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Directors Report of Agarwal Industrial Corporation Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty First Annual Report of the Company together with its Audited Statement of Profit and Loss for the year ended March 31, 2015 and the Balance Sheet as on that date:

FINANCIALS RESULTS (Rs. In Lacs)

Particulars Standalone

Financial Year 2014-2015 2013-2014 Audited Audited

Total Income 22007.70 17704.36

Profit before Depreciation, Finance Costs and Tax 1635.00 1372.41

Less: Depreciation 421.60 414.69

Less: Finance Costs 387.23 325.41

Profit before Tax 826.17 632.31

Less: Provision for Tax

(a) Current Tax 185.00 127.00

(b) Deferred Tax( Assets)/ Liability 27.36 (20.18)

(c) Short Provision for Tax for earlier years 2.18 -

(d) Mat Credit Utilisation 32.39 28.91

Profit after Tax 579.24 496.58

Add: Balance brought forward from the previous year 1622.82 1215.95

Amount available for Appropriation 2202.05 1712.53

Appropiations

Proposed Dividend 82.69 77.18

Tax on Dividend 16.01 12.52

Balance carried to Balance Sheet 2103.35 1622.82

RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

Your Directors are pleased to report that the total Income for the year ended March 31, 2015 was Rs. 22007.70 Lacs as compared to previous year's total income of Rs. 17704.36 Lacs thus registering an increase of 24.30 % over the previous year. Consequently, Profits before Tax increased by 30.65 %., Profit After Tax by 16.64 % and Cash Profits by 9.82%.

Please refer to the Chapter on Management Discussion and Analysis for detailed analysis of the performance of the Company, regarding business scenario and new expansion project initiated during the financial year ended March 31, 2015

DIVIDEND

Your Directors have recommended a dividend of Rs.1.50 per equity share of the face value of Rs.10/ each. for the financial year ended March 31, 2015. The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("The Act ") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Bituminex Cochin Pvt Ltd (BCPL), is the Wholly Owned Subsidiary (W.O.S ) of your Company.

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statement of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary are available on the website of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is presented in a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, with regard to Corporate Social Responsibility shall be applicable with effect from the financial year 2015-16.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and nature of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act and the revised Clause 49 of the Listing Agreement. The Whistle Blower Policy can be accessed on the Company's website- www.aicltd.in.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure I.

AUDIT COMMITTEE

Details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. However, as abundant precaution, the requisite approvals of the Audit Committee, the Board and Members were duly obtained. The Policy on materiality of related party transactions may be accessed on the Company's website- www.aicltd.in.

Yours Directors draw attention of the members to Discussion and Analysis Report for the year under review, attached to this Annual Report for related party disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013, ("THE ACT")

Particulars of loans given, investments made and securities provided are mentioned in the financial statement under Note 12, 13, 15 and 18 of the said statement. Your Company has not provided any guarantee or given security in connection with loan to any other body corporate or person.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee, details of which are set out in the Corporate Governance Report.

The Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, which has a Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 149 of the Act and pursuant to the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, the Members, in the previous Annual General Meeting of the Company held on September 30, 2014, appointed Mr. Jaswant D. Sharma, Mr. Rajkumar Mehta, Mr. Harikrishna Patni and Mr. Alok Bharara, and Ms. Priti Lodha (Woman Director) as Independent Directors of the Company for a period of five years commencing from September 30, 2014. Mr. R. T. Rajguroo, an Independent Director resigned from the Board with effect from 16/4/2014 and the Board placed on record its appreciation for his valuable contribution to the progress of the Company.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, Members in the previous Annual General Meeting of the Company also, in accordance with the Act and the Articles of Association of the Company, modified the appointment of Mr. Jaiprakash Agarwal, Mr. Lalit Agarwal and Mr. Ramchandra Agarwal as Directors, liable to retire by rotation.

In terms of Section 203 of the Act the following were designated as KMP of your Company by the Board:

Mr. Jaiprakash Agarwal, Managing Director.

