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Page 1: Cadbury 2010

CADBURY INDIA LIMITED63rd Annual Report 2010

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Page 2: Cadbury 2010

BOARD OF DIRECTORSCHAIRMANC. Y Pal

MANAGING DIRECTORAnand Kripalu

NON EXECUTIVE DIRECTORSHarsh MariwalaRadhakrishnan Menon

EXECUTIVE DIRECTORSAtul BhatiaV. ChandramouliSree PatelJaiboy PhillipsRajesh RamanathanFrans RydenNarayan SundararamanSunil Taldar

COMPANY SECRETARYBarkha Bordia

AUDITORSM/s. Lovelock & Lewes, Mumbai

ADVOCATES & SOLICITORSTalwar Thakore & Associates, MumbaiK. J. John & Co., New Delhi

BANKERSBank of IndiaCitibank NAHDFC Bank Ltd.HSBC Ltd.State Bank of IndiaThe Royal Bank of Scotland N.V.

REGISTERED OFFICECadbury House,19, Bhulabhai Desai Road,Mumbai 400 026Tel.: 40073100 • Fax.: 23521698

CONTENTS

WORKSThane

Induri

Malanpur

Baddi

Bangalore

1 Pokharan Road, Eastern ExpressHighway, Thane - 400 606, MaharashtraTalegaon Dabhade, Pune - 410 507,MaharashtraPlot No. 25, Malanpur Industrial Area,Village Gurikha, Tehsil Gohad,District Bhind, Gwalior - 477 116,Madhya PradeshHadbast No. 199, Village SandholiBaddi, Tehsil - Nalagarh,Dist. Solan - 173205, Himachal PradeshJodi Hanumanapalya MahadevapuraPost, Mangalore Road,Nelamangala - 562123, Bangalore,Karnataka

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

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Page 3: Cadbury 2010

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 ourprofit before tax grew by 6.4%.

The robust growth was fuelled by superior product innovation and sustained investment behind ourpower 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, premiumversion 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 advertisingcampaign 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 newpartnership with Akshaya Patra, an NGO that cooks and serves mid-day meals to children, across thecountry, every day. In October 2010, as part of "Delicious Difference Week", our global week of communityservice, over 1000 colleagues across the country volunteered with Akshaya Patra. Over a period ofthree 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 oneyear. In addition, we set up a school near our Baddi factory where over 50 children of migrant workersnow have daily access to non-formal education, before enrollment to a government school. We alsocontinued to invest in our integral village development program SARVAM.

Thank you for your continued support.

Best wishes,

C. Y. PalChairman

Mumbai:August 18, 2011

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Page 4: Cadbury 2010

NOTICE

NOTICE IS HEREBY GIVEN THAT THE SIXTY-THIRD ANNUAL GENERAL MEETING OF THE MEMBERS OFCADBURY 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 thefollowing business :

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended December 31, 2010 and theBalance Sheet as on that date and the Reports of the Directors and the Auditors thereon.

2. To declare a dividend.

3. To appoint a Director in place of Mr. Harsh Mariwala, who retires by rotation and being eligible, offers himself forre-appointment.

4. To appoint a Director in place of Mr. Jaiboy Phillips, who retires by rotation.

5. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass with orwithout modification(s), as an Ordinary Resolution the following:

"RESOLVED THAT M/s. Lovelock & Lewes, Chartered Accountants, Mumbai, be and are hereby appointed as theStatutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Boardof 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 applicableprovisions of the Companies Act, 1956 and subject to the approval of the Central Government, the Company herebyaccords its approval to the appointment of and remuneration payable to Mr. Sunil Taldar as an Executive Directorof the Company for a period of 5 years commencing from May 1, 2011, on the terms and conditions set out in theagreement entered into between the Company and Mr. Sunil Taldar, a copy of whereof initialled by the Chairman ofthe Board for the purpose of identification, is placed before the meeting."

8. To appoint Mr. Frans Ryden as a Director of the Company liable to retire by rotation.

9. 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 applicableprovisions of the Companies Act, 1956 and subject to the approval of the Central Government, the Company herebyaccords its approval to the appointment of and remuneration payable to Mr. Frans Ryden as an Executive Directorof the Company for a period of 3 years commencing from May 2, 2011, on the terms and conditions set out in theagreement entered into between the Company and Mr. Frans Ryden, a copy of whereof initialled by the Chairman ofthe 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 applicableprovisions of the Companies Act, 1956, the Company hereby accords its approval to the appointment of andremuneration payable to Ms. Sree Patel as an Executive Director of the Company for a period of 5 years commencingfrom May 23, 2011, on the terms and conditions set out in the agreement entered into between the Company andMs. Sree Patel, a copy of whereof initialled by the Chairman of the Board for the purpose of identification, is placedbefore the meeting."

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Page 5: Cadbury 2010

NOTES:

(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MOREPROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF ONLY ON A POLL AND THE PROXY NEED NOT BE AMEMBER.

A proxy form, duly completed and stamped, must reach the Registered Office of the Company not less than48 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 ofitem 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 toSeptember 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 whendeclared 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 allvalid 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 Statementof Beneficial Ownership furnished by the National Securities Depository Limited (NSDL) and the CentralDepository 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 requiredunder Sections 205A and 205C of the Companies Act, 1956.

(f)

(g)

(h)

(i)

Members are requested to encash their Dividend Warrants on receipt as Dividend remaining unclaimed for seven yearsis required to be transferred to the Investor Education and Protection Fund established by the Central Governmentunder Section 205C of the Companies Act, 1956. Once unclaimed dividends are transferred to this fund, Memberswill not be entitled to claim these dividends.

Members seeking any information or clarification on the Accounts are requested to send in written queries to theCompany, at least one week before the date of the meeting. Replies will be provided in respect of such writtenqueries received only at the meeting.

Members/Proxies should bring the Attendance Slip sent herewith, duly filled in, for attending the meeting.

Members are requested to immediately address their communications regarding transfer of shares, change ofaddress, dividend mandates, etc. quoting their folio number(s) to the Company's Registrar & Transfer Agent:

M/s Sharepro Services,912, Raheja Centre,Free Press Journal Road,Nariman Point, Mumbai - 400 021OR13 AB, Samhita Co.op. Warehousing Complex,Plot No. 53, Sakinaka,Off Andheri Kurla Road,Andheri (E)Mumbai - 400 072

Telephone: (022) 66134700Fax: (022) 22825484

Telephone: (022) 67720300,67720400

Fax: (022) 28375646

(j) Members holding shares in identical order of names in more than one folio are requested to write to the Company'saforesaid Registrar & Transfer Agent, and send their share certificates to enable consolidation of their holdings intoone folio.

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Page 6: Cadbury 2010

(k) Members holding shares in dematerialised form, may please note that while opening a depository account withthe depository participants they may have given their bank account details, which will be printed on their dividendwarrants. However, if Members want to change/correct the bank account details, they should communicate thesame immediately to the concerned Depository Participant. Members are also requested to furnish the MICR code oftheir bank to their Depository Participant. The Company will not entertain any direct request from Members fordeletion/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 postaltransit and also to get prompt credit of dividend through Electronic Clearing Service (ECS), they should submit theirECS details to the Company's Registrar & Transfer Agent by September 16, 2011. The requisite ECS application formcan be obtained from the Company's Registrar & Transfer Agent. Alternatively, Members may provide details of theirbank account quoting their folio numbers by the said date, to the Company's Registrar & Transfer Agent to enablethem 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 singlyor jointly. Members who hold shares in single name are advised, in their own interest to avail of the nomination facilityby filling Form 2B. Blank forms will be supplied by Company's Registrar & Transfer Agent on request. Membersholding shares in the dematerialised form may contact their Depository Participant for recording nomination inrespect 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 BordiaCompany Secretary

MumbaiDate : August 18, 2011

Registered office:Cadbury House19, Bhulabhai Desai RoadMumbai - 400 026.

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Page 7: Cadbury 2010

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, 2011for a period of 5 years.

The terms of appointment, remuneration and perquisites of Mr. Sunil Taidar as set out in the Agreement referred toin the resolution are subject to the approval of the Shareholders of the Company and the Central Governmentunder Schedule XIII of the Companies Act, 1956. The approval from Central Government will be obtained asMr. Sunil Taldar was not staying in India for a continuous period of twelve months immediately preceding the date ofhis 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 Directorof 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 Parties to the Contract

Clause 2 Effective date of appointment as ExecutiveDirectorDuration of the term

Clause 3 Duties of Executive Director

Clause 4 Place of WorkClause 5 & 6 Remuneration, Perquisites and Benefits

(a) Cadbury India Limited(b) Mr. Sunil TaldarMay 1, 2011

5 yearsSubstantial powers of management subject tosuch restrictions as the Board may impose fromtime to time.Regd. Office of the CompanySalary(1) Basic Salary - ? 3,23,000/- p.m.(2) Allowances - ? 2,23,8207- p.m.

Any increases in Basic Salary andallowances within the overall limit of? 15 Lacs p.m. as may be approved by theBoard of Directors from time to time.

Management Incentive Plan/CommissionManagement Incentive plan/Commissionsubject to a maximum of 1% of Net Profit.

Provident fund, Gratuity and Superannuation:As per applicable rules from time to timeand Company policy.

Perquisites/BenefitsCompany Accommodation.Gas, electricity and water expenses to bereimbursed by the Company.Medical Reimbursement and PersonalAccident Insurance as per the Companypolicy.Leave Travel Allowance, once in a year, asper the rules of the Company.Club fees - Membership of 1 club.Use of car with driver.

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Page 8: Cadbury 2010

Clause 7

Clause 8

Confidentiality:

Termination of the agreement

Clause 9 Notices to either parties

Reimbursement of expenses on telephoneat residence.Housing Loan, Furniture & ApplianceScheme as per Company policy.Reimbursement of expenses reasonablyincurred in cash or by credit card while onCompany duty.Shifting and joining allowance for relocation(one time).Executive Director not to divulge, discloseor use for his own purpose, information,knowledge etc. relating to the businessactivities of the Company gathered duringemployment with the Company.Automatic termination due tosuperannuation, resignation, etc.Immediate termination due to misconduct,conviction for a criminal offence or dishonestacts.Termination with 3 months notice duringprolonged illness or incapacity.Mutual notice for termination.

Mode of Service.

APPENDIX1. Inventions and improvements.

2. Confidential information - not to divulge trade secret or confidential information.3. Non Solicitation - after termination of the employment.4. Non Competition.

5 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 limitslaid 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 madein 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 inspectionby the Members at the Registered Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working day of theCompany 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, 2011for a period of 3 years.

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Page 9: Cadbury 2010

The terms of appointment, remuneration and perquisites of Mr. Frans Ryden as set out in the Agreement referredto in the resolution are subject to the approval of the Shareholders of the Company and the Central Governmentunder Schedule XIII of the Companies Act, 1956. The approval from Central Government will be obtained asMr. Frans Ryden was not staying in India for a continuous period of twelve months immediately preceding the date ofhis 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 Directorof the Company.

The material terms of appointment and remuneration of Mr. Frans Ryden as set out in the said Agreementare as follows:

Clause 1 Parties to the Contract

Clause 2 Effective date of appointment as ExecutiveDirectorDuration of the term

Clause 3 Duties of Executive Director

Clause 4 Place of WorkClause 5 & 6 Remuneration, Perquisites and Benefits

(a) Cadbury India Limited(b) Mr. Frans RydenMay 2, 2011

3 yearsSubstantial powers of management subject tosuch restrictions as the Board may impose fromtime to time.Regd. Office of the CompanySalary

Basic Salary - ? 12,38,659/- p.m.Any increases in Basic Salary andallowances within the overall limit of? 30 Lacs p.m. as may be approved by theBoard of Directors from time to time.

Management Incentive Plan/CommissionManagement Incentive plan/Commissionsubject to a maximum of 1 % of Net Profit.

Perquisites/BenefitsCompany accommodation.Gas, electricity and water expenses to bereimbursed by the Company.Medical Reimbursement and PersonalAccident Insurance as per the Companypolicy.Leave Travel Allowance, once in a year, asper the rules of the Company.Club fees - Membership of 1 club.Use of car with driver.Reimbursement of expenses on telephoneat residence.Housing Loan, Furniture & ApplianceScheme as per Company policy.Reimbursement of expenses reasonablyincurred in cash or by credit card while onCompany duty.Shifting and joining allowance for relocation(one time).

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Page 10: Cadbury 2010

Clause 7

Clause 8

Confidentiality

Termination of the agreement

Notices to either parties

Executive Director not to divulge, discloseor use for his own purpose, information,knowledge etc. relating to the businessactivities of the Company gathered duringemployment with the Company.Automatic termination due toresignation, etc.Immediate termination due to misconduct,conviction for a criminal offence ordishonest acts.Termination with 3 months notice duringprolonged illness or incapacity.Mutual notice for termination.

Mode of Service.Clause 9APPENDIX1. Inventions and improvements2. Confidential information - not to divulge trade secret or confidential information3. Non Solicitation - after termination of the employment4. Non Competition5 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 limitslaid 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 madein 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 Committeesthereof.

A copy of the aforesaid Agreement entered into between the Company and Mr. Frans Ryden is available for inspectionby the Members at the Registered Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working day of theCompany up to the date of the Annual General Meeting.

The Board recommends this Resolution for approval by the Members.

Memorandum of InterestExcept Mr. Frans Ryden, no other Director is concerned or interested in this Resolution.

Item No. 10 & 11The Board of Directors appointed Ms. Sree Patel as an Additional Director and then as an Executive Director of theCompany with effect from May 23, 2011 for a period of 5 years. As an Additional Director she holds office upto theAnnual 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 aDirector of the Company.

