Directors Report of Twilight Litaka Pharma Ltd.

Jun 30, 2014

Dear Members,

The Directors are pleased to present this 40th Annual Report of your Company for the year ended 30th June 2014.

Particulars Standalone

Year ended Period ended 30th June, 30th June, 2014 2013 [Rs. in crs.] [Rs. in crs.]

TOTAL INCOME 31.50 337.69

NET PROFIT AFTER TAX (139.58) (162.72)

Add : Surplus brought

forward from the Balance Sheet (47.11) 115.61 Amount available for disposal - -

APPROPRIATIONS:

General Reserve - -

Surplus carried to Balance Sheet (186.69) (47.11)

Earnings Per Share (Rs. ) * (56.32) (65.66)

Book Value per Share (Rs.) * -5.70 5.30

Particulars Consolidated

Year ended 30th June, 2014 [Rs. in crs.]

TOTAL INCOME 338.59

NET PROFIT AFTER TAX (170.95)

Add : Surplus brought

forward from the Balance Sheet 112.74 Amount available for disposal -

APPROPRIATIONS:

General Reserve -

Surplus carried to Balance Sheet (58.21)

Earnings Per Share (Rs. ) * (68.98)

Book Value per Share (Rs.) * (2.43)

* Face Value Rs. 5/- per share.

PRESENT STATUS OF THE COMPANY

In the Financial year 2010- 11 your Company has acquired 100% stake of M/s Briocia Pharma (India) Limited from the funds available on the expectation that substantial funds will be infused by way of Private Equity. This investment was necessary as the existing plants in Pimpri and Vadgaon were very old and additional capacities were required. Since the Company has entered into Joint Venture with M/s Interpro Healthcare of Republic of South Africa it was necessary to have a modern facility complying with the regulations applicable in Republic of South Africa. The facility of M/s Briocia Pharma (India) Limited has substantial capacity and was also compliant with Modern WHO GMP guidelines.

The decision to acquire M/s Briocia Pharma (India) Ltd and other capital expenditure during 2010-11 coupled with the as yet unsuccessful attempt to infuse substantial funds by way of private equity lead to a severe liquidity crunch and an acute shortage of working capital. Additionally the hostile economic environment prevented seeking any suitable alternatives that were before the Company in the form of liquidation of certain non-core assets or obtaining liquidity from the financial markets. This lead to a prolonged period of financial hardship to the Company with a cascading effect of slow recoveries from debtors, drop in sales , labour unrest, disruption of manufacturing activities and the consequent loss of key customers and unrelenting pressure from banks and creditors.

The cumulative effect of the inconsistent cash flows from operations and the inability to draw down the sanctioned limits from the bankers and over cautious investment climate in the capital markets lead to defaults and delays in honouring financial commitments. As a result the bankers have classified the Company''s accounts as a NPA during 2012 and further recalled their facilities, initiated recovery proceedings by seeking legal action through winding up petitions, initiating DRT applications, action under Section 138 of the N I Act and SARFAESI Act. Several creditors and workers have also taken legal action for recovery against the Company.

The Bankers and Unsecured Creditors of the Company and its Subsidiary had initiated proceedings before the Hon''ble Bombay High Court for winding up of the Company. Consequent to one of the customer, who had offered to buy the Company''s manufacturing unit at Baddi and which offer was informed to the Court in the aforesaid proceedings, withdrawing his offer to buy the said property, Honorable Bombay High Court in their order dated 30th April 2014, appointed "Provisional Liquidator" to take charge of the of Company''s Books of Account, assets and properties both movable and immovable. Further, the Court ordered the Company, its Directors, and Officers and Agents from creating any dispossession of any of the assets or properties without leave of the Court, except in the ordinary and usual course of its business.

Consequent to the Losses exceeding the Share Capital and Reserves, the Company through its application u/s 15 of SICA Act 1985 has sought registration before BIFR and protection u/s 22 of SICA Act 1985. The application has been duly acknowledged vide No 1366 dated 02.07.2014. Company has also briefly narrated therein its proposal to revive the operation and turn the negative Net Worth to positive.

