Cadbury 2010

CADBURY INDIA LIMITED
63rd Annual Report 2010
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BOARD OF DIRECTORS
CHAIRMAN C. Y Pal MANAGING DIRECTOR Anand Kripalu NON EXECUTIVE DIRECTORS Harsh Mariwala Radhakrishnan Menon EXECUTIVE DIRECTORS Atul Bhatia V. Chandramouli Sree Patel Jaiboy Phillips Rajesh Ramanathan Frans Ryden Narayan Sundararaman Sunil Taldar COMPANY SECRETARY Barkha Bordia AUDITORS M/s. Lovelock & Lewes, Mumbai ADVOCATES & SOLICITORS Talwar Thakore & Associates, Mumbai K. J. John & Co., New Delhi BANKERS Bank of India Citibank NA HDFC Bank Ltd. HSBC Ltd. State Bank of India The Royal Bank of Scotland N.V. REGISTERED OFFICE Cadbury House, 19, Bhulabhai Desai Road, Mumbai 400 026 Tel.: 40073100 Fax.: 23521698 WORKS Thane Induri Malanpur
CONTENTS
Chairman's Statement Notice Directors' Report Auditors' Report Balance Sheet Profit and Loss Account Cash Flow Statement Schedules Notes to Accounts Subsidiary Company Financial Highlights
1
2
11 18
22 23 24 26 34 52 72
1 Pokharan Road, Eastern Express Highway, Thane - 400 606, Maharashtra Talegaon Dabhade, Pune - 410 507, Maharashtra Plot No. 25, Malanpur Industrial Area, Village Gurikha, Tehsil Gohad, District Bhind, Gwalior - 477 116, Madhya Pradesh Hadbast No. 199, Village Sandholi Baddi, Tehsil - Nalagarh, Dist. Solan - 173205, Himachal Pradesh Jodi Hanumanapalya Mahadevapura Post, Mangalore Road, Nelamangala - 562123, Bangalore, Karnataka
Baddi
Bangalore
CHAIRMAN'S STATEMENT Dear Shareholders,
Welcome to the 63rd Annual General Meeting of the Company. 2010 was another good year for Cadbury India Ltd. Our net sales grew by 29.4% over 2009 and our profit before tax grew by 6.4%. The robust growth was fuelled by superior product innovation and sustained investment behind our power brands. Continued rigor and focus on cost helped us partially offset high commodity inflation. We strengthened our portfolio with the introduction of Cadbury Dairy Milk (COM) Silk, a creamier, premium version of COM, and successfully re-launched Perk. Our marketing communication was liked by consumers and critics alike, and we bagged multiple awards. We were recognized twice in the 2010 Effie's Media Awards, while our COM Pehli Tareekh advertising campaign bagged four Emvies, presented by the Advertising Club of Bombay. Equally, on the CSR front we scaled up our community outreach. During the year we initiated a new partnership with Akshaya Patra, an NGO that cooks and serves mid-day meals to children, across the country, every day. In October 2010, as part of "Delicious Difference Week", our global week of community service, over 1000 colleagues across the country volunteered with Akshaya Patra. Over a period of three days they cooked and served 15,000 hot and healthy meals to school children in 15 locations. For every colleague who volunteered, we also pledged to support the mid-day meal for a child for one year. In addition, we set up a school near our Baddi factory where over 50 children of migrant workers now have daily access to non-formal education, before enrollment to a government school. We also continued to invest in our integral village development program SARVAM. Thank you for your continued support.
Best wishes,
C. Y. Pal Chairman
Mumbai: August 18, 2011
NOTICE
NOTICE IS HEREBY GIVEN THAT THE SIXTY-THIRD ANNUAL GENERAL MEETING OF THE MEMBERS OF
CADBURY INDIA LIMITED will be held on September 29, 2011 at 3.00 p.m. at Textiles Committee (Auditorium) (Govt. of India, Ministry of Textiles), R Balu Road, Prabhadevi Chowk, Prabhadevi, Mumbai 400 025 to transact the following business :
ORDINARY BUSINESS:
1. 2.
To receive, consider and adopt the Audited Profit and Loss Account for the year ended December 31, 2010 and the Balance Sheet as on that date and the Reports of the Directors and the Auditors thereon. To declare a dividend.
3. 4.
5.
To appoint a Director in place of Mr. Harsh Mariwala, who retires by rotation and being eligible, offers himself for re-appointment. To appoint a Director in place of Mr. Jaiboy Phillips, who retires by rotation.
To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), as an Ordinary Resolution the following:
"RESOLVED THAT M/s. Lovelock & Lewes, Chartered Accountants, Mumbai, be and are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors of the Company."
SPECIAL BUSINESS:
6.
To appoint Mr. Sunil Taldar as a Director of the Company liable to retire by rotation.
7.
To consider and if thought fit, to pass with or without modification(s), as an Ordinary Resolution the following: "RESOLVED THAT pursuant to the provisions of Sections 198, 262, 269, 309 and 310 and any other applicable provisions of the Companies Act, 1956 and subject to the approval of the Central Government, the Company hereby accords its approval to the appointment of and remuneration payable to Mr. Sunil Taldar as an Executive Director of the Company for a period of 5 years commencing from May 1, 2011, on the terms and conditions set out in the agreement entered into between the Company and Mr. Sunil Taldar, a copy of whereof initialled by the Chairman of the Board for the purpose of identification, is placed before the meeting."
8. 9.
To appoint Mr. Frans Ryden as a Director of the Company liable to retire by rotation. To consider and if thought fit, to pass with or without modification(s), as an Ordinary Resolution the following:
"RESOLVED THAT pursuant to the provisions of Sections 198, 262, 269, 309 and 310 and any other applicable provisions of the Companies Act, 1956 and subject to the approval of the Central Government, the Company hereby accords its approval to the appointment of and remuneration payable to Mr. Frans Ryden as an Executive Director of the Company for a period of 3 years commencing from May 2, 2011, on the terms and conditions set out in the agreement entered into between the Company and Mr. Frans Ryden, a copy of whereof initialled by the Chairman of the Board for the purpose of identification, is placed before the meeting."
10. To appoint Ms. Sree Patel as a Director of the Company liable to retire by rotation. 11. To consider and if thought fit, to pass with or without modification (s), as an Ordinary Resolution the following:
"RESOLVED THAT pursuant to the provisions of Sections 198, 260, 269, 309 and 310 and any other applicable provisions of the Companies Act, 1956, the Company hereby accords its approval to the appointment of and remuneration payable to Ms. Sree Patel as an Executive Director of the Company for a period of 5 years commencing from May 23, 2011, on the terms and conditions set out in the agreement entered into between the Company and Ms. Sree Patel, a copy of whereof initialled by the Chairman of the Board for the purpose of identification, is placed before the meeting."
NOTES:
(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF ONLY ON A POLL AND THE PROXY NEED NOT BE A MEMBER.
A proxy form, duly completed and stamped, must reach the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting. (b) The relevant Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of item nos. 6 to 11 stated above is annexed hereto. (c) The Register of Members and Share Transfer Books of the Company will remain closed from September 17, 2011 to September 29, 2011, both days inclusive, in terms of the provisions of Section 154 of the Companies Act, 1956.
(d) Dividend on Equity Shares as recommended by the Directors for the financial year ended December 31, 2010 when declared at the meeting will be paid:
(i)
to those Members whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before September 16, 2011
or
(ii) in respect of shares held in electronic form, to those "Deemed Members" whose names appear in the Statement of Beneficial Ownership furnished by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as at the end of business hours on September 16, 2011. (e) The Company has transferred the unclaimed amounts of dividends up to the financial year ended December 28, 2003 to the General Revenue Account/Investor Education and Protection Fund of the Central Government as required under Sections 205A and 205C of the Companies Act, 1956.
(f)
Members are requested to encash their Dividend Warrants on receipt as Dividend remaining unclaimed for seven years is required to be transferred to the Investor Education and Protection Fund established by the Central Government under Section 205C of the Companies Act, 1956. Once unclaimed dividends are transferred to this fund, Members will not be entitled to claim these dividends. Members seeking any information or clarification on the Accounts are requested to send in written queries to the Company, at least one week before the date of the meeting. Replies will be provided in respect of such written queries received only at the meeting.
(g)
(h) Members/Proxies should bring the Attendance Slip sent herewith, duly filled in, for attending the meeting.
(i)
Members are requested to immediately address their communications regarding transfer of shares, change of address, dividend mandates, etc. quoting their folio number(s) to the Company's Registrar & Transfer Agent: M/s Sharepro Services, 912, Raheja Centre,
Telephone: (022) Fax: (022) 66134700 22825484
Free Press Journal Road, Nariman Point, Mumbai - 400 021 OR 13 AB, Samhita Co.op. Warehousing Complex, Plot No. 53, Sakinaka, Off Andheri Kurla Road, Andheri (E) Mumbai - 400 072 (j)
Telephone: (022)
67720300,
67720400
Fax:
(022)
28375646
Members holding shares in identical order of names in more than one folio are requested to write to the Company's aforesaid Registrar & Transfer Agent, and send their share certificates to enable consolidation of their holdings into one folio.
(k) Members holding shares in dematerialised form, may please note that while opening a depository account with the depository participants they may have given their bank account details, which will be printed on their dividend warrants. However, if Members want to change/correct the bank account details, they should communicate the same immediately to the concerned Depository Participant. Members are also requested to furnish the MICR code of their bank to their Depository Participant. The Company will not entertain any direct request from Members for deletion/change in the bank account details furnished by Depository Participants to the Company.
(I) Members holding shares in physical form are requested to note that, in order to avoid any loss/interception in postal transit and also to get prompt credit of dividend through Electronic Clearing Service (ECS), they should submit their ECS details to the Company's Registrar & Transfer Agent by September 16, 2011. The requisite ECS application form can be obtained from the Company's Registrar & Transfer Agent. Alternatively, Members may provide details of their bank account quoting their folio numbers by the said date, to the Company's Registrar & Transfer Agent to enable them to print such details on the dividend warrants.
(m) Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest to avail of the nomination facility by filling Form 2B. Blank forms will be supplied by Company's Registrar & Transfer Agent on request. Members holding shares in the dematerialised form may contact their Depository Participant for recording nomination in respect of their shares.
(n) Members are requested to bring their copy of the Annual Report to the Annual General Meeting.
By Order of the Board of Directors

Barkha Bordia Company Secretary
Mumbai
Date : August 18, 2011
Registered office: Cadbury House 19, Bhulabhai Desai Road Mumbai - 400 026.
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Explanatory Statement under Section 173(2) of the Companies Act, 1956 Item No. 6 & 7 The Board of Directors appointed Mr. Sunil Taldar as an Executive Director of the Company with effect from May 1, 2011 for a period of 5 years. The terms of appointment, remuneration and perquisites of Mr. Sunil Taidar as set out in the Agreement referred to in the resolution are subject to the approval of the Shareholders of the Company and the Central Government under Schedule XIII of the Companies Act, 1956. The approval from Central Government will be obtained as Mr. Sunil Taldar was not staying in India for a continuous period of twelve months immediately preceding the date of his appointment.
The Company has also received notice under Section 257 of the Companies Act, 1956, along with a deposit of ? 500 from a member intimating his intention to propose the candidature of Mr. Sunil Taldar for the office of a Director of the Company.
The material terms of appointment and remuneration of Mr. Sunil Taldar as set out in the said Agreement are as follows: Clause 1 Clause 2 Parties to the Contract Effective date of appointment as Executive Director Duration of the term Duties of Executive Director (a) Cadbury India Limited (b) Mr. Sunil Taldar May 1, 2011
5 years
Substantial powers of management subject to such restrictions as the Board may impose from time to time. Regd. Office of the Company Salary (1) Basic Salary - ? 3,23,000/- p.m. (2) Allowances - ? 2,23,8207- p.m. Any increases in Basic Salary and allowances within the overall limit of ? 15 Lacs p.m. as may be approved by the Board of Directors from time to time. Management Incentive Plan/Commission Management Incentive plan/Commission subject to a maximum of 1% of Net Profit. Provident fund, Gratuity and Superannuation: As per applicable rules from time to time and Company policy. Perquisites/Benefits Company Accommodation. Gas, electricity and water expenses to be reimbursed by the Company. Medical Reimbursement and Personal Accident Insurance as per the Company
Clause 3
Clause 4 Clause 5 & 6
Place of Work Remuneration, Perquisites and Benefits
policy.
Leave Travel Allowance, once in a year, as per the rules of the Company. Club fees - Membership of 1 club. Use of car with driver.
Clause 7
Confidentiality:
Clause 8
Termination of the agreement
Clause 9
APPENDIX
Notices to either parties
Reimbursement of expenses on telephone at residence. Housing Loan, Furniture & Appliance Scheme as per Company policy. Reimbursement of expenses reasonably incurred in cash or by credit card while on Company duty. Shifting and joining allowance for relocation (one time). Executive Director not to divulge, disclose or use for his own purpose, information, knowledge etc. relating to the business activities of the Company gathered during employment with the Company. Automatic termination due to superannuation, resignation, etc. Immediate termination due to misconduct, conviction for a criminal offence or dishonest acts. Termination with 3 months notice during prolonged illness or incapacity. Mutual notice for termination. Mode of Service.
1.
Inventions and improvements.
2. 3. 4. 5
Confidential information - not to divulge trade secret or confidential information. Non Solicitation - after termination of the employment. Non Competition. Return of papers - after termination of the agreement.
The Board of Directors of the Company is authorised to vary the aforesaid remuneration, perquisites and benefits, including the monetary value thereof, provided the said variation is as per Company policy and within the overall limits laid down in the relevant provisions of the Companies Act, 1956 and Schedule XIII thereto. In the event of loss or inadequacy of profits in any financial year of the Company, payment of remuneration will be made in accordance with the provisions of Schedule XIII to the Companies Act, 1956 Mr. Sunil Taldar will not be entitled to sitting fees for attending meetings of the Board of Directors or Committees thereof. A copy of the aforesaid Agreement entered into between the Company and Mr. Sunil Taldar is available for inspection by the Members at the Registered Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working day of the Company up to the date of the Annual General Meetings The Board recommends this Resolution for approval by the Members.
Memorandum of Interest
Except Mr. Sunil Taldar, no other Director is concerned or interested in this Resolution. Item No. 8 & 9 The Board of Directors appointed Mr. Frans Ryden as an Executive Director of the Company with effect from May 2, 2011 for a period of 3 years.
The terms of appointment, remuneration and perquisites of Mr. Frans Ryden as set out in the Agreement referred to in the resolution are subject to the approval of the Shareholders of the Company and the Central Government under Schedule XIII of the Companies Act, 1956. The approval from Central Government will be obtained as Mr. Frans Ryden was not staying in India for a continuous period of twelve months immediately preceding the date of his appointment.
The Company has also received notice under Section 257 of the Companies Act, 1956, along with a deposit of ? 500 from a member intimating his intention to propose the candidature of Mr. Frans Ryden for the office of a Director of the Company.
The material terms of appointment and remuneration of Mr. Frans Ryden as set out in the said Agreement are as follows: Clause 1 Clause 2 Parties to the Contract Effective date of appointment as Executive Director Duration of the term Duties of Executive Director (a) Cadbury India Limited (b) Mr. Frans Ryden May 2, 2011 3 years Substantial powers of management subject to such restrictions as the Board may impose from time to time. Regd. Office of the Company Salary Basic Salary - ? 12,38,659/- p.m. Any increases in Basic Salary and allowances within the overall limit of ? 30 Lacs p.m. as may be approved by the Board of Directors from time to time. Management Incentive Plan/Commission Management Incentive plan/Commission subject to a maximum of 1 % of Net Profit. Perquisites/Benefits Company accommodation. Gas, electricity and water expenses to be reimbursed by the Company. Medical Reimbursement and Personal Accident Insurance as per the Company policy. Leave Travel Allowance, once in a year, as per the rules of the Company. Club fees - Membership of 1 club. Use of car with driver. Reimbursement of expenses on telephone at residence. Housing Loan, Furniture & Appliance Scheme as per Company policy. Reimbursement of expenses reasonably incurred in cash or by credit card while on Company duty. Shifting and joining allowance for relocation (one time).
Clause 3
Clause 7
Confidentiality
Clause 8
Clause 9
APPENDIX
Executive Director not to divulge, disclose or use for his own purpose, information, knowledge etc. relating to the business activities of the Company gathered during employment with the Company. Automatic termination due to resignation, etc. Immediate termination due to misconduct, conviction for a criminal offence or dishonest acts. Termination with 3 months notice during prolonged illness or incapacity. Mutual notice for termination. Mode of Service.
1.
Inventions and improvements
2. 3. 4. 5
Confidential information - not to divulge trade secret or confidential information Non Solicitation - after termination of the employment Non Competition Return of papers - after termination of the agreement
The Board of Directors of the Company is authorised to vary the aforesaid remuneration, perquisites and benefits, including the monetary value thereof, provided the said variation is as per Company policy and within the overall limits laid down in the relevant provisions of the Companies Act, 1956 and Schedule XIII thereto. In the event of loss or inadequacy of profits in any financial year of the Company, payment of remuneration will be made in accordance with the provisions of Schedule XIII to the Companies Act, 1956 Mr. Frans Ryden will not be entitled to sitting fees for attending meetings of the Board of Directors or Committees thereof. A copy of the aforesaid Agreement entered into between the Company and Mr. Frans Ryden is available for inspection by the Members at the Registered Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working day of the Company up to the date of the Annual General Meeting. The Board recommends this Resolution for approval by the Members.
Memorandum of Interest Except Mr. Frans Ryden, no other Director is concerned or interested in this Resolution.
Item No. 10 & 11