The terms of appointment, remuneration and perquisites of Ms. Sree Patel as set out in the Agreement referred to in theresolution 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

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Page 11: Cadbury 2010

Clause 2 Effective date of appointment as ExecutiveDirectorDuration of the term

Clause 3 Duties of Executive Director

Clause 4 Place of WorkClause 5 & 6 Remuneration, Perquisites and Benefits

Clause 7

Clause 8

Confidentiality

Termination of the agreement

Clause 9 Notices to either parties

May 23, 2011

5 yearsSubstantial powers of management subject tosuch restrictions as the Board may impose fromtime to time.Regd. Office of the CompanySalary(1) Basic Salary - ? 3,00,833/- p.m.(2) Allowances-?1,91,377/-p.m.

Any increases in Basic Salary andallowances within the overall limit of? 15 Lacs p.m. as may be approved by theBoard of Directors from time to time.

Management Incentive Plan/CommissionManagement Incentive plan/Commissionsubject to a maximum of 1% of Net Profit.

Provident fund, Gratuity and Superannuation:As per applicable rules from time to time andCompany policy.

Perquisites /Benefits- HRA?1,50,000/-p.m.

Gas, electricity and water expenses to bereimbursed by the Company.Medical Reimbursement and PersonalAccident Insurance as per the Companypolicy.Leave Travel Allowance, once in a year, asper the rules of the Company.Club fees - Membership of 1 club.Use of car with driver.Reimbursement of expenses on telephone atresidence.Housing Loan, Furniture & Appliance Schemeas per Company policy.Reimbursement of expenses reasonablyincurred in cash or by credit card while onCompany duty.Shifting and joining allowance for relocation(one time).

Executive Director not to divulge, disclose or usefor his own purpose, information, knowledge etc.relating to the business activities of the Companygathered during employment with the Company.

Automaticterminationdueto superannuation,resignation, etc.Immediate termination due to misconduct,conviction for a criminal offence or dishonestacts.Termination with 3 months notice duringprolonged illness or incapacity.Mutual notice for termination.

Mode of Service.

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Page 12: Cadbury 2010

APPENDIX

1. Inventions and improvements.2. Confidential information - not to divulge trade secret or confidential information.3. Non Solicitation - after termination of the employment.4. Non Competition.5 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 limitslaid 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 madein 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 inspectionby the Members at the Registered Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working day of theCompany 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 BordiaCompany Secretary

MumbaiDate-.August 18, 2011

Registered office:Cadbury House19, Bhulabhai Desai RoadMumbai - 400 026.

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Page 13: Cadbury 2010

REPORT OF THE DIRECTORS

Dear Members,

Your Directors are pleased to present the 63rd AnnualReport together with the Audited Accounts of theCompany for the year ended December 31, 2010.

1. Financial HighlightsThe table below gives the financial highlights of theCompany in the financial year 2010 as compared toprevious financial year.

SalesOther Income

Profit before Interest,Depreciation & TaxInterestDepreciationProfit Before Tax andExceptional ItemsProvision for Taxation:- Current Tax- Deferred Tax

Profit after Tax and beforeexceptional itemsExceptional items and taxadjustments of earlier yearsNet Profit (after taxadjustments of earlieryears)Balance in P&L A/c.brought forward

Balance available fordistribution

Utilized for buy back ofSharesProposed Dividend(including Dividend Tax)Transfer to General Reserve

Balance in P&L A/c.carried forward

Earnings per share - Basic& diluted in Rupees

2010?Lacs250,3233,027

253,350

31,386(390)

(6,076)

24,919

(5,700)1,808

21,028

(150)

20,878

44,322

65,200

7222,088

62,390

67.20

2009? Lacs193,4381,422

194,860

28,142(328)

(4,383)

23,431

(3,928)(651)

18,852

11

18,863

38,992

57,854

1 1 ,385

7271,420

44,322

59.72

ry on f\f\f\

2,40,000

2,00,000

1 ,60,000

1 ,20,000

80,000

40,000

02006

'"•- Y': •''••

iji/iJ/'-V

2007

Sale(7 lac:

2

S)

\

i

008 2009

;:'•;:• .ri

2

I

D10

Dividend0.3%

Break Up of Costs(7 lacs)

Taxation Depreciation1.6% Interest 2.4%

0.2%

Utilised forBuy Back

0.0%

General Reserve0.8%

Retained Earnings7.1%

Employees7.4%

Operation &Establishment

35.8%

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Page 14: Cadbury 2010

2. DividendThe Directors recommend dividend of ? 21- per sharefor the financial year ended December 31, 2010.The dividend, if approved at the forthcoming AnnualGeneral Meeting, will be paid to:

(i) all those Equity Shareholders whose namesappear on the Register of Members of theCompany, after taking into account all validshare transfers in physical form lodged with theCompany on or before September 16, 2011 or

(ii) those whose names appear as beneficial ownersas at the end of business on September 16, 2011as per lists to be furnished by the Depositoriesviz. National Securities Depository Limited andCentral Depository Services (India) Limited.

3. Status of reduction of the Paid-up Equity ShareCapital of the CompanyAt the Extra Ordinary General Meeting held onNovember, 16, 2009, a Special Resolution waspassed by the shareholders to reduce the Paid-upEquity Share Capital of the Company by paying off/returning to the holders of the equity shares (otherthanthe Promoters viz. Cadbury Schweppes OverseasLimited and Cadbury Mauritius Limited) a sum of? 1,340/- (Rupees One Thousand Three HundredForty only) per share comprising the face value of? 10/- and a premium of ? 1,330/- per sharepursuant to Section 100 of the Companies Act,1956 and Article 63 of the Company's Articles ofAssociation.

Company filed a petition in the Bombay High Courtto seek confirmation of the Court, which was admittedby the Court on December 18, 2009. The petitioncontinues to be heard by the Honorable court.

4. Particulars of employeesAs on December 31, 2010 the total number ofemployees on Company records was 2855.The information required under Section 217(2A) ofthe Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975, as amended,forms part of this report. However, as per the provisionsof Section 219(1) (b) (iv) of the Act, the Report andAccounts are being sent to all the shareholdersexcluding the statement of particulars of employeesunder Section 217(2A) of the Companies Act, 1956.Any shareholder interested in obtaining a copy of thestatement may write to the Company Secretary atthe Company's Registered Office.

22,500

20,000

17,500

15,000

12,500

10,000

7,500

5,000

2,500

0

il:;111

Profit after Tax$ lacs)

'•:'y»-j£>,'v£?:!0!:' :&'•>':.,;

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i-

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2006 2007 2008 2009 2010

900

800

700

600

500

400

300

200

100

0

Dividend (including tax)(7 lacs)

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2006 2007 2008 2009 2010

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Page 15: Cadbury 2010

5. Quality & Food Safety

Quality and Food Safety Standards continue to beraised with the aim for quality to encompass thesupply chain end-to-end, i.e. quality in procurement,manufacturing, and distribution.

Material suppliers are being qualified as perGFSI (Global Food Safety Initiative) and for criticalingredients such as dairy, qualification as perKraft Supplier Quality Expectations is beingimplemented. Overall nearly 95 material supplierswill have been qualified by first quarter of nextyear. In addition, supplier forums are beingconducted to raise awareness about ourexpectations on compliance to quality policiesand guidelines.

Quality in manufacturing continues to remain a highfocus area. Baddi, Malanpur and Bangalore factorieshave been qualified under FSSC 22000, global qualitymanagement system. In addition, initiatives such asConsumer Relevant Quality Standards, StatisticalProcess Control, Quality Information Systems,Quality Circles and building Quality & Food Safetyinto design are being driven.

Quality in the distribution system is being augmentedthrough increased audits and investments to upgradewarehouses and depots as per GMP norms. To raiseproduct quality assurance, collection of productsamples from different markets and assessmentagainst quality standards has been initiated.To supplement these efforts, the quality evaluationinfrastructure is being augmented, includingthrough qualifying laboratories for microbiology andproduct analysis.

6. Environment, Health, Safety and Sustainability

Focus continues on implementation of priority safetystandards, including for commercial safety. Initiativessuch as safety week celebration and defensivedriving sessions have helped improve the safetyculture at the company. Water consumption perton has come down by 15% through initiatives onreduce, reuse, recycle and replenish. Initiatives forwater conservation include installation of a reverseosmosis system at our Baddi factory to treat thewaste water and use it back in boilers and coolingtowers. Carbon emission and energy consumptionhave been reduced by 27% and 14%, respectively.Energy saving projects have been implemented atall the factories which have helped reduce carbonemissions as well as the energy consumption.

80,000

72,000

64.000

56,000

48,000

40,000

32,000

24,000

16,000

8,000

0

Shareholders' Funds(? lacs)

|

f

F

:^

t

f - :

2006 2007 2008 2009 2010

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5

0.0

Asset Turnover(Times)

i

t-

j

f

F

;•

i;

2006 2007 2008 2009 2010

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Page 16: Cadbury 2010

7. DirectorsResignationsMr. Suresh Talwar resigned as Director with effectfrom March 31, 2011, Mr. Sunil Sethi resigned asExecutive Director with effect from April 1, 2011 andMr. Rajesh Garg resigned as Executive Director witheffect from April 5, 2011. The Board places on recordits appreciation of the valuable services rendered bythem during their tenure as Director.

AppointmentsMr. Sunil Tafdar has been appointed as an ExecutiveDirector with effect from May 1, 2011, Mr. FransRyden has been appointed as an Executive Directorwith effect from May 2, 2011 and Ms. Sree Patel hasbeen appointed as an additional Executive Directorwith effect from May 23, 2011.

Retirement by RotationMr. Harsh MarJwala is retiring by rotation and, beingeligible, offers himself for re-appointment. Mr. JaiboyPhillips is retiring by rotation.

8. Directors' Responsibility StatementPursuant 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 beenfollowed;

b. appropriate accounting policies have beenselected and applied consistently, andjudgments and estimates have been made thatare reasonable and prudent so as to give a trueand fair view of the state of affairs of the Companyas at December 31, 2010 and of the profitof the Company for the year endedDecember 31, 2010;

c. proper and sufficient care has been takenfor the maintenance of adequate accountingrecords in accordance with the provisions ofthe Companies Act, 1956 for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;

d. the annual accounts have been prepared on agoing concern basis.

10. Fixed DepositsThere were no outstanding Fixed Deposits at the endof this or the previous year. The Company did notaccept any Fixed Deposits during the year.

11. Subsidiary CompanyInduri Farm Limited, the wholly owned subsidiary ofyour Company made a profit of ? 4.91 Lacs duringthe year under review (previous year profit of ? 2.46Lacs) for which no adjustments have been made inthe books of the Company. The Statement pursuantto Section 212 (1)(e) of the Companies Act, 1956, isgiven at the end of Notes to the Accounts

12. Conservation of Energy, Technology Absorptionand Foreign Exchange Earnings and OutgoThe particulars required under Section 217 (1)(e)of the Companies Act, 1956, read with theCompanies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules, 1988, are attached asAppendix "A" to this report.

13. AuditorsMessrs. Lovelock & Lewes, Chartered Accountants,retire and are eligible for re-appointment asAuditors.

14. Cost AuditorThe Central Government's Cost Audit Orderspecifies audit of Cost Accounting Records of MaltedFood - 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 ata remuneration of ? 55.000/- plus reimbursement ofout-of-pocket expenses.

15. AcknowledgmentThe Directors sincerely appreciate the high degreeof professionalism, commitment and dedicationdisplayed by employees at all levels.

The Directors would also like to acknowledge thesustained guidance, assistance and advice receivedduring 2010 from Kraft Foods pic.

9. Audit CommitteeThe Audit committee comprises of two non-executivedirectors and one executive director. Mr. C. Y. Pal isthe Chairman of the Audit Committee. During 2010,four Audit Committee meetings were held.

For and on behalf of the Board of Directors

C. Y. PALChairman

Place: MumbaiDate : August 18, 2011

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Page 17: Cadbury 2010

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 theCompany.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 thecost 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':

(A) POWER AND FUEL CONSUMPTION IN RESPECT OF:1. Electricity

(a) PurchasedUnits (KWH in lacs)Total amount (? in lacs)Rate per unit (?/unit)

(b) Own GenerationThrough Diesel GeneratorUnits (KWH in lacs)Units per litre of diesel oilCost per unit (?/unit)

2. Furnace Oil/LSHS/LDO/HSD/SKOQty. (K. Ltrs.)Total amount (? in lacs)Average rate (?/ltr.)

3. Bagasse/Saw Dust/Coal/WoodQty. (in tonnes)Total amount (? in lacs)Average rate (? per Kg.)

2010

512.52,553.4

5.0

63.73.311.3

675.5220.232.6

43,480.81,397.8

3.2

2009

388.91,734.0

4.5

97.13.39.2

615.8169.427.5

28,006.21 ,223.3

4.4

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Page 18: Cadbury 2010

4. RLNGQty. (in '000 MMBTU)Total amount (? in lacs)Avg. rate (? per '000 MMBTU)

B. CONSUMPTION PER UNIT OF PRODUCTIONConfectionery and Food Drinks(i) Electricity (KWH/T)(ii) Furnace Oil/LHS/LDO/HSD (KL/T)(iii) Bagasse/Coal (KGS/T)(iv) RLNG (MMBTU/T)

2010

25.9111.2

4.3

570.50.007430.6

0.3

2009

12.676.26.0

597.10.008344.1

0.2

TECHNOLOGY ABSORPTION

(e) Efforts made in technology absorption in prescribed Form 'B':Research & Development1. 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 consumersBOURNVITA : 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• GIFTING : Invisible seal and autotaping/glueing• Recyclable monolayer laminate structure implementation• Value engineering on PET jar design for sustainability

2. 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

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Page 19: Cadbury 2010

3. Future Plans:• 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

4. Expenditure on R&D

? Lacsa. Capital 96.94b. Recurring 817.86c. Total 914.80d. 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:

? Lacs1. Foreign exchange earnings 2,662.422. Foreign exchange outgoings 28,566.94

(includes raw materials, components and spare parts, capital goods and other expenditure in foreign currencyincluding dividend)

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Page 20: Cadbury 2010

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 annexedthereto, which we have signed under reference to this report. These financial statements are the responsibility of theCompany's management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

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

3. 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 booksand records of the company as we considered appropriate and according to the information and explanations givento us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. 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 ultimateholding company, on 1st February, 2011, in connection with the investigation of the Company's dealings under theForeign 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 thecompany has not complied with any laws and regulations in India.

