Home  »  Company  »  Acrysil Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Acrysil Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2016.

1. Financial Summary/Performance of the Company

The summary of standalone (Company) and consolidated (Company and its subsidiaries) operating results for the financial year under review along with the figures for previous year are as follows:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31.03.2016

31.03.2015

31.03.2016

31.03.2015

1 . Net Sales / Income from Operations

13,886.15

11,640.56

17,382.52

12,710.40

2.

Other Income

224.83

112.11

179.33

68.73

3.

Total Income (1 2)

14,110.98

11,752.67

17,561.85

12,779.13

4.

Total Expenditure

12,059.93

9,596.02

14,443.89

10,356.21

5.

Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4)

2,051.05

2,156.65

3,117.96

2,422.92

6.

Finance Cost

485.67

481.04

799.47

679.75

7.

Depreciation

458.67

359.08

543.09

426.68

8.

Profit before Tax and Minority Interest (5-6-7)

1,106.71

1,316.53

1,775.40

1,316.49

9.

Provision for Taxation

401.65

368.70

560.85

415.51

10.

Net Profit after Tax and before Minority Interest (8-9)

705.06

947.83

1,214.55

900.98

11.

Minority Interest

-

-

123.38

27.88

12.

Net Profit after Tax & Minority Interest (10-11)

705.06

947.83

1,091.16

873.10

Notes: 1. The previous year figures has been regrouped wherever necessary.

2. Performance Review

- Standalone

Yet again, Acrysil recorded the highest ever sales during the year. The Company undertakes aggressive sales promotion activities to create strong brand awareness and also took several growth initiatives to increase volumes during the year. As a result, the company had a year of impressive performance with Sales Turnover (Standalone basis) increasing by 19.29% to Rs.13,886.15 lakhs as against Rs.11,640.56 lakhs in the previous year. Net Profit (Standalone basis) for the year declined from Rs.947.83 lakhs in the previous year to Rs.705.06 lakhs in FY16.

- Consolidated

On consolidated basis, Sales turnover of your Company for the year was Rs.17,382.52 Lakhs as against Rs.12,710.40 Lakhs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.1,775.40 Lakhs against Rs.1,316.49 Lakhs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.1,091.16 Lakhs against Rs.873.10 Lakhs in the previous year.

3. Dividend

Your company is rewarding its shareholders by way of consecutive cash dividends considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio and to support future growth. In view of the good financial performance of your Company, the Board of Directors, in its meeting held on May 23, 2016, has recommended a final dividend of 50% (Rs. 5.00 per Equity Share of Rs.10/- each) on Equity Shares of 10/- for the financial year ended March 31, 2016. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting.

4. Material Changes, Transaction and Commitment/Change in the Nature of Business, if any

There are no material changes and commitments, affecting the financial position of the Company for the year under review. During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. Management Discussion and Analysis (MDA)

Management Discussion and Analysis Report as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate sections forming part of the Annual Report.

6. Share Capital

During the year under review, 5,30,976 equity shares of the face value of Rs.10/- each were issued and allotted on preferential basis. Consequent thereto, total paid up equity share capital of the Company as on March 31, 2016 stands at Rs.5,18,89,760 divided into 51,88,976 equity shares of Rs.10/- each.

During the year, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. Transfer to Reserves

The Company proposes to transfer Rs.300.00 Lakhs to the General Reserves. An amount of Rs.1303.98 Lakhs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

8. Subsidiary Companies

As on March 31, 2016, the Company has six subsidiaries, including two overseas subsidiaries, one step down overseas subsidiaries. All the said subsidiaries of the Company remained operational during the year under review. There has been no material change in the nature of the business of the subsidiaries. Financials of subsidiaries are disclosed in the consolidated financial statements, which forms part of this Annual Report. Pursuant to sub-section (3) of section 129 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statements of a Company''s subsidiaries in Form AOC-1 is attached to the financial statements.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

During the year no company become Company''s Subsidiaries, joint ventures or associate companies during the year;

There were no companies which have ceased to be company''s subsidiaries, joint ventures or associate companies except Acrysil International Limited, Hongkong which has ceased to be Company''s subsidiary during the year under review.

9. Directors and Key Managerial Personnel

The Board of Directors of the Company is led by the Executive Chairman and comprises six other Directors as on March 31, 2016, including one Chairman and Managing Director, five Independent Directors and one Non-Executive Director (other than Independent Directors).

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Chirag Ashwin Parekh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review, the members in their 28th Annual General Meeting held on September 25, 2015 approved the appointment of Shri Arjun Handa as an Independent Director who is not liable to retire by rotation.

Shri Shyam H. Mariwala and Smt. Shetal C. Parekh tendered their resignations from the Board of Directors effective from May 2, 2016 and May 23, 2016 respectively.

The Board of Directors has appointed Dr. Sonal Ambani [DIN:02404841] as an Independent Director of the Company from May 23, 2016 to March 31, 2021 on non-rotational basis, subject to approval of the shareholders. Dr. Sonal Ambani was appointed as an Additional Director, who shall hold office up to the ensuing Annual General Meeting. Based on the disclosures provided by her, she is not disqualified from being appointed as Director as per Section 164 of the Companies Act, 2013. The Board of Directors at its meeting held on May 23, 2016 has also appointed Dr. Sonal Ambani as a member of the Audit Committee, Nomination & Remuneration Committee & Corporate Social Responsibility Committee. The terms and conditions of appointment are placed on the website of the Company www.acrysilcorporateinfo.com.

