Dear Members
 
 The Directors are pleased to present this the Eighteenth Annual Report
 of the Company together with the audited Accounts for the year ended
 31st December, 2010 . The working results of the Company for the year
 ended 31st December, 2010 vis-à-vis those of the previous year are
 summarized below:
 
                                                 (Rs. in Millions)
 
                           Consolidated             Standalone
 
 Particulars
 
                    Current year 
                           ended Previous year 
                                         ended Current year 
                                                      ended Previous year
                                                                    ended
                   31st December, 
                            2010 31st December,
                                          2009 31st December, 
                                                        2010  31st
                                                              December, 
                                                                   2009
 
 Sales                 15351.95     12510.72       4499.08     4735.44
 
 Other Income           (159.19)      (25.49)      (166.8)      (40.58)
 
 Sales and Other 
 Income                15192.76     12485.23       4332.28     4694.86
 
 Total Expenditure 
 excluding Interest,   12048.38     10059.10       3307.05     3414.81
 depreciation, 
 amortization & tax
 
 Profit before 
 Interest, 
 Depreciation,          3144.38      2426.13       1025.23     1280.05
 
 Amortization & Tax
 Interest (Net)          305.46       300.58        293.05      288.15
 
 Depreciation and 
 Amortization             283.6       185.53         93.76       81.14
 
 Profit Before 
 Taxation                2555.32     1940.02        638.42      910.76
 
 Provision for Taxation   248.22      (65.72)       196.25        3.82
 
 Profit After Tax        2307.10     2005.74        442.17      906.94
 
 Extra ordinary Income
 / (Expenses)             136.88      163.50        136.88      163.50
 
 Profit bought forward   4480.41     2660.49       2756.58     2035.46
 
 Profit available for
 appropriation           6924.39     4829.73       3335.63     3105.90
 
 Appropriations 
 Proposed Dividend         85.17       85.17         85.17       85.17
 
 Tax on Distributed 
 Profit                    13.82       14.15         13.82       14.15
 
 Transfer to 
 General Reserve          250.00      250.00        250.00      250.00
 
 Surplus carried forward 6575.40     4480.41       2986.64     2756.58
 
 Overview
 
 The company''s performance on consolidated basis registered significant
 growth both in terms of top and bottom line. During the year under
 review, the turnover has grown up by 23% to Rs.15351.95 mn. whilst
 profit before tax has increased by 32% to Rs.2555.32 mn. Earning per
 share has grown up to Rs. 67.72 per share. On standalone basis, there
 is a dip in the Turnover and profitability. This happened because of
 strategic shifting of some profitable business during the year to
 subsidiaries abroad resulting in remarkable growth in consolidated
 performance.
 
 This year was a landmark year for the company, adding new dimensions to
 the business. The company outperformed globally and registered
 significant growth amidst extra ordinary challenges of high volatility
 in raw material prices and currency exchange rates that hit company''s
 performance largely. The Income Tax Department also conducted search &
 seizure operations on the company and it''s directors/key executives
 during September, 2010 that also effected working of the company to a
 large extent. The company, however fully co-oprated to the department
 and produced required information and documents. As per extant
 provision of Income Ta x Act, 19 61, the company would be subject to
 reassessment and might be required to provide substantial amount
 towards past tax liability that may have severe impact on it''s
 profitability.  The company, even though faced all such odds, but some
 how maintained confidence of its employees, customers, bankers and
 financial institutions that gave a very strong boost up and
 encouragement to the company and it''s management to out perform on
 different fronts.  Along the way, we received accolades for our work
 from within the country an internationally. We are proud to say that
 company''s Kandla SEZ Unit has been awarded highest export award for the
 year 2009-10.  Today, company has transformed business globally to
 leverage Plethico''s financial and technical skills, open new vistas for
 the enterprise and the energetic talent and to create new values
 worldwide. And during this process, Plethico has nurtured relationship
 across the entire range of customers, business partners,
 techno-economic consultants, stakeholders, which helps the company to
 understand pertinent issues, develop business, enhance shareholders
 values and manage risks better.  It is the relationship and trust that
 make the Plethico more robust, resilient and sustainable
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of 25% (i.e. Rs.
 2.50 per share) for the year ended 31st December, 2 010 aggregating to
 Rs.85.17 Million. The dividend payout will result in a total outflow of
 Rs.98.99 Million (including Rs. 13.82 Million towards tax on
 distributed profits).
 