Majority of the secured Lenders [Consortium of Banks] have, pursuant to an auction process, assigned their dues in favour of an Asset Reconstruction Company [ARC]. ARC is presently leading the dialogue with the Company for a comprehensive settlement of the dues of the Consortium. Company is hopeful that the settlement as aforesaid, would benefit it and coupled with other proposals under evaluation such as developing the properties as residential/commercial complexes, negotiations with strategies investors for infusion of funds to commence the operations, etc. will go a long way in bringing about turn around in the operations and to a large extent make the existing negative net worth become positive. The Company has included the same in the presentations that have been made before BIFR. On the Winding up petition field before Bombay High Court against the Company, it has been legally advised that since reference has already been made to BIFR, it has fair amount of chance in succeeding.

Based on these factors viewed cumulatively, Management is of the view that the Company continues to operate as a going concern and is having the ability to meet its financial commitments.

DIRECTOR''S EXPLANATION TO THE ADVERSE OPINION / QUALIFICATIONS STATED IN THE AUDITORS'' REPORT

As regards Adverse opinion/qualifications stated in the Auditor''s Report dated 29th August 2014 by the Statutory Auditors'' of the Company the Board is of the view that in the Notes to Accounts all these issues are adequately dealt with.

DIVIDEND

Considering the Losses incurred by the Company, your Directors do not recommend any Dividend for the Year ended as on 30th June 2014. (Previous Year Rs. Nil.)

SUBSIDIARY

Briocia Pharma (India) Limited is a Wholly owned Subsidiary of your Company by virtue of acquisition of 100% stake by the Company.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the financial statements of our subsidiary. The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in Companies (Accounting Standards) Rules, 2006 also form part of this Annual Report.

The audited annual accounts and related information of our subsidiary, where applicable, will be made available for inspection during business hours at our registered office in Pune. The annual accounts of Briocia Pharma (India) Limited and the related detailed information will be made available to the members on the specific request made by them.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company is given in the Management Discussion and Analysis Report, which forms part of this Report.

CORPORATE GOVERNANCE

Your Company follows healthy Corporate Governance practices since it believes that Corporate Governance is a voluntary code of self- discipline. A separate report on the initiatives on Corporate Governance adopted by your Company along with a certificate of Compliance from the Auditors given in this Annual Report forms part of this Report.

STATUTORY AUDITORS

The term of appointment of present Auditors M/s V. Sankar Aiyar & Co., Chartered Accountants, Mumbai having Firm Registration No. 109208W is due to expire on conclusion of the forth coming Annual General Meeting. They have informed the Company about their un- willingness to be reappointed. Accordingly the appointment of M/s. KRSHNA & ASSOCIATES, Chartered Accountants, having Firm Registration No. 122950W is recommended as the new Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company to be held hereafter, subject to ratification by the Members at every Annual General Meeting.

Accordingly necessary Resolution under Section 139 has been recommended for the approval of the Shareholders.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, Mrs. Swati Joshi, (Fellow Membership No. 28717) practicing Cost Accountant, was appointed to conduct audit of cost records relating to formulations

DIRECTORS

Mr. Nainish Rajendra Bora [DIN: 00152040], retires by rotation and has informed his willingness to be reappointed as the Director of the Company, liable to retire by rotation . Necessary Resolution for his reappointment is recommended for your approval.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term upto five consecutive years and shall not be liable to retire by rotation, during that period. Necessary resolutions for the appointment of Mr. Avinash Shantaram Chandvankar and Mr. Raghavan Mathurakavi Srinivasa Ayyangar have been recommended for your approval.

In the Extra Ordinary General Meeting held on 29th September 2012 the Shareholders of the Company have approved the recduction in the remuneration payable to Mr. Gopal Ramourti as Managing Director and Mr. Nainish Bora as Executive Director of the Company. However Considering the present liquidity crunch and the losses incurred, your Company has not made payment of remuneration to these Directors during the period under Report.

FIXED DEPOSITS

The Company has not invited / received any fixed deposits during the year.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, none of the employee of the Company was in the receipt of excess of Amount prescribed in the (Particulars of Employees) Amendment Rules, 2011.

DISCLOSURE OF PARTICULARS

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information under the said section has not been provided since no employee of the company has received the remuneration beyond the limits pecribed under this section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm -

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(b) that the selected accounting policies were applied consistently and the directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 30th June 2014 and of the Loss of the Company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) that the annual accounts have been prepared on a going concern basis.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Board of Directors wish to place on record their appreciation of the contribution made by the employees at all levels.

The Board takes this opportunity to express their gratitude to Bankers, Suppliers, Regulatory and government authorities, Stock Exchanges and other Business Associates for their continued support and cooperation received by your Company.