The Board of Directors appointed Ms. Sree Patel as an Additional Director and then as an Executive Director of the Company with effect from May 23, 2011 for a period of 5 years. As an Additional Director she holds office upto the Annual General Meeting. Hence, item no. 10 & 11 are to seek her appointment as an Executive Director. The Company has also received notice under Section 257 of the Companies Act, 1956, along with a deposit of ? 500 from a member intimating his intention to propose the candidature of Ms. Sree Patel for the office of a Director of the Company.
The terms of appointment, remuneration and perquisites of Ms. Sree Patel as set out in the Agreement referred to in the resolution are subject to the approval of the Shareholders of the Company. The material terms of appointment and remuneration of Ms. Sree Patel as set out in the said Agreement are as follows: Clause 1 Parties to the Contract : (a) Cadbury India Limited (b) Ms. Sree Patel
Clause 2
Clause 3
Effective date of appointment as Executive Director Duration of the term Duties of Executive Director
May 23, 2011

5 years Substantial powers of management subject to such restrictions as the Board may impose from time to time. Regd. Office of the Company Salary
(1) Basic Salary - ? 3,00,833/- p.m. (2) Allowances-?1,91,377/-p.m.
Any increases in Basic Salary and allowances within the overall limit of ? 15 Lacs p.m. as may be approved by the
Board of Directors from time to time.
Management Incentive Plan/Commission Management Incentive plan/Commission subject to a maximum of 1% of Net Profit. Provident fund, Gratuity and Superannuation: As per applicable rules from time to time and Company policy. Perquisites /Benefits
HRA?1,50,000/-p.m.
Gas, electricity and water expenses to be reimbursed by the Company. Medical Reimbursement and Personal Accident Insurance as per the Company policy. Leave Travel Allowance, once in a year, as per the rules of the Company. Club fees - Membership of 1 club. Use of car with driver. Reimbursement of expenses on telephone at residence.
Housing Loan, Furniture & Appliance Scheme
Clause 7
Confidentiality
Clause 8
as per Company policy. Reimbursement of expenses reasonably incurred in cash or by credit card while on Company duty. Shifting and joining allowance for relocation (one time). Executive Director not to divulge, disclose or use for his own purpose, information, knowledge etc. relating to the business activities of the Company gathered during employment with the Company. Automaticterminationdueto superannuation, resignation, etc. Immediate termination due to misconduct, conviction for a criminal offence or dishonest
acts.
Termination with 3 months notice during prolonged illness or incapacity. Mutual notice for termination. Mode of Service.
Clause 9
APPENDIX
1. 2. 3.
Inventions and improvements. Confidential information - not to divulge trade secret or confidential information. Non Solicitation - after termination of the employment.
4. 5
Non Competition. Return of papers - after termination of the agreement.
The Board of Directors of the Company is authorised to vary the aforesaid remuneration, perquisites and benefits, including the monetary value thereof, provided the said variation is as per Company policy and within the overall limits laid down in the relevant provisions of the Companies Act, 1956 and Schedule XIII thereto. In the event of loss or inadequacy of profits in any financial year of the Company, payment of remuneration will be made in accordance with the provisions of Schedule XIII to the Companies Act, 1956 Ms. Sree Patel will not be entitled to sitting fees for attending meetings of the Board of Directors or Committees thereof. A copy of the aforesaid Agreement entered into between the Company and Ms. Sree Patel is available for inspection by the Members at the Registered Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working day of the Company up to the date of the Annual General Meeting. The Board recommends this Resolution for approval by the Members.
Memorandum of Interest
Except Ms. Sree Patel, no other Director is concerned or interested in this Resolution.
By Order of the Board of Directors

Barkha Bordia Company Secretary
Mumbai Date-.August 18, 2011
Registered office: Cadbury House 19, Bhulabhai Desai Road Mumbai - 400 026.
REPORT OF THE DIRECTORS

Dear Members, Your Directors are pleased to present the 63rd Annual Report together with the Audited Accounts of the Company for the year ended December 31, 2010.
ry on f\f\f\
Sale S
(7 lac: )
1.
Financial Highlights The table below gives the financial highlights of the Company in the financial year 2010 as compared to previous financial year.
2,40,000
I
2,00,000
2010
?Lacs
Sales Other Income
2033 5,2 3,027 253,350
2009 ? Lacs 193,438 1,422 194,860
1 ,60,000
1 ,20,000
Profit before Interest, Depreciation & Tax Interest Depreciation Profit Before Tax and Exceptional Items Provision for Taxation: - Current Tax - Deferred Tax Profit after Tax and before exceptional items Exceptional items and tax adjustments of earlier years Net Profit (after tax adjustments of earlier years) Balance in P&L A/c. brought forward Balance available for distribution Utilized for buy back of Shares Proposed Dividend (including Dividend Tax) Transfer to General Reserve Balance in P&L A/c. carried forward Earnings per share - Basic & diluted in Rupees
80,000
31,386 (9) 30 (,7) 606 24,919 (,0) 570 1,808 21,028

(150)
28,142 (2) 38 (4,383) 23,431 (3,928) (651) 18,852

11
40,000
'"Y': ''
i
2007 2008
;:';: . i r
iji/iJ/'-V
2006
2009
2 D10
Break Up of Costs
(7 lacs)
20,878 44,322 65,200

722 208 ,8
18,863 38,992 57,854

1 1 ,385 727 1,420
Dividend 0.3% Utilised for Buy Back 0.0%
Taxation 1.6%
Interest
0.2%
Depreciation 2.4% General Reserve 0.8% Retained Earnings 7.1%
6,9 230 6.0 72
44,322
Employees
Operation & Establishment 35.8%

7.4%
59.72
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2.
Dividend The Directors recommend dividend of ? 21- per share for the financial year ended December 31, 2010. The dividend, if approved at the forthcoming Annual General Meeting, will be paid to: (i) all those Equity Shareholders whose names appear on the Register of Members of the Company, after taking into account all valid share transfers in physical form lodged with the Company on or before September 16, 2011 or those whose names appear as beneficial owners as at the end of business on September 16, 2011 as per lists to be furnished by the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited.
Profit after Tax

$ lacs)
22,500 20,000 17,500 15,000 12,500
ii
(ii)
10,000 7,500 5,000
l :i
;1
:
':'y-j>,'v? ! :
3.
Status of reduction of the Paid-up Equity Share Capital of the Company At the Extra Ordinary General Meeting held on November, 16, 2009, a Special Resolution was passed by the shareholders to reduce the Paid-up Equity Share Capital of the Company by paying off/ returning to the holders of the equity shares (otherthan the Promoters viz. Cadbury Schweppes Overseas Limited and Cadbury Mauritius Limited) a sum of ? 1,340/- (Rupees One Thousand Three Hundred Forty only) per share comprising the face value of ? 10/- and a premium of ? 1,330/- per share pursuant to Section 100 of the Companies Act, 1956 and Article 63 of the Company's Articles of Association. Company filed a petition in the Bombay High Court to seek confirmation of the Court, which was admitted by the Court on December 18, 2009. The petition continues to be heard by the Honorable court.
2,500
11
: 0! ' :&'>':.,;
;flSwa
IfSf
2009 2010
0 2006 2007 2008
Dividend (including tax)

(7 lacs) 900 800
700 600
j f
|:
4.
Particulars of employees As on December 31, 2010 the total number of employees on Company records was 2855. The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the shareholders excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Company's Registered Office.
500 400 300 200 100

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'"i 4 , ' S;; ''V;;
j
1
;>'-': .;!;;-;:yv:'
2009
'^.'.?';-!'K?:;
M K " ? A ^
0 2006 2007 2008 2 1 0 0
5.
Quality & Food Safety Quality and Food Safety Standards continue to be raised with the aim for quality to encompass the supply chain end-to-end, i.e. quality in procurement, manufacturing, and distribution. Material suppliers are being qualified as per GFSI (Global Food Safety Initiative) and for critical ingredients such as dairy, qualification as per Kraft Supplier Quality Expectations is being implemented. Overall nearly 95 material suppliers will have been qualified by first quarter of next year. In addition, supplier forums are being conducted to raise awareness about our expectations on compliance to quality policies and guidelines. Quality in manufacturing continues to remain a high focus area. Baddi, Malanpur and Bangalore factories have been qualified under FSSC 22000, global quality management system. In addition, initiatives such as Consumer Relevant Quality Standards, Statistical Process Control, Quality Information Systems, Quality Circles and building Quality & Food Safety into design are being driven. Quality in the distribution system is being augmented through increased audits and investments to upgrade warehouses and depots as per GMP norms. To raise product quality assurance, collection of product samples from different markets and assessment against quality standards has been initiated. To supplement these efforts, the quality evaluation infrastructure is being augmented, including through qualifying laboratories for microbiology and product analysis.
Shareholders' Funds
(? lacs) 80,000
72,000 f 64.000 56,000 48,000 40,000 |
:
32,000 24,000 16,000 8,000 0 2006 2007 2008 2009
- :
2010
Asset Turnover
(Times) 4.0
3.5
6.
Environment, Health, Safety and Sustainability Focus continues on implementation of priority safety standards, including for commercial safety. Initiatives such as safety week celebration and defensive driving sessions have helped improve the safety culture at the company. Water consumption per ton has come down by 15% through initiatives on reduce, reuse, recycle and replenish. Initiatives for water conservation include installation of a reverse osmosis system at our Baddi factory to treat the waste water and use it back in boilers and cooling towers. Carbon emission and energy consumption have been reduced by 27% and 14%, respectively. Energy saving projects have been implemented at all the factories which have helped reduce carbon emissions as well as the energy consumption.
3.0
i
2.5
2.0
1.5
1.0
f
;
ti;
0.5
0.0 2006 2007 2008 2009 2010
7.
Directors
Resignations Mr. Suresh Talwar resigned as Director with effect from March 31, 2011, Mr. Sunil Sethi resigned as Executive Director with effect from April 1, 2011 and Mr. Rajesh Garg resigned as Executive Director with effect from April 5, 2011. The Board places on record its appreciation of the valuable services rendered by them during their tenure as Director. Appointments Mr. Sunil Tafdar has been appointed as an Executive Director with effect from May 1, 2011, Mr. Frans Ryden has been appointed as an Executive Director with effect from May 2, 2011 and Ms. Sree Patel has been appointed as an additional Executive Director with effect from May 23, 2011.
Retirement by Rotation Mr. Harsh MarJwala is retiring by rotation and, being eligible, offers himself for re-appointment. Mr. Jaiboy Phillips is retiring by rotation.
10. Fixed Deposits There were no outstanding Fixed Deposits at the end of this or the previous year. The Company did not accept any Fixed Deposits during the year. 11. Subsidiary Company Induri Farm Limited, the wholly owned subsidiary of your Company made a profit of ? 4.91 Lacs during the year under review (previous year profit of ? 2.46 Lacs) for which no adjustments have been made in the books of the Company. The Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956, is given at the end of Notes to the Accounts
12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are attached as Appendix "A" to this report. 13. Auditors Messrs. Lovelock & Lewes, Chartered Accountants, retire and are eligible for re-appointment as Auditors.
14. Cost Auditor
8.
Directors' Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors' confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed; b. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at December 31, 2010 and of the profit of the Company for the year ended December 31, 2010; c. 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; d. the annual accounts have been prepared on a going concern basis.
The Central Government's Cost Audit Order specifies audit of Cost Accounting Records of Malted Food - Bournvita every year. The Board of Directors, have appointed Mr. V. V. Deodhar, Cost Accountant, Mumbai, to carry out this audit for the current year at a remuneration of ? 55.000/- plus reimbursement of out-of-pocket expenses. 15. Acknowledgment The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors would also like to acknowledge the sustained guidance, assistance and advice received during 2010 from Kraft Foods pic.
9.
Audit Committee The Audit committee comprises of two non-executive directors and one executive director. Mr. C. Y. Pal is the Chairman of the Audit Committee. During 2010, four Audit Committee meetings were held.
For and on behalf of the Board of Directors

C. Y. PAL
Chairman
Place: Mumbai Date : August 18, 2011
ANNEXURE 'A' TO THE DIRECTORS' REPORT

Additional information as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988;
CONSERVATION OF ENERGY
(a) Energy conservation measures taken:

Energy conservation continues to an area of emphasis and is regularly monitored in every manufacturing unit of the Company.
The following energy conservation measures were taken up during the year. Condensate recovery improved at Induri to increase boiler efficiency Automatic blow down for boilers at Baddi Energy audits conducted at various sites Energy efficient pumps VFD's installed on tank agitators to reduce electricity usage Installation of steam jet ejector vacuum system for oven crumb
(b) Additional investment and proposals being implemented for reduction of consumption of energy: Interlocks to stop idle assets LED lights to reduce electricity usage Recovery of steam leakages Improve insulation of steam pipes to reduce heat loss (c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: The implementation of energy saving projects has helped in containing energy costs. (d) Total energy consumption and energy consumption per unit of production in prescribed form 'A':
2010
(A) POWER AND FUEL CONSUMPTION IN RESPECT OF:
2009
1.
Electricity (a) Purchased

Units (KWH in lacs)
Total amount (? in lacs) Rate per unit (?/unit) (b) Own Generation Through Diesel Generator
Units (KWH in lacs)
512.5 2,553.4 5.0
388.9 1,734.0 4.5
Units per litre of diesel oil Cost per unit (?/unit)

2. Furnace Oil/LSHS/LDO/HSD/SKO
63.7 3.3 11.3

675.5 220.2 32.6 43,480.8 1,397.8 3.2
15
97.1 3.3 9.2 615.8 169.4 27.5

28,006.2 1 ,223.3 4.4
Qty. (K. Ltrs.)
Total amount (? in lacs) Average rate (?/ltr.)