5. The financial statements of the Company as at 31 st December, 2009 and for the year ended on that date were auditedby another firm of Chartered Accountants who, vide their report dated 11th March, 2010, expressed an unmodifiedopinion on those financial statements.

6. 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 beingappointed 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 financialstatements together with the notes thereon and attached thereto give in the prescribed manner the informationrequired by the Act and give a true and fair view in conformity with the accounting principles generally acceptedin 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 & LewesFirm Registration No. 301056E

Chartered Accountants

Himanshu GoradiaPartner

Mumbai, 18th August, 2011 Membership No. 45668

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Page 21: Cadbury 2010

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 financialstatements 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 ofthe Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has beenphysically verified by the management during the year and no material discrepancies between the book recordsand 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 assetshas 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 ofverification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonableand 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 properrecords of inventory. In our opinion, the discrepancies noticed on physical verification of inventory as comparedto book records were not material.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered inthe register maintained under Section 301 of the Act. Accordingly, clauses (iii)(b) to (iii)(d) of paragraph 4 of theOrder 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 coveredin the register maintained under Section 301 of the Act. Accordingly, clauses (iii)(f) and (iii)(g) of paragraph 4 ofthe 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 controlsover (a) processing and payment of invoices for purchase of inventory and fixed assets and (b) certain payments forservices (to the extent those that have been capitalised as fixed assets) in accordance with the agreed contractualterms and evidence of services received, there is an adequate internal control system commensurate with the size ofthe 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 informationand explanations given to us, we have neither come across nor have we been informed of any continuing failure tocorrect 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 orarrangements referred to in Section 301 of the Act have been entered in the register required to be maintainedunder that Section.

(b) In our opinion and according to the information and explanations given to us, in respect of the transactionsmade in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Actand exceeding the value of Rupees Five Lakhs in respect of any party during the year, prevailing market pricesat 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 therules 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 prescribedunder clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribedaccounts and records have been made and maintained. We have not, however, made a detailed examination of therecords 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 generallyregular in depositing undisputed statutory dues including provident fund, investor education and protectionfund, 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

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Page 22: Cadbury 2010

information and explanations given to us, the extent of the arrears of service tax and cess thereon (includinginterest) outstanding as at 31st December, 2010, for a period of more than six months from the date they becamepayable are as follows -

Name of thestatute

The FinanceAct, 1994

Nature of Dues

Service tax and cessthereon includinginterest, as applicable

Amount? lacs

8.01

0.567.938.00

70.29

8.110.57

11.147.664.52

Period to whichthe amountrelatesJanuary 2010

January 2010February 201 0February 2010March 2010

March 2010April 2010April 2010May 201 0May 2010

Due date

5th February, 2010

5th February, 20105th March, 20105th March, 201031st March, 2010

31st March, 20105th May, 20105th May, 20105th June, 20105th June, 2010

Date of Payment

7th June, 2011

Not paid7th June, 201 1Not paid7th June, 201 1 and29th June, 201 1Not paid29th June, 201 1Not paid7th June, 2011Not 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 accountof any dispute. The particulars of dues of sales tax, service tax and excise duty as at 31 st December, 2010 whichhave not been deposited on account of a dispute, are as follows -Name of the statute

The Central Sales TaxAct, 1956 and LocalSales Tax Acts

The Finance Act, 1994

The Central ExciseAct, 1 944

Nature of dues

Sales tax includinginterest and penalty,as applicable

Service tax includinginterest and penalty,as applicableExcise duty includinginterest and penalty,as applicable

Amount*? lacs

6658.27

133.46

33.83

121.30

4019.48

5826.48

232.40

60.11

Period to which theamount relates1995-2010

1993-1994,2000-2001 to2002-2003 and2004-20051991-1994

1997-1 998 to 2001-2002

1998 to 2010

1998 to 2010

2006-2007

2005-2006

Forum where thedispute is pendingAppellate Authority -up to Commissioner'slevelTribunal

The High Court ofAllahabadThe High Court ofJudicature at Bombay

Appellate Authority -up to Commissioner'slevelCustoms, Excise &Service Tax AppellateTribunalThe High Court ofJudicature at BombaySupreme 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 thefinancial year ended on that date or in the immediately preceding financial year.

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Page 23: Cadbury 2010

11. According to the records of the Company examined by us and the information and explanations given to us, theCompany 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 tothe 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 forlong-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the registermaintained 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, exceptas may be concluded upon completion of the ongoing investigation in the matter referred to in Note 26 of Schedule20 to the financial statements and paragraph 4 of the Auditors' Report above, we have neither come across anyinstance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of suchcase by the management.

For Lovelock & LewesFirm Registration No. 301056E

Chartered Accountants

Himanshu GoradiaPartner

Mumbai, 18th August, 2011 Membership No. 45668

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Page 24: Cadbury 2010

Balance Sheet as at 31st December, 2010

Sources of FundsShareholders' Funds

CapitalReserves and Surplus

Loan FundsSecured LoansUnsecured Loans

Deferred TaxationDeferred Tax Liability

Less: Deffered Tax Asset

TotalApplication of FundsFixed Assets

Gross BlockLess: Depreciation/AmortisationNet BlockCapital Work-in-Progress (includingadvances for capital expenditure)

InvestmentsDeferred Taxation

Deferred Tax AssetLess: Deffered Tax Liability

Current Assets, Loans and AdvancesInventoriesSundry DebtorsCash and Bank BalancesLoans and Advances

Less: Current Liabilities and ProvisionsLiabilitiesProvisions

Net Current AssetsTotal

Notes to the Financial StatementsSchedules 1 to 14 and 20 referred to above

Schedule

12

34

58

6

7

85

9101112

1314

20form an inte

As at31st December, 2010

? lakhs ? lakhs

3,106.7070,128.59

73,235.29

852.91852.91

74,088.20

89,880.9039,237.4150,643.49

8,011.5158,655.005,790.07

3,580.432,185.51

1,394.92

33,922.964,047.80

41,056.203,620.84

82,647.80

65,136.309,263.29

74,399.598,248.21

74,088.20

gral part of the Balance Sheet.

As at31st December, 2009

? lakhs

3,106.7049,972.80

227.79988.91

1,926.07(836.79)

? lakhs

53,079.50

1,216.70

1 ,089.2855,385.48

72,474.7237,208.8935,265.83

15,252.80

19,982.243,109.46

27,099.736,592.73

56,784.16

49,446.514,271.40

53,717.91

50,518.631 ,800.60

3,066.25

55,385.48

In terms of our report of even date

For Lovelock and LewesFirm Registration No. 301056EChartered Accountants

Himanshu GoradiaPartnerMembership No. 45668Mumbai, 18th August, 2011

For and on behalf of the Board

C. Y PalChairman

Frans RydenFinance DirectorMumbai, 18th August, 2011

Anand KripaluManaging Director

Barkha BordiaCompany Secretary

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Page 25: Cadbury 2010

Profit and Loss Account for the year ended 31st December, 2010

Schedule

IncomeGross SalesLess: Excise Duty on SalesNet SalesOther Income 15

ExpenditureMaterials Cost 1 6Personnel Cost 17Other Expenses 18Interest and Finance Charges 19Depreciation/Amortisation

Profit before TaxationProvision for Taxation

For the yearCurrent TaxDeferred TaxFringe Benefits Tax

For earlier yearCurrent TaxDeferred Tax

Profit after TaxationBalance brought forward from previous year

AppropriationsUtilised for Buyback of SharesTransfer to General ReserveProposed DividendTax on Proposed DividendBalance carried to Balance Sheet

Earnings per Share - Basic and Diluted[? per Equity Share of ? 10 each][Refer Note 21 of Schedule 20]Notes to the Financial Statements 20Schedules 15 to 20 referred to above form an integral pe

Year ended31st December, 2010

? lakhs 7 lakhs

261,489.9911,166.40

250,323.593,026.86

253,350.45

112,640.6218,713.4990,610.65

390.336,075.88

228,430.9724,919.48

5,700.00(1,808.28)

3,891.72

825.71(675.93)

4,041.5020,877.9844,322.4365,200.41

2,087.80621.39100.80

62,390.4265,200.41

67.20

Year ended31st December, 2009

7 lakhs ? lakhs

204,508.3011,070.51

193,437.791 ,422.67

194,860.46

83,936.5414,780.6668,001.21

327.764,383.29

171,429.4623,431 .00

3,823.15651.05105.00

4,579.20

(10.92)

4,568.2818,862.7238,991 .6257,854.34

11,384.911 ,420.00

621 .39105.61

44,322.4357,854.34

59.72

irt of the Profit and Loss Account.

In terms of our report of even date For and on behalf of the BoardFor Lovelock and LewesFirm Registration No. 301 056E 'Chartered Accountants C. Y. Pal Anand Kripalu

Chairman Managing DirectorHimanshu GoradiaPartnerMembership No. 45668Mumbai, 18th August, 2011

Frans RydenFinance DirectorMumbai, 18th August, 2011

Barkha BordiaCompany Secretary

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Page 26: Cadbury 2010

Cash Flow Statement for the year ended 31st December, 2010

A. Cash Flow from Operating Activities

Net Profit before Taxation

Adjustments for —

Depreciation/Amortisation

Interest Income

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

Operating profit before working capital changes

Adjustments for -

Trade and Other Receivables

Inventories

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

Net cash used in investing activities

Year ended31st December, 2010

? lakhs ? lakhs

24,919.48

6,075.88

(1,420.04)

(336.45)

345.51

390.33

(58.97)

4,996.26

29,915.74

952.77

(13,940.72)

20,153.14

7,165.19

37,080.93

(4,502.08)

32,578.85

(14,566.49)

8.73

290.00

(39,736.46)

35,456.99

959.03

336.45

(17,251.75)

Year ended31st December, 2009

? lakhs ? lakhs

23,431 .00

4,383.29

(1 ,056.46)

(44.09)

31.69

327.76

3,642.19

27,073.19

(46.92)

2,298.26

8,847.65

1 1 ,098.99

38,172.18

(5,046.40)

33,125.78

(17,413.26)

5.02

0.15

(9,444.09)

7,935.74

1,056.17

44.09

(17,816.18)

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Page 27: Cadbury 2010

Cash Flow Statement for the year ended 31st December, 2010 (Contd.)

C. Cash Flow from Financing Activities

Buyback of Equity Shares

Repayment of Borrowings

Interest paid

Dividend paid

Tax paid on Dividend

Net cash used in financing activities

Net increase/(decrease) in cash and cashequivalents

Cash and Cash Equivalents - Opening Balance

Cash and Cash Equivalents - Closing Balance[Refer Note 2 below]

Year ended31st December,

? lakhs

(304.82)

(339.09)

(621.11)

(105.61)

(1,

13,

27

2010

? lakhs

370.63)

956.47

099.73

41,056.20

Year ended31st December, 2009

? lakhs

(11,496.53)

(2,953.63)

(382.42)

(650.19)

(109.40)

lakhs

(15,592.17)

(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 CompaniesAct, 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 [Previousyear ? 25.17 lakhs] with scheduled banks on current accounts in respect of unpaid dividend, which are notavailable 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 dateFor Lovelock and LewesFirm Registration No. 301056EChartered Accountants

Himanshu GoradiaPartnerMembership No. 45668

Mumbai, 18th August, 2011

For and on behalf of the Board

C. Y. PalChairman

Frans RydenFinance Director

Mumbai, 18th August, 2011

Anand KripaluManaging Director

Barkha BordiaCompany Secretary

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Page 28: Cadbury 2010

Schedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 1CapitalAuthorised:37,500,000 Equity shares of ? 10 each

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 pendingcourt cases.

Of the above -(a) 26,104,044 shares were alloted as fully paid-

up bonus shares by capitalisation of SharePremium and General Reserve.

(b) 18,213,120 shares are held by CadburySchweppes Overseas Limited, UK, the holdingcompany and 12,105,313 shares are held byCadbury Mauritius Limited, Mauritius.

Note: The company bought back and extinguished 1,020,300and 1,116,168 equity shares in 2008 and 2009respectively.

Schedule 2

Reserves and Surplus

Capital Reserve:Balance as per last Balance Sheet

Capital Redemption Reserve:Balance as per last Balance SheetAdd: Transfer from General Reserve on Buybackof Equity Shares

General Reserve:Balance as per last Balance SheetLess: Transfer to Capital Redemption Reserve onBuyback of Equity Shares

Add: Transfer from Profit and Loss Account

Profit and Loss Account

As at31st December, 2010

lakhs lakhs

3,750.00

3,106.95

3,106.70

0.32

464.25

5,185.80

5,185.502,087.80

464.25

7,273.60

62,390.42

70,128.59

As at31st December, 2009

lakhs lakhs

3,750.00

3,106.95

3,106.70

0.32

352.63

111.62

464.25

3,877.42

111.62

3,765.801,420.00

5,185.80

44,322.43

49,972.80

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Page 29: Cadbury 2010

Schedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 3Secured LoansCash Credit from Scheduled Banks

Secured by hypothecation of all movable assets of thecompany both present and future.