Your Directors are thankful to the esteemed shareholders, all investors, clients, vendors, for their continued faith and valued support.

By Order of the Board of Directors For Twilight Litaka Pharma Ltd.

Date :29th August, 2014 RAJENDRA C. BORA Place : Mumbai CHAIRMAN

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Jun 30, 2013

Dear Shareowners,

The Directors are pleased to present this Thirty Ninth Annual Report of your Company for the fifteen months ended 30th June 2013.

FINANCIAL HIGHLIGHTS

Particulars Standalone Consolidated

Year ended Year ended Year ended 30th June, 31st March, 30th June, 2013 2012 2013 [in crs.] [in crs.] [in crs.]

TOTAL INCOME 337.69 731.23 338.59

NET PROFIT AFTER TAX (162.72) 3.52 (170.95)

Add : Surplus brought

forward from the Balance Sheet 115.61 107.76 112.74

Amount available for disposal - 3.52 -

APPROPRIATIONS:

General Reserve - - -

Surplus carried to Balance Sheet (47.11) 115.61 (58.21)

Earnings Per Share (Rs.) * (65.66) 1.42 (68.98)

Book Value per Share (Rs) * 5.30 71.00 (2.43)

* Face Value Rs. 5/- per share.

Note: The current period's figures are not comparable with the previous year's figures on account of ,Extension of the accounting year by the Company. The current period's figures are for 15 months whereas the previous year's figures are for 12 months.

PERFORMANCE OF THE COMPANY

i. In the Financial year 2010- 11 your Company has acquired 100% stake of M/s Briocia Pharma (India) Limited from the funds available on the expectation that substantial funds will be infused by way of Private Equity. This investment was necessary as the existing plants in Pimpri and Vadgaon were very old and additional capacities were required. Since the Company has entered into Joint Venture with M/s Interpro Healthcare of Republic of South Africa it was necessary to have a modern facility complying with the regulations applicable in Republic of South Africa. The facility of M/s Briocia Pharma (India) Limited has substantial capacity and is also compliant with Modern WHO GMP guidelines.

ii. The decision to acquire M/s Briocia Pharma (India) Ltd and other capital expenditure during 2010-11 coupled with the as yet unsuccessful attempt to infuse substantial funds by way of private equity lead to a severe liquidity crunch and an acute shortage of working capital. Additionally the hostile economic environment prevented seeking any suitable alternatives that were before the company in the form of liquidation of certain non-core assets or obtaining liquidity from the financial markets. This lead to a prolonged period of financial hardship to the Company with a cascading effect of slow recoveries from debtors, drop in sales , labour unrest, disruption of manufacturing activities and the consequent loss of key customers and unrelenting pressure from banks and creditors.

The cumulative effect of the inconsistent cash flows from operations and the inability to draw down the sanctioned limits from the bankers and over cautious investment climate in the capital markets lead to defaults and delays in honouring financial commitments. As a result the bankers have classified the Company's accounts as a NPA during 2012 and further recalled their facilities, initiated recovery proceedings by seeking legal action through winding up petitions, initiating DRT applications, action under section 138 of the N I Act and SARFAESI Act. Several creditors and workers have also taken legal action for recovery against the company.

Your Company is making attempts to restore the financial health and has approached the bankers with a proposal to restructure the facilities and arrive at a compromise proposal that is a win- win situation for all. The Company is also confident of infusing equity funds from a strategic investor given the highly successful recall value of the Company's products both in the domestic formulations business as well as in the international markets like it did in the past. The Company is also mindful of the enormous real estate potential of its units in Pimpri and Vadagaon and is carefully evaluating the many offers received for the development of these properties. Additionally the Company had entered into a Slump Sale agreement with Herbalife international (India) Pvt Ltd. dated 15th May 2013 for sale of the Baddi Unit of the Company. The share holders of the Company have approved the sale by postal ballot. The procedure for sale of the said unit is in process and the same will reduce the liabilities of the Company and will assist in minimising the liquidity crunch to some extent. Based on these factors viewed cumulatively, Management is of the view that the Company continues to operate as a going concern and is having the ability to meet its financial commitments.

DIVIDEND

Considering the lossess incurred by the Company, your Directors do not recommend any Dividend for the period ended as on 30th June 2013. (Previous Year Rs. Nil.)