3. Bagasse/Saw Dust/Coal/Wood Qty. (in tonnes) Total amount (? in lacs) Average rate (? per Kg.)
2010 4. RLNG
2009 12.6 76.2 6.0
Qty. (in '000 MMBTU)
25.9 111.2 4.3
Total amount (? in lacs)

Avg. rate (? per '000 MMBTU)
B. CONSUMPTION PER UNIT OF PRODUCTION
Confectionery and Food Drinks

(i) Electricity (KWH/T)
570.5 0.007 430.6 0.3 597.1 0.008 344.1 0.2
(ii) Furnace Oil/LHS/LDO/HSD (KL/T)
(iii) Bagasse/Coal (KGS/T)

(iv) RLNG (MMBTU/T) TECHNOLOGY ABSORPTION
(e) Efforts made in technology absorption in prescribed Form 'B':

Research & Development
1.
Activities at the Science & Technology centre in areas of innovation in product, packaging & process
CADBURY DAIRY MILK SILK: Design and commercialise a range of Center Filled Products (Caramel, Bubbly, Mousse) CADBURY DAIRY MILK : Launch of a format for home COM consumption and sharing CADBURY FIVE STAR : Renovation to a more softer chewier eat experience CADBURY PERK : Relaunch with improved formulation to continue the value sustenance of CWB. CADBURY DAIRY MILK SILK VARIANTS : Novel inclusions
Crumb capacity expansion with T reactor ramp up and Commissioning at Baddi

BOURNVITA : Value engineered Bournvita LUP proposition for SEC C&D consumers
BOURNVITA : Relaunch in new sustainable packaging with improved recipe offering/claims
BUBBALOO strawberry variant to sustain excitement with the brand and product HALLS : Relaunch of base variant Halls with colored speckles
ECLAIRS : Development work on Eclairs relaunch with softer and less sticky caramel

2.
GIFTING : Invisible seal and autotaping/glueing Recyclable monolayer laminate structure implementation Value engineering on PET jar design for sustainability
Benefits derived:
Higher value offering PERK has been accepted as an excellent 'value for money' product and has driven growth in the Affordable Market. Strengthen the CADBURY DAIRY MILK SILK brand image as the best Indian chocolate through novel inclusions and differentiated eat experience through centres
New variants and packs for HALLS and ECLAIRS has enabled these brands to record good growths
Stronger claims in Bournvita to target consumer health and wellness as well as drive sustainability through design Prevention from pilferage and infestation through invisible seals Maintain recyclability of laminate structure and savings in polymer consumption for sustainability
3.
Future Plans:
4.
Explore new product opportunities to sustain growth within the business Continuous renovation and extension of existing products and brands to sustain market share Invest in break through technologies for enhancing capacity and faster innovation
Expenditure on R&D ? Lacs

a.
b. c.
Capital
Recurring Total
96.94
817.86 914.80
d.
Total as % of turnover
0.37 %
Technology Absorption, Adoption and Innovation: Efforts continue to assimilate group technology for improving product quality.
FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

1. Activities relating to export initiatives taken to increase the development of new markets for products and services:
The Company's Exports in 2010 were to Sri Lanka, Dubai, USA, Maldives and Bangladesh. 2. Total foreign exchange used and earned: ? Lacs 1. 2. Foreign exchange earnings Foreign exchange outgoings 2,662.42 28,566.94
(includes raw materials, components and spare parts, capital goods and other expenditure in foreign currency including dividend)
17
AUDITORS' REPORT TO THE MEMBERS OF CADBURY INDIA LIMITED

1. We have audited the attached Balance Sheet of Cadbury India Limited (the 'Company'), as at 31st December, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those 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 statements. 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 (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. Without qualifying our opinion, we draw your attention to Note 26 of Schedule 20, regarding the receipt of a subpoena (notice) from the Securities and Exchange Commission, United States of America by Kraft Foods Inc., the ultimate holding company, on 1st February, 2011, in connection with the investigation of the Company's dealings under the Foreign Corrupt Practices Act, 1977 of the United States of America. We are unable to comment on the adjustments/ disclosures that may be required upon completion of the aforesaid investigation and/or if it is concluded that the company has not complied with any laws and regulations in India.
2.
3.
4.
5.
6.
The financial statements of the Company as at 31 st December, 2009 and for the year ended on that date were audited by another firm of Chartered Accountants who, vide their report dated 11th March, 2010, expressed an unmodified opinion on those financial statements. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; (e) On the basis of written representations received from the directors, as on 31st December, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; (f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st December, 2010; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For Lovelock & Lewes Firm Registration No. 301056E Chartered Accountants Himanshu Goradia Partner Membership No. 45668
Mumbai, 18th August, 2011
ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of Cadbury India Limited on the financial statements for the year ended 31st December, 2010] 1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. (b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. (c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year. 2. (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. In our opinion, the discrepancies noticed on physical verification of inventory as compared to book records were not material. 3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (iii)(b) to (iii)(d) of paragraph 4 of the Order are not applicable to the Company for the current year. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to the Company for the current year. 4. In our opinion and according to the information and explanations given to us, except for inadequate internal controls over (a) processing and payment of invoices for purchase of inventory and fixed assets and (b) certain payments for services (to the extent those that have been capitalised as fixed assets) in accordance with the agreed contractual terms and evidence of services received, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. 5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section. (b) In our opinion and according to the information and explanations given to us, in respect of the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year, prevailing market prices at the relevant time are not available as these transactions are of a special nature. 6. The Company has not accepted any deposits from the public within the meaning of Section 58A of the Act and the rules framed there under. 7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. 8. We have broadly reviewed the books of account maintained by the Company in respect of the products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. 9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for certain dues in respect of service tax and cess thereon, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities in India. According to the
information and explanations given to us, the extent of the arrears of service tax and cess thereon (including interest) outstanding as at 31st December, 2010, for a period of more than six months from the date they became payable are as follows Name of the Nature of Dues statute The Finance
Act, 1994
Service tax and cess thereon including interest, as applicable
Amount Period to which Due date Date of Payment ? lacs the amount relates 8.01 January 2010 5th February, 2010 7th June, 2011
0.56 January 2010 7.93
February 201 0
8.00 February 2010 70.29 March 2010 8.11
5th February, 2010 5th March, 2010 5th March, 2010 31st March, 2010
Not paid
7th June, 201 1
Not paid 7th June, 201 1 and

29th June, 201 1
March 2010
31st March, 2010

5th May, 2010 5th May, 2010 5th June, 2010
Not paid
29th June, 201 1
0.57 April 2010 11.14 April 2010 7.66 May 201 0 4.52 May 2010
Not paid
7th June, 2011
5th June, 2010
Not paid
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, wealth-tax, customs duty and cess which have not been deposited on account of any dispute. The particulars of dues of sales tax, service tax and excise duty as at 31 st December, 2010 which have not been deposited on account of a dispute, are as follows Name of the statute Nature of dues
Amount* Period to which the
? lacs amount relates The Central Sales Tax Sales tax including interest and penalty, Act, 1956 and Local Sales Tax Acts as applicable
6658.27 1995-2010
133.46 1993-1994, 2000-2001 to 2002-2003 and 2004-2005 33.83 1991-1994 1997-1 998 to 20012002 1998 to 2010
Forum where the dispute is pending Appellate Authority up to Commissioner's level Tribunal
The Finance Act, 1994 Service tax including interest and penalty, as applicable Excise duty including The Central Excise Act, 1 944 interest and penalty, as applicable
121.30
The High Court of Allahabad The High Court of Judicature at Bombay Appellate Authority up to Commissioner's level
Customs, Excise &
4019.48
5826.48
1998 to 2010
Service Tax Appellate

Tribunal
232.40 2006-2007 60.11 2005-2006
The High Court of Judicature at Bombay Supreme Court
Net of amounts paid including under protest.
10. The Company has no accumulated losses as at 31st December, 2010 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.
11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders. 12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company. 14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. 15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. 16. In our opinion, the Company has not obtained any term loans that were not applied for the purposes for which these were raised. 17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long-term investment. 18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. 19. The Company has not issued any debentures. 20. The Company has not raised any money by public issues during the year. 21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, except as may be concluded upon completion of the ongoing investigation in the matter referred to in Note 26 of Schedule 20 to the financial statements and paragraph 4 of the Auditors' Report above, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. For Lovelock & Lewes Firm Registration No. 301056E Chartered Accountants
Himanshu Goradia Partner Membership No. 45668
Balance Sheet as at 31st December, 2010

Schedule
As at
31st December, 2010
31st
As at
December, 2009
? lakhs
Sources of Funds Shareholders' Funds Capital Reserves and Surplus Loan Funds Secured Loans Unsecured Loans Deferred Taxation Deferred Tax Liability Less: Deffered Tax Asset
? lakhs
? lakhs
? lakhs
1
2
3,106.70 70,128.59
73,235.29
3,106.70 49,972.80 53,079.50 227.79 988.91 852.91 1,216.70 1,926.07 (836.79) 1 ,089.28 55,385.48 74,088.20
3
4
852.91
5 8
Total
Application of Funds Fixed Assets Gross Block Less: Depreciation/Amortisation Net Block Capital Work-in-Progress (including advances for capital expenditure)
6 89,880.90 39,237.41 50,643.49 8,011.51
7
72,474.72
37,208.89 35,265.83 15,252.80 58,655.00 5,790.07 50,518.63 1 ,800.60 1,394.92
Investments Deferred Taxation Deferred Tax Asset Less: Deffered Tax Liability Current Assets, Loans and Advances Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Less: Current Liabilities and Provisions Liabilities Provisions
Net Current Assets
8 5
3,580.43 2,185.51
9 10 11 12
33,922.96 4,047.80 41,056.20 3,620.84 82,647.80
19,982.24 3,109.46 27,099.73 6,592.73 56,784.16 49,446.51

4,271.40
13 14
65,136.30 9,263.29 74,399.59 8,248.21
53,717.91 3,066.25 55,385.48
Total
74,088.20
20 Notes to the Financial Statements Schedules 1 to 14 and 20 referred to above form an inte gral part of the Balance Sheet.
In terms of our report of even date
For Lovelock and Lewes Firm Registration No. 301056E Chartered Accountants Himanshu Goradia Partner Membership No. 45668 Mumbai, 18th August, 2011 For and on behalf of the Board
C. Y Pal
Chairman
Frans Ryden Finance Director
Anand Kripalu
Managing Director Barkha Bordia

Company Secretary
Profit and Loss Account for the year ended 31st December, 2010
Schedule
Year ended
31st December, 2010
Year ended 31st December, 2009 7 lakhs

204,508.30
11,070.51 193,437.79 1 ,422.67
? lakhs
Income Gross Sales Less: Excise Duty on Sales Net Sales Other Income
261,489.99
7 lakhs
? lakhs
11,166.40
15
250,323.59 3,026.86 253,350.45
194,860.46 83,936.54 14,780.66 68,001.21 327.76 4,383.29
Expenditure
Materials Cost Personnel Cost Other Expenses Interest and Finance Charges Depreciation/Amortisation Profit before Taxation Provision for Taxation For the year Current Tax Deferred Tax Fringe Benefits Tax For earlier year Current Tax Deferred Tax Profit after Taxation Balance brought forward from previous year 16 17 18 19
112,640.62 18,713.49 90,610.65 390.33 6,075.88 228,430.97 24,919.48
171,429.46 23,431 .00
5,700.00 (1,808.28) 3,891.72 825.71 (675.93) 4,041.50 20,877.98 44,322.43 65,200.41
3,823.15 651.05 105.00 4,579.20 (10.92) 4,568.28 18,862.72 38,991 .62 57,854.34 11,384.91 1 ,420.00 621 .39 105.61 44,322.43
57,854.34
Appropriations Utilised for Buyback of Shares Transfer to General Reserve Proposed Dividend Tax on Proposed Dividend Balance carried to Balance Sheet
2,087.80 621.39 100.80 62,390.42 65,200.41
Earnings per Share - Basic and Diluted [? per Equity Share of ? 10 each] [Refer Note 21 of Schedule 20] Notes to the Financial Statements
67.20
59.72
20
Schedules 15 to 20 referred to above form an integral peirt of the Profit and Loss Account.

For Lovelock and Lewes Firm Registration No. 301 056E ' Chartered Accountants
For and on behalf of the Board
C. Y. Pal Chairman
Anand Kripalu Managing Director
Himanshu Goradia
Partner Membership No. 45668 Mumbai, 18th August, 2011
Frans Ryden
Finance Director Mumbai, 18th August, 2011
Barkha Bordia
Company Secretary
Cash Flow Statement for the year ended 31st December, 2010
Year ended 31st December, 2010 Year ended December, 2009 ? lakhs ? lakhs
31st
? lakhs
A. Cash Flow from Operating Activities Net Profit before Taxation Adjustments for Depreciation/Amortisation
Interest Income
6,075.88 (1,420.04) (336.45) 345.51 390.33 (58.97)
? lakhs
24,919.48
23,431 .00
4,383.29 (1 ,056.46)
(44.09)
Dividend on Current Investments - Non Trade (Gross) Loss on Sale/Disposal of Fixed Assets (Net) Interest and Finance Charges Interest Free Sales tax Loan written back
31.69 327.76 4,996.26

3,642.19
Operating profit before working capital changes Adjustments for Trade and Other Receivables
Inventories
952.77 (13,940.72) 20,153.14
29,915.74
27,073.19
(46.92) 2,298.26 8,847.65 7,165.19 1 1 ,098.99 38,172.18 (5,046.40) 33,125.78
Trade and Other Payables
Cash generated from operations Direct Taxes paid (Net of refund of taxes) Net cash from operating activities B. Cash Flow from Investing Activities Purchases of Fixed Assets (including advances for capital expenditure) Sale of Fixed Assets Sale of Long-term Investments Purchases of Current Investments Sale of Current Investments
Interest received Dividend received
(14,566.49) 8.73 290.00 (39,736.46) 35,456.99 959.03 336.45
37,080.93 (4,502.08) 32,578.85
(17,413.26) 5.02 0.15 (9,444.09) 7,935.74 1,056.17

44.09
Net cash used in investing activities
(17,251.75)
(17,816.18)
Cash Flow Statement for the year ended 31st December, 2010 (Contd.)
Year ended
31st December, 2010
Year ended 31st December, 2009
? lakhs
C. Cash Flow from Financing Activities Buyback of Equity Shares
Repayment of Borrowings Interest paid Dividend paid Tax paid on Dividend
? lakhs
? lakhs
lakhs
(11,496.53)
(304.82)
(339.09) (621.11) (105.61) (1,370.63) 13,956.47 27 099.73
41,056.20 (2,953.63) (382.42)
(650.19)
(109.40) (15,592.17)
Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and Cash Equivalents - Opening Balance Cash and Cash Equivalents - Closing Balance [Refer Note 2 below]
(282.57) 27,382.30
27,099.73
Notes: 1. The above cash flow statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statements, notified under sub-section (3C) of Section 211 of the Companies Act, 1956. 2. Cash and Cash Equivalents - Closing Balance include balances aggregating to ? 65.28 lakhs [Previous year ? 63.03 lakhs] with scheduled banks on deposit accounts in respect of margin money and ? 25.45 lakhs [Previous year ? 25.17 lakhs] with scheduled banks on current accounts in respect of unpaid dividend, which are not available for use by the Company. 3. Previous year figures have been audited by a firm of Chartered Accountants other than the present auditors. Previous year figures have been regrouped where necessary.
In terms of our report of even date For Lovelock and Lewes Firm Registration No. 301056E Chartered Accountants
Himanshu Goradia Partner Membership No. 45668 Mumbai, 18th August, 2011
C. Y. Pal Chairman
Anand Kripalu Managing Director Barkha Bordia Company Secretary
Frans Ryden
Finance Director Mumbai, 18th August, 2011
Schedules forming part of the Balance Sheet as at 31st December, 2010

As at 31st December, 2010
lakhs
Schedule 1
lakhs
lakhs
lakhs
Capital
Authorised: 37,500,000 Equity shares of ? 10 each 3,750.00
3,106.95 3,750.00 3,106.95
Issued:
31,069,553 Equity Shares of ? 10 each fully paid-up
Subscribed: 31,067,040* Equity Shares of ? 10 each fully paid-up