Mr. Chirag A. Parekh, Chairman and Managing Director, Mr. Damodar Sejpal, Company Secretary and Mr. Anand H. Sharma, Chief Financial Officer are the “Key Managerial Personnel” of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The brief resumes and other relevant documents of the Directors being appointed / re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting, for your perusal.

a. Board Meetings

During the year, 8 (Eight) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

b. Independent Director’s Familiarization Programme

As per requirements under the Listing Agreement, the Company undertook directors'' familiarization programme for Independent Directors in order to familiarize them with business model, management structure, product portfolio, Industry overview, manufacturing operations, internal control system and processes, FOREX management, risk management framework, functioning of various divisions, HR Management, CSR activities etc. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/upload/pdf/ 9390FamiliarisationProgrammeforIndependentdirectors.pdf.

c. Evaluation of Board, Committees and Directors

In line with the statutory requirements enshrined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors on the basis of framework approved by the Nomination and Remuneration Committee.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report which forms part of the Annual Report.

d. Policy on Appointment and Remuneration of Directors

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Board has formulated Nomination and Remuneration Policy is posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/upload/pdf/ 14962328Nomination%20&%20Remuneration%20Policy.pdf.

e. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Auditors

a. Statutory Auditors

The Company''s Auditors M/s. Sanghavi & Co., Chartered Accountants, (Firm Registration No.109099W) have completed more than ten years as Statutory Auditors of the Company. In accordance with the provisions of Section 139 of the Act and Rules made there under, they can continue as Auditors for a further period of one year i.e. up to March 31, 2017. On the recommendation of the Audit Committee, it is proposed to ratify their appointment from the conclusion of 29th Annual General Meeting till the conclusion of 30th Annual General Meeting.

M/s Sanghavi & Co., Chartered Accountants have informed to the Company that their ratification for appointment, if made, would be within the limits prescribed under section 141 of the Act. They have also furnished a declaration confirming that their independence as well as their arm''s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Auditor''s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation /clarification by the Board of Directors as provided under section 134 of the Act.

b. Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Kitchen Sinks under other manufacturing activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants (FRN: 101113) to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of '' 60,000/-, subject to ratification by members. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. S. K. Rajani & Co., Cost Accountants (FRN: 101113) is included at Item No. 6 of the Notice convening the Annual General Meeting.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.P. Shah & Co., a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company. The secretarial audit report for the financial year 2015-16 forms part of the Annual Report as Annexure VI to the Board’s report.

The Secretarial Audit Report is self-explanatory in nature and do not require any further comments and explanations.

The Board has appointed M/s. P.P. Shah & Co., Practicing Company Secretaries, as secretarial auditor of the Company for financial year 2016-17.

d. Auditors’ Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors'' certificate on corporate governance is form part of Annual Report. The auditors'' certificate for financial year 2015-16 does not contain any qualification, reservation or adverse remark.

11. Internal Control System and Compliance Framework

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. Pramod Shah & Associates, as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, there are no major concerns and Controls are strong.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and those systems are adequate and operating effectively.

12. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

13. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In line with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, the Company has adopted a “Policy on Prevention of Sexual Harassment at Workplace” There is no complaint related to the Sexual Harassment received during the year under review.

14. Risk Management and Policy on Risk Management

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

The Board of Directors has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized with the parameters of identification, assessment, monitoring and mitigation of various risks. Policy on Risk Management is posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/upload/pdf/1902risk-management-policy.pdf.

15. Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. It is posted on the intranet of the Company. The same is reviewed by the Audit Committee from time to time.

16. Related Party Transactions and Policy on Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. As provided under section 134[3][h] of the Companies Act, 2013 and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company in the prescribed format is annexed to this report as Annexure - III.

The Board has formulated Policy on Related Party Transactions and posted on the website of the Company and can be accessed at (http://www.acrysilcorporateinfo.com/public/upload/pdf/5203related-party-transcation-policy.pdf).

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees and commission payable to them.

17. Managerial Remuneration and Particulars of Employees

The details pertaining to Remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and statement of particulars of employees is annexed as Annexure IV.

18. Insurance

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, riot, earthquake, floods, terrorism etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

19. Loans, Guarantees Or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

20. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure II.

21. Deposits

Your Company has not accepted/renewed any deposits from the public and the shareholders of the Company and has repaid all the deposit outstanding at the beginning of the year and there has been no default in repayment of deposits or payment of interest thereon during the year, falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

22. Extract of the Annual Return

As per the provisions of section 92[3] of the Act, an extract of the Annual Return in the prescribed form MGT-9 is attached to this report as Annexure -1.

23. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected accounting policies and applied them consistently and 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 at the end of the financial year ended March 31, 2016 and of the profit of the Company for that period;

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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d . that the annual accounts/financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure VII and forms part of this report.

25. Corporate Governance

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in both letter and spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at Acrysil.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

26. Human Resource

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical / functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

27. Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

28. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 205C of the Companies Act, 1956, your Company has transferred Rs.2,83,206/- during the year to the Investor Education and Protection Fund. This amount was lying unclaimed/unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2007-08.

29. Listing of Shares

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited on January 11, 2016.

30. Gratitude & Acknowledgments

Your Directors place on record their earnest appreciation for the unstinted commitment, dedication, hard work and significant contribution made by employees across the globe in ensuring sustained growth of the Company.

Your Directors also sincerely thanks all the stakeholders, business partners, government, other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation and support.

By order of the Board of Directors

Chirag A. Parekh

(DIN: 00298807)

Ahmedabad, August 8, 2016 Chairman & Managing Director

Registered Office:

B-307, Citi Point, J.B. Nagar, Andheri Kurla Road,

Andheri (East). Mumbai - 400 059.

Tel: (91-22) 4015 7817 / 7818 / 7819 - Fax: (91-22) 2825 8052.

CIN: L26914MH1987PLC042283 - Website: www.acrysil.com / www.acrysilcorporateinfo.com


Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2015.

1. Financial summary/Performance of the Company

The summary of standalone (Company) and consolidated (Company and its subsidiaries) operating results for the financial year under review along with the figures for previous year are as follows:

(Rs.in Lacs) Standalone Consolidated

31.03.2015 31.03.2014 31.03.2015 31.03.2014

1. Net Sales/Income from Operations 11640.56 10370.96 12710.40 10646.07

2. Other Income 112.11 76.62 68.73 64.76

3. Total Income (1 2) 11752.67 10447.58 12779.13 10710.83

4. Total Expenditure 9596.02 8632.31 10356.21 8790.94

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 2156.65 1815.27 2422.92 1919.89

6. Finance Cost 481.04 343.58 679.75 402.21

7. Depreciation 359.07 419.61 426.68 481.70

8. Profit before Tax and Minority Interest(5-6-7) 1316.53 1052.08 1316.49 1035.99

9. Provision for Taxation 368.70 253.98 415.51 262.01

10. Net Profit after Tax and before Minority Interest (8-9) 947.83 798.11 900.98 773.98

11. Minority Interest - - 27.88 (1.71)

12. Profit after Tax (10 11) 947.83 798.11 873.10 772.27

Notes: 1 The Previous year figures has been regrouped wherever necessary

2. Performance Review

- Standalone

Once again, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.11640.56 Lacs against Rs.10370.96 Lacs in the previous year. The net profit for the year was Rs.947.83 Lacs compares to Rs.798.11 in the previous year.

