Directors’ Report

To,
The Members,
Your Directors have pleasure in presenting the fifth Annual Report on the business and operations of the Company
together
with the Audited Accounts for the financial year ended 31st March, 2008.
Dividend
BusinessPerformance and Operations
Keeping in view the Company’s need for capital, its growth
plans and intent to finance those plans through internal
accruals to maximum, the Directors do not recommend any
dividend for the year ended March 2008. The directors
believe this would increase shareholders value and eventually
lead to a higher return threshold.
In order to avoid duplication and overlap between Directors’
Report and Management Discussion & Analysis, your
directors request you to refer to Management Discussion &
Analysis covered under CorporateGovernance, which forms
part of this Annual Report. The Management Discussion &
Analysis covering Company’s performance, industry trends
and other material changes with respect to the Company and
its subsidiaries, wherever applicable, are presented in this
section of annual report.
Share Capital
Employees Stock Option Plan, 2004
The Company’s shares continue to be listed on the National
Stock Exchange and Bombay Stock Exchange and are
actively traded. Share price chart for the year 2007-08
showing movement of the share price at NSE and BSE is
covered under Corporate Governance, which forms part of
this AnnualReport.
In terms of your Company’s ESOP Plan 2004, no shares
were allotted during the year. As of 31st March 2008,
23,34,476 options remained outstanding.
Information regarding ESOPs is being provided in
compliance with Clause 12 of the Securities and Exchange
Board of India (Employees Stock Option Scheme)
Guidelines, 1999, as amended, are provided in annexure A to
this report.
Financial Results (Rs. in lacs)
Turnover (including other income) 26753 31898
Profit Before Tax 2989 2991
Less: Provision for Taxation (current) 619 421
Provision for Taxation (Deferred) (28) 45
Profit after Tax (Before Extraordinary Item) 2398 2525
Extraordinary Item (Net of taxes) 12536 -
Add: Balance of Profit brought forward from previous year 6504 4278
Profit available for appropriation 21438 6804
Appropriation to:
General Reserve 300 300
Balance Carried over to the Balance Sheet 21138 6504
For the year ended
31st March, 2007
For the year ended
31st March, 2008
Dabur Pharma Limited
18
A certificate from G Basu & Co., Chartered Accountants,
Statutory Auditors, with respect to the implementation of
the Company’s Employees Stock Option Plan, will be placed
before the shareholders in the next Annual General Meeting,
and a copy of the same shall be available for inspection at the
registered office of the Company on all working days
(Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto
the date of Annual General Meeting.
The Company has been practising the principles of good
corporate governance over the years and lays strong
emphasis on transparency, accountability and integrity.
A separate section on Corporate Governance and a
Certificate from the Auditors of the Company regarding
compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement(s) with
the StockExchange(s) formpart of the Annual report.
In terms of sub-clause (v) of the Clause 49 of the Listing
Agreement, certificate of the CEO/ CFO, inter alia,
confirming the correctness of the financial statements,
adequacy of the internal control measures and reporting of
matters to theAudit committee in terms of the said Clause, is
also enclosed as a part of theReport.
Mr. Amit Burman, Promoter Director, Mr. Ajay Kumar Vij,
Executive Director and Dr. Rama Mukherjee, Non Executive
Independent Director, retire by rotation at the forthcoming
Annual General Meeting of the Company and all of them,
being eligible, offer themselves for re-appointment.
During the year Mr.CKBirla has resigned from the Board of
the Company. The Board places on record its sincere
appreciation for the contribution and valuable guidance
rendered by Mr.CKBirla during his tenure on the Board.
Further, Dr. Anand C Burman has relinquished the position
of Non-Executive Chairman of the Companyw.e.f. 26th July
2007. He will continue to be a non-executive Director on the
Board of the Company.
Since the last Directors’ Report, Mr. Mohit Burman was
inducted as an Additional Director and Non-Executive
Chairman of the Company effective 26th July 2007. He holds
the office till the ensuing Annual General Meeting of the
CorporateGovernance
Directors
Company. The Company has received a notice from a
member of the Company under Section 257 of the
Companies Act, 1956, proposing the appointment of
Mr. Mohit Burman as a non-executive Director on the Board
of the Company. Mr. Mohit Burman qualifies as a Promoter
Director.
It is proposed to re-appoint Mr. Ajay Kumar Vij as Whole
Time Director of the Company for a further period of 5
years commencing 2nd December 2008. The resolution for
the same has been included in the notice of the Annual
General Meeting.
A brief resume, nature of expertise, details of directorships
held in other companies and shareholding in the company as
stipulated under clause 49 of the listing agreement with the
stock exchanges is appended as an annexure to the notice of
the ensuing annual general meeting.
Pursuant to various share purchase agreements, the
promoters of the Company, International Financial
Corporation, Mr. Ajay Kumar Vij and certain other
shareholders of the Company (the promoters, International
Financial Corporation, Mr. Ajay Kumar Vij and the other
shareholders are referred to as the “Sellers”) have agreed to
collectively sell 73.274% of the equity share capital of the
Company to Fresenius Kabi (Singapore) Pte Ltd, a company
incorporated and existing under the laws of Singapore and
having its registered office and principal place of business at
99, Bukit Timah Road # 05-08, Alfa Centre, Singapore
229835 (“Fresenius”).
Proposed change in management control
19
accounts maintained by the Company in respect of its
formulations for the financial year 2008-09.
