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Directors Report of Alfred Herbert (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Ninety-fifth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March 2015 2014 Rs. Rs. profit before Tax 8,167,651 11,051,309

provision for Tax (including deferred tax) 234,304 338,546

profit after Tax 7,933,347 10,712,763

surplus from earlier years brought forward 36,497,790 30,543,094

Amount available for appropriation 44,431,137 41,255,857

Appropriations:

proposed Dividend 1,542,858 1,542,858

Corporate Dividend tax 262,209 262,209

General Reserve 600,000 810,000

special Reserve 1,587,000 2,143,000 3,992,067 4,758,067

surplus carried to Balance sheet 40,439,070 36,497,790 44,431,137 41,255,857

dividend

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2015.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2015 stood at Rs.201.27 lacs as against Rs.230 lacs in 2013-14. profit before tax of the Company stood at Rs.81.68 lacs as against Rs.110.51 lacs in 2013-14. The Company''s wholly owned subsidiary, Alfred Herbert Limited did not perform satisfactorily during the year due to poor demand, surplus of capacity due to the poor economic environment, delays caused by customers in not taking deliveries of machines ordered during the year etc. Given the sustained and growing volatility in economic conditions, comprehensive action is being attempted to realign Alfred Herbert Limited''s business plan to allow for much greater flexibility and lower fixed costs. Attempts are also being made to change the product mix with a greater focus on developing new sizes and technology, upgrading existing machineries for external agencies. Your Directors hope that these measures would result in better performance in the year ahead.

DIRECTORS

pursuant to the provisions of the Companies Act, 2013, MR. H v Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

Mrs. simika Lodha - Non-independent woman Director has been appointed as an Additional Director with effect from 30th March 2015 to hold office upto the date of the forthcoming Annual General Meeting. a Notice from a member u/s. 160 of the Companies Act, has been received signifying intention to propose her candidature as a Director. Your Directors recommend her re-appointment subject to approval of shareholders at the forthcoming Annual General Meeting of the Company.

All independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

SHARE CAPITAL

the paid-up equity share capital of the Company as on 31st march 2015 was Rs.77.14 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

the Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS Of LOANS, GUARANTEES OR Investments

the Company has not taken or given any loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General meeting and they have given their consent to be re-appointed for the current year.

SECRETARIAL AUDIT

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 Messrs priyanka Lohia, Company secretaries in practice to undertake the secretarial Audit of the Company, The Report of the secretarial Audit is annexed herewith as "Annexure A ".

CORPORATE Governance

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

subsidiary Companies

in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of india, the Balance sheet, statement of profit & Loss and other documents of the subsidiary Companies are not being attached with the Balance sheet of the Company. However, the financial information of the subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The said Annual Accounts of the subsidiary Companies will also be kept open for inspection at the Registered Office of the Company, The consolidated Financial statements presented by the Company include financial results of its subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS

During the year 4 meetings of the Board of Directors and 1 meeting of independent Directors were convened and held. Also 4 meetings of Audit Committee, 2 meetings of Nomination & Remuneration Committee and 2 meetings of stakeholders Relationship Committee were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management system to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of

Rs.9.53 lacs to Key Managerial personnel, Mr, R Radhakrishnan (CEo) and Mr. A K Basu (CFO).

VIGIL MECHANISM

Pursuant to the provisions of revised Clause 49 of the Listing Agreement and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & remuneration Committees.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control System commensurate with the size and scale of its operations.

Related party Transactions

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

significant & MATERIAL ORDERS PASSED BY THE Regulators OR COURTS

There are no significant material orders passed by the regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

DIRECTORS'' Responsibility STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' responsibility Statement" and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No.14&15 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section134(3M)of the Companies Act, 2013 read with rule 8 of Companies (Accounts) rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 in respect of employees of the Company, will be provided upon request.

on behalf of the Board Kolkata A V Lodha Date: 18th May 2015 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Ninety- third Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial Results are as under : 31st March 31st March 2013 2012 Rs. Rs.

Profit before Tax 23,892,126 9,283,283

Provision for Tax (including deferred tax) 191,184 188,954

Profit after Tax 23,700,942 9,094,329

Surplus from earlier years

brought forward 15,178,308 10,396,135

Amount available for

appropriation 38,879,250 19,490,464

Appropriations:

Proposed Dividend 1,542,858 1,542,858

Corporate Dividend Tax 250,298 250,298

General Reserve 1,800,000 700,000

Special Reserve 4,743,000 1,819,000

8,336,156 4,312,156

Surplus carried to 30,543,094 15,178,308

Balance Sheet

38,879,250 19,490,464



DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2013 stood at Rs.215.47 lacs as against Rs.188.74 lacs in 2011-12. Profit before tax of the Company stood at Rs.238.92 lacs as against Rs.92.83 lacs in 2011-12.

Considering the overall economic scenario, the performance of the Company was quite satisfactory. The Company had deployed its surplus funds in long term investments which have performed well and should help maximise returns and further consolidate its performance in future. The Company has undertaken to develop its property in Kolkata which should hopefully further consolidate its performance in the coming years.

The Company''s wholly owned subsidiary Alfred Herbert Limited did not perform well during the year due to significant challenges faced by the slow down of the Indian economy compounded by delays in customers taking delivery of machinery ordered. Full efforts are being made to improve its performance in the current year which would largely depend on the economic environment and growth opportunities.