- Consolidated

On the consolidated basis, Sales turnover of your Company for the year was Rs.12710.40 Lacs as against Rs.10646.07 Lacs in the previous year. The Consolidated Profit before Taxation and Minority was Rs.1316.49 Lacs against Rs.1035.99 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.873.10 Lacs against Rs.772.27 Lacs in the previous year.

3. Dividend

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40% (Rs.4.00 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ended March 31,2015 subject to approval of shareholders at the ensuing Annual General Meeting.

4. Material Changes, Transaction and Commitment/Change in the nature of business, if any

There is no change in the nature of the business of the Company for the year under review.

During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. Management Discussion and Analysis (MDA)

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report

6. Share Capital

During the year under review, 1,50,000 equity shares of the face value of Rs.10/- each were issued and allotted on conversion of preferential warrants allotted to Promoter Group company. Consequent thereto, total paid up equity share capital of the Company as on 31st March 2015 stands at Rs.4,65,80,000 divided into 46,58,000 equity shares of Rs.10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. Transfer to Reserves

The Company proposes to transfer Rs.314.35 Lacs to the General Reserves. An amount of Rs.721.65 Lacs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

8. Subsidiary companies

As on 31st March, 2015, the Company has eight subsidiaries, including three subsidiaries overseas, two step down subsidiaries overseas. All the said subsidiaries of the Company remained operational during the year under review. There has been no material change in the nature of the business of the subsidiaries. Financials of subsidiaries are disclosed in the consolidated financial statements, which forms part of this Annual Report. Pursuant to sub-section (3) of section 129 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statements of a Company's subsidiaries in Form AOC-1 is attached to the Accounts.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

The following companies have become Company's Subsidiaries, joint ventures or associate companies during the year;

9. Directors and Key Managerial Personnel

The Board of Directors of the Company is led by the Executive Chairman and comprises six other Directors as on 31st March 2015, including one Chairman and Managing Director, five Independent Directors and one Non-Executive Director (other than Independent Directors).

During the year under review, the members, in their Annual General Meeting held on 24th September, 2014, approved the appointments of Mrs. Shetal Chirag Parekh as a non-executive Non-Independent Director who is liable to retire by rotation and of Mr. Shyam H. Mariwala, Mr. Pradeep H. Gohil, Mr. Jagdish R. Naik and Mr. Ajit Sanghvi as Independent Directors who are not liable to retire by rotation.

During the year under review, Mr. Arjun S. Handa was appointed as Additional Director (Independent) on the Board with effect from February 10, 2015. We seek your confirmation for appointment of Mr. Arjun S. Handa as Independent Director for a term upto five consecutive years i.e. from September 25, 2015 to March 31, 2020, on non-rotational basis. Based on disclosures provided by him, he is not disqualified from being appointed as Directors as per section 164 of the Companies Act, 2013.

All the Independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreement with Stock Exchanges.

Mrs. Shetal Chirag Parekh, Non Executive Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment.

At the Board Meeting held on August 12,2014, Mr. Chirag A. Parekh, Chairman and Managing Director and Mr. Damodar Sejpal, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The brief resumes and other relevant documents of the Directors being appointed / re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting, for your perusal.

a. Board meetings

During the year, eight Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board meeting dates are finalised in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

b. Independent Director's familiarization Programme

As per requirements under the Listing Agreement, the Company undertook directors' familiarization programme for Independent Directors in order to familiarise them with business model, management structure, product portfolio, Industry overview, manufacturing operations, internal control system and processes, FOREX management, risk management framework, functioning of various divisions, HR Management, CSR activities etc. Details of such familiarization programme is placed on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/ public/upload/pdf/9390 Familiarisation Programme for Independent directors.pdf).

c. Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report which forms part of the Annual Report.

d. Policy on appointment and remuneration of Directors

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Board has formulated Nomination and Remuneration Policy and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/ public/ upload/ pdf/2328 Nomination %20&%20Remuneration %20Policy.pdf)

10. Auditors

a. Statutory Auditors

Your Company's statutory auditors, M/s. Sanghavi & Co., Chartered Accountants, Bhavnagar, retire at the conclusion of ensuing Annual General Meeting. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for re-appointment, holding peer review certificate.

Audit Committee and the Board recommend their reappointment.

The remarks as contained in the Auditor's Report read with Notes forming part of the accounts are self-explanatory.

b. Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Kitchen Sinks under other manufacturing activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs.60,000/-, subject to ratification by members. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. S. K. Rajani & Co., Cost Accountants is included at Item No. 6 of the Notice convening the Annual General Meeting.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.P.Shah & Company, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure VI". The Secretarial Audit Report is self explanatory in nature and do not require any further comments and explanations.

11. Internal Control System And Compliance Framework

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. Pramod Shah & Associates as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such system are adequate and operating effectively.

12. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

14. Risk Management and Policy on Risk Management Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise.

The Board has formulated Policy on Risk Management and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com /public/upload/pdf/1902risk-management-policy.pdf)

15. Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. It is posted on the intranet of the Company. The same is reviewed by the Audit Committee from time to time.

16. Related party transactions and Policy on Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details on Related Party Transactions in Form AOC - 2 has been enclosed as Annexure III.

The Board has formulated Policy on Related Party Transactions and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/public /upload/pdf/5203related-party-transcation-policy.pdf).

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees and commission payable to them.

17. Managerial Remuneration and Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and statement of particulars of employees is annexed as Annexure IV.

18. Insurance

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

19. Loans, Guarantees Or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

20. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. During the year, the Company undertook several initiatives under the CSR program. The details of CSR policy and CSR activities undertaken during the year are annexed herewith as Annexure II.

21. Deposits

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

22. Extract of the Annual Return

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure I.

23. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31st March 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected accounting policies and applied them consistently and 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 at the end of the financial year ended 31st March 2015 and of the profit of the Company for that period;

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,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d . that the annual accounts/financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is given as Annexure VII and forms part of this report.

25. Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this report

26. Human Resource

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical/ functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

27. Disclosures under Section 134(3)0) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

28. Gratitude & Acknowledgments

Your Directors place on record their earnest appreciation for the unstinted commitment, dedication, hard work and significant contribution made by employees across the globe in ensuring sustained growth of the Company.

Your Directors also sincerely thanks all the stakeholders, business partners, government, other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation and support.

For and on behalf of the Board of Directors

Mumbai Chirag A. Parekh

August 14, 2015 (DIN: 00298807)

Chairman & Managing Director

Registered Office:

704, Centre Point, J. B. Nagar, Andheri-Kurla Road,

Andheri (East), Mumbai - 400 059 (India)

Phone: (022) 66711101, 66711105 - Fax: (022) 66711109 CIN: L26914MH1987PLC042283 www.acrysilcorporateinfo.com www.acrysil.com


Mar 31, 2014

THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Seventh Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of consolidated (Company and its subsidiaries) and standalone (Company) Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs) Particulars Standalone Consolidated

As on 31.03. 2014 As on 31.03.2013 As on 31. 03.2014 As on 31.0 3.2013

1. Net Sales/ Income from Operations 10370.96 7844.93 10646.07 7957.81

2. Other Income 76.62 80.51 64.76 55.50

3. Total Income (1 2) 10447.58 7925.44 10710.83 8013.31

4. Total Expenditure 8632.31 6564.16 8790.94 6632.69

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1815.27 1361.28 1919.89 1380.62

6. Finance Cost 343.58 265.71 402.21 327.29

7. Depreciation 419.61 379.41 481.70 437.01

8. Profit before Tax and Minority Interest (5-6-7) 1052.08 716.16 1035.99 616.32

9. Provision for Taxation 253.98 165.70 262.01 134.78

10.Net Profit after Tax and before Minority Interest (8-9) 798.11 550.46 773.98 481.54

11. Minority Interest - - (1.71) 1.81

12. Profit After Tax (10 11) 798.11 550.46 772.27 483.36

Notes: 1. The previous year figures has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY

PERFORMANCE

- Standalone

First time in history, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes, which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.10370.96 Lacs against Rs.7844.93 Lacs in the previous year. The net profit for the year was Rs.798.11 Lacs compared to Rs.550.46 Lacs in the previous year.

- Consolidated

On a consolidated basis, Sales turnover of your Company for the year was Rs.10646.07 Lacs against Rs.7957.81 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.1035.99 Lacs against Rs.616.32 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.772.27 Lacs against Rs.483.36 Lacs in the previous year.

DIVIDEND

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40% (Rs.4.00 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ended 31st March, 2014 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

Your company proposed to transfer Rs.200.00 Lacs to the General Reserves. An amount of Rs.387.14 Lacs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

EXPORT MARKET

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs.7632.70 Lacs compared to previous year figure i.e. Rs.6102.42 Lacs. The export revenue, as a percentage of net sales stood at 73.59% in fiscal 2013-2014.

DOMESTIC MARKET

Sales jumped from Rs.1742.51 Lacs to Rs.2738.26 Lacs, recording 57.14% growth as compared to previous year. We plan to further increase domestic sales by launching new models, catering to new projects and aggressive promotion.

REVIEW OF OPERATIONS

- Standalone:

The Company has achieved Turnover of Rs.10370.96 Lacs compared to previous year of Rs.7844.93 Lacs, recording 32.20% higher. The Operating Profit before Interest, Depreciation and Tax is Rs.1815.27 Lacs against Rs.1361.28 Lacs in the previous year. The Profit before Tax is Rs.1052.08 Lacs against Rs.716.16 Lacs in the previous year. The Net Profit after Tax for the year is Rs.798.11 Lacs compared to Rs.550.46 Lacs in previous year.

- Consolidated:

The Company has achieved Turnover of Rs.10646.07 Lacs against Rs.7957.81 Lacs in the previous year. The Operating Profit before Interest, Depreciation, Tax and Minority Interest is Rs.1919.89 Lacs against Rs.1380.62 Lacs in the previous year. The Profit before Tax and Minority Interest is Rs.1035.99 Lacs compared to Rs.616.32 Lacs in previous year. The Net Profit after Tax and minority interest for the year is Rs.772.27 Lacs compared to 483.36 Lacs in previous year.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section, which forms part of the Annual Report.

NEW PRODUCTS

Your Company has launched bathroom products (wash basins) and cooking range during the year and received tremendous response from the market.

SUBSIDIARY COMPANIES

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Sternhagen Bath Private Limited (formally known as Acrysil Quartz Private Limited)

3. Acrysil GmbH, Germany

4. Acrysil Appliances Limited

ACCOUNTS OF SUBSIDIARIES

In pursuant to conditions specified in General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2014 have not been attached to the Annual Report. Copies of these annual accounts and related information will be made available on request. The annual accounts of the subsidiary companies will be available at the registered office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION

1) ISO 9001: 2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY, BSCI (BUSINESS SOCIAL COMPLIANCE INITIATIVES) – CODE OF CONDUCT:

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification and BSCI (Business Social Compliance Initiatives) – Code of Conduct. Your company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS

Your Company is also complying standards including CE Marking, CSA, IAPMO, USA – International Association of Plumbing and Mechanical Officials and EN 13310.

DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Ashwin M. Parekh (DIN: 00295001), Executive Chairman of the Company has resigned w.e.f. 31st October, 2013. The Board of Director placed on record the invaluable contributions of Mr. Ashwin M. Parekh towards the progress of the Company. He was conferred designation of "Chairman Emeritus" of the Company so that his counsel and advise emanating from his vast experience would continue to be available to the Board and the Company.

Dr. Minoo D. Daver (DIN: 00024709), Director of the Company has expired on 20th January, 2014. The Board of Directors had expressed their condolence for sad demise of the Director Dr. Minoo D. Daver. The Board of Director placed on record the invaluable contributions of Dr. Minoo D. Daver towards the progress of the Company.

Mr. M. Nageswara Rao (DIN: 01009445), Director of the Company has resigned w.e.f. 29th January, 2014. The Board of Director placed on record the invaluable contributions of Mr. M. Nageswara Rao towards the progress of the Company.