Mr. Lalit Agarwal, Whole Time Director Mr. Ramchandra Agarwal, Whole Time Director Mr. Rakesh Bhalla, - CFO & Company Secretary BOARD MEETINGS

During the year under review, 12 (Twelve) Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

BOARD EFFECTIVENESS

The Company has adopted the Governance guidelines which, inter alia, cover aspects related to composition and role of the Board, Directors, Board diversity, definition of independence, Director's term and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

A. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities Exchange Board of India (SEBI) under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as the Board Composition and structures, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

B. Appointment of Directors and Criteria for determining qualifications, positive attributes, independence of a Director

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The NRC reviews and meets potential candidates, prior to recommending their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement as stated under:

Independence: A Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independence' as laid down in the Act, Clause 49 of the Listing Agreement.

Competency: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has a mix of members with different educational qualifications, knowledge and with adequate experience in banking and finance, accounting and taxation, economics, legal and regulatory matters.

Additional Positive Attributes:

* The Directors should not have any other pecuniary relationship with the Company, its subsidiaries, associates or joint ventures and the Company's promoters, except as provided under law.

* The Directors should maintain an arm's length relationship between themselves and the employees of the Company, as also with the Directors and employees of its subsidiaries, associates, joint ventures, promoters and stakeholders for whom the relationship with these entities is material.

* The Directors should not be the subject of proved allegations of illegal or unethical behaviour, in their private or professional lives.

* The Directors should have the ability to devote sufficient time to the affairs of the Company.

C. Remuneration Policy

The Company had adopted a Remuneration Policy, subject to review from time to time for the Directors, KMP and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The key principles governing the Company's Remuneration Policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

* Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED) may be paid sitting fees for attending the meetings of the Board and of Committees of which they may be members.

* Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company, taking into consideration the challenges faced by the Company and its future growth imperatives.

* Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/Company's

operations and the Company's capacity to pay the remuneration and be consistent with recognized best practices.

* The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession.

Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key Managerial Personnel (KMP)/ rest of the Employees ,

* The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements.

* Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

It is affirmed that the remuneration paid to Directors, KMP and all other employees is as per the Remuneration Policy of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

STATUTORY AUDITORS

At the Annual General Meeting, the Members will be requested to ratify the re-appointment of M/s Ladha Singhal & Associates, Chartered Accountants, 209, Apollo Complex, R.K.Singh Marg, Off. Parsi Panchayat Road, Near Sona Udyog, Andheri [East], Mumbai - 400069, as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for re-appointment.

The notes on financial statement referred to in the Auditors' Report are self explanatory and donot call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board of Directors of your Company has appointed Mr. PM. Vala, Practicing Company Secretary (Membership No.4237-FCS- 5193, CP- 4237 ) to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure II. The report does not contain any qualifications, reservation or adverse remarks.

COST AUDITORS

Pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies ( Cost Records and Audit ) Rules, 2014 (including any statutory modification(s) or re-enactments thereof, for the time being in force), the Board of Directors of the Company appointed Mr. Vinayak Kulkarni, Cost Accountant (Membership No - 28559 ) as the Cost Auditors to conduct the cost records of the Company for relevant segments for the financial year ending March 31,2016.,

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

As required under Section 134(3)(M) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, during the financial year ended March 31, 2015 is given as below :

(A) Conservation of Energy

a) The following measures are taken for conservation of electrical energy:

(i) Energy consumption remains under strict vigil of the factory management.

(ii) Evenly distribution of loads throughout the day reduces the maximum demand which improvise plant and equipment efficiency.

(iii) improvisation of power factor by using right type of power improvement capacitors.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy. A few proposals in this regard are under consideration of the Company.

c) Impact of measures (a) and (b) results in reduction in number of units consumed and consequently lowering of overall cost of production.

(B) Technology Absorption:

Company uses indigenous technology for our operations and the management keeps on reviewing and analyzing the means and methods by which the existing technology can be modified, upgraded or improved upon for better operations. It has yet to establish a separate research and development division for this purpose.

