The Directors are pleased to submit their report together with the
 audited results for the year ended March 31, 2012.
 
 1.  Financial Results
 
 The financial results for the year ended on March 31, 2012, are as
 below:-
 
                                                   2011-12    2010-11
                                                 Rs (Lacs)  Rs (Lacs)
 
 Income from Sales & Services
 
 - Mineral Water                                   1372.70    1815.67
 
 - Product Development Fees                         450.00     300.00 
 
 Movement in Stocks                                  27.24     (68.98) 
 
 Other Income                                       362.15     319.69 
 
 Total Income 2212.09 2366.38 
 
 Profit / (Loss) before interest and 
 depreciation                                        29.63    (990.34) 
 
 Depreciation and Amortisation                     (148.03)   (194.34) 
 
 Exceptional Items (45.41) - Profit before Tax     (163.81)  (1184.68)
 
 Tax                                                    -          -
 
 Profit / (Loss) after Tax                         (163.81)  (1184.68)
 
 Profit / (Loss) brought forward from earlier 
 years                                            (7575.79)  (6391.11)
 
 Profit / (Loss) carried forward                  (7739.60)  (7575.79)
 
 
 2.  Operating Results Highlights
 
 The year under review was the first full year of operations where
 NourishCo Beverages Ltd. (NBL), the 50:50 Joint Venture set up by Tata
 Global Beverages Limited (TGBL) and PepsiCo India Holdings Private
 Limited (PIH), handled the entire sales, marketing and distribution
 Of ''Himalayan'' through the PIH Go-To-Market (GTM) network. This enabled
 a higher visibility and availability of ''Himalayan''.
 
 The total volume of Himalayan sales for the year was 12 million litres
 against 13 million litres in the previous year.  The drop in volume is
 attributable to the initial teething problems experienced during the
 first half of the year by the PIH GTM. This shifting of the
 distribution of the brand through a different GTM impacted the
 immediate volume surge expected by this initiative. However the brand
 stablised and showed momentum in the second half which augurs well for
 the brand. Today Himalayan is widely distributed and available in 20
 niche markets across the Country.
 
 The sales revenue at Rs 1373 lacs during the year was lower than Rs
 1816 lacs during the previous year as the realization during the year
 was at a transfer price which was cost plus margins as mutually agreed
 between the Parties.
 
 In a highly inflationary environment, your Company was able to manage
 the cost increase within 15% with material costs below the said
 percentage increase. In addition, aggressive initiatives were
 undertaken to reduce corporate costs more so with front end marketing/
 sales activities transferred to NBL. This helped your Company to
 significantly reduce losses from Rs 1185 lacs in the previous year to
 Rs. 164 lacs in the year under review.
 
 The strength of the Brand ''Himalayan'' was vindicated by NBL moving up
 the price from Rs. 25 to Rs. 40 per litre with opportunity to increase
 the price further to take on the mantle of leadership in the emerging
 Natural Mineral Water category.
 
 The improving price value equilibrium of the brand augurs well with the
 brand margin and future investments behind the brand
 
 This year also saw ''Himalayan'' featured in the Brand Equity''s Most
 Trusted brand list of Cold beverages. ''Himalayan'' is the only Natural
 Mineral Water Brand to make it to the top 20 Trusted Beverage list, two
 years in running.
 
 The high standard maintained by your Company was complimented in the
 Health and Safety Audit by DIET Norseke Veritas (DNV) UK carried out
 during the year.
 
 Keeping the buzz and excitement alive, extension of Himalayan as a
 brand is in an advanced stage of development and should delight the
 consumers'' in near future.
 
 The recent JV between Starbucks and TGBL would be opening up
 significant volume opportunities for the brand in an exciting new
 alternate channel not only in India but also in advanced markets in the
 West.
 
 Your Company continued to work for TGBL on various new product
 initiatives in different food formats and received Rs 450 lacs as
 Product Development fees from TGBL against Rs 300 lacs received last
 year.
 
 The credo of live natural resonating with a significant consumer base
 around the world would open up opportunities in newer geographies in
 the coming year.
 
 3.  Preferential Issue
 
 As on date, TGBL holds 50.24% of the shares in the Company and is the
 single largest shareholder of the Company.  By virtue of this holding
 the Company is a subsidiary of TGBL.
 
 During the year under review, TGBL acquired 14,17,632 shares
 constituting 4.17% of the Share Capital of the Company from Foresight
 Holdings Private Limited and MrVinod Sethi, subsequently TGBL has
 acquired the balance of 16,92,807 shares (4.98%) of their holdings. In
 terms of this acquisition, Foresight Holdings Private Limited through
 Mr Salim Govani and MrVinod Sethi have ceased to be the Promoters of
 the Company.
 
 During the year, the Company utilized a sum of Rs 2.08 crores towards
 the objects earmarked in the preferential issue of 2007. The unutilized
 portion of the preferential issue as on March 31,2012 amounting to Rs
 24.50 crores was placed as Inter Corporate Deposits.
 
 4.  Dividend
 
 In view of the accumulated losses, your Directors do not recommend any
 dividend for the year.
 
 5.  Corporate Governance
 
 Your Company has consistently adopted high standards of Corporate
 Governance and is committed to and firmly believes in practicing good
 governance.
 
