 The highlights of the stand-alone financial results of your
 
 Company are as under:
 
                                                 (RS. CRORE)
 
                                          Year ended       Year ended 
                                      March 31, 2011   March 31, 2010 
 Income
 
 Gross sales                                   456.0           362.7
 
 Less: Sales return                             (3.4)           (2.4)
 
 Discount                                       (4.5)           (3.8)
 
 Excise Duty                                   (31.1)          (23.4)
 
 Net sales                                     417.0           333.1
 
 Income from Investment Activities              45.9            21.9
 
 Other income                                   23.1             3.7
 
                                               486.0           358.7 
 
 Expenditure
 
 Manufacturing and other expenses              439.0           329.0
 
 Financial expenses*                            67.2            14.5
 
 Depreciation and amortization                  14.6            12.6
 
                                               520.8           356.1
 
 Profit/(loss) before tax                      (34.8)            2.6
 
 Tax expense                                     7.3             3.2
 
 Profit/(Loss) After Tax                       (42.1)           (0.6)
 
 * Includes Rs. 62.6 Crore (Previous Year Rs. 3.5 Crore) on account of
 interest on 12% Compulsorily Convertible Debentures(CCDs) which has
 been converted into equity shares on June 10, 2011. The said interest
 has resulted in a cash loss of Rs 27.5 crore during the current year.
 The interest on CCDs is thus non recurring in nature.
 
 Fiscal 2010-11 was a year of consolidation for Max Speciality Films
 (MSF), the Speciality Packaging Manufacturing division of Max India
 Limited. Its plant at Railmajra, near Chandigarh, is accredited with
 ISO 9001:2000 for quality standards, ISO 14001:2004 for environmental
 standards and has also received OHSAS 18001: 1999 certification for
 occupational health and safety. 2010-11 has been a year of transition
 for MSF as it successfully commissioned a new state-of-the-art high
 speed BOPP Film Production Line of 22,000 TPA in March 2011 with an
 investment of Rs.145 crore. The new line was commissioned in record
 time of 13 months. With this expansion, MSF''s production capacity has
 gone up from 30,000 TPA to 52,000 TPA, making it the third largest
 producer of BOPP films in India. In addition, MSF commissioned its
 fourth Metalliser in October 2010.
 
 During the period under review, installed capacity of BOPP in India
 grew by 22% due to attractiveness of the domestic market and export
 opportunities. BOPP consumption continues to witness a robust growth
 rate of 18% to 20% per annum in India and 6% to 7% globally. MSF''s
 sales turnover was Rs.456 crore in 2010-11 against Rs.363 crore in
 2009-10. Net revenues increased by 25% from Rs.333 crore in 2009-10 to
 Rs.417 crore in 2010-11. Despite a 22% increase in overall industry
 capacity, MSF''s operating margin (EBIDTA to net sales) was maintained
 at 12.7% in 2010-11. Consequently, EBIDTA increased by 23% to Rs.53
 crore in 2010-11. PBT increased by 76% to Rs.36 crore.
 
 MSF maintained high production efficiencies and all its BOPP production
 and metallisation lines achieved 100% capacity utilisation. It achieved
 volume growth of 103% in thermal film sales. Exports registered growth
 of 108%. The total number of employees as on 31 March 2011 was 455.
 
 In the year 2010-11, MSF won the prestigious ''IndiaStar'' awards for six
 products for innovative design and development in packaging from Indian
 Institute of Packaging. It also won the ''World Star'' award from the
 World Packaging Organisation for a new product.
 
 Dividend
 
 In view of the loss incurred by the Company and considering the funding
 requirements of the underlying businesses, your directors do not
 recommend any dividend.
 
 Approval for increase in Directors
 
 During the year under review, your Directors obtained the approval of
 the Central Government to increase the number of Directors of the
 Company from twelve to fifteen.
 
 Directors
 
 Your Directors are pleased to inform the following:
 
 The Board of Directors in its endevour to address the growing needs of
 the Max India Group, a complex business environment as also the growth
 potential of our various businesses, appointed Mr. Rahul Khosla as the
 Managing Director of the Company. He is expected to assume the office
 on August 18, 2011. Mr. Analjit Singh would relinquish the position of
 Managing Director effective August 18, 2011and shall continue as
 Executive Chairman of the Company effective that date.  Requisite
 approval of the shareholders for the aforesaid appointment of Mr. Rahul
 Khosla as Managing Director and payment of remuneration are being
 sought at the ensuing Annual General Meeting.
 