SUBSIDIARY

Briocia Pharma (India) Limited is a Wholly owned Subsidiary of your Company by virtue of acquisition of 100% stake by the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of our subsidiary. The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in Companies (Accounting Standards) Rules, 2006 also form part of this Annual Report.

The audited annual accounts and related information of our subsidiary, where applicable, will be made available for inspection during business hours at our registered office in Pune. The annual accounts of Briocia Pharma (India) Limited and the related detailed information will be made available to the members on the specific request made by them.

SALE OF BADDI UNIT

Since the Baddi unit is proposed to be sold and the steps towards this end had already been initiated, financial results relating to this unit have been separately disclosed as being relating to ' discontinuing ' operations as required under the Companies Act, 1956 and the regulations made thereunder.

LEGAL PROCEEDINGS

The Company's Bank Accounts became NPA as indicated in the previous year. The principal amount due to the consortium of bankers amounted to Apprx. Rs.196 Crores. The bankers have sent a demand notice under section 13 of the SARFAESI Act in respect of the Company's Assets situated at Vadagaon, Pimpri and Vasai for an amount of Rs. 224.09 Crs that included interest upto 31st July 2013. The company has made representations for waiver of interest and grant of time for repayment of these dues. The matter is pending and the company has been legally advised that since possession of these units still continue with the company and the operations are being carried on, title to the aforesaid properties continue to remain with the company.

The non- consortium bankers and other unsecured creditors, have outstanding dues for which they have initiated legal proceedings including winding up petitions in various courts. The company has made representations for waiver of interest and grant of time for repayment of these dues.

In view of the fact that proposal for waiver of interest is pending with the banks, no provision for interest for the period ending 30th June 2013 is made in the accounts. However under protest and without acknowledging the demand in respect of interest as intimated by the banks provision for contingencies made in the profit and loss accounts to the extent of Rs. 57 Crores is considered adequate for this purpose. MANAGEMENT DISCUSSION AND ANALYSIS A detailed review of the operations, performance and future outlook of your Company is given in the Management Discussion and Analysis Report, which forms part of this Report.

CORPORATE GOVERNANCE

Your Company follows healthy Corporate Governance practices since it believes that Corporate Governance is a voluntary code of self- discipline. A separate report on the initiatives on Corporate Governance adopted by your Company along with a certificate of Compliance from the Auditors given in this Annual Report forms part of this Report. STATUTORY AUDITORS

M/s. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, hold office as Auditors of the Company till the conclusion of the forthcoming Annual General Meeting. Your Company has received a certificate from them, pursuant to the provisions of Section 224(1B) of the Companies Act, 1956, indicating their eligibility and willingness for reappointment. You are requested to appoint the Auditors and fix their remuneration.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, Mrs. Swati Joshi, (Fellow Membership No. 28717) practicing Cost Accountant, was appointed to conduct audit of cost records relating to formulations DIRECTORS

Mr. Rajendra C. Bora and Mr. M. S. Raghavan Ayyangar Directors of the Company retire by rotation and being eligible offer themselves for reappointment; The resolutions for the Directors seeking reappointment are included in the notice of the Annual General Meeting.

The resignation of Mr. Abhijit Bora as Director of the Company was approved by the board in its meeting held on 24th January 2013. Mr. Ramesh Gadgil resigned as a Director with effect from 24th January 2013 due to his other commitments. The Board placed on record its sincere appreciation for services rendered by him to the Company during his tenure of Directorship.

In the Extra Ordinary General Meeting held on 29th September 2012 the Shareholders the of Company have approved the recduction in the remuneration payable to Mr. Gopal Ramourti as Managing Director and Mr. Nainish Bora as Executive Director of the Company. However Considering the present liquidity crunch and the losses incurred, your Company has not made payment of remuneration to these Directors during the period under Report.

FIXED DEPOSITS

The Company has not invited / received any fixed deposits during the year.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, none of the employee of the Company was in the receipt of excess of Amount prescribed in the (Particulars of Employees) Amendment Rules, 2011.

DISCLOSURE OF PARTICULARS

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed herewith and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm -

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(b) that the selected accounting policies were applied consistently and the directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 30th June 2013 and of the Loss of the Company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) that the annual accounts have been prepared on a going concern basis.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Board of Directors wish to place on record their appreciation of the contribution made by the employees at all levels. The Board takes this opportunity to express their gratitude to Bankers, Suppliers, Regulatory and government authorities, Stock Exchanges and other Business Associates for their continued support and cooperation received by your Company.