(C) Foreign Exchange Earnings and Outgo:

(Rs. in Lacs)

Particulars F.Y 2014-15

Earnings NIL

Outgo 2591.78

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.

The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to this report.

However, since there were no employees drawing remuneration in excess of the limits set out in the aforesaid rules, the particulars of employees required to be furnished pursuant to Section 197 (12) read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not forms part of this Annual Report.

FIXED DEPOSITS

The Company did not accept any Fixed Deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31, 2015.

LISTING OF SHARES

The equity shares of your Company have been listed on the BSE and the National Stock Exchange .The listing fees for the year 2015-16 have been duly paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state and confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act , have been followed and that there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profits of the Company for the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2015 on a 'going concern' basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

CORPORATE GOVERNANCE

Your Company ensures maintaining highest standards of corporate governance as per corporate governance requirements formulated by SEBI. The report on Corporate Governance as per Listing Agreement forms an integral part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to report on corporate governance.

ACKNOWLEDGEMENT

The Directors express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company.

The Directors also thank all their Bankers, Members, Customers, Lenders, Vendors, Business Partners, and all concerned Regulatory Authorities for their continued co-operation and support.

On behalf of the Board of Directors

Sd/- Place : Mumbai Jaiprakash Agarwal Date : August 29, 2015 Chairman

Registered Office:

Eastern Court, Unit No. 201-202, Plot No. 12, V.N. Purav Marg. S.T. Road, Chembur, Mumbai - 400071.




Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twentieth Annual Report and Audited Statement of Accounts for the Year ended March 31, 2014.

FINANCIALS RESULTS

( Rs In Lacs ) Particulars F.Y 2013-2014 F.Y 2012-2013

Total Income 17,704.37 11,654.51

Total Expenditure 17,072.06 11,145.56

Profit before Interest & Depreciation 1,372.41 1,100.10

Interest 325.41 201.44

Depreciation 414.69 389.70

Profit Before Tax 632.31 508.96

Provision for taxation

a) Current tax 127.00 101.83

b) Mat Tax Credit 28.92 73.40

c) Deferred tax (20.19) (2.09)

Profit after Tax 496.58 335.82

Balance brought forward from earlier year 2874.38 806.29

Profit available for appropriation 3,370.96 2,935.25

APPROPRIATIONS :

Proposed Dividend on Equity Shares 77.18 52.37

Dividend Distribution Tax 12.52 8.50

Balance Carried to Balance Sheet 3,281.26 2,874.38

DIVIDEND:

Your Directors have recommended a dividend of '' 1.40 per equity share of '' 10 each for the Financial Year ended March 31, 2014.

OPERATIONS AND BUSINESS PERFORMANCE:

Please refer to the Chapter on Management Discussion and Analysis for detailed analysis of the performance of the Company during the Financial Year ended March 31, 2014.

CORPORATE GOVERNANCE:

In terms of Clause 49, of the Listing Agreement, the Corporate Governance Report is annexed as "Annexure A" forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report as required under Clause 49 of the Listing Agreement is annexed as "Annexure B" forming part of this Report.

FIXED DEPOSITS:

The Company did not take any Fixed Deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31,2014.

LISTING OF SHARES:

The equity shares of your Company have been listed on the National Stock Exchange with effect from May 26, 2014, in addition to the Stock Exchange, Mumbai, where the shares had already been listed. The listing fees for the year 2014-15 have been duly paid.

ING VYSYA BANK

During the year under review, ING Vsysa Bank started extending working capital facilities to the Company along with Yes Bank under the Multi Banking arrangement.

INDUSTRIAL RELATIONS:

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the excellent co-operation received from all cadres of employees at various units of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31,2014 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such 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 under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared Annual accounts for the year ended March 31, 2014 on a going concern basis. DIRECTORS:

Mr. Jawahar D. Patil , resigned from the Office of Whole Time Director of the Company with effect from November 15, 2013, due to his personal compulsions, which was accepted by the Board of Directors of the Company.