 The dividend payout for the year under review has been ascertained in
 accordance with the Company''s policy to pay sustainable dividend,
 keeping in view the Company''s need of capital to fund its growth plans
 through internal accruals to the maximum extent.
 
 MHRA & TGA Approval
 
 Up-gradation of facilities as per International standards is a
 continuous process in Plethico. Last year company upgraded facilities
 to get UK MHRA approval and facilities were approved in the first
 attempt itself. Now the tablet and capsule divisions of company''s
 Kalaria (Indore) Unit has received the approval for GMP clearance the
 Therapeutic Goods Administration, Department of Health and Ageing,
 Australia. This approval will open new avenues for the company to
 expand its business and market its premium brands in the regulated
 market of Australia.
 
 Extension of Annual General meeting
 
 Your Board of Directors in their meeting held on June 03, 2 011 had
 given their consent to file application with the Registrar of
 Companies, Madhya Pradesh & Chhatisgarh for seeking extension of time
 for convening 18th Annual General Meeting of the Company for the
 financial year 2010.
 
 The Registrar of Companies, Madhya Pradesh & Chhatisgarh, vide their
 letter dated June 06, 2 011 had granted extension of 3 (Three) months
 time for holding the Annual General Meeting (i.e. 18th AGM) for the
 financial year ended on December 31, 2010. The Company had intimated to
 the Stock Exchanges in this regard vide its letter dated June 7, 2 011.
 
 Management Discussions and Analysis Report
 
 Management Discussion and Analysis Report for the year under review, as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is annexed and forms part of this Report.
 
 Subsidiary and other Business Alliances
 
 The company has adopted a completely different path of acquisition and
 buyouts to carve a unique niche in highly growth-ended regulated and
 semi regulated markets worldwide. The recent acquisitions enabled the
 company to ride on new opportunities that would have taken years to
 start from scratch. Such acquisitions have begun yielding benefits in
 different ways that go beyond size and scale. Currently company has two
 Wholly Owned Subsidiaries namely Plethico Global Holdings B.V.,
 Netherlands (PGH) and Plethico International Limited, UAE (PIL). The
 PGH is also having subsidiaries and step-down subsidiaries in many
 countries that had given added advantage of rapid scaling-up,
 broad-ended customer base and global footprint. PIL has setup an ultra
 modern medicated lozenges and solid doses formulation unit in UAE.
 
 Apart from subsidiaries and step-down subsidiaries, the Rezlov Group of
 Companies in which company currently hold 45% equity stake, also
 contributed significantly in the growth of the organization. Tricon, a
 Dubai based retail pharmacy chain in which company holds 20% stake also
 strengthened Company''s clench in pharmaceutical and nutraceutical
 markets of the CIS.  The tax-efficient structure of subsidiaries,
 step-down subsidiaries and business alliances created by the company
 worldwide has given a strong foothold to the company across the globe.
 
 Consolidated Financial Statements
 
 As stipulated in the listing agreement with the stock exchanges, the
 consolidated financial statements have been prepared by the company in
 connection with its subsidiaries in accordance with the relevant
 accounting standards issued by the Institute of Chartered Accountants
 of India.  The audited consolidated financial statements together with
 auditor''s report thereon form part of annual report. The Auditors''
 Report to the shareholders does not contain any qualification.
 Company''s all the subsidiary companies are non-material, non-listed
 companies as defined under clause 49 of the Listing Agreement with the
 Stock Exchanges.  A statement pursuant to section 212 of the Companies
 Act, 1956, relating to subsidiary companies is attached to the
 accounts. In terms of the approval granted by the Central Government
 vide letter No.  47/179/2011–CL–III dated April 28, 2 011 under Section
 212(8) of the Companies Act, 1956, the audited accounts and Reports of
 Board of Directors and Auditors of the Company''s subsidiaries have not
 been annexed to this Annual Report. The consolidated financial
 statements prepared in accordance with Accounting Standard – 21 issued
 by the Institute of Chartered Accountants of India presented in this
 Annual Report include the financial information of the subsidiary
 companies.
 
