Dabur (UK) Limited

aNNUAL rEPORT for the financial year ended 31st March, 2009
Contents
Director’s Report 1

Auditor’s Report 4

Balance Sheet 6

Profit & Loss Account 7

Statement of Cash Flow 8

Schedules 9

Accounting Policies & Notes to Accounts 10

 DIRECTOr’s RepoRT

To
The Members of Dabur (UK) Limited,

This report presented by your Directors in respect of Financial year ended on 31.03.2009 has been made out for the limited purpose
in terms of section 212 (2) (b) of Indian Companies Act,1956 . Pursuant to section 212(2)(a) and section 212(2) (b) of Indian Compa-
nies Act, the Balance Sheet of Dabur (UK) Limited as on 31st March ,2009 and the Profit & loss Account for the year ended on that
date dealt with by this report have also been made out in accordance with the requirement of Indian Companies Act 1956,which
have been certified by an Indian firm of Chartered Accountants thereby making out the audit report thereof in accordance with the
requirements of Indian Companies Act,1956.

FINANCIAL RESULTS
The Financial results of drawn in accordance with Indian Companies Act are as follows:
(Rs. Lakhs)
Particulars 2008-09 2007-08
Other income 0.01 0.13
Loss before Tax (7.95) (5.56)
Less: Provision for Tax - -
Loss after Tax (7.95) (5.56)
Balance brought forward (18.12) (12.56)
Balance carried over to balance sheet (26.07) (18.12)

DIVIDEND
In view of future business plans under considerations, your directors do not propose any dividend for the year.

OPERATIONS AND ACTIVITY

The Company is engaged in trading activities and acted as an Investment holding Company. The Total Income for the year was Rs.0.01
lacs as compared to Rs.0.13 lacs for the previous year.

DIRECTORS
In accordance with the Company’s Articles of Association, all Directors continued to hold office.

FIXED DEPOSITS
No fixed deposit has been accepted during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement,
the Directors confirm:
i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material
departures have been made from the same;
ii) That they had selected such accounting policies and applied them consistently and made judgments 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 that period;
iii) That they had 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) That they had prepared the annual accounts on a going concern basis.

SUBSIDIARIES
As required under the provision of section 212 of the companies Act,1956, the audited accounts together with Directors’ Report
and Auditors’ Report of the subsidiary companies ,namely Dabur Egypt Ltd., made out in in accordance with the requirements of the
Companies Act,1956 are appended to and form part of the Annual report.
As required under the provisions of section 212 of the Companies Act,1956, a statement of the holding companys’ interest in the
subsidiary companies is attached as Annexure 1 and form part of this report..

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AUDITORS REPORT
The observations of Auditors in their report read with the relevant notes to accounts in schedule C are self-explanatory and do not
require further explanation.

AUDITORS
A resolution to reappoint the retiring Auditors M/s K.L. Poon & Co., will be put at the Annual General Meeting.

PARTICULARS OF EMPLOYEES
During the year under review no employee of the Company was in receipt of remuneration exceeding the limits as laid down under
Section 217(2A) of the Companies Act, 1956 Therefore the information as required under the section 217(2A) of the act, read with
Companies ( Particular of Employees) Rules, 1975 is not being given.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Company is engaged in non-manufacturing activities, hence the requirements in relation to Conservation of Energy &
Technology absorption are not applicable to Company. There was no foreign exchange earnings or outgo during the year.

ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for continued support and co-operation received from the Customers,
Bankers and Government authorities. They also wish to place on record their appreciation for the dedication and hard work put in
by the employees of the Company at all levels.

Industrial relationship continued to be cordial for the whole of the year.

For and behalf of the Board

A C Burman Director
Dr. Anand C. Burman Director
New Delhi
Date: 23.04.09

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 Annexure 1: STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES

1 Name of the Subsidiary Dabur Egypt Ltd

2 Holding Company’s Interest 39998 Equity Shares of USD 100 Each Fully
Paid up
3 Extent of Holding 76.00%
4 Subsidiary Financial Year Ended On 31st March 2009
5 Net aggregate amount of Subsidiaries Profit(Loss) not dealt within the holding Company’ Account
(i) For the financial Year of the Subsidiaries Rs. 671.19 lacs
(ii) For the previous financial year of the Subsidiaries since they Become the holding Company’s Subsidiaries Rs. 403.57 lacs
6 Net aggregate amount of Subsidiaries Profit(Loss) dealt within the holding Company’ Account
(i) For the financial Year of the Subsidiaries NIL
(ii) For the previous financial year of the Subsidiaries since they Become the holding Company’s Subsidiaries NIL