 A note on Corporate Governance as also the certificate from Company''s
 Auditors confirming compliance of Corporate Governance norms, together
 with Management Discussion and Analysis are included in the Annual
 Report.
 
 6.  Directors Responsibility Statement
 
 Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
 1956 (the Act) and based on the representations received from the
 operating management, your Directors hereby confirm that:-
 
 i) in the preparation of the annual accounts for 2011-12, the
 applicable accounting standards have been followed and there are no
 material departures.
 
 ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have 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 at the end
 of the financial year and of the profit / loss of the Company for the
 financial year.
 
 iii) they have taken proper and sufficient care to the best of their
 knowledge and ability 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) they have prepared the annual accounts on a going concern basis.
 
 7.  Directors
 
 The Board of Directors (Board), in accordance with the recommendation
 with the Remuneration Committee, vide a Circular Resolution approved
 the increase in the remuneration of Mr Pradeep Poddar, Managing
 Director of the Company, subject to the approval of the Members at the
 21st Annual General Meeting. This has resulted in a change in his
 salary from the current slab of Rs 230,000/- to Rs 400,000/- to the new
 slab of Rs 400,000/- to Rs 600,000/-.
 
 Also, in terms of the recommendation of the Remuneration Committee, the
 Board vide the Circular Resolution reappointed Mr Poddar as the
 Managing Director, subject to the approval of the Members at the 21st
 Annual General Meeting for a period of five years with effect from
 August 22, 2012.
 
 Mr P T Siganporia and Mr Ajoy K Misra retire by rotation at the
 forthcoming Annual General Meeting and being eligible, offer themselves
 for re-election.
 
 Brief particulars and expertise of these Directors as also their other
 Directorships and committee membership are annexed to the Notice of the
 Annual General Meeting.
 
 All these Directors have filed Form DD-A with the Company as required
 under the Companies (Disqualification of Directors under Section 
 274(1)(g) of the Companies Act, 1956) Rules, 2003.
 
 Mr Salim Govani, the representative of Foresight Holdings Private
 Limited and an erstwhile Promoter of the Company resigned from the
 Board with effect from May 3, 2012.
 
 Mr Vinod Sethi, an erstwhile Promoter of the Company and a Member of
 the Audit Committee resigned from the Board with effect from May 3,
 2012.
 
 Mr Joseph Kodianthara resigned as the Director of the Company and the
 consequential resignation as the Member of the Audit Committee and
 Remuneration Committee with effect from May 3, 2012.
 
 Mr Pradeep Mallick resigned as the Director of the Company and the
 consequential resignation as the Member of Audit Committee and Chairman
 of the Share Transfer cum Investors'' Grievance Committee, Remuneration
 Committee and Ethics & Compliance Committee with effect from May 11,
 2012.
 
 Your Directors wish to place on record their deep appreciation of the
 valuable services rendered by Mr Salim Govani, Mr Vinod Sethi, Mr
 Joseph Kodianthara and Mr Pradeep Mallick to the Board and the Company
 during their tenure of office as its Directors.
 
 8.  Auditors
 
 The Members are requested to appoint Auditors and fix their
 remuneration. M/s SNB Associates, the retiring Auditors have furnished
 certificate of their eligibility for reappointment as required under
 the Act.
 
 Cost Audit
 
 Pursuant to the notification on ''The Companies (Cost Accounting
 Records) Rules, 2011 by the Ministry of Corporate Affairs, the Company
 appointed M/s Deodhar & Co, Cost Accountants to file the Annual Cost
 Compliance Report.
 
 Also, as per the requirement of the Central Government and pursuant to
 Section 233B of the Act, M/s Deodhar and Associates, Cost Accountants
 have been appointed subject to the terms of the Cost Order No.
 52/26/CAB/2010 dated 24-1-2012 for the Packaged Food Products as the
 Cost Auditor of the Company for the financial year 2012-2013.
 
 9.  Particulars of Employees
 
 Information as required under Section 217(2A) of the Act read with the
 Companies (Particulars of Employees) Rules, 1975, as amended, are given
 in the Annexure forming part of this report.
 
 However, having regard to the provisions of Section 219(1 )(b)(iv) of
 the said Act, the Annual Report excluding the aforesaid information is
 being sent to all the Members of the Company and others entitled
 thereto. Any Member interested in obtaining such particulars may write
 to the Company Secretary at the Corporate Office of the Company.
 
 10.  Particulars of Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo
 
 The statement pursuant to Section 217(1)(e) of the Act read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is annexed to this report.
 
 11.  Insurance
 
 All properties and insurable assets of the Company, including Building,
 Plant & Machinery and Stocks are adequately insured, wherever
 necessary, and to the extent required.
 
 12.  Concluding Remarks
 
 Your Directors wish to convey their appreciation to all employees of
 the Company for their enormous personal efforts as well as their
 collective contribution to the Company''s performance over the years and
 particularly in 2011-12. Your Directors would also like to thank the
 various Government Institutions, Departments and Organisations,
 Company''s banks, distributors, suppliers, transporters and other
 stakeholders for their unstinting support.
 
                                    On behalf of the Board of Directors 
 
                                                         P T Siganporia
 
 Mumbai,                                                       Chairman
 
 June 26, 2012