Schedule 4Unsecured LoansInterest Free Sales tax Loan

from Government of Madhya Pradeshfrom Government of Maharastra

[Amount repayable within one year(Previous year ?. 77.03 lakhs)]

100.10 lakhs

Schedule 5Deferred Tax LiabilityDeferred Tax Liability - Depreciation/Amortisation

Schedule 6Fixed Assets

As at31st December, 2010

lakhs lakhs

357.37495.54852.91

2,185.51

As at31st December, 2009

lakhs lakhs

227.79

493.37495.54

988.91

1,926.07

lakhs

Description

Intangible Assets*Goodwill

Know-how

Tangible Assets

Freehold Land

Leasehold Land

Buildings®

Plant and Machinery

Electrical Installation

Furniture and Fittings

Office Equipment

Vehicles

Total

Previous year

Gross Block (At Cost)

As at1.1.2010

354.43

184.93

751.37

21.95

10,027.05

57,025.47

1 ,801 .68

572.11

1,698.88

36.85

72,474.72

58,694.01

Additions

119.80

4,422.61

17,005.90

48.98

178.11

30.25

2.13

21 ,807.78

Deductions

4,167.76

0.37

27.99

204.93

0.55

4,401 .60

14,546.88] 766.17

As at31.12.2010

354.43

184.93

871.17

21.95

14,449.66

69,863.61

1,850.29

722.23

1,524.20

38.43

89,880.90

72,474.72

Depreciation/AmortisationAs at

1.1.2010

354.43

184.93

4.82

2,073.66

32,013.53

1,267.33

381.13

916.54

12.52

37,208.89

33,555.06

For theyear

—0.22

440.02

5,326.84

82.10

178.85

40.37

7.48

6,075.88

4,383.29

OnDeductions

——

—3,988.02

0.29

45.11

13.42

0.52

4,047.36

729.46

As at31.12.2010

354.43

184.93

5.04

2,513.68

33,352.35

1,349.14

514.87

943.49

19.48

39,237.41

37,208.89

Capital Work-in-Progress (including advances for capital expenditure)

Net Block

As at31.12.2010

871.17

16.91

11,935.98

36,511.26

501.15

207.36

580.71

18.95

50,643.49

8,011.51

58,655.00

As at31.12.2009

751.37

17.13

7,953.39

25,011.94

534.35

190.98

782.34

24.33

35,265.83

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.

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Page 30: Cadbury 2010

Schedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 7

Investments(Unquoted)

Long-term (at cost)

Trade:

In wholly owned Subsidiary Company

8,000 fully paid-up Equity Shares of ? 100 eachof Induri Farm Limited

Non Trade

In fully paid-up Bonds

Nil (Previous year - 2,400) 5.45% Capital GainsBonds of ? 10,000 each of National Housing Bank

Nil (Previous year - 500) 5.25% Bonds of? 10,000 each of Rural Electrification CorporationLimited

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 ? 10each of LIC Liquid Fund - Dividend Plan

Aggregate amount of Quoted Investments

Aggregate amount of Unquoted Investments

Investments purchased and sold during the year

— Units of ? 10 each of HDFC Cash ManagementFund - Savings Plan - Daily DividendReinvestmentUnits ofPlan

10 each of LIC Liquid Fund - Dividend

Units of ? 1 ,000 each of TATA Liquid Super HighInvestment Fund - Daily Dividend

As at31st December, 2010

lakhs lakhs

2.25

3,176.30

2,611.52

5,787.82

5,790.07

5,790.07

5,790.07

jJnits

244,039,214

86,520,159

As at31st December, 2009

lakhs lakhs

2.25

240.00

50.00

290.00

1,508.35

1,508.35

1,800.60

1,800.60

1,800.60

JJnits

30,281,385

423,042

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Page 31: Cadbury 2010

Schedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 8

Deferred Tax Assets

Provision for Employee Benefits

Provision for Doubtful Debts

Disallowance under Sections 40(a) and 43 B of theIncome-tax Act, 1961

Others

Schedule 9Inventories

(At lower of cost and net realisable value)

Stores and Spare Parts

Raw Materials

Packing Materials

Work-in-Progress

Finished Goods

Schedule 10Sundry Debtors

(Unsecured)

Debts outstanding for a period exceeding six months

Considered Good

Considered Doubtful

Other Debts

Considered Good

Considered Doubtful

Less: Provision for Doubtful Debts

As at31st December, 2010

? lakhs ? lakhs

572.28

147.09

2,689.19

171.87

3,580.43

1,393.94

9,578.40

2,727.35

4,233.65

15,989.62

33,922.96

399.09

399.09

4,047.80

89.87

4,137.67

4,536.76

488.96

4,047.80

As at31st December, 2009

? lakhs ? lakhs

450.20

147.10

108.56

130.93

836.79

1,144.97

5,609.53

1 ,345.67

2,709.63

9,172.44

19,982.24

16.96

389.35

406.31

3,092.50

49.87

3,142.37

3,548.68

439.22

3,109.46

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Page 32: Cadbury 2010

Schedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 11Cash and Bank BalancesCash on Hand:

Balances with Scheduled Banks:

on Current Accounts

on Deposit Accounts

on Margin Money Accounts

Schedule 12

Loans and Advances(Unsecured, Considered Good unless otherwise stated)

Advances recoverable in cash or in kind or for valueto be received

Considered Good*

Considered Doubtful

Less: Provision for Doubtful Advances

Balances with Excise

Fringe Benefits Tax [Net of Provision of ? 985.20lakhs (Previous year ? 985.20 lakhs)]

Current Taxation [Net of Provision of - Nil (Previousyear? 34745.19 lakhs)]

* Includes ? 24.52 lakhs (Previous year ? 0.86 lakhs) duefrom Directors. Maximum amount outstanding during theyear ? 27.35 lakhs (Previous year ? 14.92 lakhs).

As at31st December, 2010

? lakhs lakhs

13.18

177.74

40,800.00

65.28

41,043.02

41,056.20

3,109.93

50.24

3,160.17

50.24

3,109.93

334.57

176.34

3,620.84

As at31st December, 2009_

? lakhslakhs

12.36

124.34

26,900.00

63.03

27,087.37

27,099.73

4,304.54

4,304.54

4,304.54

570.06

176.34

1,541.79

6,592.73

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Page 33: Cadbury 2010

Schedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 13

LiabilitiesAcceptanceSundry Creditors

Micro and Small Enterprises [Refer Note 5 ofSchedule 20]Others

Subsidiary CompanyBook OverdraftsUnpaid Dividend®Advances from Customers

Other Liabilities

@ There is no amount due and outstanding to be creditedto 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

Provision for Employee Benefits

Other Provisions [Net of amounts deposited includingunder protest of ? 565.57 lakhs (Previous year? 1037.45 lakhs)] [Refer Note 4 of Schedule 20]

As at31st December, 2010

? lakhs ? lakhs

25.44

59,734.43

59,759.87

121.12

1,111.67

25.45

1,463.89

2,654.30

65,136.30

481.84

621.39

100.80

1 ,722.82

6,336.44

9,263.29

31

4

As at31st December, 2009

lakhs lakhs

1,631.06

57.2944,567.33

44,624.62

219.67

25.17

747.05

2,198.94

49,446.51

621.39

105.61

1,555.77

1,988.63

4,271.40

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Page 34: Cadbury 2010

Schedules forming part of the Profit and Loss Account as at 31st December, 2010

Schedule 15Other IncomeInterest

on Deposits with Banks (Gross) [Tax Deductedat Source ? 78.11 lakhs (Previous year ? 224.54lakhs)]on Overdue Debtson Long-term Investments - Non Trade (Gross)on Income-tax Refundon Others

Dividend on Current Investments - Non Trade (Gross)Interest Free Sales tax Loan written backLiabilities no longer required written backProvisions no longer required written backMiscellaneous Income

Schedule 16Materials CostRaw Materials Consumed

Opening StockAdd: Purchases

Less: Closing Stock

Packing Materials Consumed(Increase)/Decrease in Stocks

Opening StockWork-in-ProgressFinished Goods

Closing StockWork-in-ProgressFinished Goods

As at31st December, 2010

? lakhs ? lakhs

1240.1858.41

1.30112.13

8.021,420.04

336.4558.97

427.95119.00664.45

3,026.86

5,609.5394,349.60

99,959.139,578.40

90,380.7330,601.09

2,709.639,172.44

11,882.07

4,233.6515,989.6220,223.27

(8,341.20)112,640.62

As at31st December, 2009

? lakhs ? lakhs

841 .0233.2715.74

155.2811.15

1 ,056.4644.09

———

322.121 ,422.67

6,387.0560,951 .74

67,338.795,609.53

61,729.2620,579.43

2,324.9611,184.9613,509.92

2,709.639,172.44

11,882.07

1,627.8583,936.54

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Page 35: Cadbury 2010

Schedules forming part of the Profit and Loss Account as at 31st December, 2010

Schedule 17Personnel Cost

Salaries, Wages and BonusContribution to Provident and Other FundsStaff Welfare Expenses

Schedule 18Other ExpensesConsumption of Stores and Spare PartsPower and FuelRentRepairs and Maintenance

BuildingsPlant and MachineryOthers

InsuranceRates and Taxes

Excise Duty/OthersSales TaxOthers

Legal and Professional ChargesTravelling and ConveyanceProcessing ChargesAuditors' RemunerationFreight, Forwarding & Distribution ExpensesSelling ExpensesAdvertisement and Sales PromotionCommunication ExpensesManagement ChargesRoyaltyProvision for Doubtful Debts and AdvancesDirectors' Commission and Sitting FeesExchange Loss (Net)Loss on Sale/Disposal of Fixed Assets (Net)Miscellaneous Expenses

Schedule 19Interest and Finance ChargesInterest

Income-taxOthers

Discounting and Other Finance Charges

As at31st December, 2010

412

? lakhs ? lakhs

14,792.862,088.411,832.22

18,713.49

1,006.845,261.14

892.57

122.58875.05 .597.62

1,595.25270.81

,542.71,344.44,097.51

7,984.661,453.961,764.957,016.36

54.9913,005.184,661.19

33,417.89505.84

2,983.895,329.33

99.9825.03

510.90345.51

2,424.3890,610.65

169.44

169.44220.89

390.33

As at31st December, 2009

? lakhs ? lakhs

12,667.14682.27

1,431.25

14,780.66

919.013,724.84

852.93

70.57707.46619.85

1,397.88358.21

(381.19)1,219.511,346.78

2,185.10990.66

1,392.126,611.89

57.659,430.694,035.15

23,714.51497.79

4,506.504,445.09

107.9113.28

1,376.4131.69

1,351.9068,001.21

158.7038.85

197.55130.21

327.76

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Page 36: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

Schedule 20Notes to the Financial Statements:1. Significant Accounting Policies:

The financial statements are prepared to comply in all material aspects with the applicable accounting principlesin 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 AccountingThe financial statements are prepared in accordance with the historical cost convention.

(b) Fixed AssetsFixed assets are stated at cost of acquisition or construction, including any attributable cost for bringing theasset 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 therates based on useful lives of the assets as estimated by the management, whichever are higher. Depreciationon Buildings and Plant and Machinery is provided on Straight Line Method. Depreciation on other assets isprovided on Written Down Value Method. The annual depreciation rates are as under:

Description %Buildings 3.34Plant and MachineryComputers 25Others 10.34/25Electrical Installation 13.91Furniture and Fittings 18.10Office Equipment 13.91/27.82Vehicles 25.89/30Leasehold 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 thepresent value of estimated future cash flows expected to arise from the continuing use of an asset and fromits disposal at the end of its useful life. Net selling price is the amount obtainable from the sale of an asset inan arm's length transaction between knowledgeable, willing parties, less the costs of disposal.

(c) InvestmentsLong-term Investments are stated at cost. Provision is made to recognise a decline, other than temporary, inthe value of Long-term Investments. Current Investments are stated at lower of cost and fair value.

(d) InventoriesInventories are valued at lower of cost and net realisable value. Cost is determined on moving weightedaverage basis. Cost of work-in-progress and finished goods includes labour and manufacturing overheads,where applicable.

(e) Revenue recognitionSales 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.

(f) Foreign Currency TransactionsForeign 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 exchangerates prevailing on that date. Exchange differences are recognised in the Profit and Loss Account.

.,,„ ...„...,._,,.„.„.,„,..,.,..v..,...^_.„....,-.._.......,.,... ..,.-....„,. 34 ,....,.,„,.........,..,....,..,.,...,:....,.,..,,,_,...., ....,_,,...,,,,,.. , .. . ... . .,PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor

Page 37: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

(g) Forward ContractsIn respect of forward contracts, other than forward contracts in respect of firm commitments and highlyprobable forecast transactions, the premium or discount arising at the inception of forward exchange contractis amortised as expense or income over the life of the contract. Exchange differences on such contracts arerecognised in the Profit and Loss Account in the reporting period in which the exchange rates change. Anyprofit or loss arising on cancellation or renewal of forward contract is recognised as income or expense in theProfit and Loss Account.

Any profit or loss arising on settlement or cancellation of other derivative contracts (i.e. forward contracts inrespect of firm commitments and highly probable forecast transactions) is recognised as income or expensefor the period. Pursuant to the Institute of Chartered Accountants of India's announcement on 'Accountingfor Derivatives', the Company marks-to-market all such outstanding derivative contracts at the year-end andonly 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, whichenters into futures contracts on the entire Group's behalf. A recharge is made by the group company for theCompany's share of costs or credits. Such recharges are absorbed into the cost of imported material ondelivery.

(h) Employee Benefits(i) Long-term Employee Benefits

(a) Defined Contribution PlanThe Company has Defined Contribution Plans for post employment benefits in the form ofProvident Fund and Superannuation Fund which are recognised by the Income-tax authoritiesand administered through trusts of the company and the company has no further obligationbeyond making the contributions. The Company's contributions to Defined Contribution Plansare charged to the Profit and Loss Account as incurred.

(b) Defined Benefit planThe 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 Planare funded schemes and are administered through trustees and/or Life Insurance Corporationof India. The liability for Defined Benefit Plans is provided on the basis of valuations, as atthe Balance Sheet date, carried out by an independent actuary. In terms of the Guidance onimplementing Accounting Standard (AS) 15 - Employee Benefits, issued by the AccountingStandards Board of the Institute of Chartered Accountants of India, the Provident Fund set upby the company is treated as a defined benefit plan since the company has to meet the interestshortfall, if any. However, as at the year end, no shortfall remains unprovided for. Further, thepattern 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 atrates reflecting the prevailing market yields of Indian Government securities as at the BalanceSheet date for the estimated term of the obligations. The estimate of future salary increasesconsidered takes into account the inflation, seniority, promotion and other relevant factors. Theexpected rate of return of plan assets is the company's expectation of the average long term rateof return expected on investments of the fund during the estimated term of the obligations. Planassets are measured at fair value as at the Balance Sheet date. The actuarial valuation methodused by independent actuary for measuring the liability is the Projected Unit Credit method.