* Excludes 2,513 shares held in abeyance due to pending court cases.
3,106.70
3,106.70
Of the above (a) 26,104,044 shares were alloted as fully paidup bonus shares by capitalisation of Share Premium and General Reserve. (b) 18,213,120 shares are held by Cadbury Schweppes Overseas Limited, UK, the holding company and 12,105,313 shares are held by Cadbury Mauritius Limited, Mauritius.
Note: The company bought back and extinguished 1,020,300 and 1,116,168 equity shares in 2008 and 2009 respectively.
Schedule 2
Reserves and Surplus Capital Reserve: Balance as per last Balance Sheet
0.32
464.25 352.63 111.62 0.32
Capital Redemption Reserve: Balance as per last Balance Sheet Add: Transfer from General Reserve on Buyback of Equity Shares
General Reserve: Balance as per last Balance Sheet Less: Transfer to Capital Redemption Reserve on Buyback of Equity Shares
464.25
5,185.80 3,877.42 111.62
464.25
5,185.50
Add: Transfer from Profit and Loss Account Profit and Loss Account
2,087.80 7,273.60 62,390.42 70,128.59
3,765.80 1,420.00 5,185.80

44,322.43
49,972.80

As at 31st December, 2010 As at
31st December, 2009
lakhs
Schedule 3 Secured Loans Cash Credit from Scheduled Banks Secured by hypothecation of all movable assets of the company both present and future. Schedule 4
Unsecured Loans
lakhs
lakhs
lakhs
227.79
Interest Free Sales tax Loan from Government of Madhya Pradesh from Government of Maharastra
357.37 495.54
852.91
493.37 495.54
988.91
[Amount repayable within one year (Previous year ?. 77.03 lakhs)] Schedule 5
Deferred Tax Liability
100.10 lakhs
Deferred Tax Liability - Depreciation/Amortisation
2,185.51
1,926.07
Schedule 6 Fixed Assets

lakhs Gross Block (At Cost) Description
Intangible Assets*
As at 1.1.2010 Additions Deductions
Depreciation/Amortisation As at
31.12.2010
Net Block
As at
1.1.2010
For the On As at As at As at year Deductions 31.12.2010 31.12.2010 31.12.2009
Goodwill Know-how
Tangible Assets Freehold Land Leasehold Land
354.43 184.93
354.43 184.93
354.43
184.93
354.43 184.93
751.37 21.95 10,027.05 57,025.47 1 ,801 .68 572.11 1,698.88 36.85
119.80 4,422.61 17,005.90 48.98 178.11 30.25 2.13

4,167.76 0.37 27.99 204.93 0.55 4,401 .60
766.17
871.17 21.95 14,449.66
4.82 2,073.66
0.22 440.02 5,326.84 82.10 178.85 40.37 7.48 6,075.88 4,383.29

3,988.02 0.29 45.11 13.42 0.52 4,047.36 729.46
5.04 2,513.68 33,352.35 1,349.14 514.87 943.49 19.48 39,237.41 37,208.89
871.17
751.37 17.13 7,953.39 25,011.94 534.35 190.98 782.34 24.33 35,265.83
16.91 11,935.98
36,511.26
Buildings
Plant and Machinery Electrical Installation Furniture and Fittings Office Equipment
69,863.61 32,013.53 1,850.29 722.23 1,524.20 38.43 1,267.33 381.13 916.54 12.52
501.15
207.36 580.71 18.95 50,643.49
Vehicles
Total 72,474.72 21 ,807.78

Previous year
58,694.01
14,546.88]
89,880.90 37,208.89 72,474.72 33,555.06
Capital Work-in-Progress (including advances for capital expenditure)
8,011.51 58,655.00
15,252.80 50,518.63
* Intangible Assets are other than internally generated. @ Buildings include ? 0.01 lakh being the value of 5 shares and share deposits in Co-operative Societies.

As at
31st December, 2010
lakhs
Schedule 7 Investments (Unquoted) Long-term (at cost) Trade: In wholly owned Subsidiary Company
8,000 fully paid-up Equity Shares of ? 100 each
lakhs
lakhs
lakhs
of Induri Farm Limited Non Trade In fully paid-up Bonds Nil (Previous year - 2,400) 5.45% Capital Gains Bonds of ? 10,000 each of National Housing Bank
Nil (Previous year - 500) 5.25% Bonds of
2.25
2.25
240.00
? 10,000 each of Rural Electrification Corporation Limited
50.00 290.00
Current - Non Trade (At lower of Cost and Fair Value): In fully paid-up Units of Mutual Funds
29,862,562 (Previous year - 14,181,040) Units of
? 10 each of HDFC Cash Management Fund Savings Plan - Daily Dividend Reinvestment
23,784,084 (Previous year - Nil) Units of ? 10
3,176.30
1,508.35
each of LIC Liquid Fund - Dividend Plan
2,611.52
5,787.82
5,790.07
1,508.35
1,800.60
Aggregate amount of Quoted Investments Aggregate amount of Unquoted Investments 5,790.07 5,790.07
jJnits
1,800.60 1,800.60
JJnits
Investments purchased and sold during the year Units of ? 10 each of HDFC Cash Management Fund - Savings Plan - Daily Dividend Reinvestment
Units of 10 each of LIC Liquid Fund - Dividend
244,039,214
30,281,385
86,520,159
423,042
Plan
Units of ? 1 ,000 each of TATA Liquid Super High
Investment Fund - Daily Dividend

As at
31st December, 2010
? lakhs
Schedule 8
Deferred Tax Assets
? lakhs
? lakhs
? lakhs
Provision for Employee Benefits Provision for Doubtful Debts Disallowance under Sections 40(a) and 43 B of the Income-tax Act, 1961 Others
572.28
147.09 2,689.19
171.87 3,580.43
450.20 147.10 108.56 130.93 836.79
Schedule 9 Inventories (At lower of cost and net realisable value) Stores and Spare Parts Raw Materials
Packing Materials
1,393.94 9,578.40 2,727.35 4,233.65 15,989.62 33,922.96 1,144.97 5,609.53 1 ,345.67 2,709.63 9,172.44 19,982.24
Work-in-Progress
Finished Goods
Schedule 10
Sundry Debtors
(Unsecured) Debts outstanding for a period exceeding six months

Considered Good Considered Doubtful
399.09 399.09
16.96
389.35 406.31
Other Debts Considered Good Considered Doubtful

4,047.80 89.87 4,137.67 4,536.76 3,092.50 49.87 3,142.37 3,548.68 439.22 3,109.46
Less: Provision for Doubtful Debts
488.96 4,047.80

As at 31st December, 2010 As at
31st December, 2009_
? lakhs
lakhs
lakhs
? lakhs
Schedule 11 Cash and Bank Balances Cash on Hand:

Balances with Scheduled Banks:
on Current Accounts on Deposit Accounts
13.18
177.74
40,800.00 124.34
26,900.00 63.03 41,043.02 41,056.20
12.36
on Margin Money Accounts
65.28
27,087.37 27,099.73
Schedule 12 Loans and Advances (Unsecured, Considered Good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received
Considered Good*
3,109.93
50.24
4,304.54
Considered Doubtful
3,160.17
Less: Provision for Doubtful Advances
50.24
4,304.54
3,109.93 Balances with Excise

Fringe Benefits Tax [Net of Provision of ? 985.20 lakhs (Previous year ? 985.20 lakhs)]
4,304.54 570.06
334.57 176.34
176.34
1,541.79
Current Taxation [Net of Provision of - Nil (Previous

year? 34745.19 lakhs)]
3,620.84 * Includes ? 24.52 lakhs (Previous year ? 0.86 lakhs) due
from Directors. Maximum amount outstanding during the year ? 27.35 lakhs (Previous year ? 14.92 lakhs).
6,592.73

As at 31st December, 2010 As at 31st 31 December, 2009 lakhs lakhs
? lakhs
Schedule 13 Liabilities Acceptance
Sundry Creditors
? lakhs
1,631.06
Micro and Small Enterprises [Refer Note 5 of Schedule 20]

Others
25.44
59,734.43 59,759.87
57.29
44,567.33 4
44,624.62
Subsidiary Company Book Overdrafts Unpaid Dividend
121.12 1,111.67 25.45 1,463.89 2,654.30 65,136.30
219.67
25.17
747.05
Advances from Customers

Other Liabilities
2,198.94 49,446.51
@ There is no amount due and outstanding to be credited

to Investor Education and Protection Fund.
Schedule 14 Provisions: Provision for Current Taxation [Net of Payments of ? 40789.06 lakhs (Previous year - Nil)]
Proposed Dividend Tax on Proposed Dividend
481.84 621.39 100.80 1 ,722.82 621.39
105.61
1,555.77
Provision for Employee Benefits Other Provisions [Net of amounts deposited including under protest of ? 565.57 lakhs (Previous year ? 1037.45 lakhs)] [Refer Note 4 of Schedule 20]
6,336.44 9,263.29
1,988.63
4,271.40
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Schedules forming part of the Profit and Loss Account as at 31st December, 2010
As at 31st December, 2010 ? lakhs ? lakhs
Schedule 15 Other Income Interest on Deposits with Banks (Gross) [Tax Deducted at Source ? 78.11 lakhs (Previous year ? 224.54 lakhs)] on Overdue Debts on Long-term Investments - Non Trade (Gross) on Income-tax Refund on Others Dividend on Current Investments - Non Trade (Gross) Interest Free Sales tax Loan written back Liabilities no longer required written back Provisions no longer required written back Miscellaneous Income As at 31st December, 2009
? lakhs ? lakhs
1240.18 58.41 1.30 112.13 8.02

1,420.04 336.45 58.97 427.95 119.00 664.45 3,026.86
841 .02 33.27 15.74 155.28
11.15
1 ,056.46
44.09 322.12 1 ,422.67
Schedule 16 Materials Cost Raw Materials Consumed Opening Stock Add: Purchases Less: Closing Stock
Packing Materials Consumed (Increase)/Decrease in Stocks Opening Stock Work-in-Progress Finished Goods
5,609.53 94,349.60 99,959.13 9,578.40 90,380.73 30,601.09
6,387.05 60,951 .74 67,338.79 5,609.53 61,729.26 20,579.43
2,709.63 9,172.44 11,882.07
2,324.96 11,184.96 13,509.92 2,709.63 9,172.44 11,882.07 (8,341.20)

112,640.62
Closing Stock Work-in-Progress Finished Goods
4,233.65 15,989.62 20,223.27
1,627.85
83,936.54
Schedules forming part of the Profit and Loss Account as at 31st December, 2010
As at
31st December, 2010
? lakhs
Schedule 17 Personnel Cost Salaries, Wages and Bonus Contribution to Provident and Other Funds Staff Welfare Expenses
? lakhs
? lakhs
? lakhs
14,792.86 2,088.41 1,832.22

18,713.49
12,667.14
682.27 1,431.25 14,780.66
Schedule 18 Other Expenses Consumption of Stores and Spare Parts Power and Fuel Rent Repairs and Maintenance Buildings Plant and Machinery Others
Insurance Rates and Taxes Excise Duty/Others Sales Tax Others
1,006.84 5,261.14 892.57 122.58 875.05 597.62 70.57 707.46 619.85 1,595.25 270.81
919.01 3,724.84 852.93
1,397.88 358.21 (381.19) 1,219.51 1,346.78
4,542.71 1,344.44 2,097.51

7,984.66 1,453.96 1,764.95 7,016.36 54.99 13,005.18 4,661.19 33,417.89 505.84 2,983.89 5,329.33 99.98 25.03 510.90 345.51 2,424.38 90,610.65
Legal and Professional Charges Travelling and Conveyance Processing Charges Auditors' Remuneration Freight, Forwarding & Distribution Expenses Selling Expenses Advertisement and Sales Promotion Communication Expenses Management Charges Royalty Provision for Doubtful Debts and Advances Directors' Commission and Sitting Fees Exchange Loss (Net) Loss on Sale/Disposal of Fixed Assets (Net) Miscellaneous Expenses
2,185.10 990.66 1,392.12 6,611.89 57.65 9,430.69 4,035.15 23,714.51 497.79 4,506.50 4,445.09 107.91 13.28 1,376.41 31.69 1,351.90 68,001.21
Schedule 19 Interest and Finance Charges Interest Income-tax Others Discounting and Other Finance Charges
169.44 169.44 220.89 390.33
158.70 38.85 197.55 130.21 327.76
Schedules forming part of the Financial Statements for the year ended 31st December, 2010
Schedule 20 Notes to the Financial Statements:
1. Significant Accounting Policies: The financial statements are prepared to comply in all material aspects with the applicable accounting principles in India, the accounting standards notified under sub-section (3C) of Section 211 of the Companies Act, 1956 (the 'Act') and the other relevant provisions of the Act. The significant accounting policies are as follows
(a) (b) Basis of Accounting The financial statements are prepared in accordance with the historical cost convention. Fixed Assets Fixed assets are stated at cost of acquisition or construction, including any attributable cost for bringing the asset to its working condition for its intended use, less accumulated depreciation and impairment loss. Depreciation is provided, pro-rata to the period of use, at the rates specified in Schedule XIV of the Act or the rates based on useful lives of the assets as estimated by the management, whichever are higher. Depreciation on Buildings and Plant and Machinery is provided on Straight Line Method. Depreciation on other assets is provided on Written Down Value Method. The annual depreciation rates are as under:
Description
Buildings
%
3.34 25 10.34/25
Plant and Machinery

Computers Others
Electrical Installation Furniture and Fittings

Office Equipment Vehicles
13.91 18.10
13.91/27.82 25.89/30
Leasehold Land is amortised on Straight Line Method over the lease term of 99 years.
Fixed assets costing ? 5,000 or less are fully depreciated in the year of acquisition. A nominal value of ? 1 is assigned to fully depreciated assets. Impairment loss is provided to the extent the carrying amount of assets exceed their recoverable amount. Recoverable amount is the higher of an asset's net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Net selling price is the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, less the costs of disposal. (c) Investments Long-term Investments are stated at cost. Provision is made to recognise a decline, other than temporary, in the value of Long-term Investments. Current Investments are stated at lower of cost and fair value. Inventories Inventories are valued at lower of cost and net realisable value. Cost is determined on moving weighted average basis. Cost of work-in-progress and finished goods includes labour and manufacturing overheads, where applicable.
Revenue recognition Sales are recognised when goods are supplied to customers and are recorded net of excise duty, sales tax, rebates and trade discounts. Dividend income is recognised when the right to receive dividend is established.
Foreign Currency Transactions
(d)
(e)
(f)
Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction. Gains and losses arising out of subsequent fluctuations are accounted for on actual payment or realisation. Monetary items denominated in foreign currency as at the Balance Sheet date are converted at the exchange rates prevailing on that date. Exchange differences are recognised in the Profit and Loss Account.
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,....,.,,.........,..,....,..,.,...,:....,.,..,,,_,...., ....,_,,...,,,,,..
, .. .
... . .,
(g) Forward Contracts In respect of forward contracts, other than forward contracts in respect of firm commitments and highly probable forecast transactions, the premium or discount arising at the inception of forward exchange contract is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the Profit and Loss Account in the reporting period in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward contract is recognised as income or expense in the Profit and Loss Account. Any profit or loss arising on settlement or cancellation of other derivative contracts (i.e. forward contracts in respect of firm commitments and highly probable forecast transactions) is recognised as income or expense for the period. Pursuant to the Institute of Chartered Accountants of India's announcement on 'Accounting for Derivatives', the Company marks-to-market all such outstanding derivative contracts at the year-end and only the resulting mark-to-market losses, if any, are recognised in the Profit and Loss Account.
All import requirements of a principal raw material are managed by an overseas group company, which enters into futures contracts on the entire Group's behalf. A recharge is made by the group company for the Company's share of costs or credits. Such recharges are absorbed into the cost of imported material on delivery.
(h) Employee Benefits
(i) Long-term Employee Benefits (a) Defined Contribution Plan The Company has Defined Contribution Plans for post employment benefits in the form of Provident Fund and Superannuation Fund which are recognised by the Income-tax authorities and administered through trusts of the company and the company has no further obligation beyond making the contributions. The Company's contributions to Defined Contribution Plans are charged to the Profit and Loss Account as incurred.
(b)
Defined Benefit plan The Company has Defined Benefit Plans for post employment benefits in the form of Gratuity, Officers' Pension Plan and Post Retirement Medical Benefits. Gratuity and Officers' Pension Plan are funded schemes and are administered through trustees and/or Life Insurance Corporation of India. The liability for Defined Benefit Plans is provided on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary. In terms of the Guidance on implementing Accounting Standard (AS) 15 - Employee Benefits, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Provident Fund set up by the company is treated as a defined benefit plan since the company has to meet the interest shortfall, if any. However, as at the year end, no shortfall remains unprovided for. Further, the pattern of investments for investible funds is as prescribed by the Government. Accordingly, other related disclosures in respect of provident fund have not been made. The obligations are measured as the present value of estimated future cash flows discounted at rates reflecting the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. The expected rate of return of plan assets is the company's expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. Plan assets are measured at fair value as at the Balance Sheet date. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit method.
(c)
Other Long-term Employee Benefit The employees of the Company are also entitled to Leave Encashment as per the company's policy. The liability for Leave Encashment is provided on the basis of valuation, as at Balance Sheet date, carried out by an independent actuary. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method.
(ii) (iii)
Termination benefits are recognised as an expense as and when incurred. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised in the Profit and Loss Account in the year in which they arise.
(i) Taxation Current tax is determined as the amount of tax payable in respect of estimated taxable income for the year. Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.
(j)
Provisions A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and in respect of which reliable estimate can be made. These are reviewed at each year end date and adjusted to reflect the best current estimate. of advances)
Estimated amount of Contracts remaining to be executed on capital account and not provided for (net ? 2,333.52 Lakhs (Previous Year ? 3,058.10 Lakhs). 31st As at December, 2010 ? Lakhs
Contingent Liabilities
31st
As at
December, 2009
? Lakhs
Claims against the company not acknowledged as debts Income-tax matters - Matters decided against the company in respect of which the company has preferred an appeal Excise matters Sales Tax matters Entry tax matters Others
674.90
8,661.36 4,891.70 26.20 849.38
1,235.63 7,671.12 4,674.27 25.70 691.78
Note: Future cash outflows in respect of the above are determinable only on receipt of judgements/decisions pending with various authorities/forums and/or final outcome of the matters.
As at 31st December, 2010 Indirect Taxes ? Lakhs

