The Directors have pleasure in presenting the thirty sixth Annual
 Report of the Company together with the Audited Accounts for the year
 ended September 30, 2010.
 
 1.  Financial Results
 
 A summarised statement of the financial results of the current year and
 that of the previous year is given below
 
 (Rs.000)
 
                                              2009-10      2008-09
 
 Net Sales (excluding excise duty), 
 Operating & Other Income                    1,832,285     1,699,742
 
 Profit before Depreciation / Amortisation 
 and tax                                       391,655       287,797
 
 Less: Depreciation / Amortisation             238,494       198,254
 
 Profit Before Tax                             153,161        89,543
 
 Less : Provision for Taxation on 
 current income                                 87,500        87,000
 
 : Fringe Benefit Tax                             -            1,760
 
 : Deferred Tax                                (31,141)      (52,293)
 
 Profit After Tax                               56,359        53,076
 
 Balance brought forward                        64,291        34,861
 
 Available for Appropriation                   161,093        87,937
 
 Proposed Dividend                              27,429        15,674
 
 Tax on Proposed Dividend                        4,556         2,664
 
 Transfer to General Reserves                    9,680         5,308
 
 Carried Forward                               119,428        64,291
 
 2.  Operations
 
 The In Vitro Diagnostics (IVD) market in India kept the momentum of
 Growth and grew on an average of 15 %> CAGR. The Key Drivers are rising
 income and awareness, access to Healthcare Services and Healthcare
 Insurance, Medical Tourism and Increase in aging population.
 Competitive Landscape remained with aggressive presence of
 International as well as Local players.  Competition from Low cost
 and generic products continued its effect of price pressures on the
 more established players .However, market perceives the quality of such
 competition as poor.
 
 Sales, Operating and Other Income were Rs. 18,322 lakh compared to
 Rs.16,997 lakh in the previous year registering a growth of 7%. Profit
 before tax was Rs. 1,532 lakh compared to the profit of Rs.895 lakh in
 the previous year.  Similarly Profit after tax was Rs. 968 lakh com-
 pared to profit of Rs.531 Lacs in the previous year.
 
 3.  Dividend
 
 Considering the performance and to appropri- ately reward the Members
 while conserving the resources to meet the future financial require-
 ments, the Board of Directors recommends a divi- dend of Rs.17.50/- per
 Equity Share of Rs.10 each (175%). This dividend is subject to the
 approval of the Members at the forthcoming Annual General Meeting.
 
 4.  Unclaimed Dividend
 
 Unclaimed Dividend for the year ended Decem- ber 31, 2002 declared on
 May 26, 2003 was due for transfer to Investor Education and Protection
 Fund on July 25, 2010. Company had sent remind- ers to the shareholders
 whose dividend was un- claimed and the same was paid to the sharehold-
 ers who claimed it. The residual amount of Rs.  77,565/- was deposited
 to the Investor Education and Protection Fund against unclaimed &
 unpaid dividend for the year ended December 31, 2002.
 
 5.  Directors Responsibility Statement
 
 The Directors confirm that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 (ii) they have selected such accounting policies and applied them
 consistently and made judgements and estimates that are reason- able
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as on September 30, 2010 and of the profit of the
 Company for that period;
 
 (iii) proper and sufficient care has been taken 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;
 
 (iv) the annual accounts are prepared on a going concern basis.
 
 6.  Directors
 
 At the ensuing 36,h Annual General Meeting Mr. Pradip V. Nayak & CA.
 Anil Shankar, retire by rotation at the ensuing Annual General Meeting.
 Both of them, being eligible, offer themselves for reappointment.
 
 The above appointments and reappointments form part of the Notice of
 the 36th Annual General Meeting and the relevant Resolutions are recom-
 mended for your approval.
 
 Profiles of these Directors, as required by the Clause 49 iV G of the
 Listing Agreements entered into with the Stock Exchanges, are given in
 the Notice of the 36lh Annual General Meeting.
 
 The Auditors have qualified the Companys financial statements for the
 year under review to the effect that the Companys application has been
 rejected by the Central Government for manage- rial remuneration paid
 to an Ex Managing Director in excess of the approval earlier accorded
 by the central government. Your Company has ac- cordingly initiated
 necessary steps in this regard consistent with its obligations. Company
 has also applied with Central Government for reconsider- ing its
 application to which response is awaited.
 
 7.  Auditors
 
 M/s. S. R. Batliboi & Co., Chartered Accountants, retire as a the
 Statutory Auditors at the conclu- sion of the 36th Annual General
 Meeting to be held on January 27, 2011 and offer themselves for
 reappointment. A Certificate from them has been received to the effect
 that their reappointment as Statutory Auditors, if made, would be
 within the limits prescribed under Section 224 (IB) of the Companies
 Act, 1956.
 
 8.  Information Pursuant to Section 217(l)(e)
 
 Information pursuant to Section 217(l)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 and forming part of the Directors
 Report for the year ended September 30, 2010 is appended hereto as
 Annexure A.
 
 9.  Amalgamation of Company with Siemens Ltd., Mumbai (SL)
 
 The Petition for the amalgamation of the Company with SL has been
 admitted in the High Courts at Ahmedabad and Mumbai. Further, the
 approval for the amalgamation of the Company with SL is at different
 stages of the Regulatory process. The Appointed Date fixed for the
 amalgamation is 1st October, 2009.
 
 10.  Employees
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975, as amended, forms part of the Direc- tors Report for the
 year ended September 30, 2010 and is set out herein below :
 
 11.  Management Discussion and Analysis
 
 A detailed review of operations, performance and future outlook of the
 Company is given separately under the head Management Discussion and
 Analysis appended hereto as Annexure B.
 
 12.  Corporate Governance
 
 As required by Clause 49 of the Listing Agree- ment, a detailed note on
 Corporate Governance is given as Annexure C to this Report. The Com-
 pany is in full compliance with the requirements and disclosures that
 have to be made in this re- gard. A certificate of Statutory Auditors
 of the Company confirming compliance of the Corpo- rate Governance
 requirements by the Company is attached to the Report on Corporate
 Gover- nance.
 
 13.  Compliance Certificate
 
 As required under the Companies (Compliance Certificate) Rules, 2001, a
 certificate from the practicing Company Secretary is appended hereto as
 Annexure D.
 
 14.  Acknowledgement
 
 The Board of Directors takes this opportunity to express its sincere
 appreciation for the excellent support and co-operation extended by
 Siemens AG - the parent company, Siemens Diagnostics Holding II B.V.,
 Netherlands, other Siemens affili- ates, shareholders, customers,
 suppliers, bankers and other business associates.
 
 Yours Directors place on record their deep appre- ciation for exemplary
 contribution of the employ- ees at all levels. Their dedicated efforts
 and en- thusiasm has been integral to your Companys growth.
 
                                  On behalf of the Board of Directors
                                  Siemens Healthcare Diagnostics Ltd.
 
 New Delhi                                        Narendra j. Jhaveri
 
 November 29, 2010                                           Chairman