(c) Other Long-term Employee BenefitThe employees of the Company are also entitled to Leave Encashment as per the company'spolicy. The liability for Leave Encashment is provided on the basis of valuation, as at BalanceSheet date, carried out by an independent actuary. The actuarial valuation method used formeasuring the liability is the Projected Unit Credit method.

(ii) Termination benefits are recognised as an expense as and when incurred.

(iii) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarialassumptions and are recognised in the Profit and Loss Account in the year in which they arise.

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Page 38: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

(i) TaxationCurrent tax is determined as the amount of tax payable in respect of estimated taxable income forthe year.Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets, ontiming differences, being the difference between taxable income and accounting income that originate in oneperiod and are capable of reversal in one or more subsequent periods.

(j) ProvisionsA provision is recognised when there is a present obligation as a result of a past event, it is probable that anoutflow of resources will be required to settle the obligation and in respect of which reliable estimate can bemade. These are reviewed at each year end date and adjusted to reflect the best current estimate.

Estimated amount of Contracts remaining to be executed on capital account and not provided for (net of advances)? 2,333.52 Lakhs (Previous Year ? 3,058.10 Lakhs).

As at31st December, 2010

? Lakhs

As at31st December, 2009

? Lakhs

Contingent LiabilitiesClaims against the company not acknowledged asdebts

Income-tax matters - Matters decided against thecompany in respect of which the company haspreferred an appealExcise mattersSales Tax mattersEntry tax mattersOthers

674.908,661.364,891.70

26.20849.38

1,235.637,671.124,674.27

25.70691.78

Note: Future cash outflows in respect of the above are determinable only on receipt of judgements/decisionspending with various authorities/forums and/or final outcome of the matters.

As at31st December, 2010

As at31st December, 2009

Other ProvisionsAs at 1 st JanuaryAdd: Provision made during the yearLess: Amounts used during the yearLess: Provision reversed during the yearAs at 31st December

IndirectTaxes

? Lakhs

1,764.954,410.51

119.006,056.46

Others

? Lakhs

223.6856.30

—279.98

IndirectTaxes

? Lakhs

132.161,632.79

1 ,764.95

Others

? Lakhs

145.9577.73

223.68

Notes:

(i) The above provisions represent estimates made for probable liabilities arising out of pending assessmentproceedings 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 ofthe 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/decisionspending with various authorities/forums and/or final outcome of the matters.The above provisions are net of amounts deposited including under protest.

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Page 39: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

5. Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006. This informationand that given in Schedule 13 - Liabilities regarding Micro and Small Enterprises has been determined to the extentsuch parties have been identified on the basis of information available with the company. This has been relied uponby the auditors.

(a) The principal amount and the interest due thereonremaining unpaid to suppliers(i) Principal(ii) Interest due thereon

As at31st December, 2010

? Lakhs"

25.44

25.44

As at31st December, 2009

57.29

57.29

(b) (i) The delayed payments of principal amountpaid beyond the appointed date during theentire accounting year.

(ii) Interest actually paid under Section 16 ofthe Micro, Small and Medium EnterprisesDevelopment Act, 2006

(c) (i) Normal Interest accrued during the year, forall the delayed payments, as per the agreedterms

(ii) Normal Interest payable for the period ofdelay in making payment, as per the agreedterms

(d) (i) Total Interest accrued during the year(ii) Total Interest accrued during the year and

remaining unpaid(e) Included in (d) above is — Nil (Previous year - Nil)

being interest on amounts outstanding as at thebeginning of the accounting year.

Unit

6. (a) Consumption of Raw MaterialsCocoa Beans/Cocoa Butter/CocoaPowderMilk (Powder/Liquid/Condensed)and Dairy ButterMalt ExtractsSugar/Liquid GlucoseEdible Oils and FatsDry FruitsOthers

Note: Consumption of Raw Materials includesconsumption by third parties under contract withthe company.

Year ended31st December, 2010

fLakhs"

Year ended31st December, 2010

Year ended31st December, 2009

? Lakhs'

Year ended31st December, 2009

Kilo Grams

Kilo GramsKilo GramsKilo GramsKilo GramsKilo Grams

Quantity inOOO's

16,922.74

39,868.9917,260.6654,763.226,006.181,133.90

? lakhs

36,332.97

19,751.854,667.60

15,603.564,707.132,766.966,550.66

90,380.73

Quantity inOOO's

15,096.23

39,487.4613,854.8346,075.033,863.69

862.45

? lakhs

23,352.56

13,354.664,227.538,750.883,733.151,803.946,506.54

61,729.26

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Page 40: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

ImportedIndigenous

(b) Consumption of Stores, Spare Parts andComponentsImportedIndigenous

Year ended31st December, 2010

Year ended31st December, 2009

1.1298.88

100.00

Lakhs25.18 22,761.8374.82 67,618.90

100.00 90,380.73

11.27995.57

1006.84

6.5093.50

100.00

Lakhs26.45 16,324.46

J73.55 45,404.80

100.00 61,729.26

59.78859.23

919.01

7. (a) Licensed and Installed CapacityMalted FoodsCocoa Powder/Drinking ChocolateChocolates/Coated Wafer BiscuitsHard Boiled Confectionary/Gums

Unit

TonnesTonnesTonnesTonnes

As at 31 st December,2010 2009

Licensed CapacityQuantity Quantity

@ Installed Capacity being a technical matter, is certified by themanagement and relied upon by the auditors.

* Licensed Capacity is not applicable as industrial licensing hasbeen abolished in respect of these products vide NotificationNo. SO-477(E) dated 25th July, 1991, issued by the Departmentof Industrial Development, Ministry of Industry, Government ofIndia.

#These products are manufactured in an integrated plant andhence Installed Capacity cannot be given.

(b) Production®Malted Foods

Cocoa Powder/Drinking Chocolate*

Chocolates/Coated Wafer Biscuits

Hard Boiled Confectionary

Gums

Unit

TensNos.BagsTensOutersBagsNos.JarsJarsBagsOutersJars

Year ended31 st December, 2010

Quantity

591,39679,568,194

130,54173,923,84725,971,73887,024,4267,500,6092,672,4449,147,5625,861,5523,780,072

©Production includes quantities produced by third parties undercontract with the company.

'Figures do not include Cocoa Powder produced for captiveconsumption in other products

As at 31st December,2010 2009

Installed Capacity®Quantity Quantity

30,100900

#26,700

25,200900

#26,100

Year ended31st December, 2009

Quantity

12,208,63161,672,060

109,338117,907

62,267,15717,233,59689,222,6162,493,7102,935,5548,203,2488,119,501

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Page 41: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

Year endedUnit 31 st December, 2010

8. SalesMalted Foods

Cocoa Powder/Drinking Chocolate

Chocolates/Coated Wafer Biscuits

Hard Boiled Confectionary

Gums

9. Opening StockMalted Foods

Cocoa Powder/Drinking Chocolate

Chocolates/Coated Wafer Biscuits

Hard Boiled Confectionary

GumsExcise Duty

Year ended31st December, 2009

TensNos.BagsNos.TensOutersBagsNos.JarsJarsBagsOutersOutersJars

Unit

TensNos.OutersTinsNos.TensOutersBagsNos.JarJarsOutersBagsOuters

Quantity ? lakhs Quantity ? lakhs

422,21276,823,178

185—

123,822

70,041,099

24,351,426

81,532,609

7,209,6506,355,4335,160,722

55,7883,706,6124,929,751

1 ,274,00249,218.44 73,447,117

10,062

137,334

637.03 89,05352,978,627

12,809,887

98,168,814

186,419.46 6,595,8695,803,2364,266,351

8,547.14 209,7398,183,817

5,501.52 66,601

42,862.46

845.60

138,656.12

7,460.88

3,612.73

250,323.59 193,437.79

Year ended Year ended31st December, 2010 31st December, 2009

Quantity ? lakhs Quantity ? lakhs

4,8515,654,394

24—

10,733

3,274,122

1,225,526

5,459,144

94,503

1,602.14 6,934,671

8,675

523

10,180

25.47 12,721

4,069,751

1 ,820,262

6,707,192

1 ,653.33

39.57

640,819 5,753.43 894,658 6,860.85

489,124

117,229

319,854

591,405

2,119

349.69 92,481 216.95

721,208 223.18 1,140,662 355.69

1,218.53 2,058.57

9,172.44 11,184.96

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Page 42: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

11.

Unit Year ended31st December, 2010

10. Closing Stock*

Malted Foods

Cocoa Powder/Drinking Chocolate

Chocolates/Coated Wafer Biscuits

Year ended31st December, 2009

Hard Boiled Confectionary

Gums

Excise Duty

*Net of damages, in-transit breakages, etc.

Managerial Remuneration*Salary, Allowances and BonusContribution to Provident and Other FundsLong-term IncentiveShare based IncentivesPerquisitesCommission*Sitting Fees

* Excludes provision for Gratuity, Post Retirement Medical Benefits andLeave Encashment as these are determined on an overall basis.

# Commission for the year includes ? 12 lakhs for previous year (Previousyear? 12 lakhs).

Tens

Nos.

Outers

Tins

Tens

Outers

Bags

Nos.

Cases

Jar

Jars

Outers

Bags

Outers

Cases

Jars

Quantity ? lakhs Quantity ? lakhs

3,607

7,295,373

24

200

15,774

6,445,413

1,706,452

7,605,142

4,236

696,255

285,619

5,106

196,569

389,947

570

630,622

4,851

2,758.20 5,654,394

24

43.32 10,733

3,274,122

1 ,225,526

5,459,144

10,010.80 640,819

489,124

117,229

210.60 319,854

721,208

536.31 —

1,602.14

25.47

5,753.43

349.69

223.18

2,430.39 1,218.53

15,989.62 9,172.44

Year ended Year ended31st December, 2010 31st December, 2009

? lakhs ? lakhs

1,250.70 1,025.85133.90 121.36451.11 —

194.83204.84 65.7824.00 12.001.03 1.28

2,065.58 1,421.10

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Page 43: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

Computation of Net Profit for commission payable toDirectorsProfit before Taxation as per Profit and Loss AccountAdd: Depreciation/Amortisation as per Profit and Loss

AccountManagerial RemunerationProvision for Doubtful Debts and Advances

Less: Depreciation under Section 350 of the Act

Capital Profit on Sale of Fixed Assets

Net Profit under Section 349 of the Act

Maximum remuneration payable to Managing Directorand Whole-time Directors @10% of the Net Profit underSection 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

Year ended31st December, 2010

? lakhs ? lakhs

Year ended31st December, 2009

6,075.88

24,919.48

2,708.50

2,040.55

270.85

24.00

lakhs lakhs

23,431.004,383.29

2,065.58

99.98

8241.44

6,075.88

6,075.88

27,085.04

1,421.10

107.91

4,383.29

1.48

5,912.30

4,384.77

24,958.53

2,495.85

1,407.82

249.59

12.00

12. Auditors'Remuneration

Audit Fees

Other Services

Reimbursement of Expenses

Year ended31st December, 2010

Year ended31st December, 2009

lakhs

44.00

10.77

0.22

54.99

lakhs

34.50

22.35

0.80

57.65

13. GIF Value of Imports (on payment basis)

Raw and Packing Materials

Components and Spare Parts

Capital Goods

17,787.01

187.73

1,984.27

11,651.65

88.16

3,501.18

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Page 44: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

14. Expenditure in Foreign Currency (on payment basis)

Consultancy Fees

Regional/Group Management Services andInformation Technology Services

Royalty

Others

Year ended31 st December, 2010

596.67

2,903.09

3,283.67

1,246.00

Year ended31st December, 2009

47.48

4,943.11

5,782.32

790.93

15. Earnings in Foreign Exchange (on receipt basis)

FOB Value of Exports (excluding exports to Nepal)

Freight and Insurance

Cocoa Grant from a Group Company

Reimbursement from Group Companies

1,279.62

17.89

262.08

1,102.83

1,694.07

20.83

263.77

126.01

16. Remittance of Dividend to Non-resident Shareholders

Number of Shareholders

Number of Equity Shares held

Amount remitted

Year to which the dividend related

17. Employees Benefits

The company has classified various employee benefits asunder:

(A) Defined Contribution Plans

The company has recognised the following amountsin the Profit and Loss Account for the year:

(i) Contribution to Employees' Provident Fund

(ii) Contribution to Employees' SuperannuationFund

(B) Defined Benefit Plans

Valuations in respect of Gratuity, Officers' PensionPlan and Post Retirement Medical Benefits havebeen carried out by independent actuary, as atthe Balance Sheet date, based on the followingassumptions:

(a) Discount Rate (per annum)

(b) Rate of increase in Compensation Levels

(c) Rate of Return on Plan Assets

30,318,433

606.37

31st December, 2009

627.65

209.47

8%

9%

8%

31,414,433

628.29

31st December, 2008

543.91

138.52

8%

9%

8%

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Page 45: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

Year ended 31 st December, 2010 Year ended 31 st December, 2009

(v)

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 ObligationChanges 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 AssetsPercentage of each Category of Plan Assets to total FairValue 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) OthersReconciliation of the Present Value of Defined BenefitObligation 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 SheetAmount 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 (69.50) 11.91

Gratuity

? lakhs

1,753.68133.52846.84240.31

(169.40)85.50

2,890.45

1,836.19155.15(69.50)650.00

(169.40)2,402.44

16.55%75.54%

3.22%4.69%

2,890.45

2,402.44488.01

Officers' PostPension Retirement

Plan MedicalBenefits

? lakhs

515.9041.27

40.54

(95.07)(65.97)436.67

284.6624.2211.91

(95.07)225.72

__

436.67

225.72210.95

? lakhs

226.2817.48

11.70

(15.66)(11.52)228.28

15.66(15.66)

_

Gratuity

? lakhs

1 ,736.74135.34

158.18

(90.04)(186.54)

1 ,753.68

1,755.88143.6826.67

(90.04)1,836.19

21 .69%73.51%

3.89%0.91%

1 ,753.68

1,836.19(82.51)

Officers' PostPension Retirement

Plan MedicalBenefits

f lakhs

511.0539.77

60.69

(27.77)(67.84)515.90

301.3323.44

(12.34)

(27.77)284.66

__

515.90

284.66231.24

? lakhs

242.3719.06

11.43

(8.11)(38.47)226.28

8.11(8.11)

— 228.28

— 228.28

226.28

226.28

2,890.452,402.44

488.0185.50

436.67225.72210.95(65.97)

228.28—

228.28(11.52)

1,753.681,836.19

(82.51)10.53

515.90284.66231.24(17.03)

226.28—

226.28(27.01)

— 44.62 (9.41)

(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

(vi) 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)(f) Settlement CosV(Credit)(g) Net actuarial (Gain)/Loss(h) Total Expenses recognised in the Profit and Loss

Account(vii) 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 BenefitThe liability for Leave Encashment as at the year end? 560.69 lakhs (Previous year ? 870.48 lakhs).