Mr. Ramdas T. Rajguroo, a non executive, independent Director resigned from the office of Directorship with effect from April 16, 2014.

The Board of Directors place on record its appreciation to above Directors for their valuable contribution to the progress of the Company.

SUBSIDIARIES:

Bituminex Cochin Pvt Ltd (BCPL) is a wholly owned subsidiary of Agarwal Industrial Corporation Ltd.

Ministry of Corporate Affairs (MCA) vide Circular No.51/12/2007-CL-III dated 8 February 2011 has given a general exemption to all companies in terms os Section 212[8] of the Companies Act, 1956 with regard to attaching of the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and Audited Accounts viz Balance Sheet, Profit and Loss Account and other documents of Bituminex Cochin Pvt Ltd (BCPL), for the Financial Year ended March 31,2014 are not being enclosed with this Annual Report. Any member desiring to inspect the detailed Annual Report of BCPL for the Financial Year ended March 31, 2014 may inspect the same at registered office of the Company and of the Subsidiary Company. In event a Member desires to have a copy of the Annual Report of BCPL, he may write to the registered office of the Company and of the BCPL. The Company shall supply a copy of the Annual Report of the BCPL to such member. A statement as required under Section 212 of the Companies ACT, 1956 of the Company''s interest in Subsidiary is attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements for the Financial Year ended March 31,2014 have been provided in the Annual Report. These Statements provide financial information about your Company and its Subsidiary Company as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

CEO/CFO REPORT ON ACCOUNTS

As required under Clause 49 of the Listing Agreement , the CEO/CFO Report on the Accounts is attached herewith. EMPLOYEES PARTICULARS

There were no employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made there under.

CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure ofparticulars in the report of Board of Directors) Rules, 1988 are as under :

1) Conservation of Energy:

a) Measures :

(i) Electrical Energy :

(a) Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipments.

(b) Improving power factor by optimum choice of power factor improvement capacitors.

(c) Monitoring the overall energy consumption.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy.

The Company is reviewing various proposals for reduction in consumption of energy.

c) Impact of measures (a) and (b) above for reduction of energy consumption and Consequent impact on cost of production of goods are as under-

2) Technology Absorption:

No Technology has been imported by the Company so far. . The Company has yet to established separate Research & Development facilities.

AUDITORS'' REPORT:

The observation made in the Auditor''s Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

AUDITORS:

Ms. Rashmi Agarwal, who was appointed as Auditors of the Company by the members in the previous Annual General Meeting, to hold office till the conclusion of this Annual General Meeting resigned from the post with effect from April 17, 2014 on personal grounds. The Board of Directors, on the recommendations of the Audit Committee , appointed M/s. Ladha Singhal & Assocites, Chartered Accountants, to hold office as Adutitors of the company with effect from April 18, 2014 till the conclusion of this Annual General Meeting, which was also confirmed by the members in the Extra Ordinary General Meeting of the Company held on July 17, 2014, pursuant to Section 139 ( 8 ) (i) of the Companies Act, 2013. Accordingly, in accordance with provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors), Rules 2014, the Board of Directors on the recommendations of the Audit Committee, and subject to the approval of Members in the forthcoming Annual General Meeting have appointed M/s Ladha Singhal & Associates, Chartered Accountants, to hold the office as Audtors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Fifth Annual General Meeting to be held in the year 2019 (subject to ratification of their appointment at every AGM), at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors. Your Company has received a written certificate from the Auditors to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and Rules 3 & 4 of the Companies (Audit and Auditors), Rules 2014.

INTERNAL CONTROL SYSTEMS & ITS ADEQUACY :

Your Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The key business processes have been documented. The transactions are recorded and reported in conformity with generally accepted accounting practices. The Internal Control systems and procedure ensure reliability of financial reporting, Compliance with the company''s policies and practices, governmental regulations and statues.

ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation for the contribution and commitment of the employees of the Company and for the excellent support provided by the shareholders, customers, distributors, suppliers, bankers and other service providers during the financial year under review..