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 Auditors’ Report
We have verified the attached Balance Sheet of Dabur (UK) Limited, (incorporated at British Virgin Island) as at 31st March, 2009
and its Profit & Loss Account and the Cash Flow Statement for the year ended on that date, all being made out in accordance with
the requirement of Indian Companies Act, 1956, from the audited accounts of the body corporate under the statute of the country
of its incorporation and additional certified returns which have been relied upon by us (refer note no. B(1), Schedule C of Notes to
Accounts). These financial statements are the responsibility of the body corporate’s management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors’ Report) Order 2003 issued by the Central Government in terms of section 227 (4A) of the
Indian Companies Act, 1956, we enclose herewith in the annexure a statement of the matter specified therein.

i.
We hereby report that
a) Proper returns necessary for making out the accounts in accordance with the requirement of Indian Companies Act, 1956,
were received by us.
b) We have obtained the information and explanations, which to the best of our knowledge and belief were necessary for the
purpose of audit.
c) Proper books of accounts, have been kept by the body corporate.
d) The Balance Sheet and Profit & Loss Account dealt with by this report have been made out from the figures, which are in
agreement with the books of accounts.
e) Balance Sheet and Profit & Loss Account have been prepared in due compliances of accounting standards referred to in
sub-section (3C) of section 211 of Companies Act 1956.
f) In our opinion and according to the information and explanations given to us, the accounts as made out herein read with
other notes appearing in Schedule “C” give the information required by the Companies Act 1956, in the manner so required
to the extent possible and practicable and give a true and fair view in conformity with the accounting principles generally
accepted in India;
(i) In the case of Balance Sheet, of the State of Affairs of the body corporate as at 31st March 2009 and
(ii) In case of Profit & Loss Account of the loss of the body corporate for the year ended on that date; and
(iii) In the case of Cash Flow statement, of the cash flows of the body corporate for the year ended on that date.

For G Basu & Co

Chartered Accountants
J N DHAR
Partner
M No. 007117

4
 ANNEXURE TO THE AUDITORS’ REPORT AS REFERRED TO IN PARA I OF THE SAID
REPORT OF EVEN DATE.
1 The body corporate has not granted any loan or advance of the nature of loan (secured or unsecured) to any director, body corporate,
company, firm or parties in which directors are interested.
2. The body corporate has not taken loan, secured or unsecured, from any director or company/firm or party in which directors are interested
in any way.
3. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate
with the size of the body corporate and the nature of its business. During the course of our audit no major weakness has been noticed
in the internal controls. We have not observed any failure on the part of the body corporate to correct major weakness in internal control
system.
4. The body corporate has not accepted deposit from any sources within the meaning of “Acceptance of Deposit Rule” under Indian Companies
Act, 1956.
5. Internal audit system is yet to be introduced in the body corporate.
6. Section 209 (i) (d) of the Companies Act, 1956, is not applicable to the body corporate.
7 a. According to information and explanations given to us, the body corporate is depositing with appropriate authorities undisputed statutory
dues to the extent applicable to it.
b. We have been informed that there is no undisputed statutory dues as at the year end which is outstanding for a period of six months from
the date the same became payable.
c. According to information and explanations given to us, there has been no disputed statutory dues which has not been deposited.
8. Based on the audit procedures and on the information and explanations available to us, the body corporate has not availed any facility from
any financial institution, bank or debenture holder. As such the question of default does not arise.
9. The body corporate has not granted any loan or advance secured by pledge of share, debenture or other security.
10. Based on our examination of the records and evaluations of the related internal controls and information given to us we are of the opinion
that the body corporate is not dealing in securities, debentures and other investments.
11. The body corporate has not given guarantees for loans taken by others from banks or financial institutions.
12. No term loan has been availed by the body corporate from any quarter.
13. This being a body corporate incorporated abroad and as such devoid of mandatory obligation of transfer of part of profit to reserve. On
the basis of analysis of the financial statement of the body corporate, we are of the opinion that accumulated loss at the year end has not
exceeded 50% of net worth. The body corporate sustained cash loss of Rs. 7.95 lacs during current year and Rs. 5.56 lac during previous
year.
14. The Body corporate has not issued any secured debenture during the year.
15. The Body corporate has not raised any fund through public issue or preferential allotment during the year.
16. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the body
corporate has been noticed or reported during the course of our audit.
17. Other clauses of the order are not applicable to the Body corporate.

For G. BASU & CO.