Year ended 31 st December, 20081,736.74 511.00 242.371,755.88 301.33 —

(19.14) 209.67 242.37

240.31846.84133.52

(155.15)

155.001,220.52

40.54

41.27(24.22)

(77.88)(20.29)

11.70

17.48

(11.52)17.66

2.2022.60

Year ended 31st December, 20071,509.44 434.66 202.261,706.01 324.22 —(196.57) 110.44 202.26

158.18

135.34(143.68)

(213.21)(63.37)

60.69

39.77(23.44)

(55.50)21.52

11.43

19.06

(38.47)(7.98)

2.1822.41

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Page 46: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

18. The company has only one reportable segment which is "Manufacturing and Sale of Food Products" and onegeographical segment which is "within India". Accordingly, no separate disclosures of segment information arerequired.

19. Related Party Disclosures

(A) Enterprises where control exists(a) Ultimate Holding Company 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

(B) Associate Cadbury Mauritius Limited, Mauritius(C) Other Related Parties with whom the company had transactions during the year

(a) Fellow Subsidiaries Adams Mecca Holdings B.V., USACadbury Adams (Philippines) Inc., PhilippinesCadbury Adams (Thailand) Limited, ThailandCadbury Adams Canada Inc., CanadaCadbury Adams Mexico, MexicoCadbury Adams Middle East S.A.L., LebanonCadbury Adams US LLC, USACadbury Australia Limited, AustraliaCadbury Confectionery Malaysia Sdn. Bhd., MalaysiaCadbury Egypt Group, EgyptCadbury Enterprises Pte Limited, SingaporeCadbury Foods Co Limited, ChinaCadbury Four Seas, Hong KongCadbury Ghana Limited, GhanaCadbury Holdings Limited, UKCadbury International Limited, UKCadbury Kenya Limited, KenyaCadbury Malaysia Confectioners, MalaysiaCadbury Pakistan Limited, PakistanCadbury S A (Pty) Limited, South AfricaCadbury Schweppes Asia Pacific Pte. Limited, SingaporeCadbury Trebor Bassett Export, UKCadbury UK, UKCS Business Service (India) Private Limited, IndiaKJS India Private Limited, IndiaReading Scientific Services Limited, UK

(b) Key Management Personnel Anand KripaluAtul BhatiaChandramouli VJaiboy PhillipsNarayan 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)

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Page 47: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

(D) Disclosure of transactions between the company and related parties and outstanding balances as at the yearend:

Year ended31st December, 2010

? lakhs(a) Holding Company

Dividend paid

(b) Associate

Dividend paidBuyback of Equity Shares

(c) Fellow Subsidiaries

Purchase of Raw Materials

Cadbury Enterprises Pte. Limited

Cadbury Malaysia Confectioners

Others

Sale of Finished Goods

Cadbury Adams Middle East S.A.L.

Cadbury S A (Pty) Limited

Others

Reimbursement of ExpensesCadbury Holdings LimitedCadbury Schweppes Asia Pacific Pte.LimitedOthers

Recovery of ExpensesCadbury Holdings LimitedCS Business Service (India) PrivateLimitedCadbury Enterprises Pte Limited

Others

Royalty ExpenseCadbury UKOthers

744.02

128.32

23.61

395.57

218.93

29.40

3,780.62

375.87

1,157.70

285.81

143.70

72.52

4,600.16449.04

lakhs

364.26

242.11

895.95

643.90

4,156.49

1,659.73

5,049.20

Year ended31st December, 2009

lakhs

1,033.96

37.06

435.67

4501.84958.32

297.99

666.15262.64

87.01

3,642.46

382.81

? lakhs

364.26

264.0311,288.80

1,071.02

435.67

5,758.15

1,015.80

4,025.27

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Page 48: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

Cocoa Grant received

Cadbury Holdings Limited

Balances as at the year end -

Outstanding Receivables

Cadbury Adams Middle East S.A.L.

Cadbury Ghana Limited

Cadbury S A (Pty) Limited

CS Business Service (India) PrivateLimited

Others

Outstanding Payables

Cadbury Holdings Limited

Cadbury UK

Others

(d) Subsidiary Company

Purchase of Raw MaterialReimbursement of ExpensesRecovery of ExpensesRent ExpenseBalance as at the year endOutstanding Payable

(e) Key Management PersonnelRemunerationAnand KripaluAtul BhatiaJaiboy PhillipsNarayan SundararamanRajesh GargRajesh RamanathanSanjay PurohitSunil SethiV Chandramouli

Year ended31st December, 2010

Year ended31st December, 2009

? lakhs ? lakhs ? lakhs

262.08

49.45 72.73

— 34.91

114.45 —

127.03 53.18

34.02 2.47

324.95

821.24 1,386.30

3,907.74 3,049.74

634.09 405.78

5,363.07

1,741.75

74.80

11.99

0.53

121.12

1,154.30 628.44

136.08 114.28138.50 124.41

58.10 —

133.94 136.99

62.48 —53.07 150.52

147.97 119.82

156.11 133.36

? lakhs

263.77

163.29

4,841 .82

3,343.94

79.55

7.06

0.53

219.67

2,040.55 1,407.82

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Page 49: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

20. Disclosures for Operating Leases

Disclosures in respect of warehouses, office premises and residential premises (including furniture and fittingstherein, as applicable) taken on lease

(a) Lease payments recognised in the Profit and Loss Account(b) Significant leasing arrangements

(i) The company has given refundable interest free securitydeposits under certain agreements

(ii) Certain agreements provide for increase in rent.(iii) Some of the agreements contain a provision for their renewal.

(c) Future minimum lease payments under non-cancellable agreements(i) Not later than one year(ii) Later than one year and not later than five years(iii) Later than five years

Year ended31st December,

______2010? lakhs892.57

0.530.40

Year ended31st December,______2009

? lakhs852.93

0.530.93

21. Basic earnings per share has been calculated by dividing profit for the year attributable to equity shareholdersby the weighted average number of equity shares outstanding during the year. The company has not issued anypotential 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 (? lakhs)

Weighted average number of sharesEarnings per Share (? per Equity Share of ? 10 each) - Basic and Diluted

Year ended 31 st Year ended 31stDecember, December,

2010

20,877.98

31,067,040

67.20

2009

18,862.72

31 ,586,899

59.72

22. 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

Currency

Buy ContractsUSDGBP

EUROSell Contracts

USD

Number of Amount Amount fnContracts in Foreign ? in lakhs

Currencyin lakhs

8 135.27 6,061.55

— — —— — —

_ — —

Number ofContracts

97

2

7

Amountin ForeignCurrency

in lakhs

212.58

135.30

4.34

95.45

Amount in? in lakhs

9,923.3710,152.06

291.08

4,455.60

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Page 50: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

(b) The foreign currency outstanding balances that have not been hedged by any derivative instrument orotherwise as at the Balance Sheet date are as follows:

As at 31st December, 2010 As at 31st December, 2009

Particulars

Amountin ForeignCurrency

Amount in? in lakhs

Amountin ForeignCurrency

Amount in? in lakhs

Receivables

CHF

EURO

GBP

JPY

SGD

USD

in lakhs

0.41

9.25

15.19

4.84

0.75

15.03

20.06

553.31

1,052.57

2.70

26.41

673.40

in lakhs

9.29

0.24

3.92

696.92

8.07

183.09

Payables

AUD

CHF

Euro

GBP

PKR

SGD

USD

0.47

0.23

5.48

82.93

47.72

6.44

8.19

22.01

10.96

327.81

5,745.87

25.97

227.40

367.04

0.10

0.80

2.30

4.34

0.76 50.66

29.92 2245.25

26.68

107.48

23. The tax year for the company being the year ending 31st March, the provision for taxation for the period is theaggregate of the provision made for three months ended 31 st March, 2010 and the provision based on the figuresfor the remaining nine months up to 31st December, 2010, the ultimate tax liability of which will be determined onthe basis of the figures for the period 1st April, 2010 to 31st March, 2011.

24. The Board of Directors of the company at the meeting held on 16th October, 2009 passed a resolution underSection 100 of the Act to reduce the share capital of the company. The requisite majority of the shareholders havepassed a special resolution approving the reduction of the share capital at the Extraordinary General Meeting heldon 16th November, 2009. A petition has, accordingly, been filed in the Honourable High Court of Judicature atBombay to approve the reduction of share capital.

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 ofCadbury 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 completedon 2nd February, 2010.

26. On 1st February, 2011, Kraft Foods Inc. (the ultimate holding company) (Kraft) received a subpoena (notice) fromthe Securities and Exchange Commission of United States of America (SEC). The notice, relating to the dealingswith Indian governmental agencies and officials to obtain approvals for the operation at one of the company'smanufacturing plants, was issued in connection with the investigation under the Foreign Corrupt Practices Act,1977 of United States of America (FCPA).

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Page 51: Cadbury 2010

Schedules forming part of the Financial Statements for the year ended 31st December, 2010

Consequent to the above, Kraft with the help of legal advisors undertook an independent investigation of reportedmatters. The results of this investigation indicated weaknesses in the company's internal controls over payments toexternal consultants hired by the company, which may have resulted in improper payments having been made bysuch 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 theperiod 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 financialstatements, consequent to possible non compliance with laws and regulations in India, cannot be ascertained atthis 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 dateFor Lovelock and LewesFirm Registration No. 301056EChartered Accountants

Himanshu GoradiaPartnerMembership No. 45668

Mumbai, 18th August, 2011

For and on behalf of the Board

CYPalChairman

Frans RydenFinance Director

Mumbai, 18th August, 2011

Anand KripaluManaging Director

Barkha BoradiaCompany Secretary

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Page 52: Cadbury 2010

Balance Sheet Abstract and Company's General Business Profile

Registration DetailsRegistration No.

Balance Sheet Date

0 6 5 4 7 State Code

Date

Capital raised during the year (Amount in ? Thousands)Public Issue

"TTrTl I I L IRights IssueI r — N| i L

Bonus Issue Private PlacementN I I L J_

Position of Mobilisation and Deployment of Funds (Amount in ? Thousands)Total Liabilities Total Assets*

7 4 0 ! 8 8 2 0 7 4 ! 0 8 8 2 0Sources of Fund

_____Paid-up Capital Reserves & Surplus"3 ! 1 0 6 7 0

Secured Loans_1. i N ! I I L

Application of FundsNet Fixed Assets

5 |8 !6^ '

Net Current Assets

Investments5 7 9 0 0 7

Miscellaneous Expenditurej 2 I 4 8 2 1 N i

Accumulated LossesN I L

* Total Assets include Deferred Taxation of ? 139,492 thousands.IV. Performance of the Company (Amount in ? Thousands)

Turnover5 i Ol4

JTotal Expenditure2 j 5 j

Profit/Loss Before Tax4 j 3 ! 0 9 ! 7

Profit/Loss After Tax2 4 9 i 1 9 4 8 i 2 ! 0 ! 8 7 7 9

(Please tick Appropriate box + for Profit, - for loss)Earnings Per Share in ?____ Dividend %

JLLZ. 2 0 i Wol

Item Code No. (ITC Code)

Project Description

Item Code No. (ITC Code)

Project Description

Item Code No. (ITC Code)

Project Description

V. Generic Names of Three Principal Products/Services of the Company (as per monetary items)Item Code No. (ITC Code)

Product Description

1C

s1C

1M

8

H

L

9

O

9

A

0

0

A

0

A

0

L

6

C

B

5

T

1

T

2

O

S

3

E

9

E

0

L

0

D

0

D

A

O

0

T

R

0

W

0

F

0

E

9

A

9

O

B

F

O

B

A

E

D

L

R

R

0

S

C

B

K

I

S

S C U I T s

1s

7

u0

G

4

A

9

R

0

C

0

O

9

N F E C T I O N E R Y

Mumbai 18th August, 2011

For and on behalf of the Board

CYPalChairman

Frans RydenFinance Director

Anand KripaluManaging Director

Barkha BoradiaCompany Secretary

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Page 53: Cadbury 2010

Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956

1. The Company held 100% of the paid-up capital of ? 8.00 lakhs in Induri Farm Limited, subsidiary of this Companyas at 31st December, 2010.

2. No part of the net profit of ? 4.91 lakhs for the current financial year and aggregate net profit of ^ 126.92 lakhsfor all the previous financial years of Induri Farm Limited since it became the subsidiary of this Company havebeen dealt with in the Company's account.

Signature to the Additional information as required under Part IV ofSchedule VI to the Companies Act, 1956 and Statement pursuant toSection 212(1)(e) of the Companies Act, 1956.

For and on behalf of the Board

C. Y. Pal Anand KripaluChairman Managing Director

Frans Ryden Barkha BordiaFinance Director Company Secretary

Mumbai, 18th August, 2011

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Page 54: Cadbury 2010

Induri Farm Limited

BOARD OF DIRECTORS

Chairman CYPal

Directors Anand KripaluJaiboy Phillips

Secretary Vinit Nair

Advocate & Solicitors Talwar Thakore & Associates

Bankers Bank of MaharashtraHDFC Bank

Registered Office Cadbury House19, Bhulabhai Desai RoadMumbai 400 026

Farm Village InduriTalegaon-DabhadeDistrict PuneMaharashtra 410 507

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Page 55: Cadbury 2010

Induri Farm LimitedREPORT OF THE DIRECTORS TO THE MEMBERS

Your Directors have pleasure in placing before you this report relating to your Company's performance during theaccounting period ended December 31, 2010.