DIRECTORS

Mr. S S Jain, Director, and Mr. S Bhandari, Director, retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Company''s subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have 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 and of the profit or loss of the Company for that period;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

On behalf of the Board

H. V. Lodha

Kolkata R. C. Tapuriah

Date : 24th May, 2013 Directors


Mar 31, 2012

The Directors have pleasure in presenting the Ninety- second Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 2012 31st March 2011 Rs. in '000 Rs. in '000

Profit before Tax 9,283.28 4.990.32

Provision for Tax Oncl. Deferral Tax) 188.95 189.54

Profit after Tax 9,094.33 4.800.78

Surplus from earlier years brought forward 10,396.13 9,138.20

Amount available for appropriation 19,490.46 13.938.98

Appropriations : Proposed Dividend 1,542.85 1.542.85

Corporate Dividend Tax 250.30 -

General Reserve 700.00 1.000.00

Special Reserve 1,819.00 1.000.00

4,312.15 3.542.85

Surplus carried to Balance Sheet 15,178.31 10.396.13

19,490.46 13.938.98

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2012.

FINANCIAL PERFORMANCE

The Company's gross income for the financial year ended 31st March 2012 stood at Rs.188.74 lacs as against Rs.167.39 lacs in 2010-11. Profit before tax of the Company stood at Rs. 92.83 lacs as against Rs.49.90 lacs in 2010-11.

The performance of the Company showed a marked improvement and was quite satisfactory during the year. The Division has deployed a part of its surplus funds in making long term investments which should help maximise returns and thus create various opporl unities for better utilisation and increase its income significantly in future.

The Company's wholly owned subsidiary Alfred Herbert Limited did not perform satisfactorily during the year due to significant challenges faced by the delay caused by customers in taking delivery of machines during the year in view of the economic environment. Efforts are being made to enhance its performance in the current year subject to improvement in the overall economic environment and investment climate.

DIRECTORS

Mr. H V Lodha. Director, and Mr. R C Tapuriah. Director. retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Ray & Ray. Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report. SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Company's subsidiaries namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 and of the profit or loss of the Company for that period ;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules. 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A. J. & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956. to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act. 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

For and on behalf of the Board

Kolkata H. V. Lodha

29th May. 2012 r. c. Tapuriah

Directors


Mar 31, 2011

The Directors have pleasure in presenting the Ninety- first Annual Report together with the Audited Accounts of your Company for the year ended 31 st March 2011.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March 2011 2010 Rs. Rs.

Profit before Tax 4,990,328 6,560,773

Provision for Tax (including deferred tax) 189,544 2,710,187

Profit after Tax 4,800,784 3,850,586

Surplus from earlier years brought forward 9,138,209 8,630,481

Amount available for appropriation 13,938,993 12,481,067

Appropriations:

Proposed Dividend 1,542,858 1,542,858

General Reserve 1,000,000 1,000,000

Special Reserve 1,000,000 800,000

3,542,858 3,342,858

Surplus carried to 10,396,135 9,138,209 Balance Sheet

13,938,993 12,481,067

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2011.

FINANCIAL PERFORMANCE

The Companys gross income for the financial year ended 31st March 2011 stood at Rs. 167,39 lacs and profit before tax stood at Rs.49.90 lacs.

The Companys Realty and Business Services Division continued to perform satisfactorily. The Division has deployed a part of its surplus funds in making long term investments which should maximise returns for the Company for utilisation in future opportunities.

The performance of the Companys wholly owned subsidiary, Alfred Herbert Limited improved substantially during the year and full efforts are being made to further consolidate its operations. However, the sharp increases in interest rates pose a challenge as many customers are delaying purchase decisions leading to uncertainty in performance. The Company is making full efforts to find alternative markets to utilise its potential.

DIRECTORS

Mr. A V Lodha, Director, and Mr. S S Jain, Director retire by rotation and being eligible, oner themselves for re- appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges, A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Companys subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

ii) that the Directors have 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 and of the profit or loss of the Company for that period ;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at

item No. 15 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 ore not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

On behalf of the Board H. V. Lodha R. C. Tapuriah Directors

Kolkata 23 May, 2011










Mar 31, 2010

The Directors have pleasure in presenting the Ninetieth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March

2010 2009

Rs. Rs.

Profit before Tax 6,560,773 9.393,697

Provision for Tax 2,710,187 1,262,834

Profit after Tax 3,850,586 8,130,863

Surplus from earlier years 8,630,481 4,931,685

brought forward/written back

Amount available for 12,481,067 13,062,548

appropriation

Appropriations

Proposed Dividend 1,542,858 1,542,858

Corporate Dividend Tax - 262,209

General Reserve 1,000,000 1,000,000

Special Reserve 800,000 1,627,000

3,342,858 4,432,067

Surplus carried to 9,138,209 8,630,481

Balance Sheet

12,481,067 13,062,548

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2010.

FINANCIAL PERFORMANCE

The Companys gross income for the financial year ended 31st March 2010 stood at Rs.260.04 lacs and profit before tax stood at Rs.65.61 lacs.

The Companys Realty and Business Services Division continued to perform satisfactorily. The Company renewed its lease for its warehouse in Kolkata and is currently repairing the same comprehensively. The Division has deployed its surplus funds in long-term investments, which have performed and should help maximise returns in future and is actively exploring various opportunities including by the better utilisation of its properties to increase its sustainable income significantly.

The Sales and Marketing Division of the Company performed reasonably well during the year and contributed to the profitability of the Company.

The Companys wholly owned subsidiaries, Alfred Herbert Limited and Herbert Holdings Limited performed satisfactorily during the year and barring unforeseen circumstances should continue to contribute to the overall growth of the Company.

DIRECTORS

Mr. H V Lodha, Director, and Mr. S Bhandari, Director, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Companys subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexea to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

ii) that the Directors have 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 and of the profit* or loss of the Company for that period ;

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

iv) that the Directors have prepared the annual accounts on a going concern-basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 16 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation foi the support received from the shareholders.

On behalf of the Board

H. V. Lodha

Kolkata R. C. Tapuriah

22nd May, 2010 Directors



 
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