Chartered Accountants
J N DHAR
Partner
M No 007117

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 Balance Sheet as at 31st march 2009
(Rs. in lacs)

As At As At
Schedule 31st March 2009 31st March 2008

Sources Of Funds :
Shareholders’ Funds:
(A) Share Capital A 243.95 243.95
(B) Reserves And Surplus B (30.48) (23.54)
Total 213.47 220.41

Application Of Funds :
Long Term Investments 214.38 214.38
Current Assets, Loans And Advances:
(A) Cash & Bank Balances (balances in current with non-schedule bank) 0.32 6.72
(B) Loans & Advances (Advances recoverable in cash or kind or value to be received) 0.88 0.66
1.20 7.38
Less: Current Liabilities And
Provisions
Liabilities For Expenses Other Than SSI 2.11 1.35
2.11 1.35
Net Current Assets (0.91) 6.03
Notes To Accounts C
Total 213.47 220.41


As per our report of even date attached for DABUR (UK) LIMITED
for G. BASU & CO Ashok Chand Burman Director
CHARTERED ACCOUNTANTS Dr. Anand C Burman Director

J N DHAR
PARTNER
M. No. 007117
Date : 23.04.2009
Place: New Delhi

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 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2009
(Rs. in lacs)
For The Year Ended For The Year Ended
Particulars 31st March 2009 31st March 2008
Income :
Other Income 0.01 0.13
Total Income 0.01 0.13
Expenditure :
Legal & Professional Expenses 6.56 4.71
General Expenses 0.26 0.20
Auditor’s Remuneration 1.10 0.75
Financial Expenses 0.04 0.03
Total Expenditure 7.96 5.69
Balance Being Net Operating Profit/(Loss) Before Tax (7.95) (5.56)
Net Profit/(Loss) After Taxation And Before Extraordinary Item (7.95) (5.56)
Balance Brought Forward (18.12) (12.56)
Balance Carried Over To Balance Sheet (26.07) (18.12)

As per our report of even date attached for DABUR (UK) LIMITED
for G. BASU & CO Ashok Chand Burman Director
CHARTERED ACCOUNTANTS Dr. Anand C Burman Director

J N DHAR
PARTNER
M. No. 007117
Date : 23.04.2009
Place: New Delhi

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 STATEMENT OF CASH FLOW
(Rs. in lacs)
For The Year Ended For The Year Ended

Particulars 31st March 2009 31st March 2008
A. Cash flow from operating activities
Net Profit/(Loss) Before Tax And Extraordinary Items (7.95) (5.56)
Operating Profit Before Working Capital Changes (7.95) (5.56)
Working Capital Changes
Decrease/(Increase) In Trade Payables (0.76) 0.39
Increase/(Decrease) In Working Capital (0.76) 0.39
Cash Generated From Operating Activities (7.19) (5.95)
Cash Used(-)/(+)Generated For Operating Activities (A) (7.19) (5.95)

B. Cash Flow From Investing Activities

Purchases Of Investment Including Investment In Subsidiaries 0.00 0.00
Cash Used(-)/(+)Generated For Investing Activities (B) 0.00 0.00

C. Cash Flow From Financing Activities

Exchange Fluc. 1.01 (1.01)
Payment Of Other Advances (0.22) 0.04
Cash Used(-)/+(Generated) In Financing Activities (C) 0.79 (0.97)

Net Increase(+)/Decrease (-) In Cash And Cash Equivalents (A+B+C) (6.40) (6.92)

Cash And Cash Equivalents Opening Balance 6.72 13.64

Cash And Cash Equivalents Closing Balance 0.32 6.72

As per our report of even date attached for DABUR (UK) LIMITED
for G. BASU & CO Ashok Chand Burman Director
CHARTERED ACCOUNTANTS Dr. Anand C Burman Director

J N DHAR
PARTNER
M. No. 007117
Date : 23.04.2009
Place: New Delhi

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SCHEDULES - Annexed to and forming part of the Balance Sheet as at 31st March 2009
(Rs. in lacs)
As At As At
Particulars 31st March 2009 31st March 2008

SCHEDULE-A : SHARE CAPITAL

Authorised :
50000 Equity Shares Of USD 10 Each
(Previous Year 50000 Equity Shares Of USD 10 ) 243.95 243.95
243.95 243.95
Issued, Subscribed & Paid Up
50000 Equity Shares Of USD 10 Each Fully Paid Up In Cash 243.95 243.95
Entirely Held By Dabur International Ltd Its
Holding Company Incorporated In Isle Of Man
& Its Nominee
(Previous Year 50000 Equity Shares Of USD 10 )
243.95 243.95

SCHEDULE-B : RESERVES AND SURPLUS

Exchange Reserve (4.41) (5.42)
Profit And Loss Account (26.07) (18.12)
Total (30.48) (23.54)