Other Provisions As at 1 st January Add: Provision made during the year Less: Amounts used during the year Less: Provision reversed during the year
As at 31st December Notes:
As at
31st December, 2009
Others ? Lakhs
223.68 56.30
279.98
Indirect Taxes
? Lakhs
132.16 1,632.79
1 ,764.95
Others
? Lakhs 145.95
77.73 223.68
1,764.95 4,410.51
119.00 6,056.46
(i)
The above provisions represent estimates made for probable liabilities arising out of pending assessment proceedings with various government authorities. The information required by Accounting Standard 29 Provisions, Contingent Liabilities and Contingent Assets, notified under sub-section (3C) of Section 211 of the Act, has not been disclosed as it can be expected to prejudice the interests of the company. Future cash outflows in respect of the above are determinable only on receipt of judgements/decisions pending with various authorities/forums and/or final outcome of the matters. The above provisions are net of amounts deposited including under protest.
5. Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006. This information and that given in Schedule 13 - Liabilities regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.
As at 31st December, 2010 ? Lakhs"
(a)
The principal amount and the interest due thereon remaining unpaid to suppliers (i) Principal (ii) Interest due thereon
25.44 25.44
57.29
57.29
Year ended 31st December, 2010 fLakhs"

(b) The delayed payments of principal amount paid beyond the appointed date during the entire accounting year. (ii) Interest actually paid under Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (i) Normal Interest accrued during the year, for all the delayed payments, as per the agreed terms (ii) Normal Interest payable for the period of delay in making payment, as per the agreed terms (i) Total Interest accrued during the year (ii) Total Interest accrued during the year and remaining unpaid Included in (d) above is Nil (Previous year - Nil) being interest on amounts outstanding as at the beginning of the accounting year. (i)
? Lakhs'
(c)
(d)
(e)
Unit

Quantity in OOO's ? lakhs
Quantity in OOO's
6. (a) Consumption of Raw Materials Cocoa Beans/Cocoa Butter/Cocoa Powder Milk (Powder/Liquid/Condensed) and Dairy Butter Malt Extracts Sugar/Liquid Glucose Edible Oils and Fats Dry Fruits Others
? lakhs
Kilo Grams
Kilo Grams Kilo Grams Kilo Grams Kilo Grams Kilo Grams
16,922.74
39,868.99 17,260.66 54,763.22 6,006.18 1,133.90
36,332.97
15,096.23
39,487.46 13,854.83 46,075.03 3,863.69 862.45
23,352.56 13,354.66 4,227.53 8,750.88 3,733.15 1,803.94 6,506.54 61,729.26
19,751.85 4,667.60
15,603.56 4,707.13 2,766.96 6,550.66 90,380.73
Note: Consumption of Raw Materials includes consumption by third parties under contract with the company.
31st
Imported Indigenous
Year ended December, 2010 Lakhs

25.18 74.82
100.00
31st
Year ended December, 2009 Lakhs

26.45
J73.55
22,761.83 67,618.90
90,380.73
16,324.46
45,404.80
100.00
61,729.26
(b)
Consumption of Stores, Spare Parts and Components Imported Indigenous
1.12
98.88 100.00
11.27 995.57
1006.84
6.50 93.50
59.78 859.23 919.01
100.00
As at 31 st December,
2010 2009
As at 31st December,
2010 2009 Installed Capacity Quantity Quantity 30,100 900 #
26,700 25,200 900 # 26,100
Unit
7.
Licensed Capacity Quantity Quantity
(a)
Licensed and Installed Capacity Malted Foods Cocoa Powder/Drinking Chocolate Chocolates/Coated Wafer Biscuits Hard Boiled Confectionary/Gums
Tonnes Tonnes Tonnes Tonnes
@ Installed Capacity being a technical matter, is certified by the management and relied upon by the auditors. * Licensed Capacity is not applicable as industrial licensing has been abolished in respect of these products vide Notification No. SO-477(E) dated 25th July, 1991, issued by the Department of Industrial Development, Ministry of Industry, Government of India. #These products are manufactured in an integrated plant and hence Installed Capacity cannot be given.
Unit
(b) Production Malted Foods
Year ended 31 st December, 2010 Quantity
Quantity
12,208,631
61,672,060 109,338 117,907
62,267,157
Tens Nos.
591,396
79,568,194
130,541
Cocoa Powder/Drinking Chocolate* Chocolates/Coated Wafer Biscuits
Bags
Tens Outers Bags Nos. Jars Jars Bags Outers Jars
73,923,847 25,971,738
87,024,426
7,500,609
2,672,444
9,147,562
17,233,596 89,222,616 2,493,710
Hard Boiled Confectionary Gums
2,935,554
8,203,248 8,119,501
5,861,552
3,780,072
Production includes quantities produced by third parties under contract with the company. 'Figures do not include Cocoa Powder produced for captive consumption in other products
Year ended Year ended 31st December, 2009
Unit
8. Sales
Malted Foods
31 st December, 2010
Quantity ? lakhs
Quantity
1 ,274,002
? lakhs
Cocoa Powder/Drinking Chocolate
Tens Nos. Bags

Nos.
422,212 76,823,178 185 123,822 70,041,099 24,351,426 81,532,609 7,209,650 6,355,433 5,160,722 55,788 3,706,612 4,929,751
5,501.52 250,323.59 8,547.14 186,419.46 637.03 49,218.44
73,447,117
42,862.46
10,062 137,334
89,053
52,978,627
Tens Chocolates/Coated Wafer Biscuits Outers Bags Nos.

Hard Boiled Confectionary
845.60
12,809,887 98,168,814
6,595,869
Gums
Jars Jars Bags Outers Outers Jars
138,656.12
5,803,236 4,266,351
209,739
7,460.88 3,612.73
193,437.79
8,183,817
66,601
Unit
Year ended 31st December, 2010 Quantity ? lakhs
Year ended 31st December, 2009 Quantity

94,503
? lakhs
9.
Opening Stock
Malted Foods
Tens Nos. Outers Tins Nos.

Tens
4,851
5,654,394 24 10,733 3,274,122 1,225,526 5,459,144 640,819 489,124 117,229 319,854 721,208
349.69
25.47
1,602.14
6,934,671
1 ,653.33
8,675 523 10,180

12,721
39.57
Chocolates/Coated Wafer Biscuits
Outers Bags Nos. Jar
4,069,751 1 ,820,262 6,707,192 5,753.43 894,658 591,405 2,119

92,481
6,860.85
Hard Boiled Confectionary
Jars Outers Bags
216.95 355.69
2,058.57 11,184.96
Gums
Outers
223.18
1,218.53 9,172.44
1,140,662
Excise Duty
Unit Year ended 31st December, 2010 Quantity
10. Closing Stock*
? lakhs
Quantity
4,851
? lakhs
Malted Foods
Tens
Nos.
3,607 7,295,373
24 200
2,758.20
5,654,394
24
1,602.14
Outers Tins Tens
15,774 6,445,413 1,706,452 7,605,142 4,236 696,255 285,619

5,106
43.32
10,733 3,274,122 1 ,225,526 5,459,144
25.47
Chocolates/Coated Wafer Biscuits
Outers Bags Nos.
Cases
Jar Hard Boiled Confectionary Jars Outers Bags Gums Outers Cases Jars
Excise Duty
10,010.80
640,819
489,124 117,229
5,753.43
196,569 389,947
570
210.60
319,854 721,208
349.69
630,622
536.31 2,430.39 15,989.62
223.18 1,218.53 9,172.44
*Net of damages, in-transit breakages, etc. Year ended 31st December, 2010 Year ended 31st December, 2009
? lakhs
? lakhs
1,025.85
11.
Managerial Remuneration* Salary, Allowances and Bonus Contribution to Provident and Other Funds Long-term Incentive Share based Incentives Perquisites Commission* Sitting Fees
1,250.70
133.90 451.11
204.84 24.00
1.03
121.36 194.83 65.78
12.00
1.28
2,065.58
* Excludes provision for Gratuity, Post Retirement Medical Benefits and Leave Encashment as these are determined on an overall basis. # Commission for the year includes ? 12 lakhs for previous year (Previous year? 12 lakhs).
1,421.10
Year ended 31st December, 2010 ? lakhs
Computation of Net Profit for commission payable to Directors Profit before Taxation as per Profit and Loss Account Add: Depreciation/Amortisation as per Profit and Loss Account
Managerial Remuneration
6,075.88 2,065.58 99.98 8241.44 24,919.48
? lakhs
lakhs
lakhs
23,431.00
4,383.29
1,421.10 107.91 5,912.30 4,383.29 1.48
Provision for Doubtful Debts and Advances
Less: Depreciation under Section 350 of the Act Capital Profit on Sale of Fixed Assets
6,075.88 6,075.88
4,384.77 24,958.53 2,495.85
Net Profit under Section 349 of the Act Maximum remuneration payable to Managing Director and Whole-time Directors @10% of the Net Profit under Section 349 of the Act Restricted by the Board of Directors to Commission payable to non-whole time Directors @1% of the Net Profit under Section 349 of the Act Restricted by the Board of Directors to
27,085.04 2,708.50
2,040.55 270.85
1,407.82 249.59
24.00
12.00
lakhs
12. Auditors'Remuneration
Audit Fees Other Services Reimbursement of Expenses
lakhs
44.00
10.77 0.22 54.99
34.50 22.35
0.80 57.65
13.
GIF Value of Imports (on payment basis)

Raw and Packing Materials
17,787.01 187.73 1,984.27 11,651.65 88.16 3,501.18
Components and Spare Parts

Capital Goods
Year ended 31 st December, 2010 Year ended 31st December, 2009
14.
Expenditure in Foreign Currency (on payment basis)

Consultancy Fees
596.67
2,903.09
3,283.67 1,246.00
47.48
4,943.11 5,782.32
Regional/Group Management Services and Information Technology Services Royalty Others 15. Earnings in Foreign Exchange (on receipt basis) FOB Value of Exports (excluding exports to Nepal)
Freight and Insurance
790.93
1,279.62
17.89 262.08 1,102.83
1,694.07 20.83 263.77 126.01
Cocoa Grant from a Group Company Reimbursement from Group Companies 16. Remittance of Dividend to Non-resident Shareholders
Number of Shareholders
Number of Equity Shares held
Amount remitted
30,318,433 606.37
31,414,433
628.29
Year to which the dividend related

17. Employees Benefits
31st December, 2009
31st December, 2008
The company has classified various employee benefits as under: (A) Defined Contribution Plans The company has recognised the following amounts in the Profit and Loss Account for the year: (i) (ii) (B) Contribution to Employees' Provident Fund Contribution to Employees' Superannuation Fund
627.65
209.47
543.91 138.52
Defined Benefit Plans Valuations in respect of Gratuity, Officers' Pension Plan and Post Retirement Medical Benefits have been carried out by independent actuary, as at the Balance Sheet date, based on the following assumptions: (a) (b) (c) Discount Rate (per annum) Rate of increase in Compensation Levels Rate of Return on Plan Assets
8% 9% 8%
8% 9% 8%
Year ended 31 st December, 2010
Gratuity

Gratuity
? lakhs
Changes in the Present Value of Obligation (a) Opening Present Value of Obligation (b) Interest Cost (c) Past Service Cost (d) Current Service Cost (e) Curtailment Cost/(Credit) (f) Settlement Cost/(Credit) (g) Benefits Paid (h) Actuarial (Gain)/Loss (i) Closing Present Value of Obligation Changes in the Fair Value of Plan Assets (a) Opening Fair Value of Plan Assets (b) Expected Return on Plan Assets (c) Actuarial Gain/(Loss) (d) Employers' Contributions 1,753.68 133.52
846.84 240.31
Officers' Post Pension Retirement Plan Medical Benefits ? lakhs ? lakhs
Officers' Pension Plan
Post Retirement Medical Benefits
? lakhs
1 ,736.74 135.34 158.18
f lakhs
511.05 39.77 60.69
? lakhs
242.37 19.06 11.43
515.90
41.27 40.54
226.28 17.48 11.70
(169.40) 85.50 2,890.45
(95.07) (65.97) 436.67 284.66 24.22 11.91 (95.07) 225.72
(15.66) (11.52) 228.28
(90.04) (186.54) 1 ,753.68 1,755.88 143.68 26.67
(27.77) (67.84) 515.90 301.33 23.44 (12.34) (27.77) 284.66
(8.11) (38.47) 226.28
1,836.19
155.15 (69.50) 650.00
(e)
Benefits Paid
(169.40)
2,402.44
15.66 (15.66)
(v)
(f) Closing Fair Value of Plan Assets Percentage of each Category of Plan Assets to total Fair Value of Plan Assets at the year end (a) Bank Deposits (Special Deposit Scheme, 1975) (b) Debt Instruments (c) Administered by Life Insurance Corporation of India (d) Others Reconciliation of the Present Value of Defined Benefit Obligation and the Fair Value of Assets (a) Present Value of Funded Obligation as at the year end (b) Fair Value of Plan Assets as at the year end (c) Funded (Asset)/Liability recognised in the Balance Sheet (d) Present Value of Unfunded Obligation as at the year end (e) Unrecognised Past Service Cost (f) Unrecognised Actuarial (Gains)/Losses (g) Unfunded Net (Asset)/Liability recognised in the Balance Sheet Amount recognised in the Balance Sheet (a) Present Value of Obligation as at the year end (b) Fair Value of Plan Assets as at the year end (c) (Asset)/l_iability recognised in the Balance Sheet (d) Experience (Gains)/Loss Adjustments on Plan Liabilities (e) Experience Gain/(Loss) Adjustments on Plan Assets
(90.04) 1,836.19
8.11 (8.11)
16.55% 75.54% 3.22% 4.69%
__
21 .69% 73.51% 3.89% 0.91%
__
2,890.45 2,402.44 488.01
436.67 225.72 210.95
1 ,753.68 1,836.19 (82.51)
515.90 284.66 231.24
228.28
226.28
228.28
226.28
2,890.45 2,402.44 488.01 85.50
436.67 225.72 210.95 (65.97)
228.28
1,753.68 1,836.19 (82.51) 10.53 44.62
515.90 284.66 231.24 (17.03) (9.41)
226.28 226.28 (27.01)
228.28
(11.52)
(69.50)
11.91
Year ended 31 st December, 2008 (a) Present Value of Obligation as at the year end (b) Fair Value of Plan Assets as at the year end (c) (Asset)/Liability recognised in the Balance Sheet Expenses recognised in the Profit and Loss Account (a) Current Service Cost (b) Past Service Cost (c) Interest Cost (d) Expected Return on Plan Assets (e) Curtailment Cost/(Credit)
1,736.74 1,755.88 (19.14) 240.31 846.84 133.52 (155.15) 511.00 301.33 209.67 40.54 41.27 (24.22) 242.37 242.37