For and on behalf of the Board of Directors

Place : Mumbai JAIPRAKASH AGARWAL Dated: September 03, 2014 CHAIRMAN


Mar 31, 2013

The Directors are pleased to present the Nineteenth Annual Report and Audited Statement of Accounts for the Year ended March 31, 2013.

FINANCIALS RESULTS

( Rs. In Lacs )

Particulars F.Y 2012-2013 F.Y 2011-2012

Total Income 11,720.42 7,945.91

Total Expenditure 11,211.46 7,648.90

Profit before Interest & Depreciation 1,123.61 752.59

Interest 224.95 123.41

Depreciation 389.70 332.17

Profit Before Tax 508.96 297.01 Provision for taxation

a) Current tax 101.83 59.43

b) Mat Tax Credit 73.40 -

c) Deferred tax (2.09) (3.66)

Profit after Tax 335.82 241.24

Balance brought forward from earlier year 806.29 565.05

Profit available for appropriation 2,800.55 806.29

APPROPRIATION :

Proposed Dividend on Equity Shares 52.37 -

Dividend Distribution Tax 8.50 -

Balance Carried to Balance Sheet 2,739.68 806.29

DIVIDEND:

Your Directors have recommended a dividend of Rs. 1.20 per equity share of Rs. 10 each. .

OPERATIONS AND BUSINESS PERFORMANCE:

Please refer to the Chapter on Management Discussion and Analysis for detailed analysis of the performance of the Company during the Financial Year ended March 31, 2013.

COMMISSIONING OF NEW PLANT AT HYDERABAD FOR MANUFACTURE OF BITUMINOUS AND ALLIED PRODUCTS IN RECOED TIME

Your Directors feel pleasure to report about commissioning of new plant at Hyderabad for manufacturing of Bituminous and allied products in record time of less than six months. Yours Directors are hopeful that once the plant becomes fully operational, Company''s revenues and bottom line would increase in coming years.

RE-ISSUE OF FORFEITTED SHARES

During the Financial Year ended March 31, 2013, your Company re-issued 14,20,100 equity shares [which were forfeited earlier as per provisions of relevant laws] at an Issue Price of Rs. 121/ per equity share of the face value of Rs. 10/ each at a premium of Rs. 111/ per equity share in accordance with the in-principle received from the BSE Ltd. The re-issued equity shares have also been duly listed on the BSE Ltd.

CORPORATE GOVERNANCE:

In terms of Clause 49, of the Listing Agreement, the Corporate Governance Report is annexed as "Annexure A" forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report as required under Clause 49 of the Listing Agreement is annexed as "Annexure B" forming part of this Report.

FIXED DEPOSITS:

The Company did not take any Fixed Deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31,2013.

LISTING OF SHARES:

The equity shares of your Company are listed on the Stock Exchange, Mumbai. (BSE code 531921) and the listing fees for the year 2013-14 have been duly paid.

INDUSTRIAL RELATIONS:

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the excellent co-operation received from all cadres of employees at various units of the Company.

COST AUDITORS :

In compliance with the Central Government''s Order No.52/26/CAB-2010 dated June 30, 2011, the Board has appointed M/s. Vinayak Kulkarni, Cost Accountants, Mumbai to carry out the cost audit in respect of insecticide products of the Company for the financial year 2012-13. The Due date for filing of the Cost Audit Report for the financial year 2012-13 is September 30, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31, 2013 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such 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 under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared Annual accounts for the year ended March 31, 2013 on a going concern basis.

DIRECTORS:

Mr Jaiprakash Agarwal, Managing Director and, Mr Lalit Agarwal, Mr Ramchandra Agarwal and Mr Jawahar D.Patil, Whole Time Directors of the Company are proposed to be re-appointed in accordance with the relevant provisions of the Companies Act, 1956 read with Schedule XIII of the said Act. For detailed terms of their re-appointment and remuneration, please refer to the Notice and Explanatory Statement together with Annexure to the Notice of the ensuing Annual General Meeting..