Mr. Rustam N. Mulla (DIN: 00328070), Director of the Company has resigned w.e.f. 25th April, 2014. The Board of Director placed on record the invaluable contributions of Mr. Rustam N. Mulla towards the progress of the Company.

Mr. Chirag A. Parekh (DIN: 00298807), Chairman & Managing Director, retires by rotation and being eligible, offer himself for re-appointment.

The Board at its meeting held on 12th August, 2014, subject to approval of the shareholders, appointed Mr. Jagdish R. Naik (DIN 00030172), Mr. Ajit R. Sanghvi (DIN 00340809), Mr. Pradeep H. Gohil (DIN 03022804) and Mr. Shyam Mariwala (DIN 00350235), existing Independent Directors, as Independent Directors on the Board of Directors of the Company, for a period of five consecutive years from 1st April, 2014 upto 31st March, 2019, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("the Act") read with Schedule IV of the Act.

Mrs. Shetal C. Parekh (DIN: 03018222) was appointed as an Additional Director of the Company w.e.f. 12th August, 2014. It is proposed to appoint her as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends her appointment.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the Company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

Pursuant to the provisions of Sections 203, 178 and other applicable provisions of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board at its aforesaid meeting also appointed Mr. Chirag Parekh, Chairman & Managing Director, Mr. Damodar Sejpal, Company Secretary, as Whole-time Key Managerial Personnel of the Company.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC:

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR''S AND THEIR REPORT

STATUTORY AUDITORS

M/s. Sanghavi & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and relevant certification from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. Sanghavi & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COST AUDITOR

Your Company had appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of your Company for the financial year 2014-15 to conduct the audit of the cost records of your Company.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs.50,000 (Rupees Fifty Thousands only) excluding out of pocket expenses, if any.

The Board of Directors has, on recommendation of the Audit Committee, at its meeting held on 26th May, 2014 appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of the Company for audit of cost accounting records of its activities for manufacturing of Quartz Kitchen Sinks for the financial year 2014-15 and has also fixed the remuneration for audit of cost accounting records for the said financial year. In terms of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014, it is proposed by the Board to recommend the remuneration approved in its meeting, for ratification by the shareholders in the ensuing Annual General Meeting of the Company.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS

In compliance with the applicable provisions of Section 73 & 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2014 were either paid or renewed and e-forms DPT-3 and DPT-4 filed with Registrar of Companies, Mumbai, Maharashtra.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2014 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNACE

Your Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed as a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

In line with the provisions of the Companies Act, 2013 and rules made thereunder ("the Act"), a Corporate Social Responsibility (CSR) Committee has been formed by the Board of Directors in their meeting held on 13th March, 2014.

Mr. Chirag A. Parekh (DIN:00298807), Chairman and Managing Director, Mr. Pradeep H. Gohil (DIN:03022804), Director and Mr. Shyam H. Mariwala (DIN:00350235), Director, are the members of the CSR Committee. The Board of Directors at their meeting held on 13 th March, 2014 approved a CSR policy as recommended by the CSR Committee which include, inter alia, the CSR activities falling under the purview of Schedule VII of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS – 21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in this Annual Report.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

PERSONNEL

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1975 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors

Mumbai Chirag A. Parekh

12th August, 2014 Chairman and Managing Director

Registered Office:

704, Centre Point,

J.B. Nagar, Anadheri – Kurla Road,

Andheri (East), Mumbai – 400 059

Tel.: 022-6671 1101/05

Fax: 022- 6671 1109

CIN: L26914MH1987PLC042283

Website: www.carysil.com


Mar 31, 2013

To, THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The summary of consolidated (Company and its subsidiaries) and standalone (Company) Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs)

Particulars Standalone Consolidated As on As on As on As on 31.03.2013 31.03.2012 31.03.2013 31.03.2012

1. Net Sales/Income from Operations 7844.93 6215.58 7957.81 6262.26

2. Other Income 80.51 89.10 55.50 63.96

3. Total Income (1 2) 7925.44 6304.68 8013.31 6326.22

4. Total Expenditure 6564.16 5238.03 6639.91 5504.05

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1361.28 1066.65 1373.40 822.17

6. Finance Cost 265.71 204.17 327.29 267.42

7. Depreciation 379.41 331.81 437.01 381.19

8. Profit before Tax and Minority Interest (5-6-7) 716.16 530.67 609.10 173.56

9. Provision for Taxation 165.70 136.50 134.78 23.73

10. Net Profit after Tax and before Minority Interest (8-9) 550.46 394.17 474.32 149.82

11. Minority Interest - - 9.03 13.59

12. Profit After Tax (10 11) 550.46 394.17 483.35 163.41



Note: The previous year figure has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY

PERFORMANCE

- Standalone

Once again, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes, which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.7844.93 Lacs against Rs.6215.58 Lacs in the previous year. The net profit for the year was Rs.550.46 Lacs compared to Rs.394.17 Lacs in the previous year.

- Consolidated

On a consolidated basis, Sales turnover of your Company for the year was Rs.7957.81 Lacs against Rs.6262.26 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.609.10 Lacs against Rs.173.55 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.483.35 Lacs against Rs.163.41 Lacs in the previous year.

DIVIDEND

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 33% (Rs.3.30 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ending 31st March, 2013 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

Your company proposed to transfer Rs.342.60 Lacs to the General Reserves. An amount of Rs.25.85 Lacs is proposed to be retained in the

Statement of Profit and Loss of standalone financials.

EXPORT MARKET

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs.5994.25 Lacs compared to previous year figure i.e. Rs.4945.05 Lacs. The export revenue, as a percentage of net sales stood at 76.40% in fiscal 2012-2013.

DOMESTIC MARKET

Sales jumped from Rs.1335.47 Lacs to Rs.1899.17 Lacs, recording 42.21% growth as compared to previous year. We plan to further increase domestic sales by launching new models, catering to new projects and aggressive promotion.

REVIEW OF OPERATIONS

- Standalone

The Company has achieved Turnover of Rs.7844.93 Lacs compared to previous year of Rs.6215.58 Lacs, recording 26.21% higher. The Operating Profit before Interest, Depreciation and Tax is Rs.1361.28 Lacs against Rs.1066.65 Lacs in the previous year. The profit before tax is Rs.716.16 Lacs against Rs.530.67 Lacs in the previous year. The Net Profit After Tax for the year is Rs.550.46 Lacs compared to Rs.394.17 Lacs in previous year.