 Research & Development and Technology
 
 Your Company has a long-standing culture and history of delivering high
 consumer business value through superior technology for its brands.
 Research and Development (R&D) has always been considered crucial for
 the sustained growth of the Company. This sustained high performance
 has helped in building a strong foundation for our business and also
 differentiated our brands strongly. The technology drive in your
 company is a journey that began with the great vision of Shri Bhaskar
 Patel, the former Chairman and Managing Director of the Company. The
 strong research foundation laid by him and its expansion over the years
 have enabled to produce a steadily accelerating stream of high-value
 deliveries to the customers.
 
 The global challenges for the Indian pharma industry at large have
 increased several folds in the face of the transition from process to
 product patent regime in India from 2005, Your Company has stepped-up
 investments in R&D to keep pace with the changing domestic and global
 scenario. High quality R&D has been pursued to innovate in the area of
 nutraceuticals and herbals. After exploring our country''s vast
 traditional knowledge base, the best sustainable offering are
 identified and refined to provide specific performance benefit to
 consumer in the area of personal healthcare. R&D in food and dietary
 supplements continues to be focused on providing dietary options with
 the combination of superior aroma and tests, with specific enhancement
 in health and nutritional benefits to the consumers at large.
 
 Human Resources
 
 Your company believes that today a major HR challenge for any
 organization is capability building aligned to business strategy
 meeting the challenges posed by the changing business scenario. The
 company continued to enhance capability by realigning leadership
 competency frameworks to new business realities and the company''s
 future roadmap.  The company implemented various measures to build a
 strong, adaptive and matured corporate structure, which is flexible,
 responsive and cohesive.  Development workshops were organized to
 improve the overall competency level of employees with an objective to
 improve the operational performance of individuals keeping in view
 stringent quality norms of different regulatory authorities. The
 employee training and development function was aligned to add greater
 thrust on building required competencies for meeting the new emerging
 business challenges. Based on feedback from employees, key initiatives
 like benchmarking and revising of performance management system, reward
 and recognition process and measurement of training effectiveness were
 undertaken.  The involvement of employees at all levels has been
 achieved through continued promotion of TQM activities across the
 organization with the involvement of top management team.
 
 The overall employee relationship and working environment was healthy,
 cordial and harmonious across various locations.
 
 Directors
 
 Mr. Shashikant Patel and Mrs. Gauravi Parikh, Directors of the company
 retire by rotation, as per Article 111 of the Articles of Association
 of the Company.  Being eligible, they have offered themselves for
 re-appointment. Further details about Directors are given in the
 Corporate Governance Report as well as in the Notice of the ensuing
 Annual General Meeting being sent to the shareholders along with Annual
 Report. The Board of Directors recommends their re-appointment.
 
 Auditors
 
 M/s. N. P. Gandhi & Co., Chartered Accountants, Mumbai, the Statutory
 Auditors of the Company will retire at the ensuing Annual General
 Meeting and are eligible for re-appointment. M/s. N. P. Gandhi & Co.
 has confirmed that their re-appointment, if made shall be within the
 limits of Section 224 (1B) of the Companies Act, 1956. The Board
 recommends their re-appointment as Auditors and to fix their
 remuneration.
 
 M/s Vijay P. Joshi & Co., Cost Accountants, have been appointed as the
 Cost Auditors of the Company for the ensuing year 2011.
 
 Auditors'' Report
 
 The report of the auditors of the Company and notes to the accounts are
 self- explanatory and therefore do not call for any further comments
 and may be treated as adequate compliance of section 217(3) of the
 Companies Act, 1956.
 
 Fixed Deposits
 
 The Company did not invite or accept any deposit from the public during
 the year under review within the meaning of Section 58A and the rules
 made there under. There are no unpaid or unclaimed deposits with the
 Company.
 
 Directors'' Responsibility Statement
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the Director''s responsibility statement in relation of the
 financial statement for the year ended on 31st December 2 010 is
 furnished herein below. Your Directors state and confirm:
 
 i) that in the preparation of annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures; 
 
 ii) 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 at 31st December 2 010 and of the profit
 or loss of the company for the year ended on that date.  
 
 iii) that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities; 
 
 iv) that the directors had prepared the financial statement and annual
 accounts on a going concern basis.
 