1,509.44 1,706.01 (196.57) 158.18 135.34 (143.68) 434.66 324.22 110.44 202.26 202.26 11.43 19.06
(vi)
11.70 17.48
60.69
39.77 (23.44)
(f)
(g) (h)
Settlement CosV(Credit)
155.00 1,220.52 (77.88) (20.29) (11.52) 17.66 (213.21) (63.37) (55.50) 21.52 (38.47) (7.98)
(vii)
Net actuarial (Gain)/Loss Total Expenses recognised in the Profit and Loss Account Effect of change in Medical Care Cost Trend rate
Effect of 1% increase or decrease in medical cost trend on (a) Aggregate of Service Cost and Interest Cost (b) Defined Benefit Obligation Other Long-term Employee Benefit The liability for Leave Encashment as at the year end
? 560.69 lakhs (Previous year ? 870.48 lakhs).
2.20 22.60
2.18 22.41
18. The company has only one reportable segment which is "Manufacturing and Sale of Food Products" and one geographical segment which is "within India". Accordingly, no separate disclosures of segment information are required. Related Party Disclosures (A) Cadbury Pic., UK (up to 1st February, 2010) Kraft Foods Inc., USA (from 2nd February, 2010) (b) Holding Company Cadbury Schweppes Overseas Limited, UK (c) Subsidiary Company Induri Farm Limited, India Associate Cadbury Mauritius Limited, Mauritius Other Related Parties with whom the company had transactions during the year (a) Fellow Subsidiaries Adams Mecca Holdings B.V., USA Cadbury Adams (Philippines) Inc., Philippines Cadbury Adams (Thailand) Limited, Thailand Cadbury Adams Canada Inc., Canada Cadbury Adams Mexico, Mexico Cadbury Adams Middle East S.A.L., Lebanon Cadbury Adams US LLC, USA Cadbury Australia Limited, Australia Cadbury Confectionery Malaysia Sdn. Bhd., Malaysia Cadbury Egypt Group, Egypt Cadbury Enterprises Pte Limited, Singapore Cadbury Foods Co Limited, China Cadbury Four Seas, Hong Kong Cadbury Ghana Limited, Ghana Cadbury Holdings Limited, UK Cadbury International Limited, UK Cadbury Kenya Limited, Kenya Cadbury Malaysia Confectioners, Malaysia Cadbury Pakistan Limited, Pakistan Cadbury S A (Pty) Limited, South Africa Cadbury Schweppes Asia Pacific Pte. Limited, Singapore Cadbury Trebor Bassett Export, UK Cadbury UK, UK CS Business Service (India) Private Limited, India KJS India Private Limited, India Reading Scientific Services Limited, UK (b) Key Management Personnel Anand Kripalu Atul Bhatia Chandramouli V Jaiboy Phillips Narayan Sundararaman (from 8th June, 2010) Rajesh Garg (up to 5th April, 2011) Rajesh Ramanathan (from 1st May, 2010) Sanjay Purohit (up to 9th July, 2010) Sunil Sethi (up to 1 st April, 2011) Enterprises where control exists (a) Ultimate Holding Company
19.
(B) (C)
(D) Disclosure of transactions between the company and related parties and outstanding balances as at the year end: 31st
(a) Holding Company Dividend paid
364.26
Year ended December, 2010 ? lakhs lakhs
31st
Year ended December, 2009
lakhs
? lakhs
364.26
(b)
Associate
Dividend paid
Buyback of Equity Shares
242.11
264.03 11,288.80
(c)
Fellow Subsidiaries Purchase of Raw Materials
Cadbury Enterprises Pte.
Limited
744.02 128.32 23.61 895.95
1,033.96
Cadbury Malaysia Confectioners Others
37.06
1,071.02
Sale of Finished Goods

Cadbury Adams Middle East S.A.L.
Cadbury S A (Pty) Limited
395.57
218.93 29.40
435.67
Others
643.90
Reimbursement of Expenses
435.67
Cadbury Holdings Limited Cadbury Schweppes Asia Pacific Pte. Limited Others
3,780.62
4501.84 958.32
375.87
297.99
4,156.49
Recovery of Expenses
5,758.15
Cadbury Holdings Limited CS Business Service (India) Private Limited

Cadbury Enterprises Pte Limited
1,157.70 285.81 143.70 72.52 1,659.73
666.15
262.64
Others
Royalty Expense
87.01
1,015.80
3,642.46
Cadbury UK
Others
4,600.16 449.04 5,049.20
382.81
4,025.27
? lakhs
Cocoa Grant received Cadbury Holdings Limited
Balances as at the year end Outstanding Receivables
? lakhs
? lakhs
? lakhs
262.08
263.77
Cadbury Adams Middle East S.A.L. Cadbury Ghana Limited

Cadbury S A (Pty) Limited
49.45
72.73
114.45
34.91
CS Business Service (India) Private Limited Others

Outstanding Payables
Cadbury Holdings Limited Cadbury UK
127.03 34.02 324.95
53.18 2.47 163.29
821.24 3,907.74 634.09
1,386.30 3,049.74 405.78
Others
5,363.07
4,841 .82
(d)
Subsidiary Company
Purchase of Raw Material Reimbursement of Expenses Recovery of Expenses Rent Expense Balance as at the year end Outstanding Payable (e) Key Management Personnel
1,741.75 74.80 11.99 0.53
3,343.94 79.55 7.06 0.53
121.12
219.67
Remuneration
Anand Kripalu Atul Bhatia Jaiboy Phillips Narayan Sundararaman Rajesh Garg Rajesh Ramanathan Sanjay Purohit Sunil Sethi
1,154.30 136.08 138.50 628.44 114.28 124.41
58.10
133.94
136.99
62.48
53.07 147.97 156.11
150.52 119.82 133.36
V Chandramouli
2,040.55
1,407.82
20. Disclosures for Operating Leases Disclosures in respect of warehouses, office premises and residential premises (including furniture and fittings therein, as applicable) taken on lease Year ended 31st December, ______2010 Year ended 31st December, ______2009 ? lakhs
852.93
? lakhs
(a) (b) Lease payments recognised in the Profit and Loss Account Significant leasing arrangements (i) (ii) (iii) (c) (i) (ii) (iii) 21. The company has given refundable interest free security deposits under certain agreements Certain agreements provide for increase in rent. Some of the agreements contain a provision for their renewal. Not later than one year Later than one year and not later than five years Later than five years
0.53 0.40
892.57
Future minimum lease payments under non-cancellable agreements
0.53 0.93
Basic earnings per share has been calculated by dividing profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The company has not issued any potential equity shares and accordingly, the basic earnings per share and diluted earnings per share are the same. Earnings per Share has been computed as under: Year ended 31 st December,
2010
Year ended 31st December,

2009 18,862.72 31 ,586,899 59.72
Profit after Taxation (? lakhs) Weighted average number of shares Earnings per Share (? per Equity Share of ? 10 each) - Basic and Diluted 22.
20,877.98 31,067,040 67.20
The company uses forward contracts to hedge its risks of net exposure associated with foreign currency fluctuations. The company does not enter into any forward contract which is intended for trading or speculative purposes. (a) The details of forward contracts outstanding as at the Balance Sheet date are as follows: As at 31st December, 2010 As at 31st December, 2009 Number of Contracts Amount in Foreign Currency in lakhs
6,061.55
Number of
Contracts Currency Buy Contracts
USD GBP
8
Amount
in Foreign Currency in lakhs
135.27
Amount fn
? in lakhs
Amount in ? in lakhs
9
7
212.58 135.30
9,923.37
10,152.06 291.08
EURO Sell Contracts

USD
4.34
95.45
4,455.60
(b) The foreign currency outstanding balances that have not been hedged by any derivative instrument or otherwise as at the Balance Sheet date are as follows:
As at 31st December, 2010 Amount in Foreign Currency Amount in ? in lakhs
Particulars
Amount in Foreign Currency in lakhs
Amount in ? in lakhs
in lakhs
Receivables CHF
EURO GBP JPY SGD USD
0.41
20.06 553.31 1,052.57 2.70 26.41 673.40 0.24 3.92
9.25 15.19 4.84 0.75 15.03
9.29
696.92
8.07 183.09
Payables
AUD CHF Euro GBP PKR SGD
USD 0.47 0.23 5.48 22.01 10.96 327.81 5,745.87 25.97 227.40 367.04 0.80 2.30 26.68 0.76
29.92
0.10
4.34
50.66
2245.25
82.93
47.72 6.44
8.19
107.48
23.
The tax year for the company being the year ending 31st March, the provision for taxation for the period is the aggregate of the provision made for three months ended 31 st March, 2010 and the provision based on the figures for the remaining nine months up to 31st December, 2010, the ultimate tax liability of which will be determined on the basis of the figures for the period 1st April, 2010 to 31st March, 2011.
The Board of Directors of the company at the meeting held on 16th October, 2009 passed a resolution under Section 100 of the Act to reduce the share capital of the company. The requisite majority of the shareholders have passed a special resolution approving the reduction of the share capital at the Extraordinary General Meeting held on 16th November, 2009. A petition has, accordingly, been filed in the Honourable High Court of Judicature at Bombay to approve the reduction of share capital.
24.
25.
The Board of Cadbury Pic., UK (the then ultimate holding company) unanimously recommended Cadbury Pic. shareholders, to accept the terms of the final offer made by Kraft Foods Inc., to acquire the entire share capital of Cadbury Pic. The offer was accepted by a majority of the shareholders of Cadbury Pic. on 2nd February, 2010. Accordingly, Kraft Foods Inc., USA has become the ultimate holding company when the transaction was completed on 2nd February, 2010. On 1st February, 2011, Kraft Foods Inc. (the ultimate holding company) (Kraft) received a subpoena (notice) from the Securities and Exchange Commission of United States of America (SEC). The notice, relating to the dealings with Indian governmental agencies and officials to obtain approvals for the operation at one of the company's manufacturing plants, was issued in connection with the investigation under the Foreign Corrupt Practices Act, 1977 of United States of America (FCPA).
26.
Consequent to the above, Kraft with the help of legal advisors undertook an independent investigation of reported matters. The results of this investigation indicated weaknesses in the company's internal controls over payments to external consultants hired by the company, which may have resulted in improper payments having been made by such consultants. The company is taking appropriate action to remediate these weaknesses. Kraft has expanded the scope of the original investigation to cover all of the company's operations in India from the period 2007 to the present in order to determine whether similar internal control weaknesses may exist. In view of the uncertainty involved in the outcome due to the ongoing investigation, the impact, if any, on the financial statements, consequent to possible non compliance with laws and regulations in India, cannot be ascertained at
this stage.
27. Previous year figures have been audited by a firm of Chartered Accountants other than the present auditors. Previous year figures have been regrouped where necessary.
Signatures to Schedules 1 to 20 In terms of our report of even date For Lovelock and Lewes
Firm Registration No. 301056E
For and on behalf of the Board CYPal Chairman Anand Kripalu Managing Director
Chartered Accountants Himanshu Goradia Partner

Membership No. 45668 Mumbai, 18th August, 2011

Barkha Boradia Company Secretary
Balance Sheet Abstract and Company's General Business Profile

Registration Details Registration No.
0 6 5 4 7
State Code
Balance Sheet Date

Date Capital raised during the year (Amount in ? Thousands)
Public Issue
Rights Issue
"TTrTl I I L I
Bonus Issue
N I IL
r N| i
Private Placement
J_
Total Assets*
Position of Mobilisation and Deployment of Funds (Amount in ? Thousands)
Total Liabilities
7 4 0 !8 8 2 0
4 !0
2 0
Sources of Fund
_____Paid-up Capital
3 !1 0 6 7 0
Reserves & Surplus

"
Secured Loans_
1. i N ! I I L
Application of Funds Net Fixed Assets
5|8!6^'
Investments
5 7 9 0 0 7
Miscellaneous Expenditure
8 N 2 I 1 L N i
Net Current Assets

j 2 I4
Accumulated Losses
* Total Assets include Deferred Taxation of ? 139,492 thousands. IV. Performance of the Company (Amount in ? Thousands) Turnover
2 j 5 j 5 i Ol4
JTotal Expenditure
4 j3 !0 9 ! 7
Profit/Loss Before Tax 2 4 9 i1 9 4 8 i
Profit/Loss After Tax
2 !0 ! 8 7 7 9
Dividend %
(Please tick Appropriate box + for Profit, - for loss)

Earnings Per Share in ?____
2 0 i
V.
JLLZ. Generic Names of Three Principal Products/Services of the Company (as per monetary items)
Item Code No. (ITC Code)
Product Description
Wol
8 0 6 2 0
0 0 B L 0 C K S B A R S
C H 0 C O L A T E
s
Project Description
L A
B S
O R 0 9 W A 0 9
1 1 1
9 0 5 3 0
C O A T E D
9 0 1 9 0
F E R
S C U

Project Description
M A
L T E D
F O O D 0 9 C O N F E C T I O N E R Y

Project Description
7 0 4 9 0 G A R
s u
CYPal
Chairman
Anand Kripalu Managing Director Barkha Boradia Company Secretary
Mumbai 18th August, 2011
50
Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956

1.
2.
The Company held 100% of the paid-up capital of ? 8.00 lakhs in Induri Farm Limited, subsidiary of this Company as at 31st December, 2010.
No part of the net profit of ? 4.91 lakhs for the current financial year and aggregate net profit of ^ 126.92 lakhs for all the previous financial years of Induri Farm Limited since it became the subsidiary of this Company have been dealt with in the Company's account.
Signature to the Additional information as required under Part IV of Schedule VI to the Companies Act, 1956 and Statement pursuant to Section 212(1)(e) of the Companies Act, 1956.
C. Y. Pal Chairman
Frans Ryden
Anand Kripalu Managing Director

Barkha Bordia
Finance Director
Company Secretary
Induri Farm Limited

BOARD OF DIRECTORS
Chairman
CYPal
Directors
Anand Kripalu Jaiboy Phillips
Secretary
Vinit Nair
Advocate & Solicitors
Talwar Thakore & Associates
Bankers
Bank of Maharashtra
HDFC Bank
Registered Office
Cadbury House
19, Bhulabhai Desai Road Mumbai 400 026
Farm
Village Induri Talegaon-Dabhade District Pune Maharashtra 410 507
Induri Farm Limited

REPORT OF THE DIRECTORS TO THE MEMBERS
Your Directors have pleasure in placing before you this report relating to your Company's performance during the accounting period ended December 31, 2010.
(A) Financial Results
2010
2009
? Lakhs
Sales Other Income
? Lakhs
3,347.12 83.58
3,430.70 5.46 3.00 2.46 85.28 87.74 0.00 87.74 87.74
1,744.24 79.02
1,823.26 0.38 (4.53) 4.91 87.74 92.65 0.00 92.65 92.65
Profit before tax Provision for taxation Profit after tax Tax adjustments of prior years Balance in Profit & Loss Account brought forward
Amount available for appropriation Transfer to General Reserve Profit and Loss Account Balance
(B)
Operations The Company effectively met the requirement of milk of its holding Company, Cadbury India Limited, through its farm production of milk as well as third party procurement.
(C)
Dividend In view of need to conserve resources, the Directors do not recommend a dividend for the year.
(D)
Particulars of Conservation of Energy, Technology Absorption etc.