Mr Ramdas Trimbak Rajguroo, was appointed as an Additional Director by Board of Directors of the Company with effect from September 29, 2012, in terms of Section 260 of the Companies Act, 1956 and Article No. 128 of Articles of Association of the Company. Mr Rajguroo holds office up to the date of this Annual General Meeting. The Company has received a notice in writing from a member under Section 257 of the Companies Act, 1956, proposing Mr Rajguroo''s candidature for the office of Director of the Company liable to retire by rotation pursuant to Section 255 of the Companies Act, 1956.

Mr. Jaswant D. Sharma, Mr Harikrishna Patni and Mr Alok Bharara retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

SUBSIDIARIES:

Bituminex Cochin Pvt Ltd (BCPL) is a wholly owned subsidiary of Agarwal Industrial Corporation Ltd.

Ministry of Corporate Affairs (MCA) vide Circular No.51/12/2007-CL-III dated 8 February 2011 has given a general exemption to all companies in terms os Section 212[8] of the Companies Act, 1956 with regard to attaching of the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and Audited Accounts viz Balance Sheet, Profit and Loss Account and other documents of Bituminex Cochin Pvt Ltd (BCPL), for the Financial Year ended March 31, 2013 are not being enclosed with this Annual Report. Any member desiring to inspect the detailed Annual Report of BCPL for the Financial Year ended March 31, 2013 may inspect the same at registered office of the Company and of the Subsidiary Company. In event a Member desires to have a copy of the Annual Report of BCPL, he may write to the registered office of the Company and of the BCPL. The Company shall supply a copy of the Annual Report of the BCPL to such member. A statement as required under Section 212 of the Companies ACT, 1956 of the Company''s interest in Subsidiary is attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements for the Financial Year ended March 31, 2013 have been provided in the Annual Report. These Statements provide financial information about your Company and its Subsidiary Company as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

CEO/CFO REPORT ON ACCOUNTS

As required under Clause 49 of the Listing Agreement , the CEO/CFO Report on the Accounts is attached herewith.

EMPLOYEES PARTICULARS

There were no employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made there under.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure ofparticulars in the report of Board of Directors) Rules, 1988 are as under :

1) Conservation of Energy:

a) Measures :

(i) Electrical Energy :

(a) Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiencyof plant and equipments.

(b) Improving power factor by optimum choice of power factor improvement capacitors.

(c) Monitoring the overall energy consumption.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy. The Company is reviewing various proposals for reduction in consumption of energy.

c) Impact of measures (a) and (b) above for reduction of energy consumption and Consequent impact on cost of production of goods are as under-

2) Technology Absorption:

The Company has not imported any Technology. The Company has not yet established separate Research & Development facilities.

AUDITORS'' REPORT

The observation made in the Auditor''s Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS:

Your Company''s Auditors M/s. RASHMI AGARWAL, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors, if appointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribe limit under section 224(1 B) of the Companies Act, 1956.

INTERNAL CONTROL SYSTEMS & ITS ADEQUACY :

Your Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The key business processes have been documented. The transactions are recorded and reported in conformity with generally accepted accounting practices. The Internal Control systems and procedure ensure reliability of financial reporting, Compliance with the company''s policies and practices, governmental regulations and statues. Internal audit is conducted by Independent firm of Auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken.

ACKNOWLEDGMENT:

Your Directors express their sincere appreciation for the contribution and commitment of the employees of the Company and for the excellent support provided by the shareholders, customers, distributors, suppliers, bankers and other service providers during the financial year under review.

For and on behalf of the Board of Directors

Place : Mumbai JAIPRAKASH AGARWAL

Dated: September 5, 2013 Chairman


Mar 31, 2011

The Directors are pleased to present the Seventeenth Annual Report and Audited Accounts for the Year ended March 31st, 2011.