 Mr. Leo Puri, a Director nominated by Warburg Pincus group resigned
 from the Directorship of the Company effective June 17, 2011. Your
 Directors place on record, their appreciation for the valuable
 contribution made by Mr. Leo Puri during his association with the
 Company.
 
 In accordance with the provisions of the Act and the Articles of
 Association of the Company, Mr. Anuroop Singh, Mr. N.C.  Singhal, Dr.
 Subash Bijlani, Mr. Aman Mehta and Mr. Ashwani Windlass retire by
 rotation at the ensuing Annual General Meeting and are eligible for
 re-appointment. Mr. Vishal Bakshi was appointed as an Alternate
 Director effective February 11, 2011 to Mr. Sanjeev Mehra, nominee
 director of Xenok Limited, a wholly owned subsidiary of GS Capital
 Partners VI Fund, LP, controlled by Goldman Sachs Group.
 
 Increase in paid up share capital of the Company
 
 During the year under review, the paid up equity share capital of the
 Company stood increased from Rs. 46.50 crore to Rs.  46.48 crore
 arising from allotment of 109,677 equity shares of Rs. 2/- each under
 the ''Employee Stock Plan 2003''.
 
 As of the date of this Report, the paid up equity share capital of the
 Company stood further increased to Rs. 52.91 crore arising from
 following:
 
 (i) Allotment of equity shares on conversion of Compulsorily
 Convertible Debentures to Xenok Limited
 
 The Company allotted 24,079,700 equity shares of Rs.2/- each at a
 premium of Rs. 214.75/- per equity share, on conversion of 6,019,925
 Compulsorily Convertible Debentures of Rs. 867/- each (CCDs) to Xenok
 Limited, a wholly owned subsidiary of GS Capital Partners VI Fund,
 L.P., on June 10, 2011. With the aforesaid allotment, the paid up share
 capital of the Company stood increased to Rs. 51,31,28,220/-, effective
 that date.
 
 (ii) Conversion of Promoter Warrants
 
 Dynavest India Private Limited (''Dynavest''), a company forming the
 Promoter Group exercised its right to convert 2,000,000 Promoter
 Warrants of Rs. 867/- each into 8,000,000 equity shares of Rs. 2/- each
 at a premium of Rs.  214.75 per equity share by paying the full warrant
 consideration of Rs. 173.4 crore. Your Board allotted 8,000,000 equity
 shares of Rs. 2/- each on August 4, 2011 to Dynavest. With the
 aforesaid allotment, the paid up share capital of the Company stood
 increased to Rs. 52,91,28,220/-, effective that date.
 
 Business Investments
 
 The Company made an additional investment of Rs. 53.39 crore towards
 equity contribution in MHC during year under review, taking the total
 equity contribution in MHC to Rs. 219.49 crore as of March 31, 2011.
 Further, the Company contributed an amount of Rs. 100 cores towards
 subscription to Compulsorily Convertible Preference Shares (CCPS) of
 MHC as of date.
 
 Your Directors have already approved acquisition of 47,617,924 equity
 shares of Rs. 10/- each of MHC constituting the entire shareholding of
 16.37% held by the entities forming part of Warburg Pincus group at an
 acquisition price of Rs. 29.40 per share for a total consideration of
 Rs. 140 crore, subject to requisite approvals. The Company expects to
 conclude aforesaid transaction on or before December 15, 2011. With
 this acquisition, your Company''s equity shareholding in MHC would stand
 increased to 91.84%.
 
 During the year under review, your Company also made a further
 investment of Rs.88.80 crore in MBHI. With this, the total equity
 contribution by the Company in MBHI stood increased to Rs.200.54 crore
 as of March 31, 2011.
 
 Your Company also made a further investment of Rs. 5.92 crore in MNYL
 taking the total investment in MNYL to Rs.1466.51 crore as of March 31,
 2011.
 
 Management Discussion & Analysis
 
 A review of the performance of businesses, including those of your
 Company''s joint ventures and subsidiaries, is provided in the
 Management Discussion & Analysis.
 
 Fixed Deposits
 
 Your Company has not accepted/renewed any deposit up to the date of
 this Report.
 