- Consolidated

The Company has achieved Turnover of Rs.7957.81 Lacs against Rs.6262.26 Lacs in the previous year. The Operating Profit before Interest, Depreciation, Tax and Minority Interest is Rs.1373.40 Lacs against Rs.822.17 Lacs in the previous year. The Profit before Tax and Minority Interest is Rs.609.10 Lacs compared to Rs.173.56 Lacs in previous year. The Net Profit After Tax and minority interest for the year is Rs.483.35 Lacs compared to Rs.163.41 Lacs in previous year.

NEW PRODUCTS

Your Company has launched series of kitchen appliances products during the year and received tremendous response from the market. The products launched are Chimneys, Cooktops, Hoods, Hobs, Ovens, Dish Washers and Wine Chillers.

SUBSIDIARY COMPANIES

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Acrysil Quartz Private Limited

3. Acrysil GmbH, Germany

4. Acrysil Appliances Limited (Incorporated on 4th April, 2013 and received Certificate of Commencement of Business on 19th April, 2013)

ACCOUNTS OF SUBSIDIARIES

In pursuant to conditions specified in General Circular No. 2/2011 dt. 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2013 have not been attached to the Annual Report. Copies of these annual accounts and related information will be made available on request. The annual accounts of the subsidiary companies will be available at the registered office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION

1) ISO 9001:2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS

Your Company is also complying with standards including CE Marking and CSA.

DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Apurva Shah, Director of the Company has resigned w.e.f 31st August, 2012. The Board notes with appreciation the contribution of Shri Apurva Shah to the Company in its formative years.

Mr. Pradeep H. Gohil was appointed as Additional Director of the Company w.e.f 28th January, 2013. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends his appointment.

Mr. Shyam Mariwala was appointed as Additional Director of the Company w.e.f 27th July, 2013. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends his appointment.

Mr. Jagdish R. Naik and Mr. Ajit R. Sanghvi retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR''S AND THEIR REPORT

STATUTORY AUDITORS

M/s.Sanghavi & Co. Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Sanghavi & Co. as Statutory Auditors for the financial year 2013-14.

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no clarification.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2013 were either paid or renewed.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2013 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNACE

Your Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed as a part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS–21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated

Financial Statements in this Annual Report.

PERSONNEL

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.



For and on behalf of the Board of Directors

Mumbai Ashwin M. Parekh

27th July, 2013 Executive Chairman

Registered Office:

704, Centre Point,

J. B. Nagar,

Andheri–Kurla Road,

Andheri (East),

Mumbai - 400 059 (India).


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fifth Annual Report and the Audited Statement of Accounts for the year ended 31 st March, 2012.

FINANCIAL RESULTS:

The summary of consolidated (Company and its subsidiaries) and standalone (Company) financial results for the year under review along with the figures for previous year are as follows:-

(Rs in Lacs)

Particulars Standalone Consolidated

As on As on As on As on 31.03.2012 31.03.2011 31.03.2012 31.03.2011

1. Net Sales/Income from Operations 6222.92 5540.38 6269.59 5521.20

2. Other Income 89.10 37.26 63.96 24.20

3. Total Income (1 2) 6312.02 5577.64 6333.55 5545.40

4. Total Expenditure 5238.03 4405.39 5504.05 4462.20

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1073.99 1172.25 829.50 1083.20

6. Finance Cost 211.51 129.62 274.76 130.17

7. Depreciation 331.81 285.78 381.19 288.72

8. Profit before Tax and Minority Interest (5-6-7) 530.67 756.85 173.55 664.31

9. Provision for Taxation 136.50 151.28 23.73 151.37

10. Net Profit after Tax and before Minority Interest (8-9) 394.17 605.57 149.82 512.94

11. Minority Interest - - 13.59 1.51

12. Profit After Tax (10 11) 394.17 605.57 163.41 514.45

Note: 1. The previous year figure has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY:

PERFORMANCE:

Standalone:

During the current financial year, your Company took various growth initiatives to improve its volume, which helped the Company to post an impressive performance for the year. Sales turnover for the year was Rs 6222.92 Lacs against Rs 5540.38 Lacs in the previous year. The net profit for the year was Rs 394.17 Lacs compared to Rs 605.57 Lacs of previous year.

Consolidated:

On a consolidated basis, Sales turnover of your Company for the year was Rs 6269.59 Lacs against Rs 5521.20 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs 173.55 Lacs against Rs 664.31 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs 163.41 Lacs against Rs 514.45 Lacs in the previous year.

DIVIDEND:

Your company has a consistent dividend policy of balancing the dual objective of appropriately regarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40 % on Equity Shares of Rs 10/- for the financial year ending 31st March, 2012 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

Your company proposed to transfer Rs 300 Lacs to the General Reserves. An amount of Rs 57.20 Lacs is proposed to be retained in the Statement of Profit & Loss of standalone financials.

ISSUE OF BONUS SHARES:

The Board of Directors have recommended issue of Bonus Shares in the proportion of 1(one) equity share for every 2(two) equity shares held, subject to the approval of the shareholders at the forthcoming Annual General Meeting to be held on 15th September, 2012.

EXPORT MARKET:

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs 4982.75 Lacs compared to previous year figure i.e. Rs 4672.58 Lacs. The export revenue, as a percentage of net sales stood at 80.07% in fiscal 2012.

DOMESTIC MARKET:

Sales jumped from Rs 868.00 Lacs to Rs 1240.17 Lacs, recording 42.88% growth as compared to previous year. We plan to further increase domestic sales by way of launching new models, catering new projects and aggressive promotion.

REVIEW OF OPERATIONS:

Standalone

The Company has achieved Turnover of Rs 6222.92 Lacs compared to previous year of Rs 5540.38 Lacs, recording 12.32% higher. The operating profit before finance cost, depreciation and tax is Rs 1073.99 Lacs against Rs 1172.25 Lacs of the previous year. The profit before tax is Rs 530.67 Lacs against Rs 756.85 Lacs of the previous year. The Net Profit After Tax for the year is Rs 394.17 Lacs compared to Rs 605.57 Lacs of previous year.