FINANCIALS RESULTS

(Rs In Lacs)

2010-2011 2009-2010

Total Income 5793.33 3915.93

Total Expenditure 5153.22 3342.21

Profit before Interest & Depreciation 640.11 573.72

Interest 97.60 82.06

Depreciation 307.51 243.38

Profit Before Tax 235.00 248.28

Provision for taxation

a) Current tax 46.84 42.19

b) Deferred tax 19.72 47.75

Profit after Tax 168.44 158.34

Balance brought forward from earlier year 444.18 285.84

Profit available for appropriation 612.62 444.18

APPROPRIATION :

Proposed Equity Dividend 40.93 -

Tax on Proposed Equity Dividend 6.64 -

Balance Carried to Balance Sheet 565.05 444.18

DIVIDEND:

The Directors recommended a Dividend of Rs.1 per Equity shares for the year ended 31st march 2011 on 4092,800 Equity shares of Rs.10 each. The Dividend Pay out, including Dividend Tax of Rs. 6.64 Lacs, will be Rs.47.56 Lacs.

OPERATIONS:

The Operations of the Company are elaborated in the annexed Management Discussion and Analysis Report.

CORPORATE GOVERNANCE:

In terms of clause 49, of the listing agreement, the Corporate Governance report is annexed as Annexure A forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report as required under clause 49 of the listing agreement is annexed as Annexure B forming part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

LISTING OF SHARES:

The equity shares of the company are listed on the Stock Exchange, Mumbai. (BSE code 531921) the listing fees for the year 2011-12 have been duly paid.

INDUSTRIAL RELATIONS:

The Company remains committed to Developing and fostering a culture of participation, engagement and accountability, and takes pride in the initiative and team-work, and in the spirit of excellence, demonstrated by all its employees; they have displayed exemplary team-work, result-orientation, and motivation; and also a sense of accomplishment from their contribution to the Company's goals.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31, 2011 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such 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 under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared Annual accounts for the year ended March 31, 2011 on a going concern basis.

DIRECTORS:

Mr. Mahendra Agarwal and Mr. Rajkumar Mehta retires by rotation at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment.

SUBSIDIARIES:

Bituminex Cochin Pvt Ltd (BCPL) is a wholly owned subsidiary of Agarwal Industrial Corporation Ltd. The Subsidiary BCPL is in the same line of business of manufacturing bituminous products and is having most modern factory at Cochin. It is well established company with the brand image in the Kerala market which was added advantage for the Company. The running business of the BCPL kept continued and we are expanding the business of it.

CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the Audited Consolidated Financial Statements incorporating the duly audited financial statements of the subsidiary, viz. Bituminex Cochin Pvt Ltd. (BCPL) and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

STATUTORY DISCLOSURES:

Ministry of Corporate Affairs (MCA) vide circular No.51/12/2007-CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance Sheet, profit and loss account and other documents of its subsidiary companies subjects to fulfillments of conditions mentioned therein. The summary of the key financial of the company's subsidiaries is included in this annual report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary company, seeking such information at any point of time. The annual accounts of the subsidiary company will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are as under :

1) Conservation of Energy:

a) Measures :

(i) Electrical Energy :

(a) Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipments.

(b) Improving power factor by optimum choice of power factor improvement capacitors.

(c) Monitoring the overall energy consumption.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy.

The Company is reviewing various proposals for reduction in consumption of energy.

c) Impact of measures (a) and (b) above for reduction of energy consumption and Consequent impact on cost of production of goods are as under-

2) Technology Absorption:

The Company has not imported any Technology. The Company has not yet established separate Research & Development facilities.

AUDITOR'S REPORT:

The observation made in the Auditor's Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS:

Your Company's Auditors M/s. RASHMI AGARWAL Chartered Accountants, hold office until the conclusion of ensuring Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors, if appointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribe limit under section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

There are no employees of the Company for whom the provisions of section 217(2A) of the Companies Act, 1956 are applicable.

ACKNOWLEDGMENT:

The Directors accept and convey their sincere appreciation to all employees of the Company for their continued dedication and commitment to achieving the results of the company. The Directors also acknowledge and are grateful to the Bankers, Government Authorities and shareholders for their continued support, confident and co-operation in the performance of the Company.