Your Directors are thankful to the esteemed shareholders, all investors, clients, vendors, for their continued faith and valued support.

By Order of the Board of Directors

For Twilight Litaka Pharma Ltd.

Date :5th December 2013 RAJENDRA C. BORA

Place:Mumbai CHAIRMAN

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Mar 31, 2011

Dear Shareowners,

Of Twilight Litaka Pharma Ltd.

The Directors are pleased to present this Thirty Seventh Annual Report of your Company for the financial year ended on 31st March 2011.

PERFORMANCE HIGHLIGHTS

Particulars Standalone Consolidated

Year ended Year ended Year ended 31st March, 31st March, 31st March, 2011 2010 2011

[Rs.in crs.] [Rs.in crs.] [Rs.in crs.]

TOTAL INCOME 660.51 494.64 674.09

NET PROFIT AFTER TAX 49.44 32.63 51.64

Add : Surplus brought 67.98 42.34 67.98 forward from the Balance Sheet

Less : Short term provision 0.39 — 0.39 for tax after earlier year

Amount available for disposal 117.04 74.97 119.23

APPROPRIATIONS:

General Reserve 4.94 3.26 4.94

Revaluation Reserve — — 0.60

Equity Dividend 3.72 3.19 3.72

Distribution Tax on Dividend 0.62 0.53 0.62

Surplus carried to Balance Sheet 107.76 67.99 109.35

Earnings Per Share (Rs.) * 23.23 15.33 24.26

Book Value per Share (Rs.) * 68.19 47.00 66.05

* Face Value Rs. 5/- per share.

DIVIDEND

The Board is pleased to recommend a dividend of Rs. 1.50 per share on the enhanced capital of 2,47,81,285 equity shares of Rs.5/- each, If approved by the Shareholders at the ensuing Annual General Meeting. The dividend will absorb Rs. 3,71 71,928 /- Crs. The Dividend Distribution Tax borne by the Company will amount to Rs. 61,74,258 / - Crs.

CHANGES IN CAPITAL STRUCTURE CONSEQUENT UPON CONVERSION OF CONVERTIBLE WARRANTS.

On 13th March, 2010 i.e. during Financial year ended 31st March, 2010 the Company had allotted 35,00,000 Convertible Warrants of Rs. 86/- ( Eighty Six) each to Seven subscriber with the Option to Convert the same with in 18 months from the date of allotment. All the Seven Warrant holders exercised their option to convert the said warrants in to Equity shares and accordingly the Company has allotted 35,00,000 Equity Shares of Rs. 5/- each at a premium of Rs. 81/- per share of in the Month of June, 2011.

Thus Consequent upon conversion, the issued and paid up Capital has gone up from Rs. 10,64,06,425/- to Rs. 12,39,06,425/- i.e. 2,47,81,285 Equity Shares of Rs. 5/- each.

The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) have accorded their in principal approval for the Listing of these shares on the respective Exchange.

SUBSIDIARY

During the year under report Briocia Pharma (India) Limited became Wholly owned Subsidiary of your Company by virtue of acquisition of 100% stake by the Company.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report 2010-11 does not contain the financial statements of our subsidiary. The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in Companies (Accounting Standards) Rules, 2006 also form part of this annual report.

The audited annual accounts and related information of our subsidiary, where applicable, will be made available for inspection during business hours at our registered office in Pune, India. The annual accounts of Briocia Pharma (India) Limited and the related detailed information will be made available to the members on the specific request made by any investors to the Company.

COMPANY BUSINESS DEVELOPMENT

The revenue of your Company's business division for the year under review was at Rs. 656.78 Crs. showing growth by 33% The post tax profit at Rs. 49.44 Crs. was also higher by Rs. 16.82 Crs. showing rise of 52% over the previous year. The consolidated turnover, which includes results of Briocia Pharma (India) Limited (wholly owned subsidiary) reported sales to Rs. 674.09 Crs. for the current financial year 2010-11. Consolidated Profit before tax of the Company stood at Rs. 65.63 Crs. and profit after tax for the year at Rs. 51.64 Crs. for the current financial year 2010-11. Your Company recently Registered following brands/products in export markets namely Lodipam, Panprox, T-Xium, Maxicclav, Antezol Paludiat are progressing well. Your Company's entry in Contract manufacturing space (CRAMS) has made optimum utilization of manufacturing capacity and positioned itself as a strong Competitor in the Pharma Industry.