Consolidated

The Company has achieved Turnover of Rs 6269.59 Lacs against Rs 5521.20 Lacs of the previous year. The operating profit before finance cost, depreciation, tax and minority interest is Rs 829.50 Lacs against Rs 1083.20 Lacs of the previous year. The profit before tax and minority interest is Rs 173.55 Lacs compared to Rs 664.31 Lacs of previous year. The Net Profit After Tax and minority interest for the year is Rs 163.41 Lacs compared to Rs 514.45 Lacs of previous year.

SUBSIDIARY COMPANIES:

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Acrysil Quartz Private Limited

3. Acrysil GmbH, Germany

EXPANSION/DIVERSIFICATION:

To cater new market and demand, Company is planning to increase its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION:

1) ISO 9001:2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS:

Your Company is also complying standards including CE Marking and CSA.

DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

By reason of the provisions of Section 283(1)(g) of the Companies Act,1956, read with Article 113(1)(g) of the Articles of Association of the Company, Mr. Vrajlal C. Mehta ceased to be a director of the Company during the year. The Board notes with appreciation the contribution of Mr. Vrajlal C. Mehta to the Company in its formative years.

Mr. Rustam N. Mulla and Dr. Minoo D. Daver retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC:

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of directors)Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR'S AND THEIR REPORT

STATUTORY AUDITORS:

There is a qualification in the Auditors' Report regarding non-receipt of disclosures from one director of the Company, namely Mr. Vrajlal C. Mehta, as required under the provisions of Section 274(1)(g) of the Companies Act,1956. The said Director has ceased to be a director of the Company during the year.

M/S Sanghavi & Co.. Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Sanghavi & Co. as the Statutory Auditors of the Company for the financial year 2012-13.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover by company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS:

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/ renewal on or before 31st March, 2012 were either paid or renewed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2012 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in this Annual Report.

PERSONNEL:

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors

Bhavnagar Ashwin M. Parekh

August 14, 2012 Executive Chairman

Registered Office: 704, Centre Point, J.B. Nagar, Andheri – Kurla Road, Andheri (East), Mumbai - 400 059 (India).


Mar 31, 2011

THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Forth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:-

(Rs. in Lacs) Particulars Standalone Consolidated As on 31.03.2011 As on 31.03.2010 As on 31.03.2011

1. Net Sales/Income from Operations 5545.24 4603.20 5526.05

2. Other Income 37.26 20.35 24.20

3. Total Income (1+2) 5582.50 4623.55 5550.25

4. Total Expenditure 4410.65 3503.30 4467.45

5. Operating Profit before Interest, Depreciation,Tax and Minority Interest (3-4) 1171.85 1120.25 1082.80

6. Interest 1 24.75 90.27 125.30

7. Depreciation 285.78 265.21 288.72

8. Profit before Tax and Minority Interest (5-6-7) 761.32 764.77 668.78

9. Provision for Taxation 151.28 156.62 151.37

10. Prior period adjustment (net) (4.47) (17.19) (4.47)

11. Net Profit after Tax and before Minority Interest (8-9+10) 605.57 590.96 512.94

12. Minority Interest — — 1.51

13. Profit After Tax (11+12) 605.57 590.96 514.45

Notes: 1. This is the first year of publishing Consolidated Results of the Company; hence the figures for the corresponding previous periods are not presented.

2. The previous year figures have been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY: PERFORMANCE:

Standalone:

During the financial year under review, your Company took various growth initiatives to improve Sales volumes, which resulted in an impressive performance for the year. Sales Turnover for FY11 stood at Rs. 5545.24 Lacs against Rs. 4603.20 Lacs in the previous year, while Net Profit for the year was Rs. 605.57 Lacs compared to Rs. 590.96 Lacs in the previous year.

Consolidated:

On a consolidated basis, Sales Turnover of your Company for the year was Rs. 5526.05 Lacs. The Consolidated Profit before Taxation and Minority Interest stood at Rs. 668.78 Lacs, while the Consolidated Profit after Tax and Minority Interest was Rs. 514.45 Lacs.

DIVIDEND:

Your Company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases in dividend over its history.

Considering the achievement of targets for the year and growth of the business, the Directors are pleased to recommend a dividend of 40% on Equity Shares of Rs.10 for the financial year ending 31st March, 2011 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

Your company proposed to transfer Rs. 450 Lacs to the General Reserves. An amount of Rs. 331.96 Lacs is proposed to be retained in the Profit and Loss Account.

EXPORT MARKET:

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year under review, your Companys Income from Export Sales stood at Rs. 4677.44 Lacs compared to Rs. 3886.88 Lacs in the previous year. Export Revenue, as a percentage of Net Sales stood at 84.35% in fiscal 2011.

DOMESTIC MARKET:

Sales jumped from Rs.680 Lacs to Rs. 868 Lacs, recording 27.65% growth as compared to previous year. We plan to further increase domestic sales by way of launching new models, catering new projects and aggressive promotion.

REVIEW OF OPERATIONS:

Standalone:

The Company has achieved a Turnover of Rs. 5545.24 Lacs compared to Rs. 4603.20 Lacs in the previous year, recording a growth of 20.46%. The operating profit before interest, depreciation and tax stood at Rs. 1171.85 Lacs as against Rs.1120.25 Lacs in the previous year. Profit Before Tax for the year stood at Rs. 761.32 Lacs as against Rs. 764.77 Lacs in the previous year. Net Profit After Tax showed a marginal increase of 2.47% and stood at Rs. 605.57 Lacs as compared to Rs. 590.96 Lacs in the previous year.

Consolidated:

On a consolidated basis, the Company posted a Turnover of Rs. 5526.05 Lacs while the operating profit before interest, depreciation, tax and minority interest stood at Rs. 1082.80 Lacs. Profit before tax and minority interest for the year was Rs. 668.78 Lacs, and Net Profit After Tax and minority interest stood at Rs. 514.45 Lacs.