The Company is mainly involved in farm activities and does not have any manufacturing activity. No particulars therefore are given in terms of provisions of Section 217 (1)(e) of the Companies Act, 1956, read with The Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, relating to energy conservation, technology absorption, foreign exchange earnings etc. The Company has not earned or spent any foreign exchange during the accounting period ended December 31, 2010.
(E)
Industrial Relations
Relations between the Company and its employees continued to be cordial. (F) Particulars of Employees' Remuneration No Employee has been paid a salary of ? 60,00,000/- per annum or % 5,00,OOO/- per month for the period under report. (G) Directors In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Jaiboy Phillips retires by rotation.
Induri Farm Limited

(H) Directors' Responsibility Statement Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors' confirm that: (a) (b) in the preparation of the annual accounts, the applicable accounting standards have been followed; appropriate accounting policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at December 31, 2010 and of the profit of the Company for the period ended December 31, 2010; 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; the annual accounts have been prepared on a going concern basis.
(c)
(d) (I)
Auditors Messrs. Lovelock & Lewes, Chartered Accountants, retire and are eligible for re-appointment as Auditors. , For and on behalf of the Board of Directors
C. Y. PAL
Chairman
Mumbai : 18th August, 2011
54
Induri Farm Limited

AUDITORS' REPORT TO THE MEMBERS OF INDURI FARM LIMITED
1. We have audited the attached Balance Sheet of Induri Farm Limited (the 'company'), as at 31st December, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those 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 statements. 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 (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order') issued by the Central Government of India in terms of subsection (4A) of Section 227 of The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. The financial statements of the Company as at 31st December, 2009 and for the year ended on that date were audited by another firm of Chartered Accountants who, vide their report dated 11 th March, 2010, expressed an unmodified opinion on those financial statements. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
2.
3.
4.
5.
(a) (b) (c) (d) (e)
(f)
We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; On the basis of written representations received from the directors, as on 31st December, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2010; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. For Lovelock & Lewes Firm Registration No. 301056E Chartered Accountants
55
Induri Farm Limited

ANNEXURE TO AUDITORS' REPORT
[Referred to in paragraph 3 of the Auditors' Report of even date to the members of Induri Farm Limited on the financial statements for the year ended 31st December, 2010] 1. (a) (b) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.
(c) 2. (a) (b) (c)
In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. In our opinion, the discrepancies noticed on physical verification of inventory as compared to book records were not material. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (iii)(b) to (iii)(d) of paragraph 4 of the Order are not applicable to the Company for the current year.
The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to the Company for the current year.
3.
(a)
(b)
4.
5.
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 Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Act during the year that need to be entered in the register maintained under that Section. Accordingly, clause (v)(b) of paragraph 4 of the Order is not applicable to the Company for the current year. The Company has not accepted any deposits from the public within the meaning of Section 58A of the Act and the rules framed there under. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for the product of the Company. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, service tax, cess and other material statutory dues as applicable with the appropriate authorities in India. According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.
6. 7. 8. 9.
(b)
56
Induri Farm Limited

10. 11. The Company has no accumulated losses as at 31st December, 2010 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company. The Company is not a dealer or trader in shares, securities, debentures and other investments. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. The Company has not obtained any term loans. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long-term investment. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. The Company has not issued any debentures. The Company has not raised any money by public issues during the year. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.
For Lovelock & Lewes Firm Registration No. 301056E Chartered Accountants Himanshu Goradia Partner Membership No. 45668
12. 13. 14. 15. 16. 17.
18. 19. 20. 21.
Induri Farm Limited

Balance Sheet as at 31st December, 2010
Schedule

? Lakhs ? Lakhs
? Lakhs
Sources of Funds Shareholders' Funds Capital Reserves and Surplus Total Application of Funds Fixed Assets Gross Block Less: Depreciation Net Block Deferred Taxation Deferred Tax Asset Less: Deferred Tax Liability Current Assets, Loans and Advances Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Less: Current Liabilities and Provisions Liabilities Provisions Net Current Assets Total Notes to the Financial Statements 15
? Lakhs
1 2
8.00 126.92
134.92
8.00 122.01 130.01
3
38.42 22.41 16.01
39.99
22.09 17.90 9.09 0.69 8.26 8.40 0.19 219.92 19.49 5.15 244.75 110.76 30.28 141.04 110.65 134.92 103.71 130.01
4
8.93 0.67
5 6 7 8
0.48 121.98 13.67 49.94 186.07
9 10
46.53 28.89 75.42
Schedules 1 to 10 and 15 referred to above form an integral part of the Balance Sheet.
C. Y. Pal Chairman Vinit Nair Company Secretary

58
Jaiboy Phillips Director
Himanshu Goradia
Partner Membership No. 45668
Induri Farm Limited

Profit and Loss Account for the year ended 31st December, 2010
Schedule
Year ended 31st December, 2010 ? Lakhs
Income Sale of Milk Other Income 11
1,744.24 79.02 1,823.26

3,347.12 83.58 3,430.70
? Lakhs
? Lakhs
Expenditure Materials Cost Personnel Cost Other Expenses Depreciation Profit before Taxation Provision for Taxation For the year Current Tax Deferred Tax
For earlier years Current Tax
12 13 14
1,683.72 74.55 64.29 0.32 1,822.88 0.38
3,304.61 66.80 53.52 0.31 3,425.24 5.46
0.15 0.14 0.29 (4.82) (4.53) 4.91 87.74 92.65
3.82 (2.12) 1.70 1.30 3.00 2.46 85.28 87.74
Profit after Taxation Balance brought forward from previous year Balance carried to Balance Sheet Earnings per Share - Basic and Diluted [? per Equity Share of ? 100 each] [Refer Note 12 of Schedule 15] Notes to the Financial Statements 15
61.38
30.75
Schedules 11 to 15 referred to above form an integral part of the Profit and Loss Account.
C. Y. Pal Chairman

Vinit Nair Company Secretary

59
Induri Farm Limited

Cash Flow Statement for the year ended 31st December, 2010
A. Cash flow from operating activities Net Profit before Taxation Adjustments for Depreciation Interest Income Loss/(Profit) on change in the carrying amount of Livestock (Net) Operating profit before working capital changes Adjustments for Trade and Other Receivables Inventories Trade and Other Payables Cash used in operations Direct Taxes paid Net cash used in operating activities B. Cash flow from investing activities Interest received Net cash from investing activities C. Cash flow from financing activities Net cash from/(used in) financing activities Net decrease in cash and cash equivalents Cash and Cash Equivalents - Opening Balance Cash and Cash Equivalents - Closing Balance
(5.82) 19.49 13.67 (60.33) 79.82 19.49

Lakhs Lakhs 5.46
0.31 (0.66)
? Lakhs
0.38
0.32 (0.54) 1.57 1.35 1.73 61.82 (0.29) (64.74) (3.21) (1.48) (4.44) (5.92)
(0.51)
(0.86)
4.60 (7.60) 0.44
(49.19)
(56.35)
(51.75)
(9.31) (61.06)
0.10 0.10
0.73 0.73
Notes: 1. The above cash flow statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statements, notified under sub-section (3C) of Section 211 of the Companies Act, 1956.
2.
Previous year figures have been audited by a firm of Chartered Accountants other than the present auditors. Previous year figures have been regrouped where necessary.

For Lovelock and Lewes
Firm Registration No. 301056E
Chartered Accountants
C. Y. Pal Chairman
'"" i"""'-^
Himanshu Goradia Partner

Membership No. 45668 Mumbai, 18th August, 2011
60
Induri Farm Limited

As at 31st December, 2010 Lakhs Lakhs As at 31st December, 2009 Lakhs Lakhs
Schedule 1 Capital
Authorised 20,000 Equity Shares of ? 100 each Issued and Subscribed 8,000 Equity Shares of ? 100 each fully paid-up Of the above: (a) 7,999 shares are held by Cadbury India Limited, the holding company and 1 share is held by a Director as a nominee of Cadbury India Limited. (b) 3,000 shares were allotted as fully paid-up bonus shares by capitalisation of General Reserve.
8.00 20.00
20.00 8.00
Schedule 2 Reserves and Surplus General Reserve Balance as per last Balance Sheet
Profit and Loss Account
34.27 34.27 87.74 122.01
92.65
126.92
Schedule 3 Fixed Assets

Lakhs)
Gross Block (at cost) Description
Tangible Assets
Depreciation As at
31.12.2010
Net Block
As at 1.1.2010
Additions
Deductions
As at
1.1.2010
For the
On As at year Deductions 31.12.2010
As at 31.12.2010
As at 31.12.2009 ._
Freehold Land @
Buildings
9.15
21.06 3.98
0.06 1.02 4.72 39.99
9.15 21.06 3.98

0.06 1.02
18.23 2.78
0.06 1.02
0.13 0.19
18.36 2.97 0.06 1.02
9.15 2.70
1.01
9.15 2.83 1.20
Plant and Machinery Furniture and Fittings
Vehicles Livestock
0.22 0.22 j 2.09
1.79
3.15 22.09 21.78 0.32 0.31
3.15
4.72 17.90
1.79 38.42 1.58 39.99
22.41 22.09
16.01 17.90
Previous year
39.48
> Refer to Note 2 of Schedule 15
Induri Farm Limited

Lakhs Schedule 4 Deferred Taxation Deferred Tax Assets Provision for Gratuity Provision for Leave Encashment
Lakhs
Lakhs
Lakhs
7.70
1.23 8.93
7.80 1.29 9.09

0.69 8.40
Less: Deferred Tax Liability - Depreciation
0.67 8.26
Schedule 5 Inventories (At lower of cost and net realisable value) Livestock Feed
0.48
0.19
Schedule 6 Sundry Debtors (Unsecured, Considered Good) Debts outstanding for a period less than six months* includes ? 121.12 lakhs (Previous year ^219.67 lakhs) due from Cadbury India Limited, the holding company.
121.98
219.92
Schedule 7
Cash and Bank Balances Cash on Hand
Balances with Scheduled Banks on Current Accounts on Deposit Accounts
7.50 6.04
13.54 13.67
0.13
0.12
13.33 6.04 19.37

19.49
Induri Farm Limited

As at 31st December, 2010 Lakhs Lakhs
Schedule 8
Loans and Advances (Unsecured, Considered Good)
As at 31st December, 2009 Lakhs Lakhs
Advances recoverable in cash or in kind or for value to be received Current Taxation [Net of Provisions ? 23.08 lakhs (Previous year - Nil)] Fringe Benefits Tax [Net of Provision of ? 0.03 lakhs (Previous year - ? 0.03 lakhs)]
41.42 8.23 0.29
4.86
0.29
5.15
49.94
Schedule 9 Liabilities
Sundry Creditors
Micro and Small Enterprises [Refer Note 3 of Schedule 15] Others

Other Liabilities
1.33
45.69 45.69
0.84
46.53
108.68
110.01
0.75
110.76
Schedule 10 Provisions Provision for Current Taxation [Net of Payments of - Nil (Previous year - ^ 26.87 lakhs)]
Provision for Gratuity
0.88
24.92 3.97
28.89
25.25
Provision for Leave Encashment
4.15
30.28
induri Farm Limited

Schedules forming part of the Profit and Loss Account for the year ended 31 st December, 2010
Year ended 31st December, 2010 Lakhs Lakhs
Schedule 11 Other Income Interest on Deposits with Banks (Gross) [Tax Deducted at Source - Nil (Previous Year ^ 0.08 lakhs)] on Staff Loans
Recovery of Expenses Rent Sale of Hay and Firewood Profit on change in the carrying amount of Livestock (Net) Miscellaneous Income Year ended 31st December, 2009
Lakhs
Lakhs
0.51 0.03
0.54 74.80 0.53 2.12 1.03
0.62 0.04 0.66

79.55 0.53 2.02
0.51 0.31
83.58
79.02
Schedule 12 Materials Cost Raw Materials Consumed Opening Stock Add: Purchases Milk Livestock Feed
0.19
0.63
1,681.36 2.65
1,684.01 1,684.20 0.48 1,683.72
3,301.99 2.18 3,304.17 3,304.80 0.19 3.304.61
Less: Closing Stock Schedule 13 Personnel Cost Salaries, Wages and Bonus Contribution to Provident and Other Funds Staff Welfare Expenses Add: Reimbursement of Salary and Benefits shared by the Holding Company
53.34 6.07 6.27 65.68 8.87 74.55
46.30 9.69 5.02 61.01 5.79 66.80
Schedule 14 Other Expenses Consumption of Stores and Medicines Power and Fuel Repairs and Maintenance Plant and Machinery Others
5.89 38.12 2.50 5.87 8.37 1.43 0.20 6.95 0.87 1.57 0.89 64.29
5.06 36.36
3.95 3.95 0.43 0.13 4.60 0.81 2.18 53.52
Rates and Taxes Insurance

Auditors Remuneration
Legal and Professional Expenses Loss on change in the carrying amount of Livestock (Net) Miscellaneous Expenses
Induri Farm Limited

Schedule 15 Notes to the Financial Statements 1. Significant Accounting Policies The financial statements are prepared to comply in all material aspects with the applicable accounting principles in India, the accounting standards notified under sub-section (3C) of Section 211 of the Companies Act, 1956 (the 'Act') and the other relevant provisions of the Act. The significant accounting policies are as follows (a) Basis of Accounting The financial statements are prepared in accordance with the historical cost convention. Fixed Assets Fixed assets, except livestock, are stated at cost of acquisition, including any attributable cost for bringing the asset to its working condition for its intended use, less accumulated depreciation. Depreciation is provided on Written Down Value Method, pro-rata to the period of use, at the rates specified in Schedule XIV of the Act or the rates based on useful lives of the assets as estimated by the management, whichever are higher. The annual depreciation rates are as under:
(b)
Description
Buildings
%
5
Plant and Machinery

Furniture and Fittings
13.91127.82
18.10
Vehicles
30
Fixed assets costing ? 5,000 or less are fully depreciated in the year of acquisition. A nominal value of Re. 1 is assigned to fully depreciated assets. Livestock is stated at cost. Cost of livestock reared from conception to maturity comprises estimated cost of calving and cattle feed that the calf consumes till maturity. At each year end, the net realisable value of the livestock is ascertained and where such value is lower than the carrying amount, the difference is debited to the Profit and Loss Account. (c) Inventories Inventories are valued at lower of cost and net realisable value. Cost is determined on moving weighted average basis.
Revenue Recognition
(d) (e)
Sales are recognised when goods are supplied to customers.