 Employee Stock Option Plan
 
 (i) Your Company had instituted an ''Employee Stock Plan 2003'' (''2003
 Plan''), which was approved by the Board of Directors in August 2003 and
 by the shareholders in September 2003.  The 2003 Plan provides for
 grant of stock options aggregating not more than 5% of number of issued
 equity shares of the Company to eligible employees and directors of the
 Company.  The 2003 Plan is administered by the Remuneration Committee
 appointed by the Board of Directors. During the year under review,
 1,09,677 Options were vested and upon exercise 1,09,677 equity shares
 of Rs. 2/- each for cash at par were allotted. Your Company also
 granted 10,000 Options to certain directors during the year under
 review.
 
 (ii) The particulars of options granted, as on the date of this report,
 under the aforesaid stock option plan as required under SEBI (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999 are given below:
 
 Sl. 
 No. Description                                     2003 Plan
 
 (a) Total number of options granted till 
 
 March 31, 2011                                      28,46,500
 
 (b) The pricing formula                             Rs. 2/- per share
 
 (c) Number of options vested till
 
 March 31, 2011                                      12,27,714
 
 (d) Number of options exercised till
 
 March 31, 2011                                      12,27,714
 
 (e) Total number of shares arising from
 
 exercise of options                                 12,27,714
 
 (f) Number of options lapsed/forfeited
 
 till March 31, 2011                                  3,00,005
 
 (g) Variation in terms of options                           -
 
 (k) Money realized by exercise of options 
 (Rs. Crore)                                              0.25
 
 (l) Total number of options in force as on date     13,18,781
 
 (m) Number of options granted to senior 
 management including directors in FY 2010-11           10,000
 
 (n) Employees holding 5% or more of the total 
 number of options granted during the year                None
 
 (o) Employees granted options equal to or 
 exceeding 1% or more of the issued capital
 during the year                                          None
 
 The diluted earning per share was Rs. (1.81) for the financial year
 ended March 31, 2011. The diluted earning per share for the previous
 year was Rs. (0.03).
 
 (iii) In respect of stock options granted till March 31, 2011 under the
 2003 Plan, the Company has calculated employee compensation cost using
 intrinsic value of the stock options. Accordingly, an amount of Rs.
 44.22 crore has been recognized as total compensation charge for grants
 made in October 2003, March 2005, December 2005, June 2006, November
 2008, January 2009, September 2009, January 2010 and June 2010, out of
 which, in the current financial year, Rs. 15.31 crore has been taken to
 the Profit and Loss account as expense. The additional details required
 to be disclosed in accordance with SEBI (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999 relating to the
 2003 Plan are given below:
 
 a) The employee compensation cost based on fair value of stock options
 granted in October 2003, March 2005, December 2005, June 2006, November
 2008 January 2009, September 2009, January 2010 and June 2010 under the
 2003 Plan is Rs. 44.28 crore, out of which, in the current financial
 year. Rs. 15.38 crore would have been recognized as compensation cost
 if the Company had used fair value basis instead of adopting intrinsic
 value basis of accounting for these stock options.
 
 b) On fair value basis of recognizing the employee compensation cost,
 loss after tax for the current financial year would have been Rs. 42.17
 crore instead of Rs. 42.10 crore reported in the Profit and Loss
 account.
 
 c) Basic and diluted earnings per share would have remained unchanged
 at Rs. (1.81), had the Company adopted fair value basis of recognizing
 the employee compensation cost due to insignificant amount of
 difference in the recognized expense and fair value of the ESOP
 expense.
 
 d) The exercise price of the stock options on the grant date is Rs. 2/-
 per existing equity share of Rs. 2/- each and the fair value of for
 June 2010 grant Rs. 158.45.
 
 e) The computation of fair value of stock options granted under the
 2003 Plan has been done using Black Scholes Option Pricing Model. The
 following assumptions have been used in applying this options pricing
 model:
 
 i) Risk free interest rate of 6.63% for June 2010 grant,
 
 ii) Expected life of these stock options are: 3 year option for
 September 2009 grant, 3 year option for January 2010 grant and 1 year
 option for June 2010 grant.
 
 iii) Expected volatility of 34.82% for January 2010 grant, 63.58% for
 September 2009 grant and 34.82% for June 2010 grant, based on
 historical volatility of the Company''s share,
 
 iv) No dividend expectation based on current year''s dividend
 recommendation, and
 
 v) Price of Rs.181.30 for September 2009 grant, Rs. 221.10 for January
 2010 and Rs. 160.05 for June 2010 grant being the latest available
 closing price of the Company''s share on the National Stock Exchange
 prior to the date of grant.
 