The acquisition of Briocia Pharma (India) Limited for capacity expansion has added traction to the performance result and full benefit of this investment is expected in the coming financial years.

Your Company has also entered into an agreement on October 13, 2010, with M/s. Interpro Healthcare Ltd., [Interpro] a Company based in South Africa in connection with supply of technical know-how for Its products. This arrangement will enable the Company to make entry in the pharma market of South Africa in a big way.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company is given in the Management Discussion and Analysis Report, which forms part of this Report.

EXPORT

During the year your Company has made registration of our various products in to the emerging markets of Malaysia, Srilanka, Kuwait, Honkong and Cambodia. Thus we are taking continued efforts towards increasing the market reach and improving market share through portfolio expansion, new product introductions.

CORPORATE GOVERNANCE

Your Company follows healthy Corporate Governance practices since it believes that Corporate Governance is a voluntary code of self- discipline. A separate report on the initiatives on Corporate Governance adopted by your Company along with a certificate of Compliance from the Auditors given in this Annual Report forms part of this Report.

STATUTORY AUDITORS

M/s. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, hold office as Auditors of the Company till the conclusion of the forthcoming Annual General Meeting. Your Company has received a certificate from them, pursuant to the provisions of Section 224(1B) of the Companies Act, 1956, indicating their eligibility and willingness for reappointment. You are requested to appoint the Auditors and fix their remuneration.

AUDITORS' REPORT

Note(s) on accounts as referred to in the Auditors' Report is / are self-explanatory and therefore do not call for further comments or explanation.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, Mr. S. G. Jog, (Fellow Membership No. 5599) practising Cost Accountant, was appointed to conduct audit of cost records relating to formulations for the year ended March 31, 2011.

DIRECTORS

Mr. Rajendra Bora, Mr. Nainish R. Bora and Mr. M S Raghvan Ayyangar, Directors of the Company retire by rotation and being eligible offer themselves for reappointment; The resolutions for the Directors seeking reappointment are included in the notice of the Annual General Meeting. Mr. S. D. Tole resigned as a Director on 12th January, 2011 due to his other commitments. The Board placed on record its sincere appreciation for the services rendered by Mr. S. D. Tole to the Company during his tenure of Directorship. As per the provisions of Listing Agreement it is Obligatory to appoint one of our Independent Director on the Board of Subsidiary Company i. e. Briocia Pharma (India) Limited. In view of this provision Mr. Avinash S. Chandvankar, Independent Director has been appointed on the Board of Briocia Pharma ( India) Limited w.e.f. 26th May, 2011. The information required to be furnished under Clause 49 (IV) (G) of the Listing Agreement is given in the Notice of the Annual General Meeting enclosed to this Annual Report.

FIXED DEPOSITS

The Company has not invited / received any fixed deposits during the year.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, none of the employee of the Company was in the receipt of excess of Amount prescribed in the Companies (Particulars of Employees) Amendment Rules, 2011.

DISCLOSURE OF PARTICULARS

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed herewith and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm -

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(b) that the selected accounting policies were applied consistently and the directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the Profit of the Company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) that the annual accounts have been prepared on a going concern basis.

HUMAN CAPITAL / RESOURCES

Employees are the backbone of the organization. We always believe that Human resource influences appreciably the growth, progress, profits and the shareholders' values. During the year, your company continued its efforts aimed at improving the HR policies and processes to enhance its performance. The vision and mission of the Company is to create culture, value system and improve behavioral skills to ensure achievement of its short and long-term objectives. The relationship with the workers at the manufacturing unit and other staff continues to be cordial and peaceful.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Board of Directors wish to place on record their appreciation of the contribution made by the employees at all levels, who through their competence, solidarity and support enabled the Company to achieve consistent growth.

The Board takes this opportunity to express their gratitude to Bankers, Suppliers, Regulatory and government authorities, Stock Exchanges and other Business Associates for their continued support and cooperation received by your Company.

Your Directors are thankful to the esteemed shareholders, all investors, clients, vendors, for their continued faith and valued support.

By Order of the Board of Directors

FOR TWILIGHT LITAKA PHARMA LTD.