Place: Mumbai. For and on behalf of the Board

Dated: 25/08/2011

JAIPRAKASH AGARWAL

Managing Director


Mar 31, 2010

The Directors have great pleasure in presenting this Sixteenth Annual Report and Audited Statement of Accounts for the Year ended March 31st , 2010

FINANCE REVIEW FINANCIAL YEAR 2009-2010 2008-2009 (Rs. In Lacs) (Rs. In Lacs)

Total Income 3915.93 1436.20

Total Expenditure 3344.47 979.15

Profit before Interest & Depreciation 571.45 457.05

Interest 79.80 93.07

Depreciation 243.38 195.63

Profit Before Tax 248.27 168.35

Provision for taxation

a) Current tax 42.18 19.07

b) FBT -- 0.98

c) Deferred tax 47.75 22.61

Profit after Tax 158.34 125.69

Balance brought forward from earlier year 285.84 160.15

Balance carried to Balance sheet 444.18 285.84

DIVIDEND:

To enable the company to augment and conserve money for long term working capital requirement, the Board of Directors do not recommend Dividend this year.

PERFORMANCE OF THE COMPANY:

The Company has recorded a profit of 248.27 lacs which shows an increase of 47.76% as compared to last year.

The Company has commissioned a factory at Belgaum in the state of Karnataka. The factory is setup to manufacture Bituminous Products that includes Paving Grade Bitumen, Industrial Grade Bitumen, Modified Bitumen (CRMB/PMB), Bitumen Emulsions, Bitumen Felts, Expansion Joint Boards and other waterproofing compounds and paints. The factory started the operations in the month of November 2009. The response is very good from the market.

Company is considering establishing Import facility for Bulk Bitumen, which includes tank farm near Jetty / Port. Company is also planning to establish Green House, Agriculture, Horticulture, Floriculture and or similar activities at companys land in Rajasthan.

To expand the core business of the company, the Company is planning to add around 25New Tankers in fleet of Bitumen and LPG tankers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management discussion and Analysis Report as required under clause 49 of the listing agreement is annexed as Annexure II forming part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

LISTING OF SHARES:

The equity shares of the company are listed on the Stock Exchange, Mumbai. (BSE code 531921) the listing fees for the year 2010-11 have been duly paid.

CORPORATE GOVERNANCE:

In terms of clause 49, of the listing agreement, the Corporate Governance report is annexed hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31, 2010 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such 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 under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the attached statement of accounts for the year ended March 31, 2010 on a going concern basis.

INDUSTRIAL RELATIONS:

Industrial relation continued to be cordial during the year.

DIRECTORS:

Mr. Ramchandra Agarwal, Mr. Harikishan Patni and Mr. Jaswant D. Sharma retire by rotation at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS:

M/s.RASHMI AGARWAL Chartered Accountants have been appointed as the Auditors of the Company to fill the Vacancy caused by the resignation of M/s. ANIL K. LODHA & CO. Chartered Accountants and to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting at a remuneration to be decided by the Board of Directors. Your Company has received a Certificate from M/s.RASHMI AGARWAL, Under section 224 (1B) of the companies Act, 1956.

The Directors place on record their appreciation on the valuable advise and services rendered to the company by M/s. ANIL K. LODHA & CO. Chartered Accountants during their Association as the Statutory Auditors.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is not applicable since the company is not engaged in manufacturing business.

(B) Foreign Exchange Earning and Outgo:

During the year under review, the company did not have any Foreign Exchange Earning or Outgo.

PARTICULARS OF EMPLOYEES:

There are no employees of the Company for whom the provisions of section 217(2A) of the Companies Act, 1956 are applicable.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the excellent performance of the employees of the company during the year.

Your Directors also express their gratitude to the bankers, government agencies, customers, business Associates and shareholders for their co-operation and look forward to their continued support in the future.

Place: Mumbai. FOR AND ON BEHALF OF THE BOARD.

Dated: August 28th , 2010 JAIPRAKASH AGARWAL.

Managing Director

 
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