The Board has duly examined the statutory auditor’s report
to accounts and clarifications, wherever necessary, have been
included in the notes to Accounts section of the Annual
Report.
Consolidated Financial Statements for the year ended
31st March 2008 forms part of this AnnualReport.
Your Company is having global presence today with
operations in over 40 countries either directly or through its
subsidiary Companies. The Company has three subsidiary
companies as on 31st March 2008 namely Dabur Oncology
Plc., UK, Dabur Pharma (Thailand) Company Ltd. and
Dabur Pharma US Inc. As required under the provisions of
Section 212 of the of the Companies Act, 1956, a statement
of the holding Company’s interest in the subsidiary
companies is attached and forms part of this AnnualReport.
In terms of approval granted by the Ministry of Corporate
Affairs, Government of India, vide letter no. 47/76/2008-
CL-III dated 27.02.2008 under section 212(8) of the
Companies Act, 1956, a copy of Balance Sheet, Profit and
Loss Account, Reports of the Board of Directors and
Auditors of the above mentioned three subsidiary
companies for the year ended March 31, 2008 have not been
attached with the Annual Report of holding Company.
However, pursuant to Accounting Standard AS-21 issued by
the Institute of Chartered Accountants of India, we believe
that the Consolidated Accounts present a full and fair picture
Auditors’ report
Consolidated Financial Statements
Subsidiary
Fresenius is a wholly owned subsidiary of Fresenius Kabi
Austria GmbH, a Company incorporated and registered
under the laws of Austria, with its principal place of business
at Hafnerstr 36, 8055 Graz,Austria.
The share purchase agreements provide for the resignation
of the promoter nominated directors, namely Dr. Anand C.
Burman, Mr. Mohit Burman, Mr. Amit Burman, Mr. P.D.
Narang, Mr. Ashok Vij and Dr. Rama Mukherjee and the
appointment of the nominees of Fresenius on the board of
directors of the Company upon occurrence of closing as
contemplated in the share purchase agreements.
Fresenius has made an open offer in terms of the Securities
and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 (“Takeover
Regulations”) and upon completion of its obligations under
the Takeover Regulations and receipt of requisite approvals,
and pursuant to the satisfaction of certain other conditions,
the aforesaid shares held by the Sellers will be acquired by
Fresenius.
M/s G. Basu & Co., Chartered Accountants and M/s HLB
Vantis Audit Plc., London, were respectively appointed as
the StatutoryAuditors and BranchAuditors of the Company
at the last Annual General Meeting held on 25th July 2007.
They shall hold office till the conclusion of the ensuing
Annual General Meeting of the Company. M/s G. Basu &
Co. have also given a certificate that, if re-appointed for the
financial year 2008 - 09, their re-appointment shall be within
the statutory limits prescribed under the Companies Act,
1956. The Board of Directors of your Company,
recommend their re-appointment. The Directors also
propose M/s HLB Vantis Audit Plc., London, for their reappointment
as the Branch Auditors of London Branch of
the Company to hold office from conclusion of the ensuing
Annual General Meeting till the conclusion of the next
Annual General Meeting of the Company.
Pursuant to Section 233B of the Companies Act, 1956, the
Central Government has prescribed cost audit of the
Company ‘s formulations division.
Subject to approval of the Central Government, the Board
has re-appointed M/s Ramanath Iyer & Co., Cost
Accountants as Cost Auditors to conduct cost audit of the
Auditors
Cost Auditors
Dabur Pharma Limited Directors' Report
20
of the state of Affairs and the financial condition and is
globally accepted.
The Company shall make available these documents/details
upon request by any shareholder of the Company or
subsidiary interested in obtaining the same. The Annual
Accounts of the company and its subsidiary Companies are
also available for inspection by the shareholders at the
Registered office of the Company.
Your Company has not invited/received any Fixed Deposits
during the year, as such, no amount of principal or interest on
fixed depositswas outstanding on the date of Balance Sheet.
Information pursuant to Section 217(2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, forms part of this Report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act,
1956, the Report and Accounts are being sent to the
shareholders of the Company excluding the statement of
particulars of employees under Section 217 (2A) of the Act.
Any shareholder interested in obtaining a copy of the
statement may write to the Company Secretary at the
Registered Office address.
Information on conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
stipulated under Section 217 (1) (e) of the Companies Act,
1956 is set out in a separate statement, attached to this Report
and forms part of it.
Pursuant to the requirement of Section 217(2AA) of the
Companies Act, 1956 in relation to Directors’ Responsibility
Statement, it is confirmed that:
i) In the preparation of the annual accounts for the
financial year ended 31st March, 2008, the applicable
accounting standards have been followed and no
material departures have been made from the same;
Fixed Deposits
Particulars of Employees
Energy Conservation, Technology Absorption and
Foreign Exchange earnings and outgo
Directors’Responsibility Statement
ii) 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
true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for the year under review;
iii) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts for the
financial year ended 31st March, 2008 on a going
concern basis.
Your Directors place on record their gratitude to the Central
Government, State Governments and Company’s Bankers
for the assistance, co-operation and encouragement
extended to the Company. Your Directors also thank and
sincerely appreciate the Dealers, Business Associates and
Employees at all levels for their unstinting efforts in ensuring
an excellent all round operational performance. Last but not
the least the directors would also like to thank valuable
shareholders for their support and contribution. We look
forward for their continued support in the future.
For and on behalf of the Board
Place:NewDelhi Mohit Burman
th Date: 30 May 2008 Chairman

Acknowledgement / Appreciation
21
Directors' Report