RAJENDRA C. BORA

CHAIRMAN

Date : 27th August, 2011

Place : Mumbai

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Mar 31, 2010

The Board of Directors has the privilege of presenting this Thirty-Sixth Annual report of your Company for the financial yearended on 31st March 2010.

PERFORMANCE HIGHLIGHTS

Particulars Yearended Yearended

31stMarch, 31stMarch,

2010 2009

[Rs. incrs.] [Rs.incrs.]

TOTAL INCOME 494.64 373.18

NETPROFIT AFTERTAX 32.63 22.12

Add :Surplus brought 42.34 25.09 forward from the BalanceSheet

Less :Shortterm provision - 0.18 for tax after earlier year

Amount available for disposal 74.97 47.03 APPROPRIATIONS:

General Reserve 3.26 2.19

Equity Dividend 3.19 2.13

Distribution Taxon Dividend 0.53 0.36

Surplus carried to Balance Sheet 67.99 42.35

Earnings PerShare(Rs.)* 15.33 10.39

Book Value perShare(Rs.)* 47.00 30.00

* Face Value Rs. 5/-pershare.

DIVIDEND

The Board is pleased to recommend a dividend of Rs. 1.50 per share (i.e. 30%) of the face value of Rs. 5/-each. If approved by the Shareholders at the Annual General Meeting, the dividend will absorb Rs. 3.19 crs. The Dividend Distribution Tax borne bythe Company will amount to Rs. 0.53 crs.

CHANGES IN CAPITAL STRUCTURE

Duringthe year under review, there has been no change in the Capital Structure of the Company.

YEAR IN RETROSPECT Business Division:

Duringthe current year 2009-10 Pharma was among the few sectors that managed to expand its revenues despite global recession and financial crises. Strong domestic demands, growing preference for generics worldwide and favourable rupee-dollar exchange rate helped the Indian Pharmaceutical sector. The revenue from your Companys five business divisions for the year under review was at Rs. 491.96 crs showinga growth by 33%. The post tax profits at Rs. 32.63 crs. werealso higherby Rs. 10.51crs. markingan increase of 47% overthe previous year.

Duringthe year your Company introduced 40 new products, including brand extensions for its domestic as well as export markets. Products namely Almacid, Azicin, Cafola, Camol, Dolex, Fludar, Laripod, Larixin, Litacal, Richfer, Litacef, Litaprazand Prolita have been well accepted bythe medical fraternity. Your Company expects to position itself as a food supplement manufacturer. In the CRAMS space your Company expects to be one of the largest players as far as food nutrition is concerned. Your Company has become a specialist in these segments. To fuel the future growth your Company is now focusing mainly into developing the food nutrition segment. Your Company is giving more thrust on rural areas since it has good potential particularly in view of improved infra structure and facilities. Your Company has already penetrated this market and the response is quite encouraging.

OtherDevelopments:

1] In pursuance of the authority granted to the Board in the Extraordinary General Meeting held on 2nd March, 2010, your Company is in the process of finalization of raising funds for long term use by issue of securities including EquitySharestothetune of US $30 million equivalent to Rs. 1380 million (at an exchange rate of Rs. 46/- per US Dollar) and it is expected that by December end the necessary funds will be raised.

2] The Company has acquired 100% stake in Briocia Pharma (India) Pvt. Ltd. [BPIPL] and thus the said Company will be 100%subsidiary of your Company. BPIPL is equipped with state of the art manufacturing facilities. Due to acquisition of this unit, the additional capacity available at this plant will be fully utilized and majority of our requirements for Domestic markets will be shifted to this plant. Due to acquisition, the Company has added several large customers like Abbot Laboratories, Emcure Pharmaceuticals Ltd. and Inventia Healthcare Ltd. apart from exports to Costa Rica. Overall the acquisition is expected to enhance the production capacities of the Company and synergies to your Company and will be value accelerative for its stakeholders.

3] The Shares of your Company have been listed on The National Stock Exchange of India Ltd. [NSE]on 15th June, 2010. The Shares are actively traded on The Bombay Stock Exchange Ltd. [BSE] as well as on The National Stock Exchange of India Ltd.

4] Your Company has received approvals from Sri Lanka and Malawi for the facility in Baddi factory. Your Company also received HACCP certification for food facility which is an

International certification parallel to WHO/GMP certification. This will help your Company to get approval from the export markets for food requirements.