Employee Benefits (i) Long-term Employee Benefits
(a)
Defined Contribution Plans The Company has Defined Contribution Plans for post employment benefits in the form of Provident Fund and Employees' State Insurance Scheme and the Company has no further obligation beyond making the contributions. The Company's contributions to Defined Contribution Plans are charged to the Profit and Loss Account as incurred.
(b)
Defined Benefit Plan The Company has Defined Benefit Plan for post employment benefits in the form of Gratuity. The liability for Defined Benefit Plan is provided on the basis of valuation, as at the Balance Sheet date, carried out by an independent actuary. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method.
Induri Farm Limited

Other Long-term Employee Benefit The employees of the Company are also entitled to Leave Encashment as per the Company's policy. The liability for Leave Encashment is provided on the basis of valuation, as at Balance Sheet date, carried out by an independent actuary. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method. (ii) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised in the Profit and Loss Account in the year in which they arise. Taxation Current tax is determined as the amount of tax payable in respect of estimated taxable income for the year. Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Provisions A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and in respect of which reliable estimate can be made. These are reviewed at each year end date and adjusted to reflect the best current estimate. (c)
(f)
(g)
2.
The Company has received a notice from the Special Land Acquisition Officer, Government of Maharashtra under the Land Acquisition Act, 1894 for acquisition of 1.13 hectares of land at village Shire (Gut No. 27), which is pending final disposal and receipt of compensation. Objections have also been filed by the Company against this acquisition notice. Adjustment in the books of the Company for the value of land will be made, if necessary, on final disposal of acquisition proceedings.
3.
Disclosures as required underthe Micro, Small and Medium Enterprises Development Act, 2006. This information and that given in Schedule 9 - Liabilities regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. As at 31 st December, ______2010 ? Lakhs As at 31st December, ______2009 ? Lakhs
(a)
The principal amount and the interest due thereon remaining unpaid to suppliers (i) Principal (ii) Interest due thereon (i) (ii) The delayed payments of principal amount paid beyond the appointed date during the entire accounting year, Interest actually paid under Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 Normal Interest accrued during the year, for all the delayed payments, as per the agreed terms Normal Interest payable for the period of delay in making payment, as per the agreed terms Total Interest accrued during the year Total Interest accrued during the year and remaining unpaid
1.33 1.33
(b)
(c)
(i) (ii)
(d) (e)
(i) (ii)
Included in (d) above is - Nil [Previous year - Nil] being interest on amounts outstanding as at the beginning of the accounting year.
Induri Farm Limited

4. Production
Unit

Quantity 37
Milk
Tonnes
Quantity 29
Sales
Unit

Quantity ? Lakhs
1,744.24
Quantity
26,822
? Lakhs
3,347.12
Milk Purchase Milk
Tonnes
12,242
Tonnes
12,216
1,681.36
26,789
3,301.99
Auditors' Remuneration
Year ended 31st December,

2010
? Lakhs
Audit Fees
Other Services
6.88 0.06 0.01 6.95
? Lakhs 4.50
0.10 4.60
Reimbursement of Expenses
Employee Benefits The Company has classified various employee benefits as under:
Year ended 31st December, ______2010

?Lakhs (A) Defined Contribution Plans The Company has recognised the following amounts in the Profit and Loss Account for the year: (i) (ii) Contribution to Provident Fund Contribution to Employees' State Insurance Scheme
3.50 1.55 5.05
Year ended 31 st December, ______2009

? Lakhs
2.96 0.27
3.23
Induri Farm Limited

Year ended 31st December, 2010 Gratuity (B) Defined Benefit Plan Valuation in respect of Gratuity has been carried out by independent actuary, as at the Balance Sheet date, basei J on the following assumptions: (a) Discount Rate (per annum) (b) Rate of increase in Compensation Levels (i) Change in Defined Benefit Obligation (a) Opening Defined Benefit Obligation (b) Interest Cost (c) Past Service Cost (d) Current Service Cost (e) Curtailment Cost/(Credit) (f) Settlement Cost/(Credit) (g) Benefits Paid (h) Actuarial (Gain)/Loss (i) Closing Defined Benefit Obligation Changes in the Fair Value of Plan Assets (a) Opening Fair Value of Plan Assets (b) Expected Return on Plan Assets (c) Actuarial Gain/(Loss) (d) Employers' Contributions (e) Benefits Paid (f) Closing Fair Value of Plan Assets
Year ended 31 st December,
2010 2009
Year ended 31st December, 2009 Gratuity
8% 9% ? Lakhs
25.25 1.97 0.10 1.15
8% 9%
? Lakhs
18.79 1.51
1.23
(1.35)
(2.20) 24.92 3.72 25.25
(ii)
1.35 (1.35)
Year ended 31 st December,

2008 Gratuity
2007
Gratuity Amount recognised in the Balance Sheet (a) Present Value of Obligation as at year end (b) Fair Value of Plan Assets as at year end (c) Net (Asset)/Liability recognised in the Balance Sheet (d) Experience (Gains)/Loss Adjustments on Plan Liabilities
Gratuity
Gratuity
? Lakhs
? Lakhs
? Lakhs
24.92
25.25
18.79
17.81
24.92 (2.20)
25.25 3.72
18.79
17.81
information is not readily available.
Induri Farm Limited

Year ended 31st December, 2010 Gratuity ? Lakhs iv) Expenses recognised in the Profit and Loss Account (a) Current Service Cost (b) Past Service Cost (c) Interest Cost on Defined Benefit Obligation (d) Expected Return on Plan Assets (e) Curtailment Cost/(Credit) (f) Net Actuarial (Gain)/Loss recognised in the current year
(g) Total Expenses recognised in the Profit and Loss Account 3.97 lakhs Year ended
31st December,
2009
Gratuity ? Lakhs
1.23 1.51
1.15
0.10 1.97
(2.20) 1.02
3.72 6.46
(C) The liability for Leave Encashment as at the year end
(Previous year ? 4.15 lakhs).
9.
The Company has only one reportable segment which is "Purchase, Production and Sale of Milk" and one geographical segment which is "within India". Accordingly, no separate disclosures of segment information are required. Related Party Disclosures (A) Enterprises where control exists (a) Ultimate Holding Company:
(b) Holding Company: Cadbury Pic., UK (up to 1st February, 2010) Kraft Foods Inc., USA (from 2nd February, 2010)
10.
Cadbury India Limited
(B)
Disclosure of transactions between the Company and related parties and outstanding balances as at the year end:
Year ended
31 st December, ______2010 ? Lakhs Holding Company: Sale of milk Recovery of Expenses Reimbursement of Expenses
Rent Income
Year ended
31st December, 2009 ? Lakhs 3,343.94
1,741.75
74.80
Balance as at the year end - Outstanding Receivable
11.99 0.53 121.12
79.55 7.06 0.53 219.67
11.
Disclosures for Operating Leases Disclosures in respect of land given on lease (a) Lease Income recognised in the Profit arid Loss Account (b) Future minimum lease receipts under non-cancellable agreements
(i) Not later than one year
0.53
0.53 0.40
0.53
(ii)
(iii)
Later than one year and not later than five years
Later than five years
0.53 0.93
Induri Farm Limited

12. Basic earnings per share has been calculated by dividing profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The Company has not issued any potential equity shares and accordingly, the basic earnings per share and diluted earnings per share are the same. Earnings per Share has been computed as under:

Profit after Taxation (? Lacs) Weighted average number of shares Earnings per Share (? per Equity Share of ? 100 each) - Basic and Diluted 13.

2.46 8,000 30.75
4.91
8,000 61.38
The tax year for the Company being the year ending 31st March, the provision for taxation for the period is the aggregate of the provision made for three months ended 31st March, 2010 and the provision based on the figures for the remaining nine months up to 31st December, 2010, the ultimate tax liability of which will be determined on the basis of the figures for the period 1st April, 2010 to 31st March, 2011. The Board of Cadbury Pic., UK (the then ultimate holding company) unanimously recommended Cadbury Pic. shareholders, to accept the terms of the final offer made by Krafl Foods Inc., to acquire the entire share capital of Cadbury Pic. The offer was accepted by a majority of the shareholders of Cadbury Pic. on 2nd February, 2010. Accordingly, Kraft Foods Inc., USA has become the ultimate holding company when the transaction was completed on 2nd February, 2010.
14.
15.
Previous year figures have been audited by a firm of Chartered Accountants other than the present auditors. Previous year figures have been regrouped where necessary.
Signatures to Schedules 1 to 15

For Lovelock and Lewes Firm Registration No. 301056E Chartered Accountants
C. Y. Pal Chairman

Induri Farm Limited

Balance Sheet Abstract and Company's General Business Profile
I. Registration Details Registration No.
0 4
7 8
State Code
Balance Sheet Date

Capital raised during the year (Amount in ? Thousands)
Public Issue
Rights Issue
N I L
IN I i I L i
Private Placement
IN I iL
Bonus Issue
N I L
Position of Mobilisation and Deployment of Funds (Amount in ? Thousands)

Total Liabilities Sources of Fund
Total Assets*
Paid-up Capital
Secured Loans Application of Funds Net Fixed Assets Net Current Assets____
TIT 0 | 6 "si
Reserves & Surplus___

1 | 2 [6 j 9 I 2 j
Unsecured Loans
N I Li
Investments
TNq
Misc. Expenditure
N; I I L
Accumulated Losses
IN!iIL
* Total Assets include Deferred Taxation of ? 826 thousands. IV. Performance of the Company (Amount in ? Thousands) Turnover
1"T81 2
Total Expenditure
I 3 ! 2 Tel
3 i8
TJej 2 j 2 | s | 1
Profit/Loss After Tax
Profit/Loss Before Tax
(Please tick Appropriate box + for Profit, - for loss)

Earnings Per Share in ?
6 1
[run
4
Dividend rate %
V.
Generic Names of Three Principal Products/Services of the Company (as per monetary items)
Product Description
0|1 2 0 L K
M I
C. Y. Pal Chairman
71
Financial Highlights
Lakhs
YEAR ASSETS EMPLOYED
2010
2009
2008
2007
2006
2005
2004
2003*
2002
2001
Net Fixed Assets Net Current Assets
58,655 8,248
50,519 3,066
37,525 13,231
27,118
-14,794
24,726 -10,974 26,710 40,462
19,017 -2,732 28,556 44,841
16,734
16,058
13,941 14,248 6,435 34,624
14,332 12,150
1,104
23,230 41,068
8,919
12,735
37,712
Others Total
FINANCED BY
7,185
74,088
1,801
55,385
293
51,049
29,848 42,172
835
27,317
Equity Share Capital
3,107
70,129 73,235
3,107
49,973 53,080
3,218
43,222
46,440 4,170 439 51 ,049
3,320 37,294
40,614
3,436 35,773 39,209
3,571
3,571
36,028 39,599
3,571
32,222 35,793
3,571
3,571
21,686 25,257
Reserves & Surplus Shareholders' Funds Loan Funds Deferred Tax Liability (net)
39,810 43,381
28,462 32,033
853
1,217 1,089
876 682
42,172
1,001 252
40,462
822 638
44,841 87,978
736 733 41 ,068

76,405
1,234 685
37,712
71,421
1,420 1,171
34,624 68,730
708 1,352
27,317 62,632
Total
SALES PROFIT AND
APPROPRIATIONS
74,088
55,385
2,50,323 1 ,93,438 1 ,58,860 1 ,29,347 1,05,825
Profit Before
Depreciation & Tax Depreciation

Profit Before Tax
30,995 -6,076 24,919 -3,892 21,028
27,814 -4,383 23,431 -4,579 18,852
23,841 -3,652 20,189 -3,611 16,578
17,741 -3,432 14,309 -4,467
14,584 -3,341
1 1 ,522
-3,406
9,748
10,298 -3,089 7,209 -2,644

4,565
13,246 -2,627 10,619 -3,399 7,220
11,634 -2,379 9,255 -3,283 5,972
-3,395 6,353 -2,224
1 1 ,243
-4,363
8,115
-3,574
4,541
Tax Profit after Tax and Before Exceptional Items

Exceptional Items
Tax Adjustments of Earlier Years
Profit After Tax
9,842
6,881
4,129
0 -150
20,878
0 11
18,863
0 0
16,578
-62 1,923
1 1 ,765 777
__
-304 72
5,740
55 4,596 814 3,782
492 4,621 814

3,807
__
114 7,272 496 6,776
6,881 784
6,097
4,565
Dividend and Tax On Dividend Retained Earnings

PER SHARE INFORMATION
722
20,156
727
18,136
753
15,825
806
3,759
2,148
3,592
10,988
Earnings Per Share
Before Exceptional Items (?) Book Value Per Share (?)
67.20
59.72 170.85
50.62
144.29
34.86 122.31
19.63
114.12
12.72
121.48
11.56
110.89
12.78
100.23
20.21 89.71 2
16.72
70.73
235.71
2
Dividend Per Share (?)

(Excl. Tax on Dividend)
BSE SHARE PRICE
High
Low
(b) (b)
(b)
(b)
(b) (b)
(b)
(b) (b)
(b) (b)
(b)
(b) 473.75
569
(b)
(b)
(b) 469.90 357.30
* Shares delisted w.e.f. 20th January, 2003

Registered Office : Cadbury House, 19, Bhulabhai Desai Road, Mumbai 400 026.
ATTENDANCE SLIP
I hereby record my presence at the 63rd ANNUAL GENERAL MEETING of the Company at the Textiles Committee (Auditorium) (Govt. of India, Ministry of Textiles), P. Balu Road, Prabhadevi Chowk, Prabhadevi, Mumbai 400 025, on September 29, 2011 at 3.00 p.m.
NAME & ADDRESS OF THE SHAREHOLDER
L. F. No. / CL ID & DP ID No.:
SIGNATURE OF THE SHAREHOLDER OR THE PROXY ATTENDING THE MEETING
If Shareholder, please sign here
If Proxy, please sign here
Note : Shareholders/Proxy holders are requested to bring this duly completed & signed Attendance Slip with them when they come to the meeting and hand it over at the entrance. The copy of Annual Report may please be brought to the meeting hall.
---

Registered Office : Cadbury House, 19, Bhulabhai Desai Road, Mumbai 400 026.
PROXY FORM
L F. No. / CL ID & DP ID No. :
I/We. of_
hereby appoint. or failing him/her
. being a member/members of CADBURY INDIA LIMITED _______of_____________________ _______of_____________________
as my/our proxy to vote for me/us and on my/our behalf at the 63rd ANNUAL GENERAL MEETING of the Company to be held at the Textiles Committee (Auditorium) (Govt. of India, Ministry of Textiles), R Balu Road, Prabhadevi Chowk, Prabhadevi, Mumbai 400 025, on September 29, 2011 at 3.00 p.m. and at any adjournment thereof. As witness my/our hand(s) this. . day of. .2011.
r
(Signature of the Shareholder)
Affix a
Revenue Stamp
Note : The Proxy duly completed and stamped must reach the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting.
Cadbury House, 19, Bhulabhai Desai Road, Mumbai - 400 026.

Cadbury 2010

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Cadbury 2010

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CADBURY INDIA LIMITED

63rd Annual Report 2010

CHAIRMAN'S STATEMENT Dear Shareholders,

By Order of the Board of Directors

Clause 4 Clause 5 & 6

Place of Work Remuneration, Perquisites and Benefits

Termination of the agreement

Notices to either parties

Inventions and improvements.

Clause 4 Clause 5 & 6

Place of Work Remuneration, Perquisites and Benefits

Termination of the agreement

Notices to either parties

Inventions and improvements

Item No. 10 & 11

May 23, 2011

Clause 4 Clause 5 & 6

Place of Work Remuneration, Perquisites and Benefits

Termination of the agreement

Notices to either parties

Non Competition. Return of papers - after termination of the agreement.

By Order of the Board of Directors

Mumbai Date-.August 18, 2011

REPORT OF THE DIRECTORS

2033 5,2 3,027 253,350

2009 ? Lacs 193,438 1,422 194,860

31,386 (9) 30 (,7) 606 24,919 (,0) 570 1,808 21,028

28,142 (2) 38 (4,383) 23,431 (3,928) (651) 18,852

20,878 44,322 65,200

18,863 38,992 57,854

Dividend 0.3% Utilised for Buy Back 0.0%

Depreciation 2.4% General Reserve 0.8% Retained Earnings 7.1%

6,9 230 6.0 72

Operation & Establishment 35.8%

Profit after Tax

22,500 20,000 17,500 15,000 12,500

10,000 7,500 5,000

0 2006 2007 2008

Dividend (including tax)

500 400 300 200 100

0 2006 2007 2008 2 1 0 0

32,000 24,000 16,000 8,000 0 2006 2007 2008 2009

0.0 2006 2007 2008 2009 2010

For and on behalf of the Board of Directors

ANNEXURE 'A' TO THE DIRECTORS' REPORT

(a) Energy conservation measures taken:

Electricity (a) Purchased

512.5 2,553.4 5.0

388.9 1,734.0 4.5

Units per litre of diesel oil Cost per unit (?/unit)

63.7 3.3 11.3

97.1 3.3 9.2 615.8 169.4 27.5

Qty. (K. Ltrs.)

Total amount (? in lacs) Average rate (?/ltr.)

2009 12.6 76.2 6.0

Qty. (in '000 MMBTU)

25.9 111.2 4.3

Total amount (? in lacs)

Confectionery and Food Drinks

(ii) Furnace Oil/LHS/LDO/HSD (KL/T)

(iii) Bagasse/Coal (KGS/T)

(e) Efforts made in technology absorption in prescribed Form 'B':

Crumb capacity expansion with T reactor ramp up and Commissioning at Baddi

BOURNVITA : Relaunch in new sustainable packaging with improved recipe offering/claims