(A) Financial Results

SalesOther Income

Profit before taxProvision for taxation

Profit after taxTax adjustments of prior yearsBalance in Profit & Loss Account brought forward

Amount available for appropriation

Transfer to General ReserveProfit and Loss Account Balance

2010? Lakhs1,744.24

79.021,823.26

0.38(4.53)4.91

87.7492.65

0.0092.6592.65

2009? Lakhs3,347.12

83.583,430.70

5.463.002.46

85.2887.74

0.0087.7487.74

(B) OperationsThe 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) DividendIn 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 particularstherefore are given in terms of provisions of Section 217 (1)(e) of the Companies Act, 1956, read withThe Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, relating toenergy conservation, technology absorption, foreign exchange earnings etc. The Company has not earnedor spent any foreign exchange during the accounting period ended December 31, 2010.

(E) Industrial RelationsRelations 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 periodunder report.

(G) DirectorsIn accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the CompanyMr. Jaiboy Phillips retires by rotation.

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Page 56: Cadbury 2010

Induri Farm Limited(H) Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 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 judgements andestimates have been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at December 31, 2010 and of the profit of the Company for the periodended December 31, 2010;

(I)

(c)

(d)

proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

the annual accounts have been prepared on a going concern basis.

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. PALChairman

Mumbai : 18th August, 2011

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Page 57: Cadbury 2010

Induri Farm LimitedAUDITORS' 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 dateannexed thereto, which we have signed under reference to this report. These financial statements are theresponsibility of the company's management. Our responsibility is to express an opinion on these financialstatements based on our audit.

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

3. 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 checksof the books and records of the Company as we considered appropriate and according to the information andexplanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5of the Order.

4. The financial statements of the Company as at 31st December, 2009 and for the year ended on that date wereaudited by another firm of Chartered Accountants who, vide their report dated 11 th March, 2010, expressed anunmodified opinion on those financial statements.

5. 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, 2010from 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 saidfinancial statements together with the notes thereon and attached thereto give in the prescribed mannerthe information required by the Act and give a true and fair view in conformity with the accountingprinciples 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 & LewesFirm Registration No. 301056E

Chartered Accountants

Himanshu GoradiaPartner

Mumbai, 18th August, 2011 Membership No. 45668

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Page 58: Cadbury 2010

Induri Farm LimitedANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of Induri Farm Limited on thefinancial statements for the year ended 31st December, 2010]

1. (a) The Company is maintaining proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no materialdiscrepancies between the book records and the physical inventory have been noticed. In our opinion,the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixedassets 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, thefrequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management arereasonable 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 maintainingproper records of inventory. In our opinion, the discrepancies noticed on physical verification of inventoryas compared to book records were not material.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other partiescovered 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 partiescovered 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, there is an adequate internalcontrol system commensurate with the size of the Company and the nature of its business for the purchaseof inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the booksand records of the Company and according to the information and explanations given to us, we have neithercome across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaidinternal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts orarrangements referred to in Section 301 of the Act during the year that need to be entered in the registermaintained under that Section. Accordingly, clause (v)(b) of paragraph 4 of the Order is not applicable to theCompany for the current year.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A of the Actand the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature ofits business.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) ofsub-section (1) of Section 209 of the Act for the product of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined byus, in our opinion, the Company is generally regular in depositing undisputed statutory dues includingprovident fund, employees' state insurance, income-tax, service tax, cess and other material statutorydues as applicable with the appropriate authorities in India.

(b) According to the information and explanations given to us and the records of the Company examinedby us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty andcess which have not been deposited on account of any dispute.

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Page 59: Cadbury 2010

Induri Farm Limited10. 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 ordebenture 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 notapplicable to the Company.

14. 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 loanstaken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according tothe information and explanations given to us, there are no funds raised on short-term basis which have beenused for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in theregister 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 withthe generally accepted auditing practices in India and according to the information and explanations given tous, we have neither come across any instance of fraud on or by the Company, noticed or reported during theyear, nor have we been informed of such case by the management.

For Lovelock & LewesFirm Registration No. 301056E

Chartered Accountants

Himanshu GoradiaPartner

Mumbai, 18th August, 2011 Membership No. 45668

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Page 60: Cadbury 2010

Induri Farm LimitedBalance Sheet as at 31st December, 2010

Schedule

Sources of FundsShareholders' Funds

Capital 1Reserves and Surplus 2

Total

Application of FundsFixed Assets 3

Gross BlockLess: DepreciationNet Block

Deferred Taxation 4Deferred Tax AssetLess: Deferred Tax Liability

Current Assets, Loans and AdvancesInventories 5Sundry Debtors 6Cash and Bank Balances 7Loans and Advances 8

Less: Current Liabilities and ProvisionsLiabilities 9Provisions 10

Net Current AssetsTotal

Notes to the Financial Statements 1 5

Schedules 1 to 10 and 15 referred to above form an integral

As at31st December, 2010? Lakhs ? Lakhs

8.00126.92134.92

38.4222.41

16.01

8.930.67

8.26

0.48121.98

13.6749.94

186.07

46.5328.8975.42

110.65134.92

part of the Balance Sheet.

As at31st December, 2009

? Lakhs ? Lakhs

8.00122.01130.01

39.9922.09

17.90

9.090.69

8.40

0.19219.92

19.495.15

244.75

110.7630.28

141.04103.71

130.01

In terms of our report of even date For and on behalf of the BoardFor Lovelock and LewesFirm Registration No. 301056EChartered Accountants C. Y. Pal Jaiboy Phillips

Chairman Director

Himanshu GoradiaPartnerMembership No. 45668

Mumbai, 18th August, 2011

Vinit NairCompany Secretary

Mumbai, 18th August, 2011

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Page 61: Cadbury 2010

Induri Farm LimitedProfit and Loss Account for the year ended 31st December, 2010

Schedule

IncomeSale of MilkOther Income 11

ExpenditureMaterials Cost 12Personnel Cost 13Other Expenses 14Depreciation

Profit before TaxationProvision for Taxation

For the yearCurrent TaxDeferred Tax

For earlier yearsCurrent Tax

Profit after TaxationBalance 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

Schedules 11 to 15 referred to above form an integral part of the Profit and Loss Account.

Year ended31st December, 2010? Lakhs ? Lakhs

1,744.24

79.02

1,823.26

1,683.7274.5564.29

0.321,822.88

0.38

0.150.140.29

(4.82)(4.53)4.91

87.74

92.65

61.38

Year ended31st December, 2009

? Lakhs ? Lakhs

3,347.12

83.58

3,430.70

3,304.6166.8053.52

0.313,425.24

5.46

3.82(2.12)

1.70

1.303.002.46

85.28

87.74

30.75

In terms of our report of even dateFor Lovelock and LewesFirm Registration No. 301056EChartered Accountants

Himanshu GoradiaPartnerMembership No. 45668

Mumbai, 18th August, 2011

For and on behalf of the Board

C. Y. PalChairman

Vinit NairCompany Secretary

Mumbai, 18th August, 2011

59

Jaiboy PhillipsDirector

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Page 62: Cadbury 2010

Induri Farm LimitedCash Flow Statement for the year ended 31st December, 2010

A. Cash flow from operating activitiesNet Profit before TaxationAdjustments for -

DepreciationInterest IncomeLoss/(Profit) on change in the carrying amountof Livestock (Net)

Operating profit before working capital changesAdjustments for -

Trade and Other ReceivablesInventoriesTrade and Other Payables

Cash used in operationsDirect Taxes paidNet cash used in operating activities

B. Cash flow from investing activitiesInterest receivedNet cash from investing activities

C. Cash flow from financing activitiesNet cash from/(used in) financing activitiesNet decrease in cash and cash equivalents

Cash and Cash Equivalents - Opening BalanceCash and Cash Equivalents - Closing Balance

Year ended31st December, 2010

? Lakhs ? Lakhs

0.38

0.32(0.54)

1.571.35

61.82(0.29)

(64.74)

1.73

(3.21)(1.48)(4.44)

0.10

(5.92)

0.10

(5.82)

19.4913.67

Year ended31st December, 2009

Lakhs

0.31(0.66)

(0.51)

Lakhs

5.46

(0.86)4.60

(7.60)0.44

(49.19)

(56.35)(51.75)

(9.31)

0.73

(61.06)

0.73

(60.33)

79.8219.49

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 CompaniesAct, 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.

In terms of our report of even dateFor Lovelock and LewesFirm Registration No. 301056EChartered Accountants

For and on behalf of the Board

C. Y. PalChairman

Jaiboy PhillipsDirector

Himanshu GoradiaPartnerMembership No. 45668

Mumbai, 18th August, 2011

Vinit NairCompany Secretary

Mumbai, 18th August, 2011•'"" i"""'-^

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Page 63: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 1CapitalAuthorised

20,000 Equity Shares of ? 100 eachIssued 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 asa nominee of Cadbury India Limited.

(b) 3,000 shares were allotted as fully paid-up bonusshares by capitalisation of General Reserve.

Schedule 2Reserves and SurplusGeneral Reserve

Balance as per last Balance SheetProfit and Loss Account

As at31st December, 2010

As at31st December, 2009

Lakhs Lakhs

20.00

8.00

34.27

92.65

126.92

Lakhs Lakhs

20.00

8.00

34.27

87.74

122.01

Schedule 3Fixed Assets

Lakhs)

Description

Tangible Assets

Freehold Land @

Buildings

Plant and Machinery

Furniture and Fittings

Vehicles

Livestock

Previous year

Gross Block (at cost)

As at1.1.2010

9.15

21.06

3.98

0.06

1.02

4.72

39.99

39.48

Additions

0.22

Deductions

1.79

0.22 j 1.79

2.09 1.58

As at31.12.2010

Depreciation

As at1.1.2010

9.15 —

21.06

3.98

0.06

1.02

3.15

38.42

39.99

18.23

2.78

0.06

1.02

22.09

21.78

For theyear

0.13

0.19

0.32

0.31

OnDeductions

———

As at31.12.2010

18.36

2.97

0.06

1.02

22.41

22.09

Net Block

As at31.12.2010

9.15

2.70

1.01

3.15

16.01

17.90

As at31.12.2009—————— ._

9.15

2.83

1.20

4.72

17.90

> Refer to Note 2 of Schedule 15

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Page 64: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 4Deferred TaxationDeferred Tax Assets

Provision for GratuityProvision for Leave Encashment

Less: Deferred Tax Liability - Depreciation

Schedule 5Inventories(At lower of cost and net realisable value)Livestock Feed

Schedule 6Sundry 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.

Schedule 7Cash and Bank BalancesCash on HandBalances with Scheduled Banks

on Current Accountson Deposit Accounts

As at31st December, 2010

Lakhs Lakhs

7.701.23

8.930.67

8.26

0.48

121.98

0.13

7.506.04

13.5413.67

As at31st December, 2009

Lakhs Lakhs

7.801.29

9.09

0.69

8.40

0.19

219.92

0.12

13.336.04

19.3719.49

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Page 65: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Balance Sheet as at 31st December, 2010

Schedule 8Loans and Advances(Unsecured, Considered Good)Advances recoverable in cash or in kind or for valueto be receivedCurrent 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)]

Schedule 9LiabilitiesSundry Creditors

Micro and Small Enterprises[Refer Note 3 of Schedule 15]Others

Other Liabilities

Schedule 10ProvisionsProvision for Current Taxation [Net of Payments of - Nil(Previous year - ^ 26.87 lakhs)]Provision for GratuityProvision for Leave Encashment

As at31st December, 2010

Lakhs Lakhs

41.42

8.23

0.29

As at31st December, 2009

Lakhs Lakhs

4.86

0.29

49.94 5.15

45.69

45.690.84

46.53

24.923.97

28.89

1.33

108.68

110.01

0.75

110.76

0.88

25.25

4.15

30.28

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Page 66: Cadbury 2010

induri Farm LimitedSchedules forming part of the Profit and Loss Account for the year ended 31 st December, 2010

Schedule 11Other IncomeInterest

on Deposits with Banks (Gross) [Tax Deductedat Source - Nil (Previous Year ^ 0.08 lakhs)]on Staff Loans

Recovery of ExpensesRentSale of Hay and FirewoodProfit on change in the carrying amount of Livestock (Net)Miscellaneous Income

Schedule 12Materials CostRaw Materials Consumed

Opening StockAdd: Purchases

MilkLivestock Feed

Less: Closing Stock

Schedule 13Personnel CostSalaries, Wages and BonusContribution to Provident and Other FundsStaff Welfare Expenses

Add: Reimbursement of Salary and Benefits shared by theHolding Company

Schedule 14Other ExpensesConsumption of Stores and MedicinesPower and FuelRepairs and Maintenance

Plant and MachineryOthers

Rates and TaxesInsuranceAuditors RemunerationLegal and Professional ExpensesLoss on change in the carrying amount of Livestock (Net)Miscellaneous Expenses

Year ended31st December, 2010

Lakhs

0.510.03

1,681.362.65

53.346.076.27

2.505.87

Lakhs

0.5474.80

0.532.12

1.0379.02

Year ended31st December, 2009

Lakhs

0.620.04

Lakhs

0.6679.55

0.532.020.510.31

83.58

0.19

1,684.011,684.20

0.481,683.72

65.68

8.8774.55

5.8938.12

8.371.430.206.950.871.570.89

64.29

0.63

3,301.992.18

3,304.173,304.80

0.193.304.61

46.309.695.02

61.01

5.7966.80

5.0636.36

3.953.950.430.134.600.81

2.1853.52

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Page 67: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Financial Statements for the year ended 31st December, 2010

Schedule 15Notes to the Financial Statements1. Significant Accounting Policies

The financial statements are prepared to comply in all material aspects with the applicable accounting principlesin 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 AccountingThe financial statements are prepared in accordance with the historical cost convention.