SUBSIDIARY COMPANIES:

Your Company has interests in several businesses and has a global presence with operations in various countries across the globe either directly or through its Subsidiary Companies. The following three subsidiaries were set up / acquired during the year:

1. Acrysil Steel Private Limited

2. Acrysil Quartz Private Limited

3. Acrysil GmbH, Kdln - Germany (acquired by Acrysil Limited)

ACCOUNTS OF SUBSIDIARIES:

Pursuant to the conditions specified in General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2011 and accordingly they have not been attached to the Annual Report. Copies of these annual accounts and related information are available on request. The annual accounts of the subsidiary companies will be available at the Registered Office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION:

The Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks from 200,000 to 220,000 nos. per annum.

CERTIFICATIONS:

1) ISO 9001:2000:

Your Company has ISO 9001:2000 certification, which is internationally recognized for the production and quality systems. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification lends international recognition to the company and will help boost exports.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY:

Your Company has received ISO 14001:2004 OHSAS & BIS- 18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS:

Your Company is also complying standards including CE Marking and CSA.

DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in business and industry.

Mr. Nageswara Rao and Mr. Apurva R. Shah retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC:

In accordance with the requirements of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITORS AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

M/s Sanghavi & Co., the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s Sanghavi & Co. as the Companys Auditors.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover by company for providing against the public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS:

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/ renewal on or before 31st March, 2011 were either paid or renewed.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:-

1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state

3. of affairs of the Company as at the end of 31st March, 2011 and the profit of the Company for the year ended on that date.

4. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

5. The Annual Accounts of the company have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS - 21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in this Annual Report.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO IEPF:

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

PERSONNEL:

The Company enjoys cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956, information for the same is not furnished.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors

Bhavnagar Ashwin M. Parekh 23rd May, 2011 Executive Chairman

Registered Office: 704, Centre Point, J.B. Nagar, Andheri - Kurla Road, Andheri (East), Mumbai - 400 059 (India).


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:—

(Rs. in Lacs)

As on As on 31.03.2010 31.03.2009

1 Net Sales/Income from Operations 4576.70 5062.28

2 Other Income 20.35 21.98

3 Total Income (1+2) 4597.05 5084.26

4 Total Expenditure 3503.30 3782.31

5 Operating Profit before Borrowing Cost,

Depreciation and Tax (3-4) 1093.75 1301.95

6 Borrowing Cost 63.77 205.18

7 Depreciation 265.21 210.01

8 Profit before Tax (5-6-7) 764.77 886.76

9 Provision for Taxation 156.62 160.44

10 Prior period adjustment(net) (17.19) 12.00

11 Net Profit after Tax (8-9+10) 590.96 738.32

OPERATIONS OF THE COMPANY:

PERFORMANCE:

As you all aware that the global recession affected the world economy. The financial year witness the global meltdown and financial ups and down. In spite of this, the Companys sales turnover and profit just fell marginally. Sales turnover for the year was Rs. 4576.70 lacs against Rs. 5062.28 lacs in the previous year. The net profit for the year was Rs.590.96 compared to Rs. 738.32 lacs of previous year. The Companys profit fell mainly because of a depreciated foreign currency affecting the export revenues/margins.

DIVIDEND :

Your Directors recommend a dividend of 40 % on Equity Shares of Rs. 10/- for the year ended March 31, 2010 subject to the approval of shareholders at the ensuing Annual General Meeting.

EXPORT MARKET :

Company had put significant efforts to promote sales in emerging countries. Hence, inspite of global meltdown, export sales marginally fell from Rs.4569.95 lacs to Rs. 3860.37 lacs.

Companys focus continues on emerging and high potential markets.

DOMESTIC MARKET:

Sales jumped from Rs. 470 lacs to Rs. 680 lacs, recording 44.68 % growth as compared to previous year. We plan to further increase domestic sales by way of launching new models, catering new projects and aggressive promotion.

REVIEW OF OPERATIONS:

The Company has achieved Turnover of Rs. 4576.70 lacs compared to previous year of Rs. 5062.28 lacs, recording 10% lower. The operating profit before borrowing cost, depreciation and tax is Rs. 1093.75 lacs against Rs. 1301.95 lacs of the previous year. The profit before tax is Rs. 764.77 lacs against Rs. 886.76 lacs of the previous year. The Net Profit After Tax for the year is Rs.590.96 lacs compared to Rs 738.32 lacs of previous year which is 20 % lower compared to previous year.

EXPANSION / DIVERSIFICATION :

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks from 1,80,000 to 2,00,000 Nos. per annum.

Company plans to float a subsidiary to manufacture Stainless Steel Kitchen Sinks and other allied products.

EQUITY SHARE CAPITAL:

During the year ended 31st March, 2010, the Company received notices from warrants holders for exercising the conversion option in respect of 1,41,000 warrants at a price of Rs. 36.50 out of 4,00,000 warrants, whereupon the Company allotted 1,41,000 equity shares of Rs. 10/- each to the warrant holders. Consequent upon the allotment of these shares, the paid-up Share Capital of the Company stands increased to Rs. 2,97,20,000. The warrants / shares issued / to be issued are lock-in for three years from the date of allotment of warrants.

CERTIFICATION :

1) ISO 9001: 2000:

Your Company is having status of ISO 9001:2000 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY:

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS:

Your Company is also complying standards including CE Marking and CSA.

DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. A. R. Sanghavi and Mr. J.R. Naik retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC :

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of directors)Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITORS AND THEIR REPORT :

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

M/S Sanghavi & Co. the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956. The directors recommend the re-appointment of M/S Sanghavi & Co. as the Companys Auditors.

INSURANCE :

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover by company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS :

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2010 were either paid or renewed.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:-

1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state.

3. of affairs of the Company as at the end of 31 st March, 2010 and the profit of the Company for the year ended on that date.

4. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

5. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

It is not mandatory for our Company to adopt Corporate Governance, though your Company is among the few who has voluntarily adopted Corporate Governance Compliances from the year 2008-2009.Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Over and above the statutory requirements, your Company has implemented several best corporate governance practices as prevalent globally.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO IEPF :

Pursuant to the provisions of Section 205(A) of the Companies Act,, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

PERSONNEL:

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENTS :

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors,

Ashwin M. Parekh Executive Chairman

Bhavnagar: 24th May, 2010

Registered Office:

704, Centre Point,

J.B. Nagar, Andheri - Kurla Road,

Andheri (East),

Mumbai - 400 059 (India).

Find IFSC