MANAGEMENT DISCUSSION AND ANALYSIS

Adetailed analysis of your Companys performance is given in the Management Discussion and Analysis Report, which forms part of this Report.

EXPORT

Your Company is doing good business in the semi regulated and under regulated markets. Your Company has made entry in the UK market and also intends to enter into the US market by introducing its range of nutra ceutical products.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance Compliance along with a certificate of compliance from the Auditors given in this Annual Report forms part of this Report.

AUDITORS REPORT

Note(s) on accounts as referred to in the Auditors Report is/ are self-explanatory and therefore do not call for further comments or explanation.

DIRECTORS

Mr. Ramesh Ramourti, Prof. P. D. Gupte, Mr. Mohan Motwani, Mr. Abhijit Bora, and Mr. A. S. Chandvankar, Directors of the Company retire by rotation and being eligible; offer themselves for reappointment, except Prof. P. D. Gupte who expressed his inability to continue as a Director due to his advanced age and ill health. The resolutions for the Directors seeking reappointment are included in the notice of the Annual General Meeting.

Mr. Ramesh Narayan resigned as a Director on 14th January, 2010 due to his other commitments. The Board placed on record its sincere appreciation for the services rendered by Mr. Ramesh Narayan as well as Prof. P. D. Gupte to the Company duringtheir tenure of Directorship. In the meeting of Board of Directors held on 30th January, 2010, the Board appointed Mr. Ramesh S. Gadgil as an Additional Director. Mr. Gadgil is highly qualified and experienced particularly in the field of pharmaceutical marketing. He has obtained his Masters Degree in Science in Animal Physiology/ Zoology, and is a Fellow of Indian College of Cardiology. His vast and varied experience particularly in the Pharma Industry would be extremely beneficial to the Company.

The Board of Directors in their meeting held on 13th March, 2010 reappointed Mr. Nainish Bora, Executive Director & CFO and Mr. Abhijit Bora, Executive Director, w. e. f. 25th March, 2010 for a period of three years on the revised terms. In the said meeting the Board also reappointed Mr. Gopal Ramourti as Managing Director, for a period of three years from 01.08.2010. Their reappointment and remuneration are beingplaced before theshareholdersfortheirapproval at the ensuingAnnual General Meeting. The information required to be furnished under Clause 49 (IV) (G) of the ListingAgreement is given in the Notice of the Annual General Meeting enclosed to this Annual Report.

STATUTORY AUDITORS

M/s. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, hold office as Auditors of the Company till the conclusion of the forthcoming Annual General Meeting. Your Company has received a certificate from them, pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956, indicatingtheir eligibility and willingness for reappointment. You are requested to appoint the Auditors and fix their remuneration. COST AUDIT

The reports of Mr. S. G. Jog, Cost Accountant in respect of audit of the cost accounts relating to formulations for the year ended 2008-09 has been submitted to the Central Government. The Audit of the Cost Accounts of the Company for the year ended 31st March, 2010 is being conducted by the Cost Auditors, who will submit their report to the Ministry of Corporate Affairs.

FIXED DEPOSITS

The Company has not invited / received any fixed deposits duringtheyear.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, in line with the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DISCLOSURE OF PARTICULARS

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed herewith and forms part of this Report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm -

(a) that in the preparation of the annual accounts, the applicable accountingstandards have been followed and there has been no material departure.

(b) that the selected accounting policies were applied consistently and the directors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the Profit of the Company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) that the annual accounts have been prepared on a going concern basis.

HUMAN RESOURCES

The relationship with the workers at the manufacturing units and other staff continues to be cordial. The Directors wish to place on record their sincere appreciation and gratitude for the services rendered by workers and staff at all levels. Your Company is aware that its own people are the key to future realization of its goals. To this end the Company is initiating steps towards better work environment.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Board of Directors wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Pharma Industry. The Board also acknowledges the support and cooperation your Company has been receiving from its Bankers,Suppliers, Stockists, Retailers and other Business Associates. It will be the Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and cooperation with each other, consistent with consumer interests.

The Board also takes this opportunity to thank all investors, clients, vendors, regulatory and government authorities and Stock Exchanges for their continued and valued support.

By Order of the Board of Directors FOR TWILIGHT LITAKA PHARMA LTD.

RAJENDRA C. BORA CHAIRMAN

Date : 20th August, 2010 Place : Mumbai