(b) Fixed AssetsFixed assets, except livestock, are stated at cost of acquisition, including any attributable cost for bringingthe 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 ratesspecified in Schedule XIV of the Act or the rates based on useful lives of the assets as estimated by themanagement, whichever are higher. The annual depreciation rates are as under:

Description %Buildings 5Plant and Machinery 13.91127.82Furniture and Fittings 18.10Vehicles 30

Fixed assets costing ? 5,000 or less are fully depreciated in the year of acquisition. A nominal value ofRe. 1 is assigned to fully depreciated assets.Livestock is stated at cost. Cost of livestock reared from conception to maturity comprises estimated costof calving and cattle feed that the calf consumes till maturity. At each year end, the net realisable valueof the livestock is ascertained and where such value is lower than the carrying amount, the difference isdebited to the Profit and Loss Account.

(c) InventoriesInventories are valued at lower of cost and net realisable value. Cost is determined on moving weightedaverage basis.

(d) Revenue RecognitionSales are recognised when goods are supplied to customers.

(e) Employee Benefits(i) Long-term Employee Benefits

(a) Defined Contribution Plans

The Company has Defined Contribution Plans for post employment benefits in the form ofProvident Fund and Employees' State Insurance Scheme and the Company has no furtherobligation beyond making the contributions. The Company's contributions to DefinedContribution Plans are charged to the Profit and Loss Account as incurred.

(b) Defined Benefit PlanThe 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 BalanceSheet date, carried out by an independent actuary. The actuarial valuation method used formeasuring the liability is the Projected Unit Credit method.

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Page 68: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Financial Statements for the year ended 31st December, 2010

(c) Other Long-term Employee BenefitThe employees of the Company are also entitled to Leave Encashment as per the Company'spolicy. The liability for Leave Encashment is provided on the basis of valuation, as at BalanceSheet date, carried out by an independent actuary. The actuarial valuation method used formeasuring the liability is the Projected Unit Credit method.

(ii) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarialassumptions and are recognised in the Profit and Loss Account in the year in which they arise.

(f) TaxationCurrent tax is determined as the amount of tax payable in respect of estimated taxable income forthe year.Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets, ontiming differences, being the difference between taxable income and accounting income that originate inone period and are capable of reversal in one or more subsequent periods.

(g) ProvisionsA provision is recognised when there is a present obligation as a result of a past event, it is probablethat an outflow of resources will be required to settle the obligation and in respect of which reliableestimate can be made. These are reviewed at each year end date and adjusted to reflect the best currentestimate.

2. The Company has received a notice from the Special Land Acquisition Officer, Government of Maharashtraunder 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 Companyagainst this acquisition notice. Adjustment in the books of the Company for the value of land will be made, ifnecessary, on final disposal of acquisition proceedings.

3. Disclosures as required underthe Micro, Small and Medium Enterprises Development Act, 2006. This informationand that given in Schedule 9 - Liabilities regarding Micro and Small Enterprises has been determined to theextent such parties have been identified on the basis of information available with the Company. This has beenrelied upon by the auditors.

(a) The principal amount and the interest due thereon remaining unpaidto suppliers(i) Principal(ii) Interest due thereon

(b) (i) The delayed payments of principal amount paid beyond theappointed date during the entire accounting year,

(ii) Interest actually paid under Section 16 of the Micro,Small and Medium Enterprises Development Act, 2006

(c) (i) Normal Interest accrued during the year, for all the delayedpayments, as per the agreed terms

(ii) Normal Interest payable for the period of delay in makingpayment, as per the agreed terms

(d) (i) Total Interest accrued during the year(ii) Total Interest accrued during the year and remaining unpaid

(e) Included in (d) above is - Nil [Previous year - Nil] being interest onamounts outstanding as at the beginning of the accounting year.

As at31 st December,______2010

? Lakhs

As at31st December,______2009

? Lakhs

1.33

1.33

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Page 69: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Financial Statements for the year ended 31st December, 2010

4. ProductionYear ended Year ended

31st December, 31 st December,

Milk

Unit

Tonnes

2010

Quantity29

2009

Quantity

37

Sales

Milk

PurchaseMilk

Unit

Tonnes

Tonnes

Year ended31st December, 2010

Year ended31st December, 2009

Quantity

12,242

? Lakhs

1,744.24

Quantity

26,822

? Lakhs

3,347.12

12,216 1,681.36 26,789 3,301.99

Auditors' Remuneration

Audit FeesOther ServicesReimbursement of Expenses

Year ended31st December,

2010? Lakhs

6.880.060.01

6.95

Year ended31 st December,

2009? Lakhs

4.50—

0.10

4.60

Employee BenefitsThe Company has classified various employee benefits as under:

(A) Defined Contribution PlansThe Company has recognised the following amounts in theProfit and Loss Account for the year:(i) Contribution to Provident Fund(ii) Contribution to Employees' State Insurance Scheme

Year ended31st December,______2010

?Lakhs

3.50

1.55

5.05

Year ended31 st December,______2009

? Lakhs

2.960.27

3.23

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Page 70: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Financial Statements for the year ended 31st December, 2010

(B) Defined Benefit PlanValuation in respect of Gratuity has been carriedactuary, as at the Balance Sheet date, baseiassumptions:(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

(ii) 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 Year ended31st December, 31st December,

2010 2009Gratuity Gratuity

out by independentJ on the following

Year ended31 st December,

2010 2009Gratuity Gratuity

? Lakhs

8%9%

? Lakhs

25.251.970.101.15

(1.35)(2.20)24.92

1.35(1.35)

8%9%

? Lakhs

18.791.51

—1.23

3.7225.25

Year ended31 st December,

2008Gratuity

? Lakhs

2007Gratuity

? LakhsAmount recognised in theBalance 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

information is not readily available.

24.92

24.92

(2.20)

25.25

25.25

3.72

18.79

18.79

17.81

17.81

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Page 71: Cadbury 2010

Induri Farm LimitedSchedules forming part of the Financial Statements for the year ended 31st December, 2010

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 ended31st December,

2010Gratuity

? Lakhs

1.150.101.97

(2.20)1.02

Year ended31st December,

2009Gratuity

? Lakhs

1.23

1.51

3.726.46

9.

10.

(C) The liability for Leave Encashment as at the year end(Previous year ? 4.15 lakhs).

The Company has only one reportable segment which is "Purchase, Production and Sale of Milk" and onegeographical segment which is "within India". Accordingly, no separate disclosures of segment informationare 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)Cadbury India Limited

(B) Disclosure of transactions between the Company and related parties and outstanding balances as at theyear end:

11.

Holding Company:Sale of milkRecovery of ExpensesReimbursement of ExpensesRent IncomeBalance as at the year end - Outstanding Receivable

Disclosures for Operating LeasesDisclosures 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(ii) Later than one year and not later than five years(iii) Later than five years

Year ended31 st December,______2010

? Lakhs

1,741.7574.8011.990.53

121.12

0.53

0.530.40

Year ended31st December,

2009

? Lakhs

3,343.9479.55

7.060.53

219.67

0.53

0.530.93

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Page 72: Cadbury 2010

Induri Farm Limited12. 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 anypotential 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 Year ended31 st December, 31 st December,

2010 2009

Profit after Taxation (? Lacs)

Weighted average number of sharesEarnings per Share (? per Equity Share of ? 100 each)- Basic and Diluted

4.91 2.46

8,000

61.38

8,000

30.75

13. The tax year for the Company being the year ending 31st March, the provision for taxation for the period is theaggregate of the provision made for three months ended 31st March, 2010 and the provision based on the figuresfor the remaining nine months up to 31st December, 2010, the ultimate tax liability of which will be determined onthe basis of the figures for the period 1st April, 2010 to 31st March, 2011.

14. 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 ofCadbury 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 completedon 2nd February, 2010.

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 15In terms of our report of even dateFor Lovelock and LewesFirm Registration No. 301056EChartered Accountants

For and on behalf of the Board

C. Y. PalChairman

Jaiboy PhillipsDirector

Himanshu GoradiaPartnerMembership No. 45668

Mumbai, 18th August, 2011

Vinit NairCompany Secretary

Mumbai, 18th August, 2011

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Page 73: Cadbury 2010

Induri Farm LimitedBalance Sheet Abstract and Company's General Business Profile

I. Registration DetailsRegistration No.

Balance Sheet Date

0 4 7 8 State Code

Capital raised during the year (Amount in ? Thousands)Public Issue

N I LBonus Issue

N I L

Position of Mobilisation and Deployment of Funds (Amount in ? Thousands)Total Liabilities

Sources of FundPaid-up Capital

Secured Loans

Application of FundsNet Fixed Assets

Net Current Assets ____TIT 0 | 6 "si

Accumulated LossesI N ! i I L

* Total Assets include Deferred Taxation of ? 826 thousands.

IV. Performance of the Company (Amount in ? Thousands)Turnover——1"T81 2 I 3 ! 2 Tel

Rights IssueI N I i I L i

Private PlacementIN I i L

Profit/Loss Before Tax3 i 8

(Please tick Appropriate box + for Profit, - for loss)Earnings Per Share in ?

[run6 1

Total Assets*

Reserves & Surplus___1 | 2 [6 j 9 I 2 j

Unsecured LoansN I L i

InvestmentsTN—q

Misc. ExpenditureN; I I L

Total ExpenditureTJej 2 j 2 | s | ¥1

Profit/Loss After Tax

Dividend rate %

V. Generic Names of Three Principal Products/Services of the Company (as per monetary items)Item Code No. (ITC Code)

Product Description

4

M

0 | 1

I L

2

K

0

For and on behalf of the BoardC. Y. PalChairman

Jaiboy PhillipsDirector

Vinit NairCompany Secretary

Mumbai, 18th August, 2011

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Page 74: Cadbury 2010

Financial HighlightsLakhs

YEAR

ASSETS EMPLOYED

Net Fixed AssetsNet Current AssetsOthersTotalFINANCED BY

Equity Share CapitalReserves & SurplusShareholders' FundsLoan FundsDeferred Tax Liability (net)TotalSALESPROFIT ANDAPPROPRIATIONS

Profit BeforeDepreciation & TaxDepreciationProfit Before TaxTaxProfit after Tax and BeforeExceptional ItemsExceptional ItemsTax Adjustments of Earlier YearsProfit After Tax

Dividend and Tax On DividendRetained EarningsPER SHARE INFORMATION

Earnings Per Share

Before Exceptional Items (?)

2010

58,655

8,248

7,185

74,088

3,107

70,129

73,235

853

74,088

2,50,323

30,995

-6,076

24,919

2009

50,519

3,066

1,801

55,385

3,107

49,973

53,080

1,217

1,089

55,385

1 ,93,438

27,814

-4,383

23,431

-3,892 -4,579

21,028

0

-150

20,878

722

20,156

67.20

Book Value Per Share (?) 235.71Dividend Per Share (?)(Excl. Tax on Dividend)

BSE SHARE PRICE

HighLow

2

(b)(b)

18,852

0

11

18,863

727

18,136

59.72

170.85

2

2008

37,525

13,231

293

51,049

3,218

43,222

46,440

4,170

439

51 ,049

1 ,58,860

23,841

-3,652

20,189

-3,611

16,578

0

0

16,578

753

15,825

50.62

144.29

2

2007

27,118

-14,794

29,848

42,172

3,320

37,294

40,614

876

682

42,172

1 ,29,347

17,741

-3,432

14,309

-4,467

9,842

1,923

1 1 ,765

777

10,988

34.86

122.31

2

2006

24,726

-10,974

26,710

40,462

3,436

35,773

39,209

1,001

252

40,462

1,05,825

14,584

-3,341

1 1 ,243

-4,363

6,881

__

6,881

784

6,097

19.63

114.12

2

2005

19,017

-2,732

28,556

44,841

3,571

39,810

43,381

822

638

44,841

87,978

1 1 ,522

-3,406

8,115

-3,574

4,541

55

4,596

814

3,782

12.72

121.48

2

2004

16,734

1,104

23,230

41,068

3,571

36,028

39,599

736

733

41 ,068

76,405

9,748

-3,395

6,353

-2,224

4,129

492

4,621

814

3,807

11.56

110.89

2

2003*

16,058

8,919

12,735

37,712

3,571

32,222

35,793

1,234

685

37,712

71,421

10,298

-3,089

7,209

-2,644

4,565

__

4,565

806

3,759

12.78

100.23

2

2002

13,941

14,248

6,435

34,624

3,571

28,462

32,033

1,420

1,171

34,624

68,730

13,246

-2,627

10,619

-3,399

7,220

-62

114

7,272

496

6,776

20.21

89.71

2

2001

14,332

12,150

835

27,317

3,571

21,686

25,257

708

1,352

27,317

62,632

11,634

-2,379

9,255

-3,283

5,972

-304

72

5,740

2,148

3,592

16.72

70.73

6

(b)(b)

(b)(b)

(b)

(b)

(b)(b)

(b)(b)

(b)(b)

(b)(b)

473.75

469.90

569

357.30

* Shares delisted w.e.f. 20th January, 2003

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Page 75: Cadbury 2010

CADBURY INDIA LIMITEDRegistered 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, onSeptember 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 withthem when they come to the meeting and hand it over at the entrance. The copy of Annual Reportmay please be brought to the meeting hall.

-•§-€-

I/We.

of_

CADBURY INDIA LIMITEDRegistered Office : Cadbury House, 19, Bhulabhai Desai Road, Mumbai 400 026.

PROXY FORM

L F. No. / CL ID & DP ID No. :

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 tobe 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

RevenueStamp

Note : The Proxy duly completed and stamped must reach the Registered Office of the Company not less than 48 hoursbefore the time for holding the aforesaid meeting.

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Page 76: Cadbury 2010

CADBURY INDIA LIMITEDCadbury House,19, Bhulabhai Desai Road,Mumbai - 400 026.

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