 Corporate Governance
 
 Your company has been practicing the principal of good corporate
 governance over the years and lays strong emphasis on transparency,
 accountability and integrity. Yours directors adhere to the stipulation
 set out in the listing agreement to the Stock Exchanges. As required by
 Clause 49VI of the Listing Agreement, a detailed report on the
 Corporate Governance forms part of this Report. The Auditors''
 Certificate on compliance with Corporate Governance requirements by the
 Company is attached to the Corporate Governance Report.
 
 In terms of sub clause V of Clause 49 of the listing agreement,
 certificate of the CEO and CFO inter alia confirming the correctness of
 the financial statements, adequacy of the internal control measures and
 reporting of matters to the audit committee in terms of the said
 clause, is also enclosed as a part of the report.
 
 Safety, Health and Environment (SHE) and Energy Conservation
 
 Safety, Health and Environment (SHE) management is a non-negotiable
 priority at Plethico. Safety and Health of our people is of paramount
 concern and so is minimization of environmental impact of our industry.
 Our vision is to be a zero-injury organization. Effective
 implementation of the safety and environmental standards is supported
 by your company''s occupational safety program based on the behavioral
 safety management techniques. The company continued to focus on
 behavioral safety aspects of employees and visitors along with
 continual improvements in engineering controls and safety management
 systems.
 
 Your company has been focusing on improving environmental performance
 and has drawn up an ambitious plan to reduce the environmental aspects
 of operations including reduction in the energy costs.
 
 Information on conservation of energy, technology absorption, foreign
 exchange earnings and outgo as required to be given 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 annexed
 hereto in Annexure and forms part of this report.
 
 Employee Particulars
 
 None of the employees of the Company was in receipt of remuneration in
 excess of the limits prescribed under Section 217(2A) of the Companies
 Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
 as amended.
 
 Listing of Shares
 
 The Equity Shares of the Company continue to be listed on Bombay Stock
 Exchange Limited and The National Stock Exchange of India Limited,
 Mumbai. The annual listing fees for the year 2 011-2012 have been paid
 to these Exchanges.
 
 Website
 
 The Company has a well designated and updated website www.plethico.com
 containing information about the Company''s products, manufacturing
 facilities, area of specialization, performance overview etc. The
 details with respect to new product developed, new market explored,
 company''s upcoming plans etc. have also been put on the website. The
 parties associated with the organization are welcome to visit the
 website to keep them selves updated on the Company.
 
 Corporate Social Responsibilities (CSR)
 
 The company continued to involve itself in social welfare activities,
 both through charity and social investment issues like education,
 health, nutrition and over the years serious efforts have been directed
 towards making a meaningful contribution to uplifting and transforming
 the lives of the underprivileged. The Company is contributing to
 sustainable development by its economic activities combined with the
 fulfillment of its social responsibilities relating to the health,
 safety and environment aspects. The Company took a conscious decision
 to contribute towards its belief that If you educate a boy, you are
 educating a person and If you are educating a girl, you are educating a
 family… Towards this end, the Shri Hari Charitable Trust was setup
 to serve society at large by providing totally free education to the
 poor and needy girls of the rural areas.
 
 Your company is alive to the challenges and remains firm in its believe
 that it is possible to ''do good while doing well'' and that running a
 successful business and creating positive social impact are not
 separate objectives.
 
 Acknowledgement
 
 Your Directors place on record their sincere appreciation for
 significant contribution made by the employees through their
 dedication, hard work and commitment and the trust reposed on us by the
 medical fraternity and the patients.
 
 We also acknowledge the support and wise counsel extended to us by the
 analysts, bankers, government agencies, shareholders and investors at
 large.  We look forward to have the same support in our endeavor to
 help people lead healthier lives.
 
 On behalf of the Board of Directors
 
 For Plethico Pharmaceuticals Limited
 
 Shashikant Patel
 
 Chairman cum Managing Director
 
 Registered Office :
 
 A.B. Road, Manglia, Indore – 453771 (M.P.)
 
 Indore, Friday, 12th August, 2011