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SCHEDULES - Annexed to and forming part of the Accounts for the Period Ended 31st March 2009

Schedule C –Accounting Policies & Notes To Accounts

(All Figures in Rupees Lacs)
A. ACCOUNTING POLICIES
Significant Accounting Policies are summarized below

a. Accounting Convention:
The accounts have been prepared on going concern assumption in accordance with the historical cost convention in due
adherence of accounting standard laid by ICAI.
b. Investment
Investment, being long term in nature is carried at cost. However provision is made for any decline in carrying cost unless such
diminution is of temporary nature. Profit or loss of subsidiary has not been accounted for.
c. Contingent Liabilities:
Disputed liabilities and claims including claims raised by fiscal authorities, pending in appeal/court, for which no reliable estimate
can be made of the amount of obligation or which are remotely poised for crystallization are not provided in accounts but
disclosed in notes on accounts. However, present obligation as a result of past event with possibility of outflow of resources,
when reliably estimable, is recognized in accounts.
d. Recognition of Income and expenses:
All items of incomes and expenses have been accounted for on accrual basis.
e. Translation of foreign currency transaction
• Investment are translated to INR in terms of exchange rate ruling at the point of investment.
• Current assets have been recognized in accounts at exchange rate ruling at the year end.
• All outside liabilities have been recognized in accounts at exchange rate ruling at the year end.
• Equity share capital has been recognized in accounts at exchange rate ruling at the time of their issuance.
• Income and expenses have been recognized in accounts in exchange rates of the country of incorporation ruling at the point
of transaction. Difference if any between actual receipts/payment vis-à-vis transaction amount recognized as income or ex-
penses in Profit & Loss Account.

B. NOTES TO ACCOUNTS
1. Accounts of the body corporate (incorporated in British Virgin Island), a wholly owned subsidiary of Dabur International Limited (a
body corporate incorporated in Isle of Man), later being the wholly owned subsidiary of Dabur India Ltd., (a company incorporated
in India), originally audited by overseas auditors pursuant to law of the country of its incorporation, have been made out as per
requirement of Indian Companies Act in due adherences of sub section 2(a) and 2(b) of section 212 of Companies Act, 1956. This
entailed drawing up the balance sheet, profit & loss account (including auditor’s report thereon) of the subsidiary in a manner
so as to make it appear conforming to requirements of Indian Companies Act, 1956, for the purpose of annexing the particulars
of the body corporate with its holding company under section 212 (1) of the Companies Act, 1956.

Modification of accounts warranted under the exercise predominantly related to

(a) Translation of treatment of various heads of accounts in terms of accounting standards referred to in section 211(3c) of the
Companies Act, 1956.
(b) Presentation of accounts in terms of schedule VI of Companies Act, 1956, including disclosure of necessary information as laid
down under section 211(1) and 211(2) of Companies Act 1956.

2. Income and Expenditure in Foreign Currency

This being a body corporate incorporated in British Virgin Island, information relating to expenditure in foreign currency are
superfluous herein.
3. All the figures have been expressed in Rs. Lacs unless stated otherwise.
4. The classification regarding small scale industries as defined under Micro, Small and Medium Development Board, 2006 is not
applicable to this company and the company has not classified its creditors on the basis of the definition of Micro, Small &
Medium Development Board ‘2006.
5. Revenue and capital implication of exchange fluctuation to the extent realized have not been determined. However, this has no
implication on Profit and Loss Account and Balance Sheet.

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6. Additional Information as required under Part IV of Schedule VI of the Companies Act.
1. Registration details

Registration No. Not Available

Balance Sheet Date 31/03/2009

2. Capital Raised during the year (Rs. ‘000)

Public issue nil
Bonus issue nil
Right issue nil
Other Issue nil

3. Position of Mobilisation & deployment of fund (Rs. ‘000)

Total Liabilities 21558
Total Assets 21558

Sources of Funds :
Paid up capital 24,395
Unsecured Loan 0
Application of funds
Net Fixed Assets 0
Net current Assets -91
Accumulated Loss -2607

4. Performance of the Company (Rs. ‘000)

Turnover 1
Loss before tax 795
Loss After tax 795

5. Generic Name of three principal products/ services of the company

Not Applicable

Signatures to the Schedules “A” to “C” Annexed to and forming part of Accounts

As per our report of even date attached for DABUR (UK) LIMITED
for G. BASU & CO Ashok Chand Burman Director
CHARTERED ACCOUNTANTS Dr. Anand C Burman Director

J N DHAR
PARTNER
M. No. 007117
Date : 23.04.2009
Place: New Delhi

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