 Statutory Disclosures
 
 Information in accordance with the provisions of Section 217(1)(e) of
 the Act read with the Companies (Disclosures of Particulars in the
 Report of Board of Directors) Rules, 1988 are given in the prescribed
 format annexed to this Report as Annexure –A. A statement giving
 particulars of employees under Section 217(2A) of the Act read with the
 Companies (Particulars of Employees) Rules, 1975 for the financial year
 ended March 31, 2011 is annexed to this Report as Annexure- B.
 Statement pursuant to Section 212 of the Act relating to the
 subsidiaries of your Company, is annexed to this Report.
 
 Central Government vide its circular No. 5/12/2007-CL-III dated
 February 8, 2011 has granted a general exemption under Section 212(8)
 of the Act, to companies provided certain conditions are fulfilled.
 Based on the aforesaid circular, the Board of Directors of the Company
 passed a resolution giving consent for not attaching the Balance Sheet,
 Profit & Loss Account, Report of the Board of Directors and the Report
 of the Auditors of its subsidiaries. Your Company will make available
 these documents/details upon request by any member of the Company and
 its subsidiaries interested in obtaining the same. The annual accounts
 of the subsidiary companies will also be kept open for inspection by
 members at the respective registered offices of the Company and its
 subsidiary companies. However, pursuant to Accounting Standard 21
 issued by the Institute of Chartered Accountants of India, Consolidated
 Financial Statements are presented by the Company as part of the annual
 report which includes the financial information of the subsidiaries.
 
 Ministry of Corporate Affairs (MCA) had issued Corporate Governance
 Voluntary Guidelines in December 2009. These guidelines are
 recommendatory in nature. The Company will examine the possibilities of
 adopting the guidelines in an appropriate manner.
 
 Auditors
 
 S.R. Batliboi & Co., Statutory Auditors of your Company, retires and
 offers themselves for re-appointment. Your Company has received from
 them, a certificate required under Section 224(1B) of the Act to the
 effect that their reappointment, if made, would be in conformity with
 the limits specified in that Section.
 
 The Auditors'' Report read alongwith notes to accounts is self
 explanatory and therefore does not call for any comments.
 
 Group for interse transfer of shares
 
 As required under Clause 3(e) of Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
 persons constituting Group within the meaning as defined in the
 Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of
 Regulation 10 to 12 of aforesaid SEBI Regulations are as follows:
 
 (a) Mr. Analjit Singh, (b) Mrs. Neelu Analjit Singh, (c) Ms. Piya Singh
 (d) Mr. Veer Singh, (e) Ms. Tara Singh, (f) Ms. Nira Singh (g) Neeman
 Family Foundation, (h) Medicare Investments Limited, (i) Cheminvest
 Limited, (j) Liquid Investment and Trading Co Pvt Ltd., (k) Maxopp
 Investments Limited, (l) Mohair Investment & Trading Co. (P) Ltd., (m)
 Boom Investments Private Limited, (n) PVT Investment Limited, (o) Pen
 Investments Limited, (p) Pivet Finances Limited, (q) Dynavest India
 Private Limited. (r) Maxpak Investment Limited (s) Trophy Holdings
 Private Limited and (t) Moav Investment Limited.
 
 Directors'' Responsibility Statement
 
 The Board of Directors of the Company confirms that:
 
 (i) In the preparation of annual accounts, the applicable accounting
 standards have been followed, along with proper explanation relating to
 material departures.
 
 (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 a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit or
 loss of the Company for that period.
 
 (iii) The Directors have taken proper and sufficient care 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 fraud and other irregularities.
 
 (iv) The Directors have prepared the annual accounts on a going concern
 basis.
 
 Cautionary Statement
 
 Statements in this Report, particularly those which relate to
 Management Discussion and Analysis describing the Company''s objectives,
 projections, estimates and expectations may constitute forward looking
 statements within the meaning of applicable laws and regulations.
 Actual results might differ materially from those either expressed or
 implied in the statement depending on the circumstances.
 
 Acknowledgements
 
 Your Directors would like to place on record their appreciation of the
 contribution made by its Management and its employees who through their
 competence and commitment have enabled the Company to achieve
 impressive growth. Your Directors acknowledge with thanks the
 co-operation and assistance received from various agencies of the
 Central and State Governments, Financial Institutions and Banks,
 Shareholders, Joint Venture partners and all other business associates.
 
                            For and on behalf of the Board of Directors
 
 New Delhi                                                ANALJIT SINGH
 
 August 17, 2011                